<PAGE> 1
==============================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM 10-Q
--------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file number 0-29818
------------------------------
LifePoint Hospitals, Inc.
(Exact name of registrant as specified in its charter)
Delaware 52-2165845
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
103 Powell Court 37027
Brentwood, Tennessee (Zip Code)
(Address of principal executive offices)
(615) 372-8500
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
-----------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months, (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
YES [X] NO [ ]
<PAGE> 2
Commission file number 333-84755
--------------------------------
LifePoint Hospitals Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware 52-2167869
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
103 Powell Court
Brentwood, Tennessee 37027
(Address of principal executive offices) (Zip Code)
(615) 372-8500
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
As of July 31, 2000, the number of outstanding shares of Common Stock
of LifePoint Hospitals, Inc. was 31,434,831, and all of the shares of Common
Stock of LifePoint Hospitals Holdings, Inc. were owned by LifePoint Hospitals,
Inc.
===============================================================================
<PAGE> 3
Part I: Financial Information
Item 1: Financial Statements
LIFEPOINT HOSPITALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED
(Dollars in millions, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
----------------------- -----------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues ............................................... $ 133.3 $ 128.2 $ 269.3 $ 262.4
Salaries and benefits .................................. 54.4 55.8 110.1 112.9
Supplies ............................................... 16.0 15.6 33.0 32.0
Other operating expenses ............................... 28.5 30.1 58.2 58.6
Provision for doubtful accounts ........................ 9.8 9.1 18.9 19.4
Depreciation and amortization .......................... 8.4 7.9 16.8 15.4
Interest expense ....................................... 7.4 6.0 14.6 10.7
Management fees ........................................ -- 0.8 -- 3.2
ESOP expense ........................................... 1.3 0.5 2.4 0.5
---------- ---------- ---------- ----------
125.8 125.8 254.0 252.7
---------- ---------- ---------- ----------
Income before minority interests and
income taxes .......................................... 7.5 2.4 15.3 9.7
Minority interests in earnings of consolidated entities 0.7 0.6 1.3 1.0
---------- ---------- ---------- ----------
Income before income taxes ............................. 6.8 1.8 14.0 8.7
Provision for income taxes ............................. 3.1 0.8 6.3 3.7
---------- ---------- ---------- ----------
Net income .......................................... $ 3.7 $ 1.0 $ 7.7 $ 5.0
========== ========== ========== ==========
Earnings per share:
Basic ............................................... $ 0.12 $ 0.04 $ 0.25 $ 0.17
========== ========== ========== ==========
Diluted ............................................. $ 0.11 $ 0.04 $ 0.24 $ 0.17
========== ========== ========== ==========
Shares used in earnings per share calculations (000s):
Basic ............................................... 31,307 30,198 31,245 30,049
Dilutive securities - stock options ............. 1,232 250 1,036 259
---------- ---------- ---------- ----------
Diluted ............................................. 32,539 30,448 32,281 30,308
========== ========== ========== ==========
</TABLE>
See accompanying notes.
2
<PAGE> 4
LIFEPOINT HOSPITALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED
(Dollars in millions, except per share amounts)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
------- -------
<S> <C> <C>
ASSETS
---------------------
Current assets:
Cash and cash equivalents ........................................ $ 5.9 $ 12.5
Accounts receivable, less allowance for doubtful accounts of $56.2
at June 30, 2000 and $50.3 at December 31, 1999 ................. 47.2 46.7
Inventories ...................................................... 14.2 14.3
Deferred taxes and other current assets .......................... 33.0 25.9
------- -------
100.3 99.4
Property and equipment, at cost:
Land ............................................................. 9.3 7.9
Buildings ........................................................ 229.8 204.1
Equipment ........................................................ 260.4 260.6
Construction in progress (estimated cost to complete and equip
after June 30, 2000 - $7.5) ..................................... 12.0 20.2
------- -------
511.5 492.8
Accumulated depreciation ............................................ (201.1) (198.4)
------- -------
310.4 294.4
Intangible assets, net of accumulated amortization of $8.2 at
June 30, 2000 and $7.5 at December 31, 1999 ...................... 51.7 26.4
Other ............................................................... 33.9 0.2
------- -------
$ 496.3 $ 420.4
======= =======
LIABILITIES AND EQUITY
-------------------------
Current liabilities:
Accounts payable ................................................. $ 10.2 $ 26.5
Accrued salaries ................................................. 15.7 14.7
Other current liabilities ........................................ 16.5 12.9
Current maturities of long-term debt ............................. 9.3 3.1
------- -------
51.7 57.2
Long-term debt ...................................................... 313.8 257.1
Deferred taxes ...................................................... 21.5 12.5
Professional liability risks and other liabilities .................. 6.4 3.4
Minority interests in equity of consolidated entities ............... 4.1 4.5
Stockholders' equity:
Preferred stock, $0.01 par value; 10,000,000 shares authorized;
no shares issued ................................................ -- --
Common stock, $0.01 par value; 90,000,000 shares authorized;
31,393,943 shares outstanding at June 30, 2000 and 31,184,160
at December 31, 1999 ............................................ 0.3 0.3
Capital in excess of par value ................................... 141.7 137.9
Unearned ESOP compensation ....................................... (27.3) (28.9)
Notes receivable for shares sold to employees .................... (10.2) (10.2)
Accumulated deficit .............................................. (5.7) (13.4)
------- -------
98.8 85.7
------- -------
$ 496.3 $ 420.4
======= =======
</TABLE>
See accompanying notes.
3
<PAGE> 5
LIFEPOINT HOSPITALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
(Dollars in millions)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
--------------------
2000 1999
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net income ......................................... $ 7.7 $ 5.0
Adjustments to reconcile net income to
net cash provided by operating activities:
ESOP expense ................................... 2.4 0.5
Provision for doubtful accounts ................ 18.9 19.4
Depreciation and amortization .................. 16.8 15.4
Amortization of deferred loan costs ............ 0.8 --
Deferred income taxes (benefit) ................ 8.7 (3.5)
Reserve for professional liability risk ........ 2.5 1.3
Increase (decrease) in cash from
operating assets and liabilities:
Accounts receivable ......................... (12.9) (22.1)
Inventories and other current assets ........ (2.3) (4.6)
Accounts payable and accrued expenses ....... (11.4) 7.7
Income taxes payable ........................ (2.5) 2.4
Other .......................................... 0.2 (1.1)
------- -------
Net cash provided by operating activities.... 28.9 20.4
Cash flows from investing activities:
Purchase of property and equipment, net ............ (15.0) (28.8)
Purchase of acquired companies ..................... (50.3) --
Cash held for acquisitions ......................... (33.0) --
Other .............................................. (0.2) 0.2
------- -------
Net cash used in investing activities ....... (98.5) (28.6)
Cash flows from financing activities:
Increase (decrease) in long-term debt, net ......... 62.2 (0.5)
Increase in intercompany balances with HCA, net .... -- 24.2
Other .............................................. 0.8 --
------- -------
Net cash provided by financing activities.... 63.0 23.7
Change in cash and cash equivalents .................... (6.6) 15.5
Cash and cash equivalents at beginning of period ....... 12.5 --
------- -------
Cash and cash equivalents at end of period ............. $ 5.9 $ 15.5
======= =======
Interest payments ...................................... $ 13.7 $ 7.0
Income tax payments .................................... $ -- $ 4.7
Supplemental financing non-cash activities:
Assumption of debt from HCA ........................ $ -- $ 260.0
Elimination of intercompany amounts payable to HCA.. $ -- $ 224.2
</TABLE>
See accompanying notes.
4
<PAGE> 6
LIFEPOINT HOSPITALS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
On May 11, 1999, HCA - The Healthcare Company ("HCA"), formerly
Columbia/HCA Healthcare Corporation, completed the spin-off of its operations
comprising the America Group to its shareholders by distributing all outstanding
shares of LifePoint Hospitals, Inc. (the "Distribution"). LifePoint Hospitals,
Inc., together with its subsidiaries, as appropriate, is hereinafter referred to
as the "Company" or "LifePoint". As a result of the Distribution, the Company
became an independent, publicly-traded company. Owners of HCA Common Stock
received one share of the Company's Common Stock for every 19 shares of HCA
Common Stock held which resulted in approximately 29.9 million shares of the
Company's Common Stock outstanding immediately after the Distribution.
At June 30, 2000, the Company was comprised of 22 general, acute care
hospitals and related health care entities. The entities are located in
non-urban areas in the states of Alabama, Florida, Georgia, Kansas, Kentucky,
Louisiana, Tennessee, Utah and Wyoming.
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary for a fair
presentation have been included. Operating results for the three months and six
months ended June 30, 2000 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2000. For further information,
refer to the consolidated financial statements and footnotes thereto included in
the Company's Annual Report on Form 10-K for the year ended December 31, 1999.
Certain estimates, assumptions and allocations were made in preparing
the unaudited condensed consolidated financial statements included herein.
Therefore such financial statements may not necessarily be indicative of the
results of operations, financial position or cash flows that would have existed
had the Company been a separate, independent company throughout all of the
periods presented.
Certain prior year amounts have been reclassified to conform to the
current year presentation.
NOTE 2 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities", which was required to be adopted in years
beginning after June 15, 1999. In June 1999, SFAS No. 137 was issued, deferring
the effective date of SFAS No. 133 for one year. Management does not anticipate
that the adoption of the new statement will have a material effect on the
financial condition or results of operations of the Company.
NOTE 3 - ACQUISITIONS AND DIVESTITURES
On June 30, 2000 the Company funded the purchase price of approximately
$33.0 million for the acquisition of Lander Valley Medical Center in Lander,
Wyoming. The acquisition was effective July 1, 2000 for accounting purposes;
therefore, the allocation of the purchase price will be recorded in the third
quarter of 2000. The purchase price is classified as other assets in the June
30, 2000 balance sheet.
