FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended May 31, 1994
Commission file number 001-10915
Healthtrust, Inc. - The Hospital Company
(Exact name of registrant as specified in its charter)
Delaware 62-1234332
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4525 Harding Road
Nashville, Tennessee 37205
(Address of principal executive (Zip Code)
offices)
(615) 383-4444
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 periods 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
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date.
Common Stock, $.001 Par Value - 90,715,242 shares as of
June 30, 1994.
***********************************************************************
INDEX
HEALTHTRUST, INC. - THE HOSPITAL COMPANY
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets--
May 31, 1994 and August 31, 1993 3
Condensed consolidated statements of
operations--three months and nine months
ended May 31, 1994 and 1993 4
Condensed consolidated statements of
cash flows--nine months ended
May 31, 1994 and 1993 5
Notes to condensed consolidated
financial statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8-13
PART II. OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K 14
SIGNATURES 15
***************************************************************************
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HEALTHTRUST, INC. - THE HOSPITAL COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)
<CAPTION>
May 31, August 31
1994 1993
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 62,920 $ 151,346
Accounts receivable, less allowances for
doubtful accounts of $171,382 and $107,758 578,391 346,491
Supplies 80,935 51,740
Other current assets 41,462 121,345
TOTAL CURRENT ASSETS 763,708 670,922
PROPERTY, PLANT AND EQUIPMENT 2,918,762 2,168,365
Less accumulated depreciation 699,191 600,853
2,219,571 1,567,512
EXCESS OF PURCHASE PRICE OVER NET ASSETS ACQUIRED 780,339 178,549
OTHER ASSETS 148,547 119,730
TOTAL ASSETS $ 3,912,165 $ 2,536,713
CURRENT LIABILITIES
Accounts payable $ 113,935 $ 109,545
Other current liabilities 402,647 342,274
TOTAL CURRENT LIABILITIES 516,582 451,819
LONG TERM DEBT 1,727,553 948,604
DEFERRED INCOME TAXES 139,795 133,385
DEFERRED PROFESSIONAL LIABILITY RISKS 214,607 140,124
OTHER LIABILITIES 328,710 207,124
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; 400,000,000 shares authorized,
90,713,830 and 81,065,074 shares issued and outstand 91 81
Paid-in capital 1,022,853 826,350
Deferred compensation (290) (1,162)
Retained deficit (37,736) (169,612)
STOCKHOLDERS' EQUITY 984,918 655,657
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,912,165 $ 2,536,713
See accompanying notes.
</TABLE>
- 3 -
*******************************************************************************
<TABLE>
HEALTHTRUST, INC. - THE HOSPITAL COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars in thousands, except per share data)
<CAPTION>
Three Months Ended May 31 Nine Months Ended May 31
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Net operating revenue $ 753,515 $ 596,726 $ 2,028,131 $ 1,786,389
Costs and expenses:
Hospital service costs:
Salaries and benefits 286,452 220,227 754,897 658,073
Supplies 105,577 85,790 284,527 256,712
Fees 82,339 67,774 215,416 199,474
Other expenses 80,105 59,132 211,859 172,592
Bad debt expense 43,360 33,161 132,100 105,174
597,833 466,084 1,598,799 1,392,025
Depreciation and amortization 41,658 31,437 111,336 96,358
Interest 28,402 27,501 70,672 78,366
ESOP/Pension expense 10,535 9,399 31,077 32,465
Deferred compensation expense 291 432 872 3,432
Other income (net) (5,066) (4,152) (13,745) (10,409)
673,653 530,701 1,799,011 1,592,237
INCOME BEFORE MINORITY
INTERESTS, INCOME TAXES
AND EXTRAORDINARY CHARGE 79,862 66,025 229,120 194,152
Minority interests 1,527 2,634 5,616 10,024
INCOME BEFORE INCOME
TAXES AND EXTRAORDINARY
CHARGE 78,335 63,391 223,504 184,128
Income tax provision 32,687 26,003 91,628 75,483
NET INCOME BEFORE
EXTRAORDINARY CHARGE 45,648 37,388 131,876 108,645
Extraordinary charge on early
extinguishment of debt
(net of tax benefit) 12,710 12,710
NET INCOME $ 45,648 $ 24,678 $ 131,876 $ 95,935
Earnings per share:
Before extraordinary charge $ 0.52 $ 0.45 $ 1.54 $ 1.30
Extraordinary charge 0.15 0.15
Net income per share $ 0.52 $ 0.30 $ 1.54 $ 1.15
Shares used in computation of
net income per share 87,467,103 83,411,840 85,790,571 83,412,608
See accompanying notes.
