<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
on
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: September 29, 1995
Tenet Healthcare Corporation
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
I-7293 95-2557091
(Commission File Number) (IRS Employer Identification No.)
2700 Colorado Avenue, Santa Monica, CA 90404
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 998-8000
(Former name or address, if changed since last report)
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ITEM 5. OTHER EVENTS
On September 27, 1995, Tenet Healthcare Corporation (the "Company")
reported in a press release, dated September 27, 1995, its earnings for the
fiscal quarter ended August 31, 1995. A copy of the press release is attached
hereto as Exhibit 99.1. Attached as Exhibit 99.2 is a Financial Update for the
fiscal quarter ended August 31, 1995.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
(99.1) Press Release, dated September 27, 1995
(99.2) Financial Update for fiscal quarter ended August 31, 1995
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: September 29, 1995 Tenet Healthcare Corporation
By: /s/ Scott M. Brown
-------------------------------
Name: Scott M. Brown
Title: Senior Vice President
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INVESTOR CONTACT: PAUL RUSSELL (310) 998-8088
MEDIA CONTACT: DAVID MCADAM (310) 998-6090
TENET HEALTHCARE REPORTS FIRST QUARTER EARNINGS INCREASE
SANTA MONICA, CALIF. -- SEPTEMBER 27, 1995 -- Tenet Healthcare Corporation
(THC:NYSE) reported improved financial results for its first fiscal quarter
ended August 31, 1995.
Primary earnings per share, excluding gains on sales of facilities, were
$.29 compared with $.28 in the prior-year quarter. Fully diluted earnings per
share, excluding gains on sales, were $.28 compared with $.27.
Earnings before interest, taxes, depreciation and amortization (EBITDA) for
the quarter were $254,106,000, up from $122,690,000 in the prior-year quarter.
EBITDA as a percentage of net operating revenues increased to 19.8 percent in
the quarter, an increase of more than a full percentage point from both the
prior-year quarter and the previous quarter ended May 31, 1995.
Commenting on the results, Jeffrey C. Barbakow, chairman and chief
executive officer, noted, "In just a few short months, the people of Tenet have
accomplished a great deal. We have successfully combined the operations of two
large companies, made significant reductions in operating costs, improved our
margins, and begun to grow our admissions and earnings per share after several
quarters of declines. While we have more work to do, I am pleased with the
substantial progress we have made so quickly, given all of the complexities in a
merger of this size."
(over)
<PAGE>
2
Tenet recorded net operating revenues for the quarter of $1,283,910,000
compared with $662,835,000 in the prior-year quarter for Tenet's predecessor
company, National Medical Enterprises, Inc.
Net income in the quarter was $118,253,000 compared with $64,028,000 in the
prior-year period. Results for both years include gains on sales of facilities.
During the quarter just completed, Tenet sold its two hospitals in Singapore.
In the prior-year quarter, the company sold a 75 percent interest in Total Renal
Care, Inc. Excluding the gains on sales, net income was $58,837,000, a 24
percent increase compared with $47,528,000 in the previous year.
Including gains on sales in both years, primary earnings per share were
$.59 compared with $.38 in the prior year, while fully diluted earnings per
share were $.56 compared with $.36.
Admissions at the combined company's hospitals increased 1.2 percent on a
same-facility basis, while outpatient visits grew by 20 percent.
Tenet Healthcare Corporation, headquartered in Santa Monica, Calif., owns
and operates 83 acute care hospitals and numerous related healthcare businesses
in the United States and overseas. Tenet was formed through the March 1, 1995
merger of National Medical Enterprises, Inc. and American Medical Holdings.