5
<PAGE> 7
Effective June 16, 2000, the Company acquired Putnam Community Medical
Center in Palatka, Florida for approximately $50.3 million. This acquisition was
accounted for using the purchase method of accounting. The allocation of the
purchase price was determined based on currently available information and is
subject to further refinement pending final working capital settlement.
Effective April 1, 2000, the Company sold Halstead Hospital in
Halstead, Kansas and effective February 1, 2000, the Company sold Trinity
Hospital in Erin, Tennessee.
Halstead Hospital and Trinity Hospital were two of the three hospitals
previously held for sale by the Company. The Company recorded an impairment of
long-lived assets related to the hospitals held for sale in 1998 and an
additional impairment in 1999. Due to these impairment charges, no gain or loss
was recorded for the sales of Halstead Hospital and Trinity Hospital during the
six months ended June 30, 2000. The Company anticipates that the divestiture or
closure of the remaining facility held for sale will be completed on or before
September 30, 2000.
The operating results of the acquisition and divestitures have been
consolidated in the accompanying condensed consolidated statements of income for
the periods subsequent to acquisition and for the periods prior to sale.
The following unaudited pro forma results of operations give effect to
the operations of the hospitals acquired and sold during the six months ended
June 30, 2000 as if the respective transactions had occurred at the beginning of
the period presented (in millions, except per share data):
<TABLE>
<CAPTION>
Six Months
Ended
June 30,
-----------------------
2000 1999
------- -------
<S> <C> <C>
Revenues $ 291.9 $ 273.2
Net income $ 8.3 $ 5.9
Earnings per share:
Basic $ 0.26 $ 0.20
Diluted $ 0.26 $ 0.20
</TABLE>
The pro forma results of operations do not purport to represent what
the Company's results of operations would have been had such transactions in
fact occurred at the beginning of the periods presented or to project the
Company's results of operations in any future period.
NOTE 4 - CONTINGENCIES
HCA Investigations, Litigation and Indemnification Rights
Based upon its review of public filings and statements made by HCA,
LifePoint's management understands that HCA is the subject of several federal
investigations into certain of its business practices, as well as governmental
investigations by various states. Any discussion contained in this report
regarding such matters is based solely upon such public filings and statements.
Management of LifePoint understands that HCA is cooperating in these
investigations and that HCA understands, through written notice and other means,
that it is a target in these investigations. Given the breadth of the ongoing
investigations, HCA expects subpoenas and investigative and prosecutorial
activity to occur in these and other jurisdictions in the future. HCA is the
subject of a formal order of investigation by the Securities and Exchange
Commission (the "Commission"). HCA understands that the Commission's
investigation includes the anti-fraud, periodic reporting and internal
accounting control provisions of the federal securities laws. According to
published reports, on July 2, 1999, a federal jury in Tampa, Florida found two
HCA employees guilty of conspiracy and making false statements on Medicare and
TRICARE cost reports for the years 1992 and 1993 and on a Medicaid cost report
for 1993. Both were found not guilty of obstructing a federal auditor. One other
employee was acquitted on all counts for which he had been charged and the jury
was unable to
6
<PAGE> 8
reach a verdict with respect to another employee. This employee and the
government executed an agreement to defer prosecution for 18 months after which
charges will be dismissed. The two convicted employees were sentenced in
December 1999 and both have appealed to the 11th Circuit.
HCA is a defendant in several qui tam actions, or actions under a state
statute brought by private parties on behalf of the United States of America,
which have been unsealed and served on HCA. The actions allege, in general, that
HCA and certain subsidiaries and/or affiliated partnerships violated the False
Claims Act by submitting improper claims to the government for reimbursement.
The lawsuits seek three times the amount of damages caused to the United States
by submission of any Medicare or Medicaid false claims presented by the
defendants to the federal government, civil penalties of not less than $5,000
nor more than $10,000 for each such Medicare or Medicaid claim, attorneys' fees
and costs. The government has intervened in six qui tam actions against HCA. HCA
is aware of additional qui tam actions that remain under seal and believes that
there may be other sealed qui tam cases of which it is unaware.
HCA is a defendant in a number of other suits, which allege, in
general, improper and fraudulent billing, overcharging, coding and physician
referrals, as well as other violations of law. Certain of the suits have been
conditionally certified as class actions. Several derivative actions have been
filed in state court by certain purported stockholders of HCA against certain of
its current and former officers and directors alleging breach of fiduciary duty,
and failure to take reasonable steps to ensure that HCA did not engage in
illegal practices thereby exposing it to significant damages.
On May 18, 2000, HCA announced that it had reached an understanding
with the Civil Division of the Department of Justice to recommend an agreement
to settle, subject to certain conditions, the civil claims actions against HCA
relating to diagnosis related group coding, outpatient laboratory billing and
home health issues. The understanding with the Department of Justice would
require HCA to pay $745 million in compensation to the government, with interest
accruing immediately at a fixed rate of 6.5% per annum, and would reduce HCA's
existing letter of credit agreement with the government from $1 billion to $250
million at the time of the payment of the settlement. The settlement is subject
to approval by additional officials of the Department of Justice, other federal
agencies as well as state officials; execution of a corporate integrity
agreement; execution of definitive settlement documents; execution of agreements
to resolve all criminal investigations pending against HCA and court approval.
We are unable to predict the effect or outcome of any of the ongoing
investigations or qui tam and other actions, or whether any additional
investigations or litigation will be commenced. In connection with the
Distribution, the Company entered into a Distribution Agreement with HCA. The
terms of the Distribution Agreement provide that HCA will indemnify the Company
in respect of any losses which it may incur as a result of the proceedings
described above, all of which the Company believes relate to periods prior to
the Distribution. HCA has also agreed to indemnify the Company in respect of any
losses, which it may incur as a result of proceedings which may be commenced by
government authorities or by private parties in the future that arise from acts,
practices or omissions engaged in prior to the date of the Distribution and
relate to the proceedings described above. HCA has also agreed that, in the
event that any hospital owned by the Company as of the date of the Distribution
is permanently excluded from participation in the Medicare and Medicaid programs
as a result of the proceedings described above, then HCA will make cash payments
to the Company based on an amount (if positive) equal to five times the excluded
hospital's 1998 income from continuing operations before depreciation and
amortization, interest expense, management fees, impairment of long-lived
assets, minority interests and income taxes, as set forth on a schedule to the
Distribution Agreement, less the net proceeds of the sale or other disposition
of the excluded hospital. The Company has agreed with HCA that, in connection
with the pending governmental investigations, the Company will negotiate one or
more compliance agreements with the Office of the Inspector General ("OIG")
setting forth the Company's agreement to
7
<PAGE> 9
comply with applicable laws and regulations. HCA is expected to enter into its
own compliance agreement with the OIG that will become effective when its
settlement is final. If any of such indemnified matters were successfully
asserted against the Company, or any of its facilities, and HCA failed to meet
its indemnification obligations, then such losses could have a material adverse
effect on the business, financial position, results of operations or prospects
of the Company. HCA has not indemnified the Company for losses relating to any
acts, practices and omissions engaged in by the Company after the Distribution,
whether or not the Company is indemnified for similar acts, practices and
omissions occurring prior to the date of the Distribution.
Management of LifePoint believes that the ongoing governmental
investigations and related media coverage may have had a negative effect on
HCA's results of operations (which include the Company for the periods prior to
the date of the Distribution which are presented herein). The extent to which
the Company may or may not continue to be affected by the ongoing investigations
of HCA, the initiation of additional investigations, if any, and the related
media coverage cannot be predicted. It is possible that these matters could have
a material adverse effect on the Company's business, financial condition,
results of operations or prospects in future periods.
General Liability Claims
The Company is subject to claims and suits arising in the ordinary
course of business. In certain of these actions claimants may ask for punitive
damages against the Company, which are usually not covered by insurance. It is
management's opinion that the ultimate resolution of pending claims and legal
proceedings will not have a material adverse effect on the Company's results of
operations or financial position.
Physician Commitments
The Company has committed to provide certain financial assistance
pursuant to recruiting agreements with various physicians practicing in the
communities it serves. In consideration for a physician relocating to one of its
communities and agreeing to engage in private practice for the benefit of the
respective community, the Company may loan certain amounts of money to a
physician, normally over a period of one year, to assist in establishing his or
her practice. Amounts committed to be advanced approximated $10.8 million at
June 30, 2000. The actual amount of such commitments to be subsequently advanced
to physicians often depends upon the financial results of a physician's private
practice during the guaranteed period. Generally, amounts advanced under the
recruiting agreements may be forgiven pro rata over a period of 48 months
contingent upon the physician continuing to practice in the respective
community. It is management's opinion that amounts actually advanced and not
repaid will not have a material adverse effect on the Company's results of
operations or financial position.
NOTE 5 - LONG-TERM DEBT
In June 2000, the Company borrowed the remaining $35 million of its $60
million term loan facility. In addition, in June 2000, the Company borrowed $30
million under the $65 million revolving credit facility. This additional debt
was used to fund acquisitions. At June 30, 2000, the Company had $30 million
outstanding under its revolving credit facility.
Senior Subordinated Notes
The Company's senior subordinated notes (the "Notes") are guaranteed
jointly and severally on a full and unconditional basis by all of the Company's
operating subsidiaries ("Subsidiary Guarantors"). The Company is a holding
company with no operations apart from its ownership of the Subsidiary
Guarantors. The aggregate assets, liabilities, equity and earnings of the
Subsidiary Guarantors are substantially equivalent to the total assets,
liabilities, equity and earnings of the Company and its subsidiaries on a
consolidated basis.
Separate financial statements and other disclosures of the wholly owned
Subsidiary Guarantors are not presented because management believes that such
separate financial statements and disclosures would not provide additional
material information to investors.
