-----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, RoVD8cxWTQ1N3EKw7aA1NXDk9vLH0y0ZtIFdwA02Q8a0CC41fQI3mI+sMC9YQRMT cwz/S+Pijq51kY667WT2xg== 0000950144-06-000258.txt : 20060113 0000950144-06-000258.hdr.sgml : 20060113 20060113085133 ACCESSION NUMBER: 0000950144-06-000258 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060113 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060113 DATE AS OF CHANGE: 20060113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCA INC/TN CENTRAL INDEX KEY: 0000860730 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 752497104 STATE OF INCORPORATION: DE FISCAL YEAR END: 0324 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 06528351 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: HCA THE HEALTHCARE CO DATE OF NAME CHANGE: 20010419 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 8-K 1 g99172e8vk.htm HCA INC. - FORM 8-K HCA INC. - FORM 8-K
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 13, 2006 (January 13, 2006)

HCA INC.


(Exact name of registrant as specified in its charter)
         
Delaware   001-11239   75-2497104

 
 
 
 
 
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer
      Identification No.)
     
One Park Plaza, Nashville, Tennessee   37203

 
 
 
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (615) 344-9551

Not Applicable


(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


TABLE OF CONTENTS

Item 2.02. Results of Operations and Financial Condition
Item 7.01. Regulation FD Disclosure
Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.1 PRESS RELEASE


Table of Contents

Item 2.02. Results of Operations and Financial Condition

     On January 13, 2006, HCA Inc. (the “Company”) issued a press release announcing, among other matters, its preliminary results of operations for the fourth quarter and fiscal year ended December 31, 2005, the text of which is set forth as Exhibit 99.1.

Item 7.01. Regulation FD Disclosure

     On January 13, 2006, the Company issued a press release announcing, among other matters, its preliminary results of operations for the fourth quarter and fiscal year ended December 31, 2005, the text of which is set forth as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(c)

     
Exhibit    
Number
  Exhibit Title
99.1
  Press Release dated January 13, 2006

 


Table of Contents

     
SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  HCA INC.
 
 
  By:   /s/ R. Milton Johnson    
    R. Milton Johnson    
    Executive Vice President and Chief Financial Officer   
 

Date: January 13, 2006

 


Table of Contents

     
EXHIBIT INDEX
     
Exhibit    
Number
  Exhibit Title
99.1
  Press Release dated January 13, 2006

 

