COLUMBIA HCA HEALTHCARE CORP/
8-K, 2000-02-16
GENERAL MEDICAL & SURGICAL HOSPITALS, NEC
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                       ----------------------------------


                                    FORM 8-K
                                 CURRENT REPORT

                        Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

Date of Report                                                 February 14, 2000
(Date of Earliest Event Reported)

                      COLUMBIA/HCA HEALTHCARE CORPORATION
             (Exact name of Registrant as specified in its Charter)

                                    DELAWARE
                            (State of Incorporation)


 001-11239                                                       75-2497104
(Commission                                                   (I.R.S. Employer
File Number)                                                 Identification No.)


One Park Plaza, Nashville, Tennessee                                37203
(Address of principal executive offices)                          (Zip Code)


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

<PAGE>   2
ITEM 5. OTHER EVENTS

     On February 14, 2000, Columbia/HCA Healthcare Corporation (the "Company")
announced operating results for the year and fourth quarter ended December 31,
1999.

ITEM 7. EXHIBIT

        Exhibit 20     Copy of press release dated February 14, 2000 relating to
                       fourth quarter earnings release.


                                   SIGNATURE

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

COLUMBIA/HCA HEALTHCARE CORPORATION

/s/ JOHN M. FRANCK II
- -----------------------------------
John M. Franck II
Corporate Secretary

DATED: February 16, 2000





<PAGE>   1
                                                                      EXHIBIT 20



COLUMBIA/HCA
Healthcare Corporation

                                                    NEWS
================================================================================
                                           FOR IMMEDIATE RELEASE

INVESTOR CONTACT                                    MEDIA CONTACT
Mark Kimbrough:  615-344-2688                       Jeff Prescott:  615-344-5708


                        COLUMBIA/HCA REPORTS 1999 RESULTS
        EPS FROM CONTINUING OPERATIONS OF $1.30 IN 1999 VS $.91 IN 1998
                          EXCLUDING NON-RECURRING ITEMS


           SAME-FACILITY NET REVENUES INCREASE 7.2% IN FOURTH QUARTER

NASHVILLE, TENN., FEBRUARY 14, 2000 - Columbia/HCA Healthcare Corporation (NYSE:
COL) today announced operating results for the year and fourth quarter ended
December 31, 1999.

 "The past year has seen this organization capitalize on our strengths by
putting into place solid operational strategies and focusing on our local
hospitals," stated Thomas F. Frist, Jr., M.D., Chairman and Chief Executive
Officer of Columbia/HCA. "Through a realignment that brings decision making and
leadership back to our communities, we have begun to realize our shared culture,
a common vision of caring, compassion and quality care."

         For the year ended December 31, 1999, revenues from continuing
operations totaled $16.7 billion compared with $18.7 billion for 1998. This
decline reflects the sale or spin-off to shareholders of approximately 85
hospitals and more than 20 ambulatory surgery centers since December 31, 1998.
Net income from continuing operations, excluding gains on sales of facilities,
impairment of long-lived assets and restructuring of operations and
investigation related costs, totaled $767 million or $1.30 per diluted share in
1999 compared to $590 million or $0.91 per diluted share for 1998. Net income
totaled $657 million or $1.11 per diluted share for 1999 versus net income of
$379 million or $0.59 per diluted share for 1998.



                                       1

<PAGE>   2

         Excluding acquisition related goodwill charges, net income from
continuing operations (excluding gains on sales of facilities, impairment of
long-lived assets, restructuring of operations and investigation related costs)
was $850 million or $1.45 per diluted share in 1999 compared to $682 million or
$1.05 per diluted share for 1998, a 38 percent increase from the prior year.

         During 1999, the Company sold 24 hospitals, 4 surgery centers and
certain other non-core assets resulting in a pretax gain of $297 million ($164
million net of tax), or $0.28 per diluted share. The Company also recorded asset
impairment charges of approximately $220 million ($194 million net of tax), or
$0.33 per diluted share during 1999. Cash proceeds from asset sales during 1999
totaled approximately $945 million before tax.

         For the fourth quarter ended December 31, 1999, revenues from
continuing operations totaled $3.9 billion compared to $4.4 billion in the
fourth quarter of 1998. Net income from continuing operations, excluding gains
on sales of facilities, impairment of long-lived assets and restructuring of
operations and investigation related costs, totaled $159 million or $0.28 per
diluted share for the fourth quarter of 1999 compared to net income of $27
million or $0.04 per diluted share during the fourth quarter of 1998. Net income
for the fourth quarter of 1999 totaled $91 million or $0.16 per diluted share
compared to a net loss of ($42) million or ($0.06) per diluted share in the
fourth quarter of 1998.