As of May 11, 1999, two of the Subsidiary Guarantors were not wholly
owned and the guarantees of such non-wholly owned entities were limited. During
the fourth quarter of 1999, the Company acquired ownership of the remaining
interest in one such Subsidiary Guarantor, and the limitations on the guarantee
of such Subsidiary Guarantor, as well as the limitations on the guarantee of the
remaining non-wholly owned Subsidiary Guarantor, were eliminated. Therefore, at
8
<PAGE> 10
June 30, 2000, only one of the Company's subsidiaries, Dodge City Healthcare
Group, L.P., was not wholly owned, although all assets, liabilities, equity and
earnings of this entity fully and unconditionally, jointly and severally
guarantee the Notes. The Company owns approximately 70% of the partnership
interests in this mostly owned Subsidiary Guarantor.
Presented below is summarized condensed unaudited consolidating
financial information for the Company and its subsidiaries as of and for the six
months ended June 30, 2000 segregating the parent company, the issuer of the
Notes (LifePoint Hospitals Holdings, Inc.), the combined wholly owned Subsidiary
Guarantors, the mostly owned Subsidiary Guarantor and eliminations.
LIFEPOINT HOSPITALS, INC.
CONDENSED CONSOLIDATING STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2000
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
WHOLLY MOSTLY
OWNED OWNED
ISSUER OF SUBSIDIARY SUBSIDIARY CONSOLIDATED
PARENT NOTES GUARANTORS GUARANTOR ELIMINATIONS TOTAL
------ ------ ---------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Revenues .......................... $ -- $ -- $253.1 $ 16.2 $ -- $269.3
Salaries and benefits ............. -- -- 104.8 5.3 -- 110.1
Supplies .......................... -- -- 30.9 2.1 -- 33.0
Other operating expenses .......... -- -- 55.8 2.4 -- 58.2
Provision for doubtful accounts ... -- -- 17.8 1.1 -- 18.9
Depreciation and amortization ..... -- -- 15.9 0.9 -- 16.8
Interest expense .................. -- 14.6 (0.2) 0.2 -- 14.6
Management fees ................... -- -- (0.3) 0.3 -- --
ESOP expense ...................... -- -- 2.3 0.1 -- 2.4
Equity in earnings of affiliates... (7.7) (18.2) -- -- 25.9 --
------ ------ ------ ------ ------ ------
(7.7) (3.6) 227.0 12.4 25.9 254.0
------ ------ ------ ------ ------ ------
Income before minority interests
and income taxes ................ 7.7 3.6 26.1 3.8 (25.9) 15.3
Minority interests in earnings of
consolidated entities ........... -- 1.3 -- -- -- 1.3
------ ------ ------ ------ ------ ------
Income before income taxes ........ 7.7 2.3 26.1 3.8 (25.9) 14.0
Provision for income taxes ........ -- (5.4) 11.7 -- -- 6.3
------ ------ ------ ------ ------ ------
Net income ................... $ 7.7 $ 7.7 $ 14.4 $ 3.8 $(25.9) $ 7.7
====== ====== ====== ====== ====== ======
</TABLE>
9
<PAGE> 11
LIFEPOINT HOSPITALS, INC.
CONDENSED CONSOLIDATING BALANCE SHEET
JUNE 30, 2000
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
WHOLLY MOSTLY
OWNED OWNED
ISSUER OF SUBSIDIARY SUBSIDIARY CONSOLIDATED
PARENT NOTES GUARANTORS GUARANTOR ELIMINATIONS TOTAL
------ ------ ---------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
------------------
Current assets:
Cash and cash equivalents ....................... $ -- $ -- $ 5.9 $ -- $ -- $ 5.9
Accounts receivable, net ........................ -- -- 42.0 5.2 -- 47.2
Inventories ..................................... -- -- 13.1 1.1 -- 14.2
Deferred taxes and other current assets ......... -- -- 32.9 0.1 -- 33.0
------ ------ ------ ------ ------- ------
-- -- 93.9 6.4 -- 100.3
Property and equipment, at cost:
Land ............................................ -- -- 9.0 0.3 -- 9.3
Buildings ....................................... -- -- 219.9 9.9 -- 229.8
Equipment ....................................... -- -- 250.0 10.4 -- 260.4
Construction in progress ........................ -- -- 12.0 -- -- 12.0
------ ------ ------ ------ ------- ------
-- -- 490.9 20.6 -- 511.5
Accumulated depreciation ............................ -- -- (189.2) (11.9) -- (201.1)
------ ------ ------ ------ ------- ------
-- -- 301.7 8.7 -- 310.4
Net investment in and advances to subsidiaries ...... 98.8 385.1 -- -- (483.9) --
Intangible assets, net .............................. -- 9.7 31.6 10.4 -- 51.7
Other ............................................... -- -- 33.9 -- -- 33.9
------ ------ ------ ------ ------- ------
$ 98.8 $394.8 $461.1 $ 25.5 $(483.9) $496.3
====== ====== ====== ====== ======= ======
LIABILITIES AND EQUITY
----------------------------
Current liabilities:
Accounts payable ................................ $ -- $ -- $ 9.7 $ 0.5 $ -- $ 10.2
Accrued salaries ................................ -- -- 15.7 -- -- 15.7
Other current liabilities ....................... -- 2.6 13.5 0.4 -- 16.5
Current maturities of long-term debt ............ -- 9.3 -- -- -- 9.3
------ ------ ------ ------ ------- ------
-- 11.9 38.9 0.9 -- 51.7
Intercompany balances to affiliates ................. -- (33.8) 23.2 10.6 -- --
Long-term debt ...................................... -- 313.8 -- -- -- 313.8
Deferred income taxes ............................... -- -- 21.5 -- -- 21.5
Professional liability risks and other liabilities .. -- -- 6.4 -- -- 6.4
Minority interests in equity of consolidated
entities......................................... -- 4.1 -- -- -- 4.1
Stockholders' equity ................................ 98.8 98.8 371.1 14.0 (483.9) 98.8
------ ------ ------ ------ ------- ------
$ 98.8 $394.8 $461.1 $ 25.5 $(483.9) $496.3
====== ====== ====== ====== ======= ======
</TABLE>
10
<PAGE> 12
LIFEPOINT HOSPITALS, INC.
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2000
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
WHOLLY MOSTLY
OWNED OWNED
ISSUER OF SUBSIDIARY SUBSIDIARY CONSOLIDATED
PARENT NOTES GUARANTORS GUARANTOR ELIMINATIONS TOTAL
------ ------ ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income ................................................ $ 7.7 $ 7.7 $14.4 $ 3.8 $(25.9) $ 7.7
Adjustments to reconcile net income to net cash provided by
operating activities:
ESOP expense ........................................... -- -- 2.3 0.1 -- 2.4
Equity in earnings of affiliates ....................... (7.7) (18.2) -- -- 25.9 --
Provision for doubtful accounts ........................ -- -- 17.8 1.1 -- 18.9
Depreciation and amortization .......................... -- -- 15.9 0.9 -- 16.8
Amortization of deferred loan costs .................... -- 0.8 -- -- -- 0.8
Deferred income taxes .................................. -- -- 8.7 -- -- 8.7
Reserve for professional liability risk ................ -- -- 2.5 -- -- 2.5
Increase (decrease) in cash from operating assets and
liabilities:
Accounts receivable .................................. -- -- (11.9) (1.0) -- (12.9)
Inventories and other current assets ................. -- -- (2.4) 0.1 -- (2.3)
Accounts payable and accrued expenses ................ -- 0.1 (11.5) -- -- (11.4)
Income taxes payable ................................. -- -- (2.5) -- -- (2.5)
Other .................................................. -- (1.1) 1.3 -- -- 0.2
----- ----- ----- ----- ----- -----
Net cash provided by (used in) operating
activities .......................................... -- (10.7) 34.6 5.0 -- 28.9
Cash flows from investing activities:
Purchase of property and equipment, net ................... -- -- (14.8) (0.2) -- (15.0)
Purchase of acquired companies ............................ -- -- (50.3) -- -- (50.3)
Cash held for acquisitions ................................ -- -- (33.0) -- -- (33.0)
Other ..................................................... -- -- (0.2) -- -- (0.2)
----- ----- ----- ----- ----- -----
Net cash used in investing activities ................ -- -- (98.3) (0.2) -- (98.5)
Cash flows from financing activities:
Increase in long-term debt, net ........................... -- 62.2 -- -- -- 62.2
Distributions ............................................. -- -- 5.2 (5.2) -- --
Other ..................................................... -- -- 0.8 -- -- 0.8
Increase (decrease) in intercompany balances
with affiliates, net .................................... -- (51.5) 51.1 0.4 -- --
----- ----- ----- ----- ----- -----
Net cash provided by (used in)
financing activities ................................ -- 10.7 57.1 (4.8) -- 63.0
Change in cash and cash equivalents .......................... -- -- (6.6) -- -- (6.6)
Cash and cash equivalents at beginning of period ............. -- -- 12.5 -- -- 12.5
----- ----- ----- ----- ----- -----
Cash and cash equivalents at end of period ................... $ -- $ -- $ 5.9 $ -- $ -- $ 5.9
===== ===== ===== ===== ===== =====
</TABLE>
Note 6 - SUBSEQUENT EVENTS
Effective August 1, 2000, the Company sold Riverview Medical Center in
Gonzales, Louisiana for approximately $20 million. The proceeds from the
transaction and the Company's available cash were used to pay off the $30
million outstanding balance under the Company's revolving credit facility.
11
<PAGE> 13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This discussion should be read in conjunction with the unaudited
Condensed Consolidated Financial Statements included herein.
Overview
On May 11, 1999, HCA completed the Distribution. A description of the
Distribution is included in Note 1 of the Notes to the Condensed Consolidated
Financial Statements included elsewhere in this report.
