-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MG++34anZTPNrYf8mVB3n5w1G/xa45vMx/SnCKwIKlyPvDNejf0aG738YF3WQEbT LPhppUZt9nCP89dd+5YIaQ== 0000950144-01-002964.txt : 20010224 0000950144-01-002964.hdr.sgml : 20010224 ACCESSION NUMBER: 0000950144-01-002964 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010206 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCA-THE HEALTHCARE CO CENTRAL INDEX KEY: 0000860730 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 752497104 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11239 FILM NUMBER: 1550414 BUSINESS ADDRESS: STREET 1: ONE PARK PLZ CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HCA HEALTHCARE CORP DATE OF NAME CHANGE: 20000502 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HCA HEALTHCARE CORP/ DATE OF NAME CHANGE: 19940314 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HEALTHCARE CORP DATE OF NAME CHANGE: 19930830 8-K 1 g67179e8-k.txt HCA-THE HEALTHCARE COMPANY 1 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report February 6, 2001 (Date of Earliest Event Reported) HCA - THE HEALTHCARE COMPANY (Exact name of Registrant as specified in its Charter) DELAWARE (State of Incorporation) 001-11239 75-2497104 (Commission (I.R.S. Employer File Number) Identification No.) One Park Plaza, Nashville, Tennessee 37203 (Address of principal executive offices) (Zip Code) (615) 344-9551 (Registrant's telephone number, including area code) 2 ITEM 5. OTHER EVENTS On February 6, 2001, HCA - The Healthcare Company (the "Company") announced operating results for the year and fourth quarter ended December 31, 2000. ITEM 7. EXHIBIT Exhibit 20 Copy of press release dated February 6, 2001 relating to fourth quarter earnings release. SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. HCA - THE HEALTHCARE COMPANY /s/ JOHN M. FRANCK II - ----------------------------------- John M. Franck II Corporate Secretary DATED: February 20, 2001 EX-20 2 g67179ex20.txt PRESS RELEASE 1 EXHIBIT 20 [HCA LOGO] NEWS - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE INVESTOR CONTACT MEDIA CONTACT Mark Kimbrough: 615-344-2688 Jeff Prescott: 615-344-5708 HCA REPORTS 2000 RESULTS EPS FOR YEAR INCREASES 24% FROM $1.30 TO $1.61 EPS FOR FOURTH QUARTER INCREASES 25% FROM $0.28 TO $0.35 EXCLUDING GAINS, IMPAIRMENTS, RESTRUCTURING, INVESTIGATION AND SETTLEMENT RELATED COSTS HCA TO ACQUIRE 200 BED HOSPITAL IN RICHMOND, VIRGINIA NASHVILLE, TENN., FEBRUARY 6, 2001 - HCA (NYSE: HCA) today announced operating results for the year and fourth quarter ended December 31, 2000. "HCA's success in 2000 and, in fact, over the past three years is the result of putting in place solid operational strategies and focusing on our local hospitals," stated Jack O. Bovender, Jr., President and Chief Executive Officer of HCA. "We are now realizing and benefiting from our shared culture, a common vision of caring, compassion and quality care." For the year ended December 31, 2000, revenues totaled $16.67 billion compared with $16.66 billion for 1999. Net income, excluding gains on sales of facilities, impairment of long-lived assets, restructuring costs, investigation and settlement related costs (non-recurring items), totaled $913 million or $1.61 per diluted share in 2000, compared to $767 million or $1.30 per diluted share for 1999. Net income, including all non-recurring items, totaled $219 million or $0.39 per diluted share for 2000, versus net income of $657 million or $1.11 per diluted share for 1999. For the fourth quarter ended December 31, 2000, revenues totaled $4.2 billion, up 5.9 percent from $3.9 billion in the fourth quarter of 1999. Net income, excluding all non-recurring items, totaled $198 million or $0.35 per diluted share for the fourth quarter of 2000, compared to net income of $159 million or $0.28 per diluted share during the 1 2 fourth quarter of 1999. Net income, including all non-recurring items, for the fourth quarter of 2000 totaled $21 million or $0.04 per diluted share, compared to net income of $91 million or $0.16 per diluted share in the fourth quarter of 1999. For the year 2000, the Company's same facility revenues increased 6.2 percent; same facility admissions at the Company's hospitals increased by 2.8 percent and same facility revenue per adjusted admission increased 3.6 percent. During the fourth quarter of 2000, same facility revenues increased 6.4 percent; same facility admissions increased by 1.8 percent and same facility revenue per adjusted admission increased 5.2 percent. HCA also announced today that it has signed a letter of intent to acquire HEALTHSOUTH Medical Center, a 200-bed hospital in Richmond, VA. Details of the transaction were not disclosed. HCA expects to complete this acquisition in the first quarter of 2001, subject to obtaining required regulatory approvals. As