# # #
Listed: NYSE, PSE (THC)
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TENET HEALTHCARE CORPORATION
Summary for
Quarter Ended August 31,
(Unaudited)
(In millions, except per share amounts)
<TABLE>
<CAPTION>
Three Months
1995 1994
<S> <C> <C>
Net operating revenues 1,283.9 662.8
Income before income taxes (*) 228.9 107.0
Taxes on income (110.6) (43.0)
Net income 118.3 64.0
Earnings per share:
Primary EPS 0.59 0.38
Fully diluted EPS 0.56 0.36
Average shares and share equivalents 201,890,000 168,461,000
outstanding - primary
<FN>
(*) Included in income from continuing operations before income taxes are:
Net gain (loss) on disposals of facilities 123.5 (2.5)
Gain on sale of subsidiary's common stock 0.0 32.0
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
[TENET LOGO] FINANCIAL UPDATE
- ----------------------
HEALTHCARE CORPORATION TENET HEALTHCARE CORPORATION
Paul J. Russell CONSOLIDATED STATEMENT OF INCOME
Vice President, Investor Relations QUARTER ENDED AUGUST 31,
Tel 310.998 8088 (UNAUDITED)
---------------------------------------------
(DOLLARS ARE EXPRESSED IN MILLIONS) THREE MONTHS
---------------------------------------------
1995(1) 1994(1) CHANGE
---------------------------------------------
<S> <C> <C> <C>
Net operating revenues 1,283.9 662.8 93.7%
Operating expenses:
Salaries and benefits (502.2) (283.2) 77.3%
Supplies (178.7) (80.6) 121.7%
Provision for doubtful accounts (67.3) (26.1) 157.9%
Other operating expenses (281.6) (150.1) 87.6%
- -------------------------------------------------------------------------------------------------
Earnings before interest, taxes,
depreciation and amortization 254.1 122.8 106.9%
EBITDA margin 19.8% 18.5% 1.3%*
- -------------------------------------------------------------------------------------------------
Depreciation (61.4) (34.3) 79.0%
Amortization (18.8) (3.6) 422.2%
- -------------------------------------------------------------------------------------------------
Operating income 173.9 84.9 104.8%
Operating margin 13.5% 12.8% 0.7%*
- -------------------------------------------------------------------------------------------------
Interest expense, net of capitalized portion (77.1) (17.7) 335.6%
Investment earnings 7.3 6.0 21.7%
Equity in earnings of unconsolidated affiliates 6.9 6.3 9.5%
Minority interests in income of consolidated subsidiaries (5.6) (2.0) 180.0%
Net gain (loss) on disposals of facilities(2) 123.5 (2.5) -
Gain on sale of subsidiary's common stock(3) - 32.0 -
- -------------------------------------------------------------------------------------------------
Income before income taxes 228.9 107.0 113.9%
Pretax margin 17.8% 16.1% 1.7%*
- -------------------------------------------------------------------------------------------------
Taxes on income (110.6) (43.0) 157.2%
Tax rate 48.3% 40.2% 8.1%*
- -------------------------------------------------------------------------------------------------
Net income 118.3 64.0 84.8%
% of Net revenues 9.2% 9.7% (0.5%)*
- -------------------------------------------------------------------------------------------------
EARNINGS PER SHARE:
Primary EPS 0.59 0.38
Fully diluted EPS 0.56 0.36
- -------------------------------------------------------------------------------------------------
Average shares and share equivalents outstanding - primary 201,890,000 168,461,000
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
Shares outstanding at end of period 200,053,000 166,276,000
- -------------------------------------------------------------------------------------------------
<FN>
* THIS % CHANGE IS THE DIFFERENCE BETWEEN THE 1995 AND 1994 PERCENTAGES SHOWN.
</TABLE>
SEE FOOTNOTE EXPLANATIONS ON PAGE 4.
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TENET HEALTHCARE CORPORATION
SELECTED QUARTERLY FINANCIAL DATA
(UNAUDITED)
(DOLLARS ARE EXPRESSED IN MILLIONS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------
Net Primary Fully Diluted
Operating Income Income Earnings Per Earnings Per
Revenues(1) Before Taxes After Taxes Share Share
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FISCAL YEAR 1996
1st Qtr 1,283.9 228.9 118.3 0.59 0.56
FISCAL YEAR 1995
1st Qtr 662.8 107.0 64.0 0.38 0.36
2nd Qtr 638.8 76.2 46.2 0.27 0.27
3rd Qtr 660.5 80.9 48.9 0.29 0.28
4th Qtr 1,356.3 65.3 35.3 0.17 0.17
Full Year 3,318.4 329.4 194.4 1.10 1.06
</TABLE>
QUARTERLY OPERATING RESULTS FROM CONTINUING OPERATIONS ARE NOT NECESSARILY
REPRESENTATIVE OF OPERATIONS FOR A FULL YEAR BECAUSE OF POSSIBLE YEAR-END
ADJUSTMENTS AND FOR VARIOUS OTHER REASONS INCLUDING SEASONAL FACTORS,
INTEREST RATES, ACQUISITIONS, DISPOSALS, CONTRACTUAL ALLOWANCE FLUCTUATIONS
AND THE TIMING OF PRICE CHANGES. THE SUM OF QUARTERLY EARNINGS PER SHARE
DOES NOT NECESSARILY EQUAL THE EARNINGS PER SHARE FOR THE FULL YEAR BECAUSE
QUARTERLY EARNINGS PER SHARE AMOUNTS ARE BASED ON AVERAGE SHARES OUTSTANDING
DURING EACH QUARTER AND ON EFFECTIVE TAX RATES FOR THE QUARTER, WHEREAS FULL
YEAR EARNINGS PER SHARE IS BASED ON AVERAGE SHARES FOR THE YEAR AND ON
EFFECTIVE TAX RATES FOR THE FULL YEAR.