         During the fourth quarter of 1999, the Company sold 6 hospitals and
certain other non-core assets for approximately $79 million, resulting in a
pretax gain of $40 million ($13 million net of tax), or $0.02 per diluted share.
Asset impairment charges were recorded during the fourth quarter of 1999
resulting in a charge of $60 million ($63 million net of tax), or $0.11 per
diluted share.

         For the year 1999, same facility admissions at the Company's hospitals
increased by 2.7 percent while same facility revenues increased 5.3 percent.
During the fourth quarter of 1999, same facility admissions increased by 3.9
percent and same facility revenues increased 7.2 percent.




                                       2
<PAGE>   3


         As of December 31, 1999, the Company operated 207 hospitals and 83
ambulatory surgery centers (including 12 hospitals and 3 ASCs owned through
equity joint ventures), compared to 305 hospitals and 107 ambulatory surgery
centers (including 24 hospitals and 5 ASCs owned through equity joint ventures)
as of December 31, 1998.

         At December 31, 1999, the Company's balance sheet reflected total debt
of approximately $6.4 billion, stockholders equity of $5.6 billion and total
assets of $16.9 billion. Capital expenditures for 1999 totaled $1.3 billion. The
Company's total debt-to-capital ratio was 50 percent at year end 1999 compared
to 51 percent at September 30, 1999 and 45 percent at December 31, 1998.

         On May 11, 1999, the Company completed the tax-free  spin-offs to
Columbia/HCA shareholders of LifePoint Hospitals, Inc. (NASD: LPNT) and Triad
Hospitals, Inc. (NASD: TRIH). Columbia/HCA received approximately $900
million from the spin-off of the 57 hospitals.

         During 1999, the Company repurchased 81 million shares of its common
stock at a total cost of approximately $2 billion. In addition, the Company's $1
billion share repurchase program, authorized in November 1999, was completed in
February 2000. Approximately 34.4 million shares have been purchased at an
average cost of approximately $29 per share. The majority of these shares were
purchased by certain financial organizations through a series of forward
purchase contracts. In accordance with the terms of the forward purchase
contracts, the shares purchased remain issued and outstanding until the forward
purchase contracts are settled by the Company.

         Several factors continued to affect the Company's financial results
during the fourth quarter and full year 1999. These factors include - reduced
Medicare reimbursement mandated by the Balanced Budget Act of 1997 and changes
in Medicare outlier payments which reduced Medicare payments to the Company's
healthcare facilities by approximately $18 million during the fourth quarter of
1999 and approximately $124 million for the year 1999; and increased supply
expense due to the increasing costs of new technology and pharmaceuticals.



                                       3

<PAGE>   4

         The Company estimates that its Medicare reimbursement in 2000 will be
reduced by approximately $40-$45 million from the previous year due to
continuing provisions of the Balanced Budget Act of 1997 and changes in Medicare
outlier payments.

                                      * * *

This press release contains forward-looking statements based on current
management expectations. Numerous risks, uncertainties and other factors
including: (i) the outcome of the known and unknown governmental investigations
and litigation involving the Company's business practices, (ii) possible changes
in the Medicare program that may further limit reimbursements to health care
providers and insurers, (iii) the complexity of integrated computer systems and
the success and expense of the remediation efforts of the Company and relevant
third parties in achieving Year 2000 readiness, and (iv) the ability to enter
into managed care provider arrangements on acceptable terms, and those detailed
from time-to-time in the Company's filings with the Securities and Exchange
Commission, may cause results to differ materially from those anticipated in the
forward-looking statements. Many of the factors that will determine the
Company's future results are beyond the ability of the Company to control or
predict. These statements are subject to risks and uncertainties and, therefore,
actual results may differ materially.

Readers should not place undue reliance on forward-looking statements, which
reflect management's views only as of the date hereof. The Company undertakes no
obligation to revise or update any forward-looking statements, or to make any
other forward-looking statements, whether as a result of new information, future
events or otherwise.

All references to "Company" and "Columbia/HCA" as used throughout this document
refer to Columbia/HCA Healthcare Corporation and its affiliates.