</TABLE>
- 4 -
*******************************************************************************
<TABLE>
HEALTHTRUST, INC. - THE HOSPITAL COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
<CAPTION>
Nine Months Ended May 31
1994 1993
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 131,876 $ 95,935
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 103,487 90,833
Amortization 7,849 5,525
Non-cash insurance expense 11,674 9,285
Pension expense 18,994 1,034
Deferred compensation expense 872 3,432
Non-cash interest expense 1,732 1,458
Extraordinary charge 12,710
Increase in accounts and agency receivables (24,109) (3,050)
Decrease in accounts payable and accrued liabilities (51,435) (19,411)
Other (10,600) (2,894)
NET CASH PROVIDED BY OPERATING ACTIVITIES 190,340 194,857
INVESTING ACTIVITIES
Purchases of property, plant and equipment (124,909) (132,749)
Purchases of facilities (971,004) (80,852)
Proceeds from sales of property, plant and equipment 97,948 37,558
Other (17,164) (9,846)
NET CASH USED IN INVESTING ACTIVITIES (1,015,129) (185,889)
FINANCING ACTIVITIES
Principal payments on long-term debt (297,000) (912,406)
Proceeds from long-term borrowings 872,000 832,000
Proceeds from common stock issuance 162,172
Payment of debt issue costs (11,454) (9,118)
Other 10,645 (2,921)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 736,363 (92,445)
DECREASE IN CASH AND CASH EQUIVALENTS (88,426) (83,477)
Cash and cash equivalents at beginning of period 151,346 172,600
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 62,920 $ 89,123
Cash paid during the year for:
Interest $ 87,951 $ 91,780
Income taxes 97,982 70,082
See accompanying notes.
- 5 -
</TABLE>
*******************************************************************************
HEALTHTRUST, INC. - THE HOSPITAL COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Basis of Presentation
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 accruals) considered necessary for a fair presentation have been
included. All significant intercompany transactions have been eliminated
in consolidation. Operating results for the three months and nine months
ended May 31, 1994 are not necessarily indicative of the results that may
be expected for the fiscal year ending August 31, 1994. For further
information, refer to the consolidated financial statements and footnotes
thereto for the year ended August 31, 1993 (included in the Company's
Annual Report on Form 10-K).
Acquisition of EPIC Holdings
The Company completed its acquisition of EPIC Holdings, Inc. (EPIC)
on May 5, 1994 (effective May 1, 1994 for accounting purposes). EPIC owns
and operates 34 hospitals in 10 states.
EPIC shareholders received $7.00 for each share of EPIC common stock
(approximately $249.4 million in the aggregate) and the Company refinanced
approximately $670 million and assumed approximately $40 million of EPIC
indebtedness. The acquisition was financed through the public offering of
5,980,000 shares of Healthtrust common stock at $28.25 per share, the
public offering of $200 million of 10 1/4% Subordinated Notes, borrowings
under the Company's bank credit agreement and cash on hand.
The acquisition is being accounted for as a purchase and EPIC's
results of operations are included in the Company's consolidated financial
statements for periods subsequent to April 30, 1994. The purchase price
is being allocated to the assets acquired and liabilities assumed based
upon their respective fair values. Such allocations will be based upon
valuations that have not been finalized. Accordingly, the purchase price
allocation in the accompanying balance sheet is preliminary and, among
other things, reflects no adjustments to historical cost for property,
plant and equipment and deferred taxes. Goodwill resulting upon the
completion of the purchase price allocation process will be amortized over
40 years using the straight-line method.
The following unaudited pro forma information has been prepared
assuming the acquisition occurred at the beginning of the periods presented
(dollars in thousands, except per share data).
Three Months Nine Months
Ended May 31 Ended May 31
1994 1993 1994 1993
Net operating revenue $944,842 $850,751 $2,776,492 $2,540,816
Net income before
extraordinary charge $ 42,534 $ 36,819 $ 125,107 $ 105,775
Net income $ 42,534 $ 9,228 $ 125,107 $ 77,614
Earnings per share:
Net income before
extraordinary charge $ 0.46 $ 0.32 $ 1.37 $ 1.18
Net income $ 0.46 $ 0.10 $ 1.37 $ 0.87
The pro forma results are not necessarily indicative of what actually
would have occurred if the acquisition had been in effect for the entire
periods presented. In addition, they are not intended to be a projection of
future results and do not reflect any operational efficiencies that might
be obtained from combined operations.