Forward-Looking Statements
This "Management's Discussion and Analysis of Financial Condition and
Results of Operations" contains disclosures which are forward-looking
statements. Forward-looking statements include all statements that do not relate
solely to historical or current facts and can be identified by the use of words
such as "may", "believe", "will", "expect", "project", "estimate", "anticipate",
"plan" or "continue". These forward-looking statements are based on the current
plans and expectations of the Company and are subject to a number of
uncertainties and risks that could significantly affect current plans and
expectations and the Company's future financial condition and results. These
factors include, but are not limited to, (i) the Company's limited operating
history; (ii) the Company's substantial leverage; (iii) the concentration of the
Company's revenue in Kentucky and Tennessee; (iv) the Company's holding company
structure; (v) the highly competitive nature of the health care business, (vi)
the efforts of insurers, health care providers and others to contain health care
costs, (vii) possible changes in the Medicare program that may further limit
reimbursements to health care providers and insurers, (viii) changes in federal,
state or local regulation affecting the health care industry, (ix) the possible
enactment of federal or state health care reform, (x) the ability to attract and
retain qualified management and personnel, including physicians, (xi)
liabilities and other claims asserted against the Company, including without
limitation, liabilities for which the Company may be indemnified by HCA, (xii)
limitations placed on the Company by the tax ruling received in connection with
the Distribution, which limitations could restrict the Company's ability to
raise capital and implement its acquisition plans, among other things; (xiii)
fluctuations in the market value of the Company's Common Stock, (xiv) changes in
accounting practices, (xv) changes in general economic conditions, and (xvi)
other risk factors. As a consequence, current plans, anticipated actions and
future financial condition and results may differ from those expressed in any
forward-looking statements made by or on behalf of the Company. You are
cautioned not to unduly rely on such forward-looking statements when evaluating
the information presented in this "Management's Discussion and Analysis of
Financial Condition and Results of Operations".
Results of Operations
Revenue/Volume Trends
The Company's revenues continue to be affected by an increasing
proportion of revenue being derived from fixed payment, higher discount sources,
including Medicare, Medicaid and managed care plans. In addition, insurance
companies, government programs (other than Medicare) and employers purchasing
health care services for their employees are also negotiating discounted amounts
that they will pay health care providers rather than paying standard prices. The
Company expects patient volumes from Medicare and Medicaid to continue to
increase because of the general aging of the population and the expansion of
state Medicaid programs. However, under the Balanced Budget Act of 1997, the
Company's reimbursement from the Medicare and Medicaid programs was reduced in
1999 and for the six months ended June 30, 2000 and will be further reduced as
some reductions in reimbursement levels are phased in over the next two to three
years. The Company generally receives lower payments per patient under managed
care plans than under traditional indemnity insurance plans. With an increasing
proportion of services being reimbursed based upon prospective payment amounts
regardless of the cost incurred, revenues, earnings and cash flows are being
reduced. Admissions related to Medicare, Medicaid and managed care plan patients
were 90.5% of total admissions for the six months ended June 30, 2000 compared
to 89.1% for the same period last year.
12
<PAGE> 14
The Company's revenues also continue to be adversely affected by the
trend toward certain services being performed more frequently on an outpatient
basis. Generally, the payments received for an outpatient procedure are less
than payments received for a similar procedure performed in an inpatient
setting. Growth in outpatient services is expected to continue in the health
care industry as procedures performed on an inpatient basis are converted to
outpatient procedures through continuing advances in pharmaceutical and medical
technologies. The redirection of certain procedures to an outpatient basis is
also influenced by pressures from payers to perform certain procedures as
outpatient care rather than inpatient care.
Reductions in Medicare and Medicaid reimbursement, the increasing
percentage of the patient volume related to patients participating in managed
care plans and continuing trends toward more services being performed on an
outpatient basis are expected to present ongoing challenges. The challenges
presented by these trends are magnified by the Company's inability to control
these trends and the associated risks. To maintain and improve its operating
margins in future periods, the Company must, among other things, increase
patient volumes while controlling the costs of providing services. If the
Company is not able to achieve these improvements and the trend toward declining
reimbursements and payments continues, results of operations and cash flow will
deteriorate.
Management believes that the proper response to these challenges
includes the delivery of a broad range of quality health care services to
patients by assuring that physicians with appropriate specializations practice
in the hospitals, that the appropriate equipment and range of specialized
services are available within the hospitals, and that the hospitals are
positioned as community assets.
13
<PAGE> 15
Operating Results Summary
The following is a summary of results of operations for the three
months and six months ended June 30, 2000 and 1999 (dollars in millions):
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30,
----------------------------------
2000 1999
---------------- ----------------
% OF % OF
AMOUNT REVENUES AMOUNT REVENUES
------ -------- ------ --------
<S> <C> <C> <C> <C>
Revenues ............................. $133.3 100.0% $128.2 100.0%
Salaries & benefits .................. 54.4 40.8 55.8 43.5
Supplies ............................. 16.0 12.0 15.6 12.2
Other operating expenses ............. 28.5 21.3 30.1 23.5
Provision for doubtful accounts ...... 9.8 7.4 9.1 7.1
Depreciation & amortization .......... 8.4 6.4 7.9 6.1
Interest expense ..................... 7.4 5.6 6.0 4.7
Management fees allocated from HCA ... -- -- 0.8 0.6
ESOP expense ......................... 1.3 1.0 0.5 0.4
------ ------ ------ ------
125.8 94.5 125.8 98.1
------ ------ ------ ------
Income before minority interests
and income taxes .................... 7.5 5.5 2.4 1.9
Minority interests in earnings of
consolidated entities ............... 0.7 0.4 0.6 0.5
------ ------ ------ ------
Income before income taxes ........... 6.8 5.1 1.8 1.4
Provision for income taxes ........... 3.1 2.3 0.8 0.6
------ ------ ------ ------
Net income ........................... $ 3.7 2.8% $ 1.0 0.8%
====== ====== ====== ======
% changes from prior year:
Revenues............................ 4.0%
Income before income taxes.......... 271.8
Net income.......................... 246.1
Admissions (a)...................... (0.1)
Equivalent admissions (b)........... 4.4
Revenues per equivalent admission .. (0.3)
Same hospital % changes from prior
year (c):
Revenues ........................... 8.6
Admissions (a) ..................... 4.8
Equivalent admissions (b)........... 9.0
Revenues per equivalent admission .. (0.3)
</TABLE>
14
<PAGE> 16
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
----------------------------------
2000 1999
---------------- ----------------
% OF % OF
AMOUNT REVENUES AMOUNT REVENUES
------ -------- ------ --------
<S> <C> <C> <C> <C>
Revenues ............................. $269.3 100.0% $262.4 100.0%
Salaries & benefits .................. 110.1 40.9 112.9 43.0
Supplies ............................. 33.0 12.2 32.0 12.2
Other operating expenses ............. 58.2 21.7 58.6 22.3
Provision for doubtful accounts ...... 18.9 7.0 19.4 7.4
Depreciation & amortization .......... 16.8 6.3 15.4 5.9
Interest expense ..................... 14.6 5.4 10.7 4.1
Management fees allocated from HCA ... -- -- 3.2 1.2
ESOP expense ......................... 2.4 0.9 0.5 0.2
------ ------ ------ ------
254.0 94.4 252.7 96.3
------ ------ ------ ------
Income before minority interests
and income taxes .................... 15.3 5.6 9.7 3.7
Minority interests in earnings of
consolidated entities ............... 1.3 0.4 1.0 0.4
------ ------ ------ ------
Income before income taxes ........... 14.0 5.2 8.7 3.3
Provision for income taxes ........... 6.3 2.3 3.7 1.4
------ ------ ------ ------
Net income ........................... $ 7.7 2.9% $ 5.0 1.9%
====== ====== ====== ======
% changes from prior year:
Revenues............................ 2.7%
Income before income taxes.......... 61.5
Net income.......................... 53.2
Admissions (a)...................... (2.3)
Equivalent admissions (b)........... 2.0
Revenues per equivalent admission... 0.6
Same hospital % changes from prior
year (c):
Revenues ........................... 7.4
Admissions (a) ..................... 2.2
Equivalent admissions (b) .......... 6.2
Revenues per equivalent admission .. 1.2
</TABLE>
(a) Represents the total number of patients admitted (in the facility for a
period in excess of 23 hours) to the Company's hospitals and is used by
management and certain investors as a general measure of inpatient
volume.
(b) Equivalent admissions are used by management and certain investors as a
general measure of combined inpatient and outpatient volume. Equivalent
admissions are computed by multiplying admissions (inpatient volume) by
the sum of gross inpatient revenue and gross outpatient revenue and
then dividing the resulting amount by gross inpatient revenue. The
equivalent admissions computation "equates" outpatient revenue to the
volume measure (admissions) used to measure inpatient volume resulting
in a general measure of combined inpatient and outpatient volume.
(c) Same hospital information excludes the operations of hospitals which
were either acquired or divested during the current and prior period.
For the three and six months ended June 30, 2000 and 1999, same
hospital information also excludes the Company's remaining hospital
held for sale.
15
<PAGE> 17
For the Three Months Ended June 30, 2000 and 1999
Revenues increased 4.0% to $133.3 million for the three months ended
June 30, 2000 compared to $128.2 million for the three months ended June 30,
1999. This increase is primarily attributable to an 8.6% increase in same
hospital revenue and the acquisition of a hospital in June 2000. The increase
in revenues was partially offset by the sale of two hospitals during fiscal
2000. The 8.6% increase in same hospital revenues was primarily a result of a
4.8% increase in same hospital inpatient admissions, a 9.0% increase in same
hospital equivalent admissions (adjusted to reflect combined inpatient and
outpatient volume) and favorable cost report adjustments of $1.8 million
recorded during the three months ended June 30, 2000.