                                       4
<PAGE>   5
                       COLUMBIA/HCA HEALTHCARE CORPORATION
                     CONSOLIDATED OPERATING RESULTS SUMMARY
                 (Dollars in millions, except per share amounts)

<TABLE>
<CAPTION>
                                                                                                           FOR THE TWELVE MONTHS
                                                                                       FOURTH QUARTER        ENDED DECEMBER 31,
                                                                                   ---------------------   ---------------------
                                                                                     1999        1998        1999        1998
                                                                                   ---------   ---------   ---------   ---------
<S>                                                                                <C>         <C>         <C>         <C>
Revenues ........................................................................  $   3,942   $   4,420   $  16,657   $  18,681

EBITDA (a) ......................................................................  $     649   $     489   $   2,888   $   2,868

Net income (loss):
       Income from continuing operations, excluding gains on sales of facilities,
           impairment of long-lived assets and restructuring of operations and
           investigation related costs ..........................................  $     159   $      27   $     767   $     590
       Gains on sales of facilities (net of tax) ................................         13         123         164         365
       Impairment of long-lived assets (net of tax) .............................        (63)       (152)       (194)       (349)
       Restructuring of operations and investigation related costs  (net of tax)         (18)        (21)        (80)        (74)
       Discontinued operations:
           Loss from operations of discontinued businesses (net of tax) .........         --         (19)         --         (80)
           Loss on disposal of discontinued businesses (net of tax) .............         --          --          --         (73)
                                                                                   ---------------------   ---------------------
       Net income (loss) ........................................................  $      91   ($     42)  $     657   $     379
                                                                                   =====================   =====================
Diluted earnings (loss) per share:
       Income from continuing operations, excluding gains on sales of facilities,
           impairment of long-lived assets and restructuring of operations and
           investigation related costs ..........................................  $    0.28   $    0.04   $    1.30   $    0.91
       Gains on sales of facilities .............................................       0.02        0.19        0.28        0.56
       Impairment of long-lived assets ..........................................      (0.11)      (0.23)      (0.33)      (0.54)
       Restructuring of operations and investigation related costs ..............      (0.03)      (0.04)      (0.14)      (0.11)
       Discontinued operations:
           Loss from operations of discontinued businesses ......................         --       (0.02)         --       (0.12)
           Loss on disposal of discontinued businesses ..........................         --          --          --       (0.11)
       Net income (loss) ........................................................  $    0.16   ($   0.06)  $    1.11   $    0.59
                                                                                   =====================   =====================
Shares used in computing diluted earnings per share (000) .......................    568,589     644,387     591,029     646,649
</TABLE>

- -------------------------------------


(a)    EBITDA is defined as income from continuing operations before
       depreciation and amortization, interest expense, gains on sales of
       facilities, impairment of long-lived assets, restructuring of operations
       and investigation related costs, minority interests and income taxes.



                                       5
<PAGE>   6




                       COLUMBIA/HCA HEALTHCARE CORPORATION
                         CONSOLIDATED INCOME STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
                 (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                                 1999                    1998
                                                                       -----------------------    ---------------------
                                                                          AMOUNT         RATIO      AMOUNT       RATIO

<S>                                                                    <C>               <C>      <C>             <C>
Revenues ............................................................  $    16,657       100.0%   $   18,681      100.0%

Salaries and benefits ...............................................        6,749        40.5         7,811       41.8
Supplies ............................................................        2,645        15.9         2,901       15.5
Other operating expenses ............................................        3,196        19.2         3,771       20.2
Provision for doubtful accounts .....................................        1,269         7.6         1,442        7.7
Equity in earnings of affiliates ....................................          (90)       (0.5)         (112)      (0.6)
                                                                       -----------------------    ---------------------
                                                                            13,769        82.7        15,813       84.6
                                                                       -----------------------    ---------------------
    EBITDA ..........................................................        2,888        17.3         2,868       15.4

Depreciation and amortization .......................................        1,094         6.6         1,247        6.7
Interest expense ....................................................          471         2.8           561        3.0
Gains on sales of facilities ........................................         (297)       (1.8)         (744)      (4.0)
Impairment of long-lived assets .....................................          220         1.3           542        2.9
Restructuring of operations and investigation related costs .........          116         0.7           111        0.6
                                                                       -----------------------    ---------------------
Income from continuing operations before minority interests
    and income taxes ................................................        1,284         7.7         1,151        6.2

Minority interests in earnings of consolidated entities .............           57         0.3            70        0.4
                                                                       -----------------------    ---------------------
Income from continuing operations before income taxes ...............        1,227         7.4         1,081        5.8

