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 February 28, 1995
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 - 91,316,494 shares as of
April 5, 1995.
INDEX
HEALTHTRUST, INC. - THE HOSPITAL COMPANY
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets--
February 28, 1995 and August 31, 1994 3
Condensed consolidated statements of
operations--three months and six months
ended February 28, 1995 and 1994
Condensed consolidated statements of
cash flows--six months ended February 28,
1995 and 1994 5
Notes to condensed consolidated
financial statements 6-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8-13
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security
Holders 14
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HEALTHTRUST, INC. - THE HOSPITAL COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)
February 28, August 31,
1995 1994
CURRENT ASSETS
Cash and cash equivalents $ 52,272 $ 92,327
Accounts receivable, less allowances
for doubtful accounts of
$180,188 and $175,838 610,685 549,554
Supplies 90,190 86,576
Other current assets 99,723 113,752
TOTAL CURRENT ASSETS 852,870 842,209
PROPERTY, PLANT AND EQUIPMENT 3,109,859 2,990,559
Less accumulated depreciation 828,254 736,863
2,281,605 2,253,696
EXCESS OF PURCHASE PRICE
OVER NET ASSETS ACQUIRED 748,028 736,189
OTHER ASSETS 136,994 135,188
TOTAL ASSETS $ 4,019,497 $ 3,967,282
CURRENT LIABILITIES
Accounts payable $ 139,124 $ 153,821
Other current liabilities 417,323 405,244
TOTAL CURRENT LIABILITIES 556,447 559,065
LONG TERM DEBT 1,691,221 1,740,872
DEFERRED INCOME TAXES 72,245 91,230
DEFERRED PROFESSIONAL LIABILITY RISKS 216,539 215,503
OTHER LIABILITIES 336,554 335,008
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value;
400,000,000 shares authorized,
91,280,516 and 90,733,447
shares issued and outstanding 91 91
Paid-in capital 1,036,396 1,021,929
Deferred compensation (4,864)
Retained earnings 114,868 3,584
STOCKHOLDERS' EQUITY 1,146,491 1,025,604
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 4,019,497 $ 3,967,282
See accompanying notes.
HEALTHTRUST, INC. - THE HOSPITAL COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars in thousands, except per share data)
Three Months Ended Six Months Ended
February 28 February 28
1995 1994 1995 1994
Net operating revenue $1,015,022 $ 652,521 $1,984,946 $1,274,616
Costs and expenses:
Hospital service costs:
Salaries and benefits 388,331 236,473 763,079 469,026
Supplies 131,629 90,960 260,737 178,950
Fees 107,680 68,361 211,668 133,077
Other expenses 106,036 66,014 208,416 131,754
Bad debt expense 64,002 45,150 128,574 88,740
797,678 506,958 1,572,474 1,001,547
Depreciation and amortization 57,229 35,058 113,309 69,678
Interest 40,146 20,715 80,604 42,270
Pension expense 16,301 10,614 32,658 20,542
Other income (net) (5,295) (3,229) (8,989) (8,679)
906,059 570,116 1,790,056 1,125,358
INCOME BEFORE MINORITY
INTERESTS AND INCOME TAXES 108,963 82,405 194,890 149,258
Minority interests 2,322 2,647 4,335 4,089
INCOME BEFORE INCOME TAXES 106,641 79,758 190,555 145,169
Income tax provision 45,286 32,382 79,271 58,941
NET INCOME $ 61,355 $ 47,376 $ 111,284 $ 86,228
Net income per share $ 0.66 $ 0.56 $ 1.20 $ 1.02
Shares used in
computation of net
income per common share 92,907,341 84,878,164 92,770,454 84,639,121
See accompanying notes.