Revenues per equivalent admission decreased 0.3% primarily due to an
increase in outpatient revenues for the three months ended June 30, 2000
compared to the same period last year as revenues earned on outpatient services
are generally lower than revenues earned on inpatient services. Net outpatient
revenues as a percentage of net patient revenues were 50.1% for the three months
ended June 30, 2000 compared to 47.4% for the same period last year. The
decrease in revenues per equivalent admission was also affected by decreases in
Medicare reimbursement rates mandated by the Balanced Budget Act which became
effective October 1, 1997 (such rates lowered revenues by approximately $0.2
million for the three months ended June 30, 2000 compared to the three months
ended June 30, 1999), and continued increases in the number of managed care
payers (managed care as a percentage of total admissions increased to 22.6% for
the three months ended June 30, 2000 compared to 19.6% for the three months
ended June 30, 1999).
Salaries and benefits decreased as a percentage of revenues to 40.8%
for the three months ended June 30, 2000 from 43.5% for the three months ended
June 30, 1999 primarily as a result of improvements in labor productivity.
Man-hours per equivalent admission decreased 10.1% over the same period in the
prior year.
Supply costs decreased as a percentage of revenues to 12.0% for the
three months ended June 30, 2000 from 12.2% for the three months ended June 30,
1999 primarily as a result of a 2.3% decrease in the cost of supplies per
equivalent admission.
Other operating expenses decreased as a percentage of revenues to 21.3%
for the three months ended June 30, 2000 from 23.5% for the three months ended
June 30, 1999. Other operating expenses consist primarily of contract services,
physician recruitment, professional fees, repairs and maintenance, rents and
leases, utilities, insurance, marketing and non-income taxes. The decrease was
primarily the result of a decrease in contract services as a percentage of
revenues.
Provision for doubtful accounts increased as a percentage of revenues
to 7.4% for the three months ended June 30, 2000 from 7.1% for the three months
ended June 30, 1999 primarily due to an increase in the provision for doubtful
accounts as a percentage of revenue at the Company's remaining hospital facility
that is held for sale.
Depreciation and amortization expense increased to $8.4 million for the
three months ended June 30, 2000 from $7.9 million for the three months ended
June 30, 1999 primarily due to the opening of a replacement facility in Bartow,
Florida in December 1999.
Interest expense increased to $7.4 million for the three months ended
June 30, 2000 from $6.0 million for the three months ended June 30, 1999. This
increase is primarily due to the interest expense incurred on the debt
obligations assumed from HCA. For the three months ended June 30, 1999, interest
expense was a combination of interest incurred on the net intercompany balance
with HCA and approximately one and a half months of interest expense on debt
obligations assumed from HCA. Upon the Distribution, the intercompany amounts
payable by the Company to HCA were eliminated.
16
<PAGE> 18
Management fees incurred during 1999 represent fees allocated by HCA
prior to the Distribution. This amount represented allocations, using revenues
as the allocation basis, of the corporate, general and administrative expenses
of HCA.
ESOP expense increased to $1.3 million for the three months ended June
30, 2000 from $0.5 million for the three months ended June 30, 1999. The ESOP
was established in June 1999; therefore, only one month of expense for the ESOP
is reflected in the three months ended June 30, 1999.
Minority interests decreased slightly as a percentage of revenues to
0.4% for the three months ended June 30, 2000 from 0.5% for the three months
ended June 30, 1999.
Income before income taxes increased to $6.8 million for the three
months ended June 30, 2000 compared to $1.8 million for the three months ended
June 30, 1999 primarily as a result of increases in revenues and decreases in
certain expenses as described above.
Net income increased to $3.7 million for the three months ended June
30, 2000 compared to $1.0 million for the three months ended June 30, 1999.
For the Six Months Ended June 30, 2000 and 1999
Revenues increased 2.7% to $269.3 million for the six months ended
June 30, 2000 compared to $262.4 million for the six months ended June 30, 1999.
This increase is primarily attributable to a 7.4% increase in same hospital
revenue and the acquisition of a hospital in June 2000. The increase in
revenues was partially offset by the sale of two hospitals during fiscal 2000.
The 7.4% increase in same hospital revenues was primarily a result of a 2.2%
increase in same hospital inpatient admissions, a 6.2% increase in same hospital
equivalent admissions (adjusted to reflect combined inpatient and outpatient
volume) and favorable cost report adjustments of $1.5 million recorded during
the six months ended June 30, 2000 compared to $0.4 million recorded during the
six months ended June 30, 1999.
Revenues per equivalent admission increased 0.6% primarily as a result
of an increase in the number of higher intensity services provided by the
Company during the six months ended June 30, 2000 compared to the six months
ended June 30, 1999. The increase in revenues per equivalent admission was
partially offset by decreases in Medicare reimbursement rates mandated by the
Balanced Budget Act which became effective October 1, 1997 (such rates lowered
revenues by approximately $0.5 million for the six months ended June 30, 2000
compared to the six months ended June 30, 1999), and continued increases in the
number of managed care payers (managed care as a percentage of total admissions
increased to 22.0% for the six months ended June 30, 2000 compared to 19.2% for
the six months ended June 30, 1999).
Salaries and benefits decreased as a percentage of revenues to 40.9%
for the six months ended June 30, 2000 from 43.0% for the six months ended June
30, 1999 primarily as a result of improvements in labor productivity. Man-hours
per equivalent admission decreased 5.7% over the same period last year.
Supply costs remained constant as a percentage of revenues at 12.2% for
the six months ended June 30, 2000 and 1999.
Other operating expenses decreased as a percentage of revenues to 21.7%
for the six months ended June 30, 2000 from 22.3% for the six months ended June
30, 1999. Other operating expenses consist primarily of contract services,
physician recruitment, professional fees, repairs and maintenance, rents and
leases, utilities, insurance, marketing and non-income taxes. The decrease was
primarily the result of a decrease in contract services as a percentage of
revenues.
Provision for doubtful accounts decreased as a percentage of revenues
to 7.0% for the six months ended June 30, 2000 from 7.4% for the six months
ended June 30, 1999 primarily due to an improvement in the Company's accounts
receivable days outstanding.
17
<PAGE> 19
Depreciation and amortization expense increased to $16.8 million for
the six months ended June 30, 2000 from $15.4 million for the six months ended
June 30, 1999 primarily due to the opening of a replacement facility in Bartow,
Florida in December 1999.
Interest expense increased to $14.6 million for the six months ended
June 30, 2000 from $10.7 million for the six months ended June 30, 1999. This
increase is primarily due to the interest expense incurred on the debt
obligations assumed from HCA. For the six months ended June 30, 1999, interest
expense was a combination of interest incurred on the net intercompany balance
with HCA and approximately one and a half months of interest expense on debt
obligations assumed from HCA. Upon the Distribution, the intercompany amounts
payable by the Company to HCA were eliminated.
Management fees incurred during 1999 represent fees allocated by HCA
prior to the Distribution. This amount represented allocations, using revenues
as the allocation basis, of the corporate, general and administrative expenses
of HCA.
ESOP expense increased to $2.4 million for the six months ended June
30, 2000 from $0.5 million for the six months ended June 30, 1999. The ESOP was
established in June 1999; therefore, only one month of expense for the ESOP is
reflected in the six months ended June 30, 1999.
Minority interests remained constant as a percentage of revenues at
0.4% for the six months ended June 30, 2000 and 1999.
Income before income taxes increased to $14.0 million for the six
months ended June 30, 2000 compared to $8.7 million for the six months ended
June 30, 1999 primarily as a result of increases in revenues and decreases in
certain expenses as described above.
Net income increased to $7.7 for the six months ended June 30, 2000
compared to $5.0 million for the six months ended June 30, 1999.
Pro Forma Operating Results Summary
The following is a summary of pro forma results for the three and six
months ended June 30, 2000 and 1999 (dollars in millions, except per share
amounts). The pro forma results reflect the results of the Company's operations
as if the Distribution and the divestitures of the three facilities the
Company's management previously identified as held for sale had occurred at the
beginning of 1999.
18
<PAGE> 20
<TABLE>
<CAPTION>
PRO FORMA COMPARISONS FOR THE
THREE MONTHS ENDED JUNE 30,
----------------------------------
2000 1999
---------------- ----------------
% OF % OF
AMOUNT REVENUES AMOUNT REVENUES
------ -------- ------ --------
<S> <C> <C> <C> <C>
Revenues ............................ $129.3 100.0% $117.0 100.0%
Salaries & benefits ................. 52.4 40.6 49.3 42.1
Supplies ............................ 15.4 12.0 14.0 12.0
Other operating expenses ............ 27.7 21.2 27.2 23.2
Provision for doubtful accounts ..... 9.0 7.0 8.3 7.1
Depreciation & amortization ......... 8.2 6.4 6.9 6.0
Interest expense .................... 7.4 5.7 6.7 5.6
ESOP expense ........................ 1.3 1.0 0.8 0.7
------ ------ ------ ------
121.4 93.9 113.2 96.7
Income before minority interests
and income taxes .................. 7.9 6.1 3.8 3.3
Minority interests in earnings of
consolidated entities ............. 0.6 0.4 0.6 0.4
------ ------ ------ ------
Income before income taxes .......... 7.3 5.7 3.2 2.9
Provision for income taxes .......... 3.3 2.6 1.3 1.2
------ ------ ------ ------
Net income .......................... $ 4.0 3.1% $ 1.9 1.7%
====== ====== ====== ======
Earnings per share:
Basic ............................. $ 0.13 $ 0.06
Diluted ........................... $ 0.12 $ 0.06
% changes from prior year:
Revenues........................... 10.5%
Income before income taxes......... 119.5
Net income......................... 103.6
Admissions ........................ 7.0
Equivalent admissions ............. 10.3
Revenues per equivalent admission.. 0.2
</TABLE>
19
<PAGE> 21
<TABLE>
<CAPTION>
PRO FORMA COMPARISONS FOR THE
SIX MONTHS ENDED JUNE 30,
----------------------------------
2000 1999
---------------- ----------------
% OF % OF
AMOUNT REVENUES AMOUNT REVENUES
------ -------- ------ --------
<S> <C> <C> <C> <C>
Revenues ............................ $258.2 100.0% $238.3 100.0%
Salaries & benefits ................. 104.4 40.4 99.9 41.9
Supplies ............................ 31.6 12.3 28.8 12.1
Other operating expenses ............ 55.0 21.2 54.1 22.8
Provision for doubtful accounts ..... 16.9 6.6 16.6 6.9
Depreciation & amortization ......... 15.8 6.1 13.6 5.7
Interest expense .................... 14.6 5.7 13.3 5.6
ESOP expense ........................ 2.4 0.9 1.5 0.6
------ ------ ------ ------
240.7 93.2 227.8 95.6
Income before minority interests
and income taxes ................... 17.5 6.8 10.5 4.4
Minority interests in earnings of
consolidated entities .............. 1.2 0.5 1.0 0.4
------ ------ ------ ------
Income before income taxes .......... 16.3 6.3 9.5 4.0
Provision for income taxes .......... 7.3 2.8 4.0 1.7
------ ------ ------ ------
Net income .......................... $ 9.0 3.5% $ 5.5 2.3%
====== ====== ====== ======
Earnings per share:
Basic ............................. $ 0.29 $ 0.18
Diluted ........................... $ 0.28 $ 0.18
% changes from prior year:
Revenues........................... 8.3%
Income before income taxes......... 72.1
Net income......................... 63.2
Admissions ........................ 3.2
Equivalent admissions ............. 6.8
Revenues per equivalent admission . 1.5
</TABLE>
For the three months and six months ended June 30, 2000, the only pro forma
adjustment is to eliminate the historical results of operations for the three
facilities which the Company's management previously identified as held for
sale. One of the three facilities was sold effective February 1, 2000 and
another was sold effective April 1, 2000. See Note 3 of the Notes to the
Condensed Consolidated Financial Statements.