EX-99.1 2 g99172exv99w1.txt EX-99.1 PRESS RELEASE EXHIBIT 99.1 HCA NEWS - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE INVESTOR CONTACT: MEDIA CONTACT: Mark Kimbrough Jeff Prescott 615-344-2688 615-344-5708 HCA PREVIEWS FOURTH QUARTER 2005 RESULTS NASHVILLE, TENN., JANUARY 13, 2006 - HCA (NYSE: HCA) announced today it expects its financial results for the quarter and year ended December 31, 2005 to approximate $0.72 to $0.76 per diluted share and $3.17 to $3.21 per diluted share, respectively. On October 25, 2005, the Company issued guidance of $3.10 to $3.20 per diluted share for the full year 2005. In 2004, HCA reported diluted earnings per share of $0.70 for the fourth quarter and $2.58 for the full year. Financial results for the fourth quarter of 2005 include a pretax gain on the sale of facilities of $49 million, or $0.04 per diluted share (October 25, 2005 guidance assumed a gain of approximately $0.05 per diluted share) and a reduction in the Company's estimated professional liability insurance reserves of $47 million, or $0.07 per diluted share (October 25, 2005 guidance assumed a benefit of approximately $0.03 per diluted share). During the fourth quarter of 2005, the Company also incurred additional expenses of approximately $27 million, or $0.04 per diluted share, associated with non-insured costs related to its facilities that were affected by hurricanes. These costs (which were not reflected in our October 25, 2005 guidance) include an increase in the reserve for doubtful accounts of $7 million for uninsured patient accounts receivable related to our New Orleans market facilities. The Company expects to report revenues of $6.2 billion for the fourth quarter and $24.5 billion for the year ended December 31, 2005, compared to $5.9 billion and $23.5 billion, respectively, in the same periods of 2004. Same facility revenues increased approximately 4.8 percent and same facility revenue per equivalent admission increased 4.1 percent for the fourth quarter of 2005 (8.1 percent when adjusted for uninsured discounts), compared to the prior year's fourth quarter. The Company initiated a discount program for the uninsured which became effective January 1, 2005. The provision for doubtful accounts for the fourth quarter of 2005 is expected to approximate $625 million, or 10.1 percent of revenues, compared to $626 million, or 10.5 percent of revenues in the fourth quarter of 2004. The Company's provision for doubtful accounts, adjusted to add $235 million of uninsured discounts to both the provision for doubtful accounts and revenues, totaled approximately $860 million, or 13.4 percent of revenues, in the fourth quarter of 2005. Charity care and discounts provided to the uninsured in the fourth quarter of 2005 were $281 million and $235 million, respectively, compared to charity care of $248 million in the prior year's fourth quarter. Same facility uninsured admissions increased by approximately 2,900 admissions, or approximately 15 percent, in the fourth quarter of 2005, compared to the fourth quarter of 2004. Preliminary volume statistics indicate that same facility equivalent admissions increased 0.7 percent in the fourth quarter of 2005, while same facility admissions increased 0.3 percent. For the full year, same facility equivalent admissions increased 1.4 percent, while same facility admissions grew approximately 0.1 percent. The Company repurchased 36.7 million shares of its common stock, at a total cost of approximately $1.849 billion, during the fourth quarter of 2005. Common shares outstanding at December 31, 2005 were 417.5 million, compared to 422.6 million at the end of 2004. Shares used for computing diluted earnings per share approximated 440.7 million in the fourth quarter of 2005, compared to 458.5 million in the fourth quarter of 2004. The Company's effective tax rate for the fourth quarter of 2005 approximated 36.2 percent, compared to 33.1 percent in the fourth quarter of 2004. Today, the Company reiterated its prior earnings guidance for 2006 in a range of $3.25 to $3.45 per diluted share. The following items are included in the Company's 2006 earnings guidance: - An estimated $0.10 to $0.11 per diluted share benefit from the $1.44 billion repurchase of 28.7 million shares completed in November 2005 through its modified "Dutch" auction tender offer. - Additional compensation costs of approximately $45 million, or $0.07 per diluted share, due to the implementation on January 1, 2006, of FASB Statement No. 123(R), "Share-Based Payment". - Anticipated completion of the sale of 5 hospitals to LifePoint Hospitals, Inc. for a gain of approximately $105 million pretax, or $0.15 per diluted share, during the first quarter of 2006. - Revenue increase of approximately 6 to 7 percent on a same facility basis. - Continuing increases in uninsured admissions, resulting in increases in the Company's provision for doubtful accounts. Numerous other factors, many of which are beyond the ability of the Company to control or predict, will determine the Company's actual results in 2006. Management believes the most significant of such factors are hospital inpatient and outpatient volumes, levels of uninsured patients receiving services at the Company's facilities, the ability to collect uninsured accounts and deductibles and co-pay amounts for insured accounts, and the potential adverse impact from hurricanes or other disasters. HCA plans to report final results for its fourth quarter and full year 2005 on February 1, 2006 and will hold a conference call and web-cast to discuss the fourth quarter and full year 2005 results. # # # CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS This press release contains forward-looking statements based on current management expectations. Those forward-looking statements include all statements other than those made solely 2 with respect to historical fact, including our guidance for future periods and our estimated results of operations for the quarter and year ended December 31, 2005, which are subject to finalization and contingencies associated with the Company's year-end financial and accounting procedures. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to (i) the increased leverage resulting from the financing of the Company's modified "Dutch" auction tender offer, (ii) increases in the amount and risk of collectability of uninsured accounts and deductibles and co-pay amounts for insured accounts, (iii) the ability to achieve operating and financial targets and achieve expected levels of patient volumes and control the costs of providing services, (iv) the highly competitive nature of the health care business, (v) the continuing impact of hurricanes on the Company's facilities and the ability to obtain recoveries under the Company's insurance policies, (vi) the efforts of insurers, health care providers and others to contain health care costs, (vii) possible changes in the Medicare, Medicaid and other state programs that may impact reimbursements to health care providers and insurers, (viii) the outcome of governmental investigations by the United States Attorney for the Southern District of New York and the SEC, (ix) the ability to attract and retain qualified management and personnel, including affiliated physicians, nurses and medical support personnel, (x) potential liabilities and other claims that may be asserted against the Company, (xi) fluctuations in the market value of the Company's common stock, (xii) the impact of the Company's charity care and uninsured discounting policy changes, (xiii) changes in accounting practices, (xiv) changes in general economic conditions, (xv) future divestitures which may result in charges, (xvi) changes in revenue mix and the ability to enter into and renew managed care provider arrangements on acceptable terms, (xvii) the availability and terms of capital to fund the expansion of the Company's business, (xviii) changes in business strategy or development plans, (xix) delays in receiving payments for services provided, (xx) the possible enactment of federal or state health care reform, (xxi) the outcome of pending and any future tax audits, appeals and litigation associated with the Company's tax positions, (xxii) the outcome of the Company's continuing efforts to monitor, maintain and comply with appropriate laws, regulations, policies and procedures and the Company's corporate integrity agreement with the government, (xxiii) changes in federal, state or local regulations affecting the health care industry, (xxiv) the ability of the Company to successfully consummate the hospital divestitures to LifePoint Hospitals Inc. on a timely basis and in accordance with the definitive agreement entered into in connection therewith, (xxv) the ability to develop and implement the payroll and human resources information systems within the expected time and cost projections and, upon implementation, to realize the expected benefits and efficiencies, (xxvi) the outcome of certain class action and derivative litigation filed with respect to the Company, and (xxvii) other risk factors detailed in the Company's filings with the SEC. Many of the factors that will determine the Company's future results are beyond the ability of the Company to control or predict. In light of the significant uncertainties inherent in the forward-looking statements contained herein, 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. 3
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