previously reported in December 2000, the Company and its affiliates reached an agreement with the criminal division of the Department of Justice (DOJ) and U.S. attorney's offices to resolve all pending federal criminal issues in the Columbia investigation. The terms of this agreement resulted in the recording of an after-tax charge of approximately $95 million, or $0.17 per diluted share, in the fourth quarter of 2000. In the second quarter of 2000, the Company recorded an after-tax charge of $498 million, or $0.89 per diluted share, in connection with its civil settlement of certain issues with the DOJ. The Company paid the criminal settlement in the first quarter of 2001 and expects to pay the civil settlement in the first or second quarter of 2001. During the year 2000, the Company sold 10 hospitals, 8 surgery centers and certain other non-core assets resulting in a pretax gain of $34 million ($16 million net of tax) or $0.03 per diluted share. Also during the year, the Company recorded asset impairment charges of $117 million ($80 million net of tax) or $0.14 per diluted share. Approximately $100 million ($68 million net of tax) or $0.12 per diluted share of these asset impairment charges were recorded during the fourth quarter of 2000. The majority of the fourth quarter impairment charge related to a reduction in asset valuations in our Atlanta market. 2 3 In 1999, the Company recorded gains on sales of facilities totaling $297 million ($164 million net of tax) or $0.28 per diluted share and asset impairment charges of $220 million ($194 million net of tax) or $0.33 per diluted share. At December 31, 2000, the Company's balance sheet reflected total debt of approximately $6.8 billion, stockholders equity (including temporary equity of $769 million, primarily forward purchase contracts) of $5.2 billion, and total assets of $17.6 billion. The Company's ratio of debt to debt plus common, temporary and minority equity was 54 percent at December 2000, compared to 53 percent at September 30, 2000, and 50 percent at December 31, 1999. As of December 31, 2000, the Company had approximately 543 million common shares outstanding compared to 564 million shares at December 31, 1999. During 2000, HCA continued to make significant investments in its hospitals and communities. HCA's capital investments totaled $1.2 billion in 2000. Additionally, the Company's acquisition expenditures in 2000 approximated $350 million, primarily related to hospital acquisitions in London, England. Proceeds from the Company's asset sales during 2000 totaled approximately $327 million. Net income, excluding amortization of goodwill and non-recurring items, totaled $986 million or $1.74 per diluted share in 2000, compared to $850 million or $1.45 per diluted share for 1999. During 2000, the Company settled repurchases of approximately 30.4 million shares of its common stock at a total cost of approximately $874 million (average cost of approximately $28.77 per share). At December 31, 2000, forward purchase contracts for approximately 23.4 million shares were outstanding. These shares were purchased throughout the year by certain financial organizations through a series of forward purchase contracts. In accordance with the terms of the forward purchase contracts, the shares purchased remain issued and outstanding until the forward purchase contracts are settled by the Company. In accordance with new accounting directives from the Securities and Exchange Commission, the approximate $751 million value of forward purchase contracts 3 4 outstanding at year-end has been recorded on the Company's balance sheet as temporary equity. As of December 31, 2000, the Company operated 196 hospitals and 78 ambulatory surgery centers (including 9 hospitals and 3 ASCs owned through equity joint ventures), compared to 207 hospitals and 83 ambulatory surgery centers (including 12 hospitals and 3 ASCs owned through equity joint ventures) as of December 31, 1999. The Company's annual shareholder meeting will be held in Nashville, Tennessee on May 24th at 1:30 pm local time for shareholders of record at March 30, 2001. HCA will host a conference call for investors at 8:30 a.m. CST today. All interested investors are invited to access a live audio broadcast of the call, via Web cast. The broadcast also will be available on a replay basis beginning this afternoon and throughout the next 30 days. The Web cast can be accessed at www.videonewswire.com/HCA/020601/ or via the Investor Relations site at www.hcahealthcare.com. * * * This press release contains forward-looking statements based on current management expectations. Those forward looking statements include statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors including: (i) the outcome of the known and unknown governmental investigations and