Income Per Share
Income per share has been computed by dividing net income for each
period by the weighted average number of shares and share equivalents
outstanding during the applicable period, adjusted for stock splits.
Fully diluted per share data is not presented since the effect would
dilute earnings per share by less than three percent (3%).
****************************************************************************
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
<TABLE>
RESULTS OF OPERATIONS
SELECTED OPERATING STATISTICS
(DOLLARS IN MILLIONS)
Same Hospitals Operating Data (1):
<CAPTION>
Three Months Ended May 31, Nine Months Ended May 31,
% Increase % Increase
1994 1993 (Decrease) 1994 1993 (Decrease)
<S> <C> <C> <C> <C> <C> <C>
Number of Hospitals 77 77 77 77
Gross Revenue:
Inpatient $673.7 $639.1 5.4% $1,992.0 $1,853.0 7.5%
Outpatient $339.4 $290.8 16.7% $963.3 $830.5 16.0%
Net Operating Revenue $617.8 $580.3 6.5% $1,822.8 $1,704.6 6.9%
Hospital Service Costs $482.9 $453.3 6.5% $1,414.2 $1,320.5 7.1%
Admissions 72,375 70,700 2.4% 212,792 205,766 3.4%
Adjusted Admissions 108,818 102,872 5.8% 315,690 297,988 5.9%
Patient Days 370,078 384,041 -3.6% 1,099,240 1,121,812 -2.0%
Adjusted Patient Days 556,543 558,814 -0.4% 1,630,792 1,624,598 0.4%
Average Length of Stay (days) 5.11 5.43 5.17 5.45
Occupancy Rate 40.9% 42.8% 41.2% 42.0%
Operating Margin 21.8% 21.9% 22.4% 22.5%
<F1>The results of operations applicable to hospital acquisitions and dispositions have been excluded.
</TABLE>
General
The Company continues to experience gross and net operating revenue
increases and the Company's results of operations continue to be affected
by the trend toward certain services being performed more frequently on an
outpatient basis. While admissions for the same hospitals for the nine
months ended May 31, 1994 increased 3.4%, patient days declined 2.0% due
to a reduction in the average length of stay from 5.45 days to 5.17 days.
The Company has been able to achieve increases in net operating revenue due
to the higher utilization of outpatient and non-acute specialty services,
general price increases and an increased severity of illness for the
patients admitted. Although the Company's net operating revenue has grown
in each period, the impact of providing additional services, price
increases and increases in patient acuity have been partially offset by the
increasing proportion of revenue derived from fixed payment sources,
including Medicare and Medicaid (approximately 45% and 42%, for the nine
months ended May 31, 1994 and 1993, respectively, of the Company's net
operating revenue was related to Medicare and Medicaid patients).
The growth in outpatient services is expected to continue as
procedures currently being performed on an inpatient basis become available
on an outpatient basis through continuing advances in pharmaceutical and
medical technologies. The redirection of certain procedures to an
outpatient basis has also been influenced by pressures from payors to
direct certain procedures from inpatient care to outpatient care. While
the Company expects the growth in outpatient services to continue, the rate
of increase is expected to decline.
The Company expects Medicare and Medicaid revenue to continue to
increase due to the general aging of the population and the expansion of
state Medicaid programs. The Medicare program reimburses the Company's
hospitals primarily based on established rates that are dependant on each
patient's diagnosis, regardless of the provider's cost to treat the patient
or the length of time the patient stays in the hospital. The Medicare
program's established rates are indexed for inflation annually, but these
increases have historically been less than both the actual inflation rate
and the Company's increases to its standard charges.
Insurance companies, government programs (other than Medicare) and
employers purchasing health care services for their employees are
negotiating the amounts they will pay health care providers, rather than
paying the providers standard prices. This leads to these purchasers of
health care services becoming managed care payors, similar to HMO's and
PPO's, in virtually all markets and making it increasingly difficult for
providers to maintain their historical net revenue growth trends.