For the three months and six months ended June 30, 1999, the pro forma
results reflect the following adjustments at the beginning of the period:
(1) To eliminate the results of operations for the three facilities which
the Company's management previously identified as held for sale.
(2) To adjust historical retirement plan expense recorded as a component of
salaries and wages and record the Company's estimated Employee Stock
Ownership Plan expense.
(3) To adjust for the estimated general and administrative costs that would
have been incurred if the Company had managed comparable general and
administrative functions and to eliminate the management fee allocated
from HCA.
(4) To adjust interest expense for the elimination of all intercompany
amounts payable by the Company to HCA and the assumption of certain
indebtedness from HCA.
20
<PAGE> 22
(5) To adjust the income tax provision for the estimated impact of the pro
forma adjustments.
(6) Pro forma basic earnings per share is computed based upon approximately
30.0 million shares of the Company's Common Stock. Pro forma diluted
earnings per share was computed based upon approximately 30.3 million
which includes the dilutive effect of approximately 0.3 million shares
related to stock options.
Pro Forma Comparisons of the Three Months Ended June 30, 2000 and 1999
The following discussion compares the results of the three months ended
June 30, 2000 to the results of the three months ended June 30, 1999, in each
case giving effect to the adjustments set forth above.
On a pro forma basis, revenues increased 10.5% to $129.3 million for
the three months ended June 30, 2000 compared to $117.0 million for the three
months ended June 30, 1999. Of the 10.5% increase, 1.9% was due to the
acquisition in June 2000. The remaining increase is primarily a result of
increases in the volume of patients treated at the Company's facilities.
Inpatient admissions increased 7.0%, equivalent admissions (adjusted to reflect
combined inpatient and outpatient volume) increased 10.3% and revenues per
equivalent admission increased 0.2% for the three months ended June 30, 2000
compared to the three months ended June 30, 1999. The increase in revenues per
equivalent admission of 0.2% for the three months ended June 30, 2000 was not as
significant as increases experienced in prior quarters primarily due to an
increase in outpatient revenues for the three months ended June 30, 2000
compared to the same period last year as revenues earned on outpatient services
are generally lower than revenues earned on inpatient services. Net outpatient
revenues as a percentage of net patient revenues were 49.4% for the three months
ended June 30, 2000 compared to 47.9% for the same period last year. The
increase in revenues per equivalent admission was partially offset by decreases
in Medicare reimbursement rates mandated by the Balanced Budget Act which became
effective October 1, 1997 (such rates lowered revenues by approximately $0.2
million for the three months ended June 30, 2000 compared to the three months
ended June 30, 1999), and continued increases in the number of managed care
payers (managed care as a percentage of total admissions increased to 22.8% for
the three months ended June 30, 2000 compared to 20.3% for the three months
ended June 30, 1999).
On a pro forma basis, salaries and benefits decreased as a percentage
of revenues to 40.6% for the three months ended June 30, 2000 from 42.1% for the
three months ended June 30, 1999 primarily as a result of improvements in labor
productivity. Man-hours per equivalent admission decreased 8.8% over the same
period in the prior year.
On a pro forma basis, supply costs remained constant at 12.0% for the
three months ended June 30, 2000 and 1999.
On a pro forma basis, other operating expenses decreased as a
percentage of revenues to 21.2% for the three months ended June 30, 2000 from
23.2% for the three months ended June 30, 1999. Other operating expenses consist
primarily of contract services, physician recruitment, professional fees,
repairs and maintenance, rents and leases, utilities, insurance, marketing and
non-income taxes. The decrease was primarily due to a decrease in contract
services as a percentage of revenues.
On a pro forma basis, provision for doubtful accounts decreased
slightly as a percentage of revenues to 7.0% for the three months ended June 30,
2000 from 7.1% for the three months ended June 30, 1999.
On a pro forma basis, depreciation and amortization expense increased
to $8.2 million for the three months ended June 30, 2000 from $6.9 million for
the three months ended June 30, 1999 primarily due to the opening of a
replacement facility in Bartow, Florida in December 1999.
On a pro forma basis, interest expense increased to $7.4 million for
the three months ended June 30, 2000 from $6.7 million for the three months
ended June 30, 1999 primarily as a result of higher actual interest rates at
June 30, 2000 compared to the interest rate assumptions used for the June 30,
1999 pro forma calculation of interest expense.
21
<PAGE> 23
On a pro forma basis, ESOP expense increased to $1.3 million for the
three months ended June 30, 2000 from $0.8 million for the three months ended
June 30, 1999 primarily as a result of a higher average fair market value of
the Company's Common Stock for the three months ended June 30, 2000 compared to
the average fair market value assumptions used for the June 30, 1999 pro forma
calculation of ESOP expense.
On a pro forma basis, minority interests remained constant as a
percentage of revenues at 0.4% for the three months ended June 30, 2000 and
1999.
On a pro forma basis, income before income taxes increased to $7.3
million for the three months ended June 30, 2000 compared to $3.2 million for
the three months ended June 30, 1999 primarily as a result of increases in
revenues and decreases in certain expenses as described above.
On a pro forma basis, net income increased to $4.0 million for the
three months ended June 30, 2000 compared to $1.9 million for the three months
ended June 30, 1999.
Pro Forma Comparisons of the Six Months Ended June 30, 2000 and 1999
The following discussion compares the results of the six months ended
June 30, 2000 to the results of the six months ended June 30, 1999, in each case
giving effect to the adjustments set forth above.
On a pro forma basis, revenues increased 8.3% to $258.2 million for the
six months ended June 30, 2000 compared to $238.3 million for the six months
ended June 30, 1999. Of the 8.3% increase, 0.9% related to the acquisition in
June 2000. The remaining increase is primarily a result of increases in the
volume of patients treated at the Company's facilities. Inpatient admissions
increased 3.2%, equivalent admissions (adjusted to reflect combined inpatient
and outpatient volume) increased 6.8% and revenues per equivalent admission
increased 1.5% for the six months ended June 30, 2000 compared to the six months
ended June 30, 1999. The increase in revenues per equivalent admission was
primarily as a result of an increase in the number of higher intensity services
provided by the Company during the six months ended June 30, 2000 compared to
the six months ended June 30, 1999. The increase in revenues per equivalent
admission was partially offset by decreases in Medicare reimbursement rates
mandated by the Balanced Budget Act which became effective October 1, 1997 (such
rates lowered revenues by approximately $0.4 million for the six months ended
June 30, 2000 compared to the six months ended June 30, 1999), and continued
increases in the number of managed care payers (managed care as a percentage of
total admissions increased to 22.2% for the six months ended June 30, 2000
compared to 19.8% for the six months ended June 30, 1999).
On a pro forma basis, salaries and benefits decreased as a percentage
of revenues to 40.4% for the six months ended June 30, 2000 from 41.9% for the
six months ended June 30, 1999 primarily as a result of improvements in labor
productivity. Man-hours per equivalent admission decreased 5.1% over the same
period in the prior year.
On a pro forma basis, supply costs increased as a percentage of
revenues to 12.3% for the six months ended June 30, 2000 from 12.1% for the six
months ended June 30, 1999. The cost of supplies per equivalent admission
increased 2.8% primarily as a result of an increase in the number of surgeries
performed by the Company during the six months ended June 30, 2000 compared to
the six months ended June 30, 1999 as supply costs incurred in connection with
surgeries are higher than supply costs incurred for other procedures. In
addition, the increase is partially due to increases in pharmaceutical costs,
other supplies and increases in new product development costs and general
inflation.
On a pro forma basis, other operating expenses decreased as a
percentage of revenues to 21.2% for the six months ended June 30, 2000 from
22.8% for the six months ended June 30, 1999. Other operating expenses consist
primarily of contract services, physician recruitment, professional fees,
repairs and maintenance, rents and leases, utilities, insurance, marketing and
non-income taxes. The decrease was primarily due to a decrease in contract
services as a percentage of revenues.
22
<PAGE> 24
On a pro forma basis, provision for doubtful accounts, as a percentage
of revenues, decreased to 6.6% for the six months ended June 30, 2000 from 6.9%
for the six months ended June 30, 1999 primarily due to an improvement in the
Company's accounts receivable days outstanding.