Provision for income taxes ..........................................          570         3.5           549        3.0
                                                                       -----------------------    ---------------------
Income from continuing operations ...................................          657         3.9           532        2.8

Discontinued operations:

     Loss from operations of discontinued businesses
          (net of tax benefit) ......................................           --          --           (80)      (0.4)
     Loss on disposal of discontinued businesses
          (net of tax benefit) ......................................           --          --           (73)      (0.4)
                                                                       -----------------------    ---------------------
    Net income ......................................................  $       657         3.9   $       379        2.0
                                                                       =======================   ======================
Diluted earnings per share:
    Income from continuing operations, excluding gains on
          sales of facilities, impairment of long-lived assets and
          restructuring of operations and investigation related costs  $      1.30               $      0.91
    Gains on sales of facilities ....................................         0.28                      0.56
    Impairment of long-lived assets .................................        (0.33)                    (0.54)
    Restructuring of operations and investigation related costs .....        (0.14)                    (0.11)
    Discontinued operations:
          Loss from operations of discontinued businesses ...........           --                     (0.12)
          Loss on disposal of discontinued businesses ...............           --                     (0.11)
                                                                       -----------------------    ---------------------
     Net income .....................................................  $      1.11               $      0.59
                                                                       =======================   ======================
Shares used in computing diluted earnings per share (000) ...........      591,029                    646,649
</TABLE>





                                       6
<PAGE>   7


                       COLUMBIA/HCA HEALTHCARE CORPORATION
                         CONSOLIDATED INCOME STATEMENTS
                                 FOURTH QUARTER
                 (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                                1999                       1998
                                                                       ----------------------       --------------------
                                                                        AMOUNT          RATIO       Amount        Ratio
                                                                        ------          -----       ------        -----
<S>                                                                    <C>              <C>         <C>            <C>
Revenues ............................................................  $   3,942        100.0%      $ 4,420        100.0%
Salaries and benefits ...............................................      1,630         41.3         1,900         43.0
Supplies ............................................................        651         16.5           706         16.0
Other operating expenses ............................................        745         18.9           956         21.6
Provision for doubtful accounts .....................................        284          7.2           390          8.8
Equity in earnings of affiliates ....................................        (17)        (0.4)          (21)        (0.5)
                                                                       ----------------------       --------------------
                                                                           3,293         83.5         3,931         88.9
                                                                       ----------------------       --------------------
    EBITDA ..........................................................        649         16.5           489         11.1

Depreciation and amortization .......................................        258          6.6           315          7.2
Interest expense ....................................................        120          3.0           121          2.7
Gains on sales of facilities ........................................        (40)        (1.0)         (207)        (4.7)
Impairment of long-lived assets .....................................         60          1.5           208          4.7
Restructuring of operations and investigation related costs .........         32          0.8            21          0.5
                                                                       ----------------------       --------------------
Income from continuing operations before minority interests
    and income taxes ................................................        219          5.6            31          0.7


Minority interests in earnings of consolidated entities .............         16          0.5            16          0.4
                                                                       ----------------------       --------------------
Income from continuing operations before income taxes ...............        203          5.1            15          0.3

Provision for income taxes ..........................................        112          2.8            38          0.9
                                                                       ----------------------       --------------------
Income (loss) from continuing operations ............................         91          2.3           (23)        (0.6)

Loss from operations of discontinued businesses
    (net of tax benefit) ............................................         --           --           (19)        (0.4)
    Net income (loss) ...............................................  $      91          2.3       $   (42)        (1.0)
                                                                       ======================       ====================
Diluted earnings (loss) per share:
    Income from continuing operations, excluding gains on
          sales of facilities, impairment of long-lived assets and
          restructuring of operations and investigation related costs  $    0.28                     $ 0.04
    Gains on sales of facilities ....................................       0.02                       0.19

    Impairment of long-lived assets .................................      (0.11)                     (0.23)

    Restructuring of operations and investigation related costs .....      (0.03)                     (0.04)
    Loss from operations of discontinued businesses .................                                 (0.02)
                                                                       ----------------------       --------------------
     Net income (loss) ..............................................   $   0.16                    $ (0.06)
                                                                       ======================       ====================
Shares used in computing diluted earnings per share (000) ...........    568,589                    644,387
</TABLE>