The Congress is currently reviewing various proposals for
comprehensive health care reform. The reform proposals contain coverage
guarantees, benefits standards and cost control mechanisms. The Company
cannot predict what reforms the Congress will adopt, when such reforms will
be implemented or the resulting implications for providers, at this time.
However, the Company believes that the delivery of primary care, emergency
care, obstetrical services and rehabilitative services, on a local basis,
to rural and suburban markets will be an integral component of any strategy
for controlling health care costs and the Company believes it is well
positioned to provide these services.
Three Months Ended May 31, 1994 and 1993
Net operating revenue for the Company's hospitals for the quarter
ended May 31, 1994, increased 26.3% (11.1% excluding EPIC) to $753.5
million, while same hospitals net operating revenue increased 6.5%. Gross
revenue during the quarter ended May 31, 1994, increased 30.2% (14.9%
excluding EPIC) due to a 42.2% (22.8% excluding EPIC) increase in gross
outpatient revenue and an 24.2% (11.5% excluding EPIC) increase in gross
inpatient revenue. On a same hospitals basis, gross revenue increased 9.0%
compared to the prior year, due to a 16.7% increase in gross outpatient
revenue and a 5.4% increase in gross inpatient revenue. In each case,
gross revenue grew faster than net operating revenue, primarily because the
patient mix continues to become more heavily weighted to Medicare, Medicaid
and specialty unit patients (for which reimbursement rate increases have
been less than implemented price increases) and increased utilization by
managed care programs.
Costs of hospital services (salaries and benefits, fees, supplies,
bad debt expense and other expenses) for the quarter ended May 31, 1994
increased 28.3%. The 26.3% increase in net operating revenue and 28.3%
increase in the costs of hospital services resulted in the operating margin
declining from 21.9% for the quarter ended May 31, 1993 to 20.7% for the
quarter ended May 31, 1994. This decline in margin related primarily to
the EPIC facilities and other 1993 and 1994 acquired facilities as the
same hospitals operating margin declined from 21.9% to 21.8% for the
quarter ended May 31, 1994. Salaries and benefits, the largest component
of hospital services, increased from 36.8% to 37.2% of net operating
revenue for the quarters ended May 31, 1993 and 1994, respectively.
Supplies expense declined from 14.4% to 14.0% of net operating revenue,
primarily resulting from the Company's efforts to standardize supplies and
negotiate contracts with vendors on a consolidated basis. Bad debt expense
increased from 5.8% to 6.5% of net operating revenue. The increase in bad
debt expense relates primarily to higher than average bad debt expense for
the hospitals the Company acquired during fiscal 1993 and 1994.
Interest expense declined $7.7 million for the quarter ended May 31,
1994. This decrease was due to both lower interest rates Company's
variable rate debt and reductions in the total amount of debt outstanding
for the first two months of the quarter. Interest expense increased
during May due to the additional debt required to complete the EPIC
acquisition.
Income before income taxes and extraordinary charge increased $14.9
million due primarily to an increase of $25.0 million in net operating
revenue less hospital service costs and a $10.2 million increase in
depreciation and amortization.
Nine Months Ended May 31, 1994 and 1993
Net operating revenue for the Company's hospitals for the nine months
ended May 31, 1994, increased 13.5% (9.0% excluding EPIC) to $2,028.1
million, while same hospitals net operating revenue increased 6.9%. Gross
revenue during the nine months ended May 31, 1994, increased 17.2% (10.9%
excluding EPIC) due to a 24.8% (18.0% excluding EPIC) increase in gross
outpatient revenue and an 13.6% (9.1% excluding EPIC) increase in gross
inpatient revenue. On a same hospitals basis, gross revenue increased
10.2% compared to the prior year, due to a 16.0% increase in gross
outpatient revenue and a 7.5% increase in gross inpatient revenue.
Costs of hospital services (salaries and benefits, fees, supplies,
bad debt expense and other expenses) for the nine months ended May 31, 1994
increased 14.9%. The 13.5% increase in net operating revenue and 14.9%
increase in the costs of hospital services resulted in the operating margin
decreasing from 22.1% for the nine months ended May 31, 1993 to 21.2% for
the nine months ended May 31, 1994. Salaries and benefits, the largest
component of hospital services, increased from 36.8% to 37.2% of net
operating revenue for nine months ended May 31, 1994, due to higher than
average expense at the facilities acquired during fiscal 1994. Supplies
expense was reduced from 14.4% to 14.0% of net operating revenue for the
nine months ended May 31, 1994, reflecting the benefits of the Company's
efforts to standardize supplies and consolidate vendors. Fees declined
from 11.2% to 10.6% of net operating revenue due to decreased usage of
contractual labor for both nursing services and departmental
administration. Other expenses increased from 9.7% to 10.5% of net
operating revenue, due primarily to higher expenditures for physician
recruiting and employee travel. Bad debt expense has increased from 5.8%
to 6.5% of net operating revenues, resulting primarily from higher than
average expense at the facilities acquired during fiscal 1993 and 1994.