litigation involving the Company's business practices, including the ability to negotiate, execute and timely consummate definitive settlement agreements in the government's civil cases and approval thereof, (ii) the highly competitive nature of the health care business, (iii) the efforts of insurers, health care providers and others to contain health care costs, (iv) possible changes in the Medicare program that may impact reimbursements to health care providers and insurers, (v) changes in Federal, state or local regulation affecting the health care industry, (vi) the possible enactment of Federal or state health care reform, (vii) the ability to attract and retain qualified management and personnel, including affiliated physicians, (viii) liabilities and other claims asserted against the Company, (ix) fluctuations in the market value of the Company's common stock, (x) ability to complete the share repurchase program and to settle related forward purchase contracts, (xi) changes in accounting practices, (xii) changes in general economic conditions, (xiii) future divestitures which may result in additional charges, (xiv) the ability to enter into managed care provider arrangements on acceptable terms, (xv) the availability and terms of capital to fund the expansion of the Company's business, (xvi) changes in business strategy or development plans, (xvii) slowness of reimbursement, (xviii) the ability to implement the Company's shared services and e-health initiatives, (xix) the outcome of pending and any future tax audits and litigation associated with the Company's tax positions, (xx) the outcome of the Company's continuing efforts to monitor, maintain and comply with appropriate laws, regulations, policies and procedures and the Company's anticipated corporate integrity agreement with the government, and (xxi) other risk factors detailed from time to time in the Company's filings with the SEC may cause actual results to differ materially from these anticipated in the forward looking statements. Many of the factors that will determine the Company's future results are beyond the ability of the Company to control or predict. 4 5 Readers should not place undue reliance on forward-looking statements, which reflect management's views only as of the date hereof. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. ALL REFERENCES TO "COMPANY" AND "HCA" AS USED THROUGHOUT THIS DOCUMENT REFER TO HCA - THE HEALTHCARE COMPANY AND ITS AFFILIATES. 5 6 HCA CONSOLIDATED OPERATING RESULTS SUMMARY (Dollars in millions, except per share amounts)
FOR THE TWELVE MONTHS FOURTH QUARTER ENDED DECEMBER 31, ---------------------- ---------------------- 2000 1999 2000 1999 --------- --------- --------- --------- Revenues......................................................................... $ 4,173 $ 3,942 $ 16,670 $ 16,657 EBITDA (a)....................................................................... $ 736 $ 649 $ 3,177 $ 2,888 Net income: Excluding settlement with federal government, gains and losses on sales of facilities, impairment of long-lived assets and restructuring of operations and investigation related costs............................... $ 198 $ 159 $ 913 $ 767 Settlement with federal government (net of tax)............................. (95) -- (593) -- Gains and losses on sales of facilities (net of tax)........................ (2) 13 16 164 Impairment of long-lived assets (net of tax)................................ (68) (63) (80) (194) Restructuring of operations and investigation related costs (net of tax).... (12) (18) (37) (80) ---------------------- ---------------------- Net income.................................................................. $ 21 $ 91 $ 219 $ 657 ====================== ====================== Diluted earnings per share: Excluding settlement with federal government, gains and losses on sales of facilities, impairment of long-lived assets and restructuring of operations and investigation related costs............................... $0.35 $0.28 $1.61 $1.30 Settlement with federal government.......................................... (0.17) -- (1.05) -- Gains and losses on sales of facilities..................................... -- 0.02 0.03 0.28 Impairment of long-lived assets............................................. (0.12) (0.11) (0.14) (0.33) Restructuring of operations and investigation related costs................. (0.02) (0.03) (0.06) (0.14) ---------------------- ---------------------- Net income.................................................................. $ 0.04 $ 0.16 $ 0.39 $ 1.11 ====================== ====================== Shares used in computing diluted earnings per share (000)........................ 566,128 568,589 567,685 591,029
