LifePoint Hospitals, Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-Q
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(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended
September 30, 2007
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from to
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Commission file number:
000-51251
(Exact name of registrant as
specified in its charter)
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Delaware
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20-1538254
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification No.)
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103 Powell Court, Suite 200
Brentwood, Tennessee
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37027
(Zip Code)
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(Address of Principal Executive
Offices)
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(615) 372-8500
(Registrants Telephone
Number, Including Area Code)
Not Applicable
(Former name, former address and
former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a
non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
Rule 12b-2
of the Exchange Act. (Check one): Large accelerated
filer þ Accelerated
filer o Non-accelerated
filer o
Indicate by check mark whether the registrant is a shell company
(as defined in the
Rule 12b-2
of the Exchange
Act). Yes o No þ
As of September 30, 2007, the number of outstanding shares
of Common Stock of LifePoint Hospitals, Inc. was 58,102,436.
PART I
FINANCIAL INFORMATION
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Item 1.
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Financial
Statements.
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LIFEPOINT
HOSPITALS, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
(In millions, except per share amounts)
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Three Months Ended
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Nine Months Ended
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September 30,
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September 30,
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2006
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2007
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2006
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2007
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Revenues
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$
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627.3
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$
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656.2
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$
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1,768.1
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$
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1,971.7
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Salaries and benefits
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247.7
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260.1
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699.8
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774.1
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Supplies
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88.1
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88.8
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246.7
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270.9
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Other operating expenses
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108.2
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119.8
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300.7
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357.1
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Provision for doubtful accounts
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67.8
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78.7
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190.5
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233.1
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Depreciation and amortization
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29.6
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32.4
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76.2
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99.3
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Interest expense, net
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28.0
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21.9
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75.1
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73.7
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569.4
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601.7
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1,589.0
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1,808.2
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Income from continuing operations before minority interests and
income taxes
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57.9
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54.5
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179.1
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163.5
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Minority interests in earnings of consolidated entities
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0.4
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0.5
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1.1
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1.6
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Income from continuing operations before income taxes
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57.5
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54.0
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178.0
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161.9
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Provision for income taxes
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23.5
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22.4
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71.6
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67.0
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Income from continuing operations
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34.0
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31.6
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106.4
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94.9
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Discontinued operations, net of income taxes:
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Income (loss) from discontinued operations
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0.3
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(3.3
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)
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(3.4
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)
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(6.8
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)
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Impairment adjustment (charge)
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0.3
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(16.1
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)
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Gain (loss) on sale of hospitals
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0.6
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(0.4
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)
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4.1
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(0.6
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)
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Income (loss) from discontinued operations
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0.9
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(3.4
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)
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0.7
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(23.5
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)
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Cumulative effect of change in accounting principle, net of
income taxes
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0.7
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Net income
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$
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34.9
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$
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28.2
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$
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107.8
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$
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71.4
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Basic earnings (loss) per share:
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Continuing operations
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$
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0.61
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$
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0.56
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$
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1.91
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$
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1.69
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Discontinued operations
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0.02
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(0.06
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)
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0.02
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(0.42
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)
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Cumulative effect of change in accounting principle
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0.01
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Net income
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$
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0.63
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$
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0.50
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$
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1.94
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$
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1.27
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Diluted earnings (loss) per share:
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Continuing operations
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$
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0.60
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$
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0.55
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$
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1.89
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$
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1.66
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Discontinued operations
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0.02
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(0.06
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)
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0.02
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(0.41
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)
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Cumulative effect of change in accounting principle
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0.01
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Net income
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$
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0.62
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$
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0.49
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$
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1.92
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$
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1.25
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Weighted average shares and dilutive securities outstanding:
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Basic
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55.7
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56.4
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55.6
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56.1
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Diluted
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56.4
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57.3
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56.2
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57.1
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See accompanying notes.