                                       7
<PAGE>   8

                       COLUMBIA/HCA HEALTHCARE CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                              (DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
                                                          DECEMBER 31,  SEPTEMBER 30,   DECEMBER 31,
                                                             1999           1999            1998
                                                          ---------       ---------       ---------
<S>                                                       <C>             <C>             <C>
                             ASSETS

Current assets:
     Cash and cash equivalents ......................     $     190       $     124       $     297
     Accounts receivable, net .......................         1,873           1,834           2,096
     Other ..........................................         1,534           1,557           1,470

                                                          ---------       ---------       ---------
          Total current assets ......................         3,597           3,515           3,863

Property and equipment, at cost .....................        14,084          13,955          15,644
Accumulated depreciation ............................        (5,594)         (5,650)         (6,195)
                                                          ---------       ---------       ---------
                                                              8,490           8,305           9,449
Investments of insurance subsidiary .................         1,457           1,545           1,614
Investments in and advances to affiliates ...........           654             617           1,275
Intangible assets, net of accumulated amortization ..         2,319           2,481           2,910
Other ...............................................           368             164             318
                                                          ---------       ---------       ---------
                                                          $  16,885       $  16,627       $  19,429
                                                          =========       =========       =========

              LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:

     Accounts payable ...............................     $     657       $     608       $     784
     Other current liabilities ......................         1,515           1,531           1,707
     Long-term debt due within one year .............         1,160           1,010           1,068
                                                          ---------       ---------       ---------
          Total current liabilities .................         3,332           3,149           3,559

Long-term debt ......................................         5,284           5,522           5,685
Professional liability risks, deferred taxes and
     other liabilities ..............................         1,889           1,679           1,839
Minority interests in equity of consolidated entities           763             768             765
Stockholders' equity ................................         5,617           5,509           7,581
                                                          ---------       ---------       ---------
                                                          $  16,885       $  16,627       $  19,429
                                                          =========       =========       =========
Current ratio .......................................          1.08            1.12            1.09
Ratio of debt to debt plus common and minority equity          50.2%           51.0%           44.7%
Shares outstanding (thousands) ......................       564,273         563,282         642,578
</TABLE>




                                       8
<PAGE>   9

                       COLUMBIA/HCA HEALTHCARE CORPORATION
                              OPERATING STATISTICS

<TABLE>
<CAPTION>
                                                                                 FOR THE TWELVE MONTHS
                                                    FOURTH QUARTER                 ENDED DECEMBER 31,
                                             --------------------------      ----------------------------
                                                1999            1998             1999             1998
                                             ----------      ----------      -----------      -----------
<S>                                           <C>             <C>              <C>              <C>
CONSOLIDATED HOSPITALS:

      Number of Hospitals ..............            195             281              195              281
      Weighted Average Licensed Beds ...         42,850          55,594           46,291           59,104
      Licensed Beds at End of Period ...         42,484          53,693           42,484           53,693

      Admissions .......................        381,700         448,500        1,625,400        1,891,800
           Same Facility % Change ......            3.9%                             2.7%
      Equivalent Admissions ............        567,000         680,400        2,425,100        2,875,600
           Same Facility % Change                   3.1%                             2.5%
      Revenue per Equivalent Admission .     $    6,953      $    6,497      $     6,869      $     6,496
           Same Facility % Change ......            4.0%                             2.7%

      Patient Days .....................      1,875,400       2,201,800        8,030,800        9,387,300
      Equivalent Patient Days ..........      2,785,900       3,339,400       11,982,000       14,268,600

      Emergency Room Visits ............      1,114,800       1,310,900        4,765,900        5,539,000

      Outpatient Revenues as a
          Percentage of Patient Revenues           38.5%           40.2%            38.8%            38.9%

      Surgery Cases ....................        324,100         396,900        1,372,600        1,695,200

      Average Length of Stay ...........            4.9             4.9              4.9              5.0

      Occupancy ........................           47.6%           43.0%            47.5%            43.5%
      Equivalent Occupancy .............           70.7%           65.2%            70.9%            66.1%


NUMBER OF CONSOLIDATED AND
NON-CONSOLIDATED (EQUITY
JOINT VENTURES) HOSPITALS:

      Consolidated .....................            195             281              195              281
      Non-Consolidated (Equity
          Joint Ventures) ..............             12              24               12               24
                                             ----------      ----------      -----------      -----------
      Total Number of Hospitals ........            207             305              207              305
                                             ==========      ==========      ===========      ===========
</TABLE>



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