HEALTHTRUST, INC. - THE HOSPITAL COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
Six Months Ended February 28,
1995 1994
OPERATING ACTIVITIES
Net income $ 111,284 $ 86,228
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation 100,377 65,372
Amortization 12,932 4,306
Non-cash insurance expense 8,765
Pension expense 32,658 20,542
Increase in accounts and
agency receivables (80,027) (39,989)
Decrease in accounts payable
and accrued liabilities (24,952) (62,476)
Other (4,867) (5,456)
NET CASH PROVIDED BY
OPERATING ACTIVITIES 147,405 77,292
INVESTING ACTIVITIES
Purchases of property, plant
and equipment (115,137) (83,709)
Purchase of hospital facilities (14,408)
Proceeds from sales of property,
plant and equipment 3,518 97,948
Other (11,929) (3,407)
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES (137,956) 10,832
FINANCING ACTIVITIES
Principal payments on long-term debt (106,000) (81,700)
Proceeds from long-term borrowings 55,000 -
Other 1,496 1,980
NET CASH USED IN FINANCING ACTIVITIES (49,504) (79,720)
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (40,055) 8,404
Cash and cash equivalents at
beginning of period 92,327 151,346
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 52,272 $ 159,750
Cash paid during the year for:
Interest $ 82,087 $ 44,551
Income taxes 60,691 92,272
See accompanying notes.
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 six months
ended February 28, 1995 are not necessarily indicative of the results that
may be expected for the fiscal year ending August 31, 1995. For further
information, refer to the consolidated financial statements and footnotes
thereto for the year ended August 31, 1994 (included in the Company's
Annual Report on Form 10-K).
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%).
Proposed Merger With Columbia/HCA Healthcare Corporation
On October 4, 1994, the Company and Columbia/HCA Healthcare
Corporation jointly announced the signing of a definitive merger agreement
under which the Company's shareholders will receive 0.88 share of Columbia
common stock in exchange for each share of Healthtrust common stock they
hold. The proposed transaction is expected to be accounted for as a
pooling of interests.
On February 28, 1995, the shareholders of both the Company and
Columbia/HCA approved the merger transaction . The transaction remains
conditioned upon the finalization of a consent agreement with the Federal
Trade Commission and completion of final documentation. The transaction
is expected to be consummated in April 1995.
Reclassifications
Fiscal 1994 deferred compensation expense amounts have been
reclassified to conform with the fiscal 1995 presentation (included with
salaries and benefits).
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
SELECTED OPERATING STATISTICS
(DOLLARS IN MILLIONS)
Same Hospitals Operating Data (1):
Three Months Ended Six Months Ended
February 28, February 28,
%Increase %Increase
1995 1994 Decrease 1995 1994 Decrease
Number of
Hospitals 77 77 77 77
Gross Revenue:
Inpatient $717.5 $691.9 3.7% $1,385.4 $1,318.3 5.1%
Outpatient $365.4 $310.9 17.5% $725.8 $623.9 16.3%
Net Operating
Revenue $644.8 $617.1 4.5% $1,268.4 $1,205.0 5.3%
Hospital Service
Costs $490.2 $470.6 4.2% $969.2 $931.4 4.1%
Admissions 75,379 73,240 2.9% 146,143 140,417 4.1%
Adj. Admissions 113,722 106,123 7.2% 222,703 206,872 7.7%
Patient Days 366,995 384,056 -4.4% 712,475 729,162 -2.3%
Adj. Patient Days 553,814 556,673 -0.5% 1,085,722 1,074,249 1.1%
Average Length
of Stay (days) 4.87 5.24 4.88 5.19
Occupancy Rate 42% 44% 40% 41%
Operating Margin 24.0% 23.7% 23.6% 22.7%
(1) The results of operations applicable to hospital acquisitions and
dispositions have been excluded.
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. 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 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 44%, for the six months
ended February 28, 1995 and 1994, 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.
The Company acquired EPIC Holdings, Inc. (EPIC), which owned 34
hospitals and various related healthcare entities, and three other hospital
facilities during the third and fourth quarters of fiscal 1994, therefore
the results of operations of these acquired facilities are included in
consolidated operations for the quarter and six months ended February 28,
1995, but are not included for the quarter and six months ended February
28, 1994.