SEE FOOTNOTE EXPLANATIONS ON PAGE 4. PAGE 2
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TENET HEALTHCARE CORPORATION
DOMESTIC GENERAL HOSPITALS
SELECTED STATISTICS
QUARTER ENDED AUGUST 31,
(UNAUDITED)
(DOLLAR AMOUNTS IN MILLIONS EXCEPT FOR NET INPATIENT REVENUE PER PATIENT DAY)
<TABLE>
<CAPTION>
THREE MONTHS
--------------------------------------------------
1995 1994 CHANGE
---------- ---------- ----------
<S> <C> <C> <C>
Net inpatient revenues $787.3 $373.4 110.8%
Net outpatient revenues $365.3 $144.1 153.5%
Facilities owned or operated 72 33 39
Quarter-end licensed beds 16,210 6,622 144.8%
Average licensed beds 15,516 6,764 129.4%
Average occupancy 43.4% 43.2% 0.2%*
Patient days 619,226 268,939 130.2%
Net inpatient revenue per patient day $1,271 $1,388 (8.4%)
Admissions 111,503 49,078 127.2%
Average length of stay (days) 5.6 5.5 0.1*
Outpatient visits 1,278,757 377,539 238.7%
SOURCES OF NET PATIENT REVENUE
Medicare 38.4% 35.1%
Medicaid 6.8% 7.3%
Private and other 54.8% 57.6%
SAME FACILITIES (69) OWNED AND OPERATED
ON JUNE 1, 1994 AND ON AUGUST 31, 1995(4)
Average licensed beds 15,383 15,412 (0.2%)
Patient days 613,412 626,111 (2.0%)
Admissions 110,238 108,890 1.2%
Outpatient visits 1,238,828 1,029,595 20.3%
Net inpatient revenue per patient day $1,264 $1,260 0.3%
Average length of stay (days) 5.6 5.7 (0.1)*
<FN>
*THIS % CHANGE IS THE DIFFERENCE BETWEEN THE 1995 AND 1994 PERCENTAGES SHOWN.
</TABLE>
SEE FOOTNOTE EXPLANATIONS ON PAGE 4. PAGE 3
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Tenet Healthcare Corporation
FOOTNOTE EXPLANATIONS
1. On March 1, 1995 the Company acquired all the outstanding common stock
of American Medical Holdings, Inc. ("AMH") for approximately $1.5
billion in cash and 33,156,614 shares of the Company's common stock
valued at approximately $489.0 million. The acquisition was accounted
for as a purchase and accordingly the results of AMH are included in the
Consolidated Statements of Operations since the date of acquisition. The
Consolidated Statements of Income are subject to final reclassification,
but any such reclassification would not change income from continuing
operations before or after income taxes or net income.
2. On June 28, 1995, the Company sold its two hospitals and related
healthcare businesses in Singapore to Parkway Holdings Limited for $243.3
million, which is net of $78.3 million in debt assumed by the buyer. The
Company used the net proceeds from the sale to repay secured bank loans
under its domestic term loan and revolving credit agreement. Net
operating revenues and operating profits from the sold facilities were
$10.2 million and $2.0 million, respectively, in the quarter ended
August 31, 1995, and $26.3 million and $6.3 million, respectively, in the
quarter ended August 31, 1994.
3. On August 11, 1994, the Company completed the sale of a controlling
interest in Total Renal Care, Inc. the operator of the Company's
outpatient renal dialysis centers. Net operating revenues and operating
income for the period from June 1, 1994 through August 11, 1994 were $16.6
million and $2.7 million, respectively.
4. The same 69 facilities consists of 33 facilities owned and operated by
the Company on June 1, 1994 and August 31, 1995 and 36 facilities owned
and operated by AMH on June 1, 1994 and now owned and operated by the
Company.
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