On a pro forma basis, depreciation and amortization expense increased
to $15.8 million for the six months ended June 30, 2000 from $13.6 million for
the six months ended June 30, 1999 primarily due to the opening of a replacement
facility in Bartow, Florida in December 1999.
On a pro forma basis, interest expense increased to $14.6 million for
the six months ended June 30, 2000 from $13.3 million for the six months ended
June 30, 1999 primarily as a result of higher actual interest rates at June 30,
2000 compared to the interest rate assumptions used for the June 30, 1999 pro
forma calculation of interest expense.
On a pro forma basis, ESOP expense increased to $2.4 million for the
six months ended June 30, 2000 from $1.5 million for the six months ended June
30, 1999 primarily as a result of a higher average fair market value of the
Company's Common Stock for the six months ended June 30, 2000 compared to the
average fair market value assumptions used for the June 30, 1999 pro forma
calculation of ESOP expense.
On a pro forma basis, minority interests increased slightly as a
percentage of revenues to 0.5% for the six months ended June 30, 2000 from 0.4%
for the six months ended June 30, 1999.
On a pro forma basis, income before income taxes increased to $16.3
million for the six months ended June 30, 2000 compared to $9.5 million for the
six months ended June 30, 1999 primarily as a result of increases in revenues
and decreases in certain expenses as described above.
On a pro forma basis, net income increased to $9.0 million for the six
months ended June 30, 2000 compared to $5.5 million for the six months ended
June 30, 1999.
Liquidity and Capital Resources
Prior to the Distribution, the Company relied upon HCA for liquidity
and sources of capital to supplement any needs not met by operations. As an
independent, publicly-traded company, the Company has relied upon its bank
credit facilities and other traditional funding sources to supplement needs not
met by operations. At June 30, 2000, the Company had working capital of $48.6
million compared to $42.2 million at December 31, 1999. The increase in working
capital was primarily due to a decrease in accounts payable of $16.3 million
which was primarily due to payments made to HCA and payment of trade accounts
payable. The increase in working capital was partially offset by an increase in
current maturities of long-term debt of $6.2 million.
Cash provided by operating activities was $28.9 million for the six
months ended June 30, 2000 compared to $20.4 million for the six months ended
June 30, 1999. This increase was primarily due to an increase in the deferred
income tax provision as a result of the sale of two facilities during the six
months ended June 30, 2000. The increase in cash provided by operating
activities was also attributable to less of an increase in accounts receivable
compared to the increase in the same period of the prior year. For the six
months ended June 30, 1999, HCA indemnified the Company with respect to
Medicare, Medicaid and cost based Blue Cross receivables and payables relating
to cost reporting periods ending on or prior to the Distribution. This caused
accounts receivable to increase by approximately $22 million during the six
months ended June 30, 1999. These increases are offset by a decrease in accounts
payable and accrued expenses. Accounts payable and accrued expenses decreased
primarily due to payments made to HCA, payments on trade accounts payable and
payments of accrued interest during the six months ended June 30, 2000.
Cash used in investing activities was $98.5 million for the six months
ended June 30, 2000 compared to $28.6 million for the six months ended June 30,
1999. The increase was primarily due to the acquisition of Putnam Community
Medical
23
<PAGE> 25
Center and the funding of the acquisition of Lander Valley Medical Center. The
increase was partially offset by decreased capital expenditures of $15.0 million
during the six months ended June 30, 2000 compared to $28.8 million for the six
months ended June 30, 1999 primarily due to the construction of a replacement
facility during 1999. At June 30, 2000, there were projects under construction
which had an estimated additional cost to complete and equip of approximately
$7.5 million. These projects are scheduled for completion over the next twelve
to eighteen months. Management believes that its capital expenditure program is
adequate to expand, improve and equip the Company's existing health care
facilities. The Company expects to make total capital expenditures in 2000 of
approximately $35 to $40 million, excluding acquisitions.
Cash provided by financing activities was $63.0 million for the six
months ended June 30, 2000 compared to $23.7 million for the six months ended
June 30, 1999. The increase was primarily due to increases in long-term debt as
a result of acquisitions.
In June 2000, the Company borrowed the remaining $35 million of its $60
million term loan facility. In addition, in June 2000, the Company borrowed $30
million under the $65 million revolving credit facility. This additional debt
was used to fund acquisitions. At June 30, 2000, the Company had $30 million
outstanding under its revolving credit facility. Effective August 1, 2000, the
Company sold Riverview Medical Center in Gonzales, Louisiana for approximately
$20 million. The proceeds from the transaction and the Company's available cash
were used to pay off the $30 million outstanding balance under the Company's
revolving credit facility.
Management does not consider the sale of any assets to be necessary to
repay the Company's indebtedness or to provide working capital. However, for
other reasons, certain of the Company's hospitals may be sold in the future from
time to time. Although the Company's indebtedness is much more significant than
was the case for its predecessor entities, management expects that operations
and amounts available under the Company's credit agreement will provide
sufficient liquidity for the next twelve months.
The Company intends to acquire additional hospitals in the future.
There can be no assurance that the Company will not require additional debt or
equity financing for any particular acquisition. Also, the Company continually
reviews its capital needs and financing opportunities and may seek additional
debt or equity financing for its acquisition program or other needs. In order to
ensure the tax-free treatment of the Distribution, however, the Company is
limited in the amount of stock it may issue.
The Company does not expect to pay dividends on its Common Stock in the
foreseeable future.
Contingencies
HCA Investigations, Litigation and Indemnification Rights
Based upon its review of public filings and statements made by HCA,
LifePoint's management understands that HCA is the subject of several federal
investigations into certain of its business practices, as well as governmental
investigations by various states. Any discussion contained in this report
regarding such matters is based solely upon such public filings and statements.
Management of LifePoint understands that HCA is cooperating in these
investigations and that HCA understands, through written notice and other means,
that it is a target in these investigations. Given the breadth of the ongoing
investigations, HCA expects subpoenas and investigative and prosecutorial
activity to occur in these and other jurisdictions in the future. HCA is the
subject of a formal order of investigation by the Securities and Exchange
Commission (the "Commission"). HCA understands that the Commission's
investigation includes the anti-fraud, periodic reporting and internal
accounting control provisions of the federal securities laws. According to
published reports, on July 2, 1999, a federal jury in Tampa, Florida found two
HCA employees guilty of conspiracy and making false statements on Medicare and
TRICARE cost reports for the years 1992 and 1993 and on a Medicaid cost report
for 1993. Both were found not guilty of obstructing a federal auditor. One other
employee was acquitted on all counts for which he had been charged and the jury
was unable to
24
<PAGE> 26
reach a verdict with respect to another employee. This employee and the
government executed an agreement to defer prosecution for 18 months after which
charges will be dismissed. The two convicted employees were sentenced in
December 1999 and both have appealed to the 11th Circuit.
HCA is a defendant in several qui tam actions, or actions under a state
statute brought by private parties on behalf of the United States of America,
which have been unsealed and served on HCA. The actions allege, in general, that
HCA and certain subsidiaries and/or affiliated partnerships violated the False
Claims Act by submitting improper claims to the government for reimbursement.
The lawsuits seek three times the amount of damages caused to the United States
by submission of any Medicare or Medicaid false claims presented by the
defendants to the federal government, civil penalties of not less than $5,000
nor more than $10,000 for each such Medicare or Medicaid claim, attorneys' fees
and costs. The government has intervened in six qui tam actions against HCA. HCA
is aware of additional qui tam actions that remain under seal and believes that
there may be other sealed qui tam cases of which it is unaware.
HCA is a defendant in a number of other suits, which allege, in
general, improper and fraudulent billing, overcharging, coding and physician
referrals, as well as other violations of law. Certain of the suits have been
conditionally certified as class actions. Several derivative actions have been
filed in state court by certain purported stockholders of HCA against certain of
its current and former officers and directors alleging breach of fiduciary duty,
and failure to take reasonable steps to ensure that HCA did not engage in
illegal practices thereby exposing it to significant damages.
On May 18, 2000, HCA announced that it had reached an understanding
with the Civil Division of the Department of Justice to recommend an agreement
to settle, subject to certain conditions, the civil claims actions against HCA
relating to diagnosis related group coding, outpatient laboratory billing and
home health issues. The understanding with the Department of Justice would
require HCA to pay $745 million in compensation to the government, with interest
accruing immediately at a fixed rate of 6.5% per annum, and would reduce HCA's
existing letter of credit agreement with the government from $1 billion to $250
million at the time of the payment of the settlement. The settlement is subject
to approval by additional officials of the Department of Justice, other federal
agencies as well as state officials; execution of a corporate integrity
agreement; execution of definitive settlement documents; execution of agreements
to resolve all criminal investigations pending against HCA and court approval.
We are unable to predict the effect or outcome of any of the ongoing
investigations or qui tam and other actions, or whether any additional
investigations or litigation will be commenced. In connection with the
Distribution, the Company entered into a Distribution Agreement with HCA. The
terms of the Distribution Agreement provide that HCA will indemnify the Company
in respect of any losses which it may incur as a result of the proceedings
described above, all of which the Company believes relate to periods prior to
the Distribution. HCA has also agreed to indemnify the Company in respect of any
losses, which it may incur as a result of proceedings which may be commenced by
government authorities or by private parties in the future that arise from acts,
practices or omissions engaged in prior to the date of the Distribution and
relate to the proceedings described above. HCA has also agreed that, in the
event that any hospital owned by the Company as of the date of the Distribution
is permanently excluded from participation in the Medicare and Medicaid programs
as a result of the proceedings described above, then HCA will make cash payments
to the Company based on an amount (if positive) equal to five times the excluded
hospital's 1998 income from continuing operations before depreciation and
amortization, interest expense, management fees, impairment of long-lived
assets, minority interests and income taxes, as set forth on a schedule to the
Distribution Agreement, less the net proceeds of the sale or other disposition
of the excluded hospital. The Company has agreed with HCA that, in connection
with the pending governmental investigations, the Company will negotiate one or
more compliance agreements with the OIG setting forth the Company's agreement to
25
<PAGE> 27
comply with applicable laws and regulations. HCA is expected to enter into its
own compliance agreement with the OIG that will become effective when its
settlement is final. If any of such indemnified matters were successfully
asserted against the Company, or any of its facilities, and HCA failed to meet
its indemnification obligations, then such losses could have a material adverse
effect on the business, financial position, results of operations or prospects
of the Company. HCA has not indemnified the Company for losses relating to any
acts, practices and omissions engaged in by the Company after the Distribution,
whether or not the Company is indemnified for similar acts, practices and
omissions occurring prior to the date of the Distribution.