3
LIFEPOINT
HOSPITALS, INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(Dollars in millions, except per share amounts)
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December 31,
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September 30,
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2006(1)
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2007
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(Unaudited)
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ASSETS
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Current assets:
|
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Cash and cash equivalents
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$
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12.2
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$
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48.5
|
|
Accounts receivable, less allowances for doubtful accounts of
$326.2 and $439.4 at December 31, 2006 and
September 30, 2007, respectively
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|
321.6
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308.5
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Inventories
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65.9
|
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68.3
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Assets held for sale
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155.1
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Prepaid expenses
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12.6
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15.3
|
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Income taxes receivable
|
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11.2
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Deferred tax assets
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49.2
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150.7
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Other current assets
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20.6
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24.7
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648.4
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616.0
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Property and equipment:
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Land
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76.8
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|
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71.8
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|
Buildings and improvements
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1,061.5
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1,201.8
|
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Equipment
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597.7
|
|
|
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648.4
|
|
Construction in progress (estimated cost to complete and equip
after September 30, 2007 is $79.7)
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72.0
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36.3
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1,808.0
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1,958.3
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Accumulated depreciation
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(468.6
|
)
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(556.6
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)
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1,339.4
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1,401.7
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Deferred loan costs, net
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31.1
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40.4
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Intangible assets, net
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33.7
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|
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51.4
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Other
|
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4.5
|
|
|
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4.5
|
|
Goodwill
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1,581.3
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|
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1,512.2
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$
|
3,638.4
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$
|
3,626.2
|
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LIABILITIES AND STOCKHOLDERS EQUITY
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Current liabilities:
|
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Accounts payable
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$
|
108.4
|
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|
$
|
79.3
|
|
Accrued salaries
|
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|
68.3
|
|
|
|
66.5
|
|
Accrued interest
|
|
|
11.3
|
|
|
|
13.2
|
|
Income taxes payable
|
|
|
|
|
|
|
14.3
|
|
Other current liabilities
|
|
|
115.8
|
|
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86.6
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Current maturities of long-term debt
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0.5
|
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0.5
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304.3
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260.4
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Long-term debt
|
|
|
1,668.4
|
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1,517.0
|
|
Deferred income taxes
|
|
|
120.5
|
|
|
|
116.8
|
|
Professional and general liability claims and other liabilities
|
|
|
82.3
|
|
|
|
105.9
|
|
Long-term income tax liability
|
|
|
|
|
|
|
56.0
|
|
|
|
|
|
|
|
|
|
|
Minority interests in equity of consolidated entities
|
|
|
12.9
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|
15.7
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Stockholders equity:
|
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Preferred stock, $0.01 par value; 10,000,000 shares
authorized; no shares issued
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Common stock, $0.01 par value; 90,000,000 shares
authorized; 57,365,018 and 58,102,436 shares issued and
outstanding at December 31, 2006 and September 30,
2007, respectively
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|
0.6
|
|
|
|
0.6
|
|
Capital in excess of par value
|
|
|
1,044.4
|
|
|
|
1,077.1
|
|
Unearned ESOP compensation
|
|
|
(6.4
|
)
|
|
|
(3.8
|
)
|
Accumulated other comprehensive loss
|
|
|
(9.6
|
)
|
|
|
(11.7
|
)
|
Retained earnings
|
|
|
421.0
|
|
|
|
492.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,450.0
|
|
|
|
1,554.4
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,638.4
|
|
|
$
|
3,626.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Derived from audited financial statements. |
See accompanying notes.