Three Months Ended February 28, 1995 and 1994
Net operating revenue for the Company's hospitals for the quarter
ended February 28, 1995, increased 55.6% (12.5% excluding EPIC) to $1.02
billion, while same hospitals net operating revenue increased 4.5%. Gross
revenue during the quarter ended February 28, 1995, increased 57.7% (15.2%
excluding EPIC) due to a 76.9% increase (26.4% excluding EPIC) in gross
outpatient revenue and a 47.3% increase (10.3% excluding EPIC) in gross
inpatient revenue. On a same hospitals basis, gross revenue increased 7.9%
compared to the prior year, due to a 17.5% increase in gross outpatient
revenue and a 3.7% 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 February 28,
1995 increased 57.5%. The 55.6% increase in net operating revenue and
57.5% increase in the costs of hospital services resulted in the operating
margin declining from 22.3% for the quarter ended February 28, 1994 to
21.4% for the quarter ended February 28, 1995. Salaries and benefits, the
largest component of hospital services, increased from 36.2% to 38.3% of
net operating revenue due to higher than average expense at the facilities
acquired during the third and fourth quarters of fiscal 1994. Supplies
expense declined from 13.9% to 13.0% of net operating revenue, primarily
resulting from the Company's continuing efforts to standardize supplies and
negotiate contracts with vendors on a consolidated basis. Bad debt expense
declined from 6.9% to 6.3% of net operating revenue.
Interest expense increased from $20.7 million to $40.1 million for
the quarter ended February 28, 1995, due primarily to the additional debt
incurred to finance the acquisition of EPIC and the other fiscal 1994
transactions.
Income before income taxes increased $26.9 million due primarily to
the net effect of the $71.8 million increase in net operating revenue less
hospital service costs and the $47.3 million increase in depreciation and
amortization, interest and pension expense.
The Company's combined federal and state effective tax rate was 42.5%
for the quarter ended February 28, 1995 compared to 40.6% for the prior
year. This increase is primarily due to an increased amount of
nonallowable goodwill amortization.
Six Months Ended February 28, 1995 and 1994
Net operating revenue for the Company's hospitals for the six months
ended February 28, 1995, increased 55.7% (13.2% excluding EPIC) to $1.98
billion, while same hospitals net operating revenue increased 5.3%. Gross
revenue during the six months ended February 28, 1995, increased 58.3%
(15.5% excluding EPIC) due to a 75.1% increase (24.8% excluding EPIC) in
gross outpatient revenue and a 48.5% increase (11.1% excluding EPIC) in
gross inpatient revenue. On a same hospitals basis, gross revenue
increased 8.7% compared to the prior year, due to a 16.3% increase in gross
outpatient revenue and a 5.1% increase in gross inpatient revenue.
Costs of hospital services (salaries and benefits, fees, supplies,
bad debt expense and other expenses) for the six months ended February 28,
1995 increased 57.0%. The 55.7% increase in net operating revenue and
57.0% increase in the costs of hospital services resulted in the operating
margin decreasing from 21.4% for the six months ended February 28, 1994 to
20.8% for the six months ended February 28, 1995. Salaries and benefits,
the largest component of hospital services, increased from 36.8% to 38.4%
of net operating revenue due to higher than average expense at the
facilities acquired during the third and fourth quarters of fiscal 1994.
Supplies expense was reduced from 14.0% to 13.1% of net operating revenue
for the six months ended February 28, 1995, reflecting the benefits of the
Company's efforts to standardize supplies and consolidate vendors. Bad
debt expense has declined from 7.0% to 6.5% of net operating revenue.
Interest expense increased from $42.3 million to $80.6 million for
the six months ended February, 1995, due primarily to the additional debt
incurred to finance the fiscal 1994 acquisitions.
Income before income taxes increased $45.4 million due primarily to
the net effect of the $139.4 million increase in net operating revenue less
hospital service costs and the $94.1 million increase in depreciation and
amortization, interest and pension expense.
The increase in the federal and state combined effective income tax
rate from 40.6% to 41.6% was due primarily to the increased amount of
nondeductible goodwill amortization.
The Company generated $147.4 million of cash flows from operations
during the six months ended February 28, 1995. This represented a $70.1
million increase in cash flows provided by operations compared to the prior
year. The increase in cash flows was primarily due to the $25.1 million
increase in net income and the $43.6 million increase in depreciation and
amortization expense.