- ------------------------------ (a) EBITDA is defined as income before depreciation and amortization, interest expense, settlement with federal government, gains and losses on sales of facilities, impairment of long-lived assets, restructuring of operations and investigation related costs, minority interests and income taxes 6 7 HCA CONSOLIDATED INCOME STATEMENTS FOURTH QUARTER (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
2000 1999 ---------------------- ------------------ AMOUNT RATIO Amount Ratio --------- ----- ------- ----- Revenues........................................................... $ 4,173 100.0% $ 3,942 100.0% Salaries and benefits.............................................. 1,683 40.3 1,611 40.9 Supplies........................................................... 669 16.0 651 16.5 Other operating expenses........................................... 797 19.2 764 19.3 Provision for doubtful accounts.................................... 321 7.7 284 7.2 Equity in earnings of affiliates................................... (33) (0.8) (17) (0.4) ---------------------- ------------------ 3,437 82.4 3,293 83.5 ---------------------- ------------------ EBITDA......................................................... 736 17.6 649 16.5 Depreciation and amortization...................................... 255 6.0 258 6.6 Interest expense................................................... 157 3.8 120 3.0 Settlement with federal government................................. 95 2.3 -- -- Gains and losses on sales of facilities............................ 4 0.1 (40) (1.0) Impairment of long-lived assets.................................... 100 2.4 60 1.5 Restructuring of operations and investigation related costs........ 21 0.5 32 0.8 ---------------------- ------------------ Income before minority interests and income taxes.................. 104 2.5 219 5.6 Minority interests in earnings of consolidated entities............ 3 0.1 16 0.5 ---------------------- ------------------ Income before income taxes......................................... 101 2.4 203 5.1 Provision for income taxes......................................... 80 1.9 112 2.8 ---------------------- ------------------ Net income..................................................... $ 21 0.5 $ 91 2.3 ====================== ================== Diluted earnings per share: Excluding settlement with federal government, gains and losses on sales of facilities, impairment of long-lived assets and restructuring of operations and investigation related costs.............................. $ 0.35 $ 0.28 Settlement with federal government............................. (0.17) -- Gains and losses on sales of facilities........................ -- 0.02 Impairment of long-lived assets................................ (0.12) (0.11) Restructuring of operations and investigation related costs.... (0.02) (0.03) --------- ------- Net income..................................................... $ 0.04 $ 0.16 ========= ======= Shares used in computing diluted earnings per share (000).......... 566,128 568,589
Certain prior year amounts have been reclassified to conform to current year presentation. 7 8 HCA CONSOLIDATED INCOME STATEMENTS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2000 AND 1999 (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
2000 1999 ----------------------- ---------------- AMOUNT RATIO Amount Ratio Revenues......................................................... $ 16,670 100.0% $ 16,657 100.0% Salaries and benefits............................................ 6,639 39.8 6,694 40.2 Supplies......................................................... 2,640 15.8 2,645 15.9 Other operating expenses......................................... 3,085 18.6 3,251 19.5 Provision for doubtful accounts.................................. 1,255 7.5 1,269 7.6 Equity in earnings of affiliates................................. (126) (0.8) (90) (0.5) ----------------------- ----------------- 13,493 80.9 13,769 82.7 ----------------------- ----------------- EBITDA....................................................... 3,177 19.1 2,888 17.3 Depreciation and amortization.................................... 1,033 6.2 1,094 6.6 Interest expense................................................. 559 3.4 471 2.8 Settlement with federal government............................... 840 5.0 -- -- Gains on sales of facilities..................................... (34) (0.2) (297) (1.8) Impairment of long-lived assets.................................. 117 0.7 220 1.3 Restructuring of operations and investigation related costs...... 62 0.4 116 0.7 ----------------------- ----------------- Income before minority interests and income taxes................ 600 3.6 1,284 7.7 Minority interests in earnings of consolidated entities.......... 