Income before income taxes and extraordinary charge increased $39.4
million due primarily to a $35.0 million increase in net operating revenue
less hospital service costs, a $15.0 million increase in depreciation and
amortization, a $7.7 million reduction in interest expense and a $4.4
million decline in minority interests.
The Company generated $190.3 million of cash flows from operations
during the nine months ended May 31, 1994. This represented a $4.5 million
decrease in cash flows provided by operations compared to the prior year.
The decline in cash flows was due to changes in current assets and
liabilities (a $32.0 million decrease in accounts payable and accrued
liabilities and a $21.1 million increase in receivables), which offset the
$35.9 million improvement in net income.
Liquidity and Capital Resources
The Company began fiscal 1994 with a strong balance sheet; cash
totaled $151.3 million; total assets were $2.537 billion; stockholders'
equity had climbed to $655.7 million; and debt as a percentage of total
capital was reduced to 59% from 66% the previous year. At May 31, 1994,
stockholders equity had increased to $984.9 million, debt as a percentage
of capital had increased to 64% due to borrowings used to complete the EPIC
acquisition and total assets had increased to $3.912 billion.
To finance the acquisition of EPIC, the Company, (i) completed
offerings of 5,980,000 shares of its common stock (at $28.25/share,
resulting in net proceeds of approximately $162 million) and $200 million
of 10 1/4% Subordinated Notes due 2004, and (ii) entered into a new bank
credit agreement (the "1994 Credit Agreement") which provides to the
Company the capacity to borrow up to an aggregate of $1.2 billion. The
components of the 1994 Credit Agreement are, (i) a revolving facility in
the aggregate amount of $400 million, which is available to use for
acquisitions, working capital and general corporate needs, (ii) a term loan
facility in the amount of $415 million, which was available to repay
amounts outstanding under the Company's previous bank credit facility and
to complete tender offers for certain EPIC debt securities and (iii) a
declining delayed term loan facility in the amount of $385 million, which
is available to use to redeem certain EPIC debt securities and for
acquisitions.
Loans under the 1994 Credit Agreement bear interest at fluctuating
rates equal, at the Company's option, to either (a) an alternate base rate
plus 50 basis points or (b) a reserve-adjusted LIBOR rate plus 150 basis
points. Loans under the term loan facility are subject to semiannual
repayment requirements commencing on the six-month anniversary of the
borrowings and loans under the delayed term facility are subject to
semiannual repayment requirements commencing on the two year anniversary
of the borrowings. All loans under the 1994 Credit Agreement must be
repaid in full no later than May 2001.
At June 30, 1994, the Company had approximately $483.9 million of credit
available under the 1994 Credit Agreement (net of outstanding loans of
$692.0 million and approximately $24.1 million in letters of credit).
During fiscal 1993, the Company acquired five hospital facilities in
Tennessee and Texas for an aggregate purchase price of $90.1 million.
During October 1993, the Company signed a letter of intent to acquire three
hospitals in Utah from the Holy Cross Health System Corporation and a
letter of intent to acquire Nashville Memorial Hospital in Nashville,
Tennessee. Nashville Memorial was acquired during April 1994, but on March
22, 1994, the Federal Trade Commission voted to challenge the sale of the
Holy Cross Health Services facilities to the Company and the Company is
currently considering its available options regarding the Utah facilities.
During 1993, the Company spent $219.5 million for capital
expenditures (excluding the five facilities acquired), primarily to
renovate and add new equipment and technology to existing facilities. The
Company intends to continue to invest in its existing facilities and in new
facilities within its existing health care business, and capital
expenditures (excluding hospital acquisitions) for fiscal 1994 are expected
to be approximately $230 million (capital expenditures for the quarter and
nine months ended May 31, 1994 were $41.2 million and $124.9 million,
respectively). The Company may seek to sell certain of its hospitals from
time to time. Management does not consider the sale of any assets to be
necessary to repay the Company's indebtedness or to provide working
capital.