Management of LifePoint believes that the ongoing governmental
investigations and related media coverage may have had a negative effect on
HCA's results of operations (which include the Company for the periods prior to
the date of the Distribution which are presented herein). The extent to which
the Company may or may not continue to be affected by the ongoing investigations
of HCA, the initiation of additional investigations, if any, and the related
media coverage cannot be predicted. It is possible that these matters could have
a material adverse effect on the Company's business, financial condition,
results of operations or prospects in future periods.
Recently Issued Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities", which was
required to be adopted in years beginning after June 15, 1999. In June 1999,
SFAS No. 137 was issued, deferring the effective date of SFAS No. 133 for one
year. Management does not anticipate that the adoption of the new statement will
have a material effect on the financial condition or results of operations of
the Company.
Inflation
The health care industry is labor intensive. Wages and other expenses
increase during periods of inflation and when shortages in marketplaces occur.
In addition, suppliers pass along rising costs to the Company in the form of
higher prices. The Company's ability to pass on these increased costs is limited
due to increasing regulatory and competitive pressures, as discussed above. In
the event the Company experiences inflationary pressures, there can be no
assurance that the Company's results of operations will not be materially
effected.
Health Care Reform
In recent years, an increasing number of legislative proposals have
been introduced or proposed to Congress and in some state legislatures that
would significantly affect health care systems in the Company's markets. The
cost of certain proposals could be funded in significant part by reduction in
payments by government programs, including Medicare and Medicaid, to health care
providers or taxes levied on hospitals or other providers. While the Company is
unable to predict which, if any, proposals for health care reform will be
adopted; there can be no assurance that proposals adverse to the business of the
Company will not be adopted.
26
<PAGE> 28
OPERATING DATA
<TABLE>
<CAPTION>
ACTUAL PRO FORMA(h)
---------------- -----------------
2000 1999(g) 2000 1999(g)
------ ------- ------ ------
<S> <C> <C> <C> <C>
Number of hospitals in operation at
March 31.......................... 22 23 20 20
June 30............................ 22 23 21 20
September 30....................... 23 20
December 31........................ 23 20
Licensed hospitals beds at (a):
March 31.......................... 2,129 2,169 1,896 1,896
June 30............................ 2,083 2,169 2,027 1,896
September 30....................... 2,169 1,896
December 31........................ 2,169 1,896
Weighted average licensed beds (b):
Quarter:
First.............................. 2,143 2,169 1,896 1,896
Second............................. 1,999 2,169 1,943 1,896
Third.............................. 2,169 1,896
Fourth............................. 2,169 1,896
Year................................... 2,169 1,896
Average daily census (c):
Quarter:
First.............................. 801 863 758 785
Second............................. 676 714 668 646
Third.............................. 668 615
Fourth............................. 713 664
Year................................... 739 677
Admissions (d):
Quarter:
First.............................. 17,195 17,936 16,441 16,454
Second............................. 15,281 15,294 15,057 14,070
Third.............................. 15,018 13,998
Fourth............................. 15,833 14,870
Year................................... 64,081 59,392
Equivalent Admissions (e):
Quarter:
First.............................. 30,521 30,545 29,018 28,005
Second............................. 28,780 27,574 28,025 25,412
Third.............................. 27,762 25,743
Fourth............................. 28,440 26,558
Year................................... 114,321 105,718
Average length of stay (days) (f):
Quarter:
First.............................. 4.2 4.3 4.2 4.3
Second............................. 4.0 4.2 4.0 4.2
Third.............................. 4.1 4.0
Fourth............................. 4.1 4.1
Year................................... 4.2 4.2
</TABLE>
27
<PAGE> 29
OPERATING DATA (CONTINUED)
------------------------
(a) Licensed beds are those beds for which a facility has been granted
approval to operate from the applicable state licensing agency.
(b) Represents the average number of licensed beds, weighted based on
periods owned.
(c) Represents the average number of patients in the Company's hospital
beds each day.
(d) Represents the total number of patients admitted (in the facility for a
period in excess of 23 hours) to the Company's hospitals and is used by
management and certain investors as a general measure of inpatient
volume.
(e) Equivalent admissions is used by management and certain investors as a
general measure of combined inpatient and outpatient volume. Equivalent
admissions is computed by multiplying admissions (inpatient volume) by
the sum of gross inpatient revenue and gross outpatient revenue and
then dividing the resulting amount by gross inpatient revenue. The
equivalent admissions computation "equates" outpatient revenue to the
volume measure (admissions) used to measure inpatient volume resulting
in a general measure of combined inpatient and outpatient volume.
(f) Represents the average number of days admitted patients stay in the
Company's hospitals. Average length of stay has declined due to the
continuing pressures from managed care and other payers to restrict
admissions and reduce the number of days that are covered by the payers
for certain procedures, and by technological and pharmaceutical
improvements.
(g) 1999 operating data has been restated due to a correction in
admissions.
(h) Pro forma information excludes the three facilities the Company's
management previously identified as held for sale.
28
<PAGE> 30
Item 3: Quantitative and Qualitative Disclosures about Market Risk
During the six months ended June 30, 2000, there were no material
changes in the quantitative and qualitative disclosures about market risks
presented in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999.
Part II. Other Information
Item 4: Submission of Matters to a Vote of Security Holders
The Company's annual meeting of stockholders was held on May 11, 2000.
The following matters were voted upon at the meeting:
(a) Election of Class I Directors
<TABLE>
<CAPTION>
VOTES IN
FAVOR ABSTAINED
--------- ---------
<S> <C> <C>
Ricki Tigert Helfer 28,328,140 262,230
John E. Maupin, Jr., D.D.S. 28,327,628 262,742
</TABLE>
<TABLE>
<CAPTION>
VOTES IN VOTES
FAVOR ABSTAINED AGAINST
---------- --------- -------
<S> <C> <C> <C>
(b) Ratification of Ernst & Young LLP as
the Company's auditors for the year
ending December 31, 2000 28,577,685 5,136 7,549
</TABLE>
Item 6: Exhibits and Reports on Form 8-K
(a) List of Exhibits:
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
3.1 Certificate of Incorporation of LifePoint Hospitals, Inc.
Incorporated by reference from the LifePoint Hospitals, Inc.
Quarterly Report on Form 10-Q for the quarter ended March 31,
1999.
3.2 Bylaws of LifePoint Hospitals, Inc. Incorporated by reference
from the LifePoint Hospitals, Inc. Quarterly Report on Form
10-Q for the quarter ended March 31, 1999.
3.3 Certificate of Incorporation of LifePoint Hospitals Holdings,
Inc. Incorporated by reference from the LifePoint Hospitals
Holdings, Inc. Annual Report on Form 10-K for the year ended
December 31, 1999.
3.4 Bylaws of LifePoint Hospitals Holdings, Inc. Incorporated by
reference from the LifePoint Hospitals Holdings, Inc. Annual
Report on Form 10-K for the year ended December 31, 1999.
27.1 Financial Data Schedule for LifePoint Hospitals, Inc. (for SEC
use only).
27.2 Financial Data Schedule for LifePoint Hospitals Holdings, Inc.
(for SEC use only).
(b) Reports on Form 8-K filed during the quarter ended June 30, 2000:
29
<PAGE> 31
On May 31, 2000, the Company filed a report on Form 8-K pursuant to
Item 5 related to the death of the Company's Chairman and Chief Executive
Officer, Scott Mercy.
On June 9, 2000, the Company filed a report on Form 8-K pursuant to
Item 5 related to the appointment of James M. Fleetwood, Jr. as Chairman and
Chief Executive Officer and Richard H. Evans as Director.
On June 28, 2000, the Company filed a report on Form 8-K pursuant to
Item 2 related to the acquisition of Putnam Community Medical Center.
30
<PAGE> 32
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 thereunto duly authorized.
LifePoint Hospitals, Inc.
Date: August 11, 2000 /s/ Kenneth C. Donahey
-------------------------------------
Kenneth C. Donahey
Senior Vice President &
Chief Financial Officer
LifePoint Hospitals Holdings, Inc.
Date: August 11, 2000 /s/ Kenneth C. Donahey
-------------------------------------
Kenneth C. Donahey
Senior Vice President &
Chief Financial Officer
31
<PAGE> 33
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
3.1 Certificate of Incorporation of LifePoint Hospitals, Inc.
Incorporated by reference from the LifePoint Hospitals, Inc.
Quarterly Report on Form 10-Q for the quarter ended March 31,
1999.
3.2 Bylaws of LifePoint Hospitals, Inc. Incorporated by reference
from the LifePoint Hospitals, Inc. Quarterly Report on Form
10-Q for the quarter ended March 31, 1999.
3.3 Certificate of Incorporation of LifePoint Hospitals Holdings,
Inc. Incorporated by reference from the LifePoint Hospitals
Holdings, Inc. Annual Report on Form 10-K for the year ended
December 31, 1999.
3.4 Bylaws of LifePoint Hospitals Holdings, Inc. Incorporated by
reference from the LifePoint Hospitals Holdings, Inc. Annual
Report on Form 10-K for the year ended December 31, 1999.
27.1 Financial Data Schedule for LifePoint Hospitals, Inc. (for SEC
use only).
27.2 Financial Data Schedule for LifePoint Hospitals Holdings, Inc.
(for SEC use only).
32