84 0.5 57 0.3 ----------------------- ----------------- Income before income taxes....................................... 516 3.1 1,227 7.4 Provision for income taxes....................................... 297 1.8 570 3.5 ----------------------- ----------------- Net income................................................... $ 219 1.3 $ 657 3.9 ======================= ================= Diluted earnings per share: Excluding settlement with federal government, gains on sales of facilities, impairment of long-lived assets and restructuring of operations and investigation related costs.......................................... $ 1.61 $ 1.30 Settlement with federal government........................... (1.05) -- Gains on sales of facilities................................. 0.03 0.28 Impairment of long-lived assets.............................. (0.14) (0.33) Restructuring of operations and investigation related costs.. (0.06) (0.14) -------- -------- Net income................................................... $ 0.39 $ 1.11 ======== ======== Shares used in computing diluted earnings per share (000)........ 567,685 591,029
Certain prior year amounts have been reclassified to conform to current year presentation. 8 9 HCA CONSOLIDATED BALANCE SHEETS (DOLLARS IN MILLIONS)
DECEMBER 31, SEPTEMBER 30, DECEMBER 31, 2000 2000 1999 --------- --------- --------- ASSETS Current assets: Cash and cash equivalents........................... $ 314 $ 180 $ 190 Accounts receivable, net............................ 2,211 2,044 1,873 Other............................................... 1,928 1,725 1,534 --------- --------- --------- Total current assets........................... 4,453 3,949 3,597 Property and equipment, at cost.......................... 14,290 14,772 14,084 Accumulated depreciation................................. (5,810) (5,987) (5,594) --------- --------- --------- 8,480 8,785 8,490 Investments of insurance subsidiary...................... 1,371 1,486 1,457 Investments in and advances to affiliates................ 779 586 654 Intangible assets, net of accumulated amortization....... 2,155 2,312 2,319 Other.................................................... 330 389 368 --------- --------- --------- $ 17,568 $ 17,507 $ 16,885 ========= ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable.................................... $ 693 $ 614 $ 657 Other current liabilities........................... 1,689 1,509 1,515 Government settlement accrual....................... 840 745 -- Long-term debt due within one year.................. 1,121 1,434 1,160 --------- --------- --------- Total current liabilities...................... 4,343 4,302 3,332 Long-term debt........................................... 5,631 5,426 5,284 Professional liability risks, deferred taxes and other liabilities................................... 1,848 1,671 1,889 Minority interests in equity of consolidated entities.... 572 702 763 Forward purchase contracts and put options............... 769 -- -- Stockholders' equity..................................... 4,405 5,406 5,617 --------- --------- --------- $ 17,568 $ 17,507 $ 16,885 ========= ========= ========= Current ratio............................................ 1.03 0.92 1.08 Ratio of debt to debt plus common, temporary and minority equity..................................... 54.0% 52.9% 50.2% Shares outstanding (thousands)........................... 542,992 552,842 564,273
9 10 HCA OPERATING STATISTICS
FOR THE TWELVE MONTHS FOURTH QUARTER ENDED DECEMBER 31, -------------------------- ---------------------------- 2000 1999 2000 1999 ---------- ---------- ----------- ----------- CONSOLIDATED HOSPITALS: Number of Hospitals 187 195 187 195 Weighted Average Licensed Beds 41,128 42,850 41,659 46,291 Licensed Beds at End of Period 41,009 42,484 41,009 42,484 Admissions 383,600 381,700 1,553,500 1,625,400 Same Facility % Change 1.8% 2.8% Equivalent Admissions 565,800 567,000 2,300,800 2,425,100 Same Facility % Change 1.1% 2.6% Revenue per Equivalent Admission $ 7,377 $ 6,953 $ 7,246 $ 6,869 Same Facility % Change 5.2% 3.6% Patient Days 1,892,600 1,875,400 7,668,400 8,030,800 Equivalent Patient Days 2,791,400 2,785,900 11,356,900 11,982,000 Emergency Room Visits 1,123,000 1,114,800 4,534,400 4,765,900 Outpatient Revenues as a Percentage of Patient Revenues 36.7% 38.5% 37.4% 38.8% Surgery Cases 320,300 324,100 1,310,100 1,372,600 Average Length of Stay 4.9 4.9 4.9 4.9 Occupancy 50.0% 47.6% 50.3% 47.5% Equivalent Occupancy 73.7% 70.7% 74.5% 70.9% NUMBER OF CONSOLIDATED AND NON-CONSOLIDATED (50/50 EQUITY JOINT VENTURES) HOSPITALS: Consolidated 187 195 187 195 Non-Consolidated (50/50 Equity Joint Ventures) 9 12 9 12 ---------- ---------- ----------- ----------- Total Number of Hospitals 196 207 196 207 ========== ========== =========== ===========
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