The Company receives payment for services rendered from federal and
state agencies (under the Medicare, Medicaid and Champus programs), private
insurance carriers, employers, managed care programs and patients. During
the nine months ended May 31, 1994, approximately 45% of the Company's net
operating revenue related to patients participating in the Medicare and
Medicaid programs. The Company recognizes that revenue and receivables
from government agencies are significant to the Company's operations, but
the Company does not believe that there are any significant credit risks
associated with these government agencies. The Company does not believe
that there are any other significant concentrations of revenue from any
particular payor that would subject the Company to any significant credit
risks in the collection of its accounts receivable.
The Company is primarily self-insured for professional and general
liability risks. The unfunded reserve for professional and general
liability risks was $243.5 million at May 31, 1994. Payments of
professional and general liability claims aggregated $12.7 million for the
nine months ended May 31, 1994. The Company does not believe that the
payment of these self-insured risks will have any significant impact on the
Company's liquidity or working capital.
Management believes that, based upon its analysis of the Company's
financial condition, the cash flow generated from operations in the future
should provide sufficient liquidity to meet all cash requirements for at
least the next year without substantial additional borrowings (other than
the borrowings to finance acquisitions). In addition, the Company
believes, based on current internal long-term projections of future results
of operations, that it will be able to satisfy its current and expected
obligations as they become due without incurring substantial additional
indebtedness, and that satisfaction of such obligations will not prevent
the Company from meeting liquidity requirements for operations and capital
expenditures. However, there can be no assurance that future developments
in the health care industry or general economic trends will not adversely
affect the Company's operations or its ability to meet such obligations.
*****************************************************************************
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibit is included herein:
(11) Statement re: Computation of Earnings Per Share
(b) The Company filed a current report on Form 8-K dated May 5,
1994 to disclose the completion of Healthtrust's acquisition of
EPIC Holdings, Inc. Financial Statements of EPIC Holdings,
Inc. and Pro Forma Financial Statements were filed with the
Form 8-K.
******************************************************************************
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.
Healthtrust, Inc. - The Hospital Company
(Registrant)
July 8, 1994 /S/ R. Clayton McWhorter
Date R. Clayton McWhorter
Chairman of the Board,
Chief Executive Officer and President
July 8, 1994 /S/ Kenneth C. Donahey
Date Kenneth C. Donahey
Senior Vice President and Controller
Chief Accounting Officer
****************************************************************************
<TABLE>
HEALTHTRUST, INC. - THE HOSPITAL COMPANY
Exhibit 11 - STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
(Dollars in thousands, except per share data)
<CAPTION>
Three Months Ended Nine Months Ended
May 31, May 31, May 31, May 31,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Primary:
Average shares outstanding 84,251,558 81,150,065 82,193,311 81,232,639
Net effect of dilutive warrants 2,033,718 2,092,737 2,608,476 2,034,541
Net effect of dilutive stock
options 1,181,827 169,038 988,784 145,428
Total weighted average shares 87,467,103 83,411,840 85,790,571 83,412,608
Net income before extraordinary
charge $ 45,648 $ 37,388 $ 131,876 $ 108,645
Extraordinary charge 12,710 12,710
Net income $ 45,648 $ 24,678 $ 131,876 $ 95,935
Net income per share
before extraordinary charge $ 0.52 $ 0.45 $ 1.54 $ 1.30
Extraordinary charge 0.15 0.15
Net income per share $ 0.52 $ 0.30 $ 1.54 $ 1.15
Fully Diluted:
Average shares outstanding 84,251,558 81,150,065 82,193,311 81,232,639
Net effect of dilutive warrants 2,033,718 2,261,345 2,623,893 2,228,821
Net effect of dilutive stock
options 1,181,827 388,396 1,144,762 378,674
Total weighted average shares 87,467,103 83,799,806 85,961,966 83,840,134
Net income before extraordinary
charge $ 45,648 $ 37,388 $ 131,876 $ 108,645
Extraordinary charge 12,710 12,710
Net income $ 45,648 $ 24,678 $ 131,876 $ 95,935
Net income per share
before extraordinary charge $ 0.52 $ 0.44 $ 1.54 $ 1.29
Extraordinary charge 0.15 0.15
Net income per share $ 0.52 $ 0.29 $ 1.54 $ 1.14
</TABLE>