Liquidity and Capital Resources
The Company began fiscal 1995 with a strong balance sheet. During
the six months ended February 28, 1995, stockholders equity increased by
$120.9 million to $1.15 billion and debt as a percentage of capital was
reduced from 63% to 60%. These improvements were achieved primarily
through strong earnings and cash flows provided by operations.
Cash provided from operations continued to satisfy all of the
Company's working capital, capital expenditure and debt principal payment
requirements.
During April 1994, the Company entered into a credit agreement with
the Bank of Nova Scotia, acting as administrative agent for the lenders
(the "1994 Credit Agreement"). The 1994 Credit Agreement provides for an
aggregate of up to $1.2 billion in credit available to the Company. Loans
under the 1994 Credit Agreement bear interest at fluctuating rates, as
selected by the Company at specified times, equal to either (i) an
alternate base rate (the higher of the Bank of Nova Scotia's base rate for
dollar loans or the Federal Funds rate plus 50 basis points) plus 50 basis
points or (ii) LIBO plus 150 basis points.
At March 31, 1995 the Company had outstanding $394 million of term
loans, $277 million of delayed term loans and $25 million of revolving
loans under the 1994 Credit Agreement. The Company had approximately $460
million of credit available under the 1994 Credit Agreement at March 31,
1995.
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 six months ended February 28, 1995, 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 $307.6 million at February 28, 1995. Payments of
professional and general liability claims aggregated $29.3 million for the
six months ended February 28, 1995. 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.
During fiscal 1994, the Company spent $221 million for capital
expenditures (excluding EPIC and other facility acquisitions), 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 1995 are
expected to be approximately $300 million (capital expenditures for the
six months ended February 28, 1995 were $115.1 million). 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's cash, cash
expected to be generated from operations and available sources of capital
are believed by management to be adequate to finance its planned future
growth.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A Special Meeting of Stockholders was held on February 28, 1995
for the purpose of considering and voting on a proposal to
approve and adopt a merger agreement pursuant to which a
wholly-owned subsidiary of Columbia/HCA Healthcare Corporation
will be merged with and into Healthtrust. The merger proposal
was approved by the affirmative vote of the holders of a
majority of the outstanding shares of Healthtrust common stock.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are included herein:
(11) Statement re: Computation of Earnings Per Share
(27) Financial Data Schedule (included only in filings under
the EDGAR system)
(b) The Company did not file any reports on Form 8-K during the
three months ended February 28, 1995.
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)
April 14, 1995 /S/ R. Clayton McWhorter
Date R. Clayton McWhorter
Chairman of the Board,
Chief Executive Officer and President
April 14, 1995 /S/ Kenneth C. Donahey
Date Kenneth C. Donahey
Senior Vice President and Controller
Chief Accounting Officer
HEALTHTRUST, INC. - THE HOSPITAL COMPANY
Exhibit 11 - STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
(Dollars in thousands, except per share data)
Three Months Ended Six Months Ended
February 28 February 28
1995 1994 1995 1994
Primary:
Average shares
outstanding 91,075,721 81,175,622 90,873,624 81,138,773
Net effect of
dilutive warrants 566,285 2,731,645 630,688 2,675,458
Net effect of
dilutive stock options 1,265,335 970,897 1,266,142 824,890
Total weighted average
common shares 92,907,341 84,878,164 92,770,454 84,639,121
Net income $ 61,355 $ 47,376 $ 111,284 $ 86,228
Net income per share $ 0.66 $ 0.56 $ 1.20 $ 1.02
Fully Diluted:
Average shares
outstanding 91,075,721 81,175,622 90,873,624 81,138,773
Net effect of
dilutive warrants 571,449 2,772,431 633,291 2,772,431
Net effect of
dilutive stock options 1,395,313 1,061,482 1,331,130 1,020,829
Total weighted average
common shares 93,042,483 85,009,535 92,838,045 84,932,033
Net income $ 61,355 $ 47,376 $ 111,284 $ 86,228
Net income per share $ 0.66 $ 0.56 $ 1.20 $ 1.02
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