4
LIFEPOINT
HOSPITALS, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
34.9
|
|
|
$
|
28.2
|
|
|
$
|
107.8
|
|
|
$
|
71.4
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Income) loss from discontinued operations
|
|
|
(0.9
|
)
|
|
|
3.4
|
|
|
|
(0.7
|
)
|
|
|
23.5
|
|
Cumulative effect of change in accounting principle, net of
income taxes
|
|
|
|
|
|
|
|
|
|
|
(0.7
|
)
|
|
|
|
|
Stock-based compensation
|
|
|
3.7
|
|
|
|
5.3
|
|
|
|
9.5
|
|
|
|
12.5
|
|
ESOP expense (non-cash portion)
|
|
|
1.9
|
|
|
|
2.5
|
|
|
|
6.9
|
|
|
|
7.2
|
|
Depreciation and amortization
|
|
|
29.6
|
|
|
|
32.4
|
|
|
|
76.2
|
|
|
|
99.3
|
|
Amortization of deferred loan costs
|
|
|
1.3
|
|
|
|
1.9
|
|
|
|
4.0
|
|
|
|
4.9
|
|
Minority interests in earnings of consolidated entities
|
|
|
0.4
|
|
|
|
0.5
|
|
|
|
1.1
|
|
|
|
1.6
|
|
Deferred income taxes (benefit)
|
|
|
(5.2
|
)
|
|
|
(17.7
|
)
|
|
|
(5.4
|
)
|
|
|
(52.7
|
)
|
Reserve for professional and general liability claims, net
|
|
|
3.2
|
|
|
|
(0.1
|
)
|
|
|
7.3
|
|
|
|
4.0
|
|
Increase (decrease) in cash from operating assets and
liabilities, net of effects from acquisitions and divestitures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(58.1
|
)
|
|
|
(14.2
|
)
|
|
|
(61.9
|
)
|
|
|
(14.7
|
)
|
Inventories and other current assets
|
|
|
(9.7
|
)
|
|
|
(5.5
|
)
|
|
|
(15.7
|
)
|
|
|
(12.7
|
)
|
Accounts payable and accrued expenses
|
|
|
36.6
|
|
|
|
(15.3
|
)
|
|
|
30.9
|
|
|
|
(28.1
|
)
|
Income taxes payable
|
|
|
21.3
|
|
|
|
0.5
|
|
|
|
13.6
|
|
|
|
39.2
|
|
Other
|
|
|
2.2
|
|
|
|
1.4
|
|
|
|
2.6
|
|
|
|
3.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities continuing
operations
|
|
|
61.2
|
|
|
|
23.3
|
|
|
|
175.5
|
|
|
|
158.6
|
|
Net cash (used in) provided by operating activities
discontinued operations
|
|
|
(11.8
|
)
|
|
|
9.4
|
|
|
|
(12.6
|
)
|
|
|
17.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
49.4
|
|
|
|
32.7
|
|
|
|
162.9
|
|
|
|
175.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
|
(39.5
|
)
|
|
|
(38.5
|
)
|
|
|
(134.5
|
)
|
|
|
(111.1
|
)
|
Acquisitions, net of cash acquired
|
|
|
(20.4
|
)
|
|
|
|
|
|
|
(281.0
|
)
|
|
|
|
|
Other
|
|
|
(0.1
|
)
|
|
|
(0.6
|
)
|
|
|
(0.7
|
)
|
|
|
1.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities continuing
operations
|
|
|
(60.0
|
)
|
|
|
(39.1
|
)
|
|
|
(416.2
|
)
|
|
|
(109.9
|
)
|
Net cash provided by investing activities
discontinued operations
|
|
|
1.0
|
|
|
|
34.7
|
|
|
|
28.6
|
|
|
|
107.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(59.0
|
)
|
|
|
(4.4
|
)
|
|
|
(387.6
|
)
|
|
|
(2.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from borrowings
|
|
|
|
|
|
|
|
|
|
|
260.0
|
|
|
|
615.0
|
|
Payments of borrowings
|
|
|
|
|
|
|
(8.4
|
)
|
|
|
(20.0
|
)
|
|
|
(765.9
|
)
|
Proceeds from exercise of stock options
|
|
|
|
|
|
|
0.4
|
|
|
|
0.3
|
|
|
|
12.5
|
|
Proceeds received for completion of new hospital
|
|
|
|
|
|
|
14.7
|
|
|
|
|
|
|
|
14.7
|
|
Payment of debt issuance costs
|
|
|
(0.6
|
)
|
|
|
(0.9
|
)
|
|
|
(1.0
|
)
|
|
|
(14.2
|
)
|
Other
|
|
|
1.1
|
|
|
|
1.0
|
|
|
|
2.2
|
|
|
|
1.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
0.5
|
|
|
|
6.8
|
|
|
|
241.5
|
|
|
|
(136.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in cash and cash equivalents
|
|
|
(9.1
|
)
|
|
|
35.1
|
|
|
|
16.8
|
|
|
|
36.3
|
|
Cash and cash equivalents at beginning of period
|
|
|
56.3
|
|
|
|
13.4
|
|
|
|
30.4
|
|
|
|
12.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
47.2
|
|
|
$
|
48.5
|
|
|
$
|
47.2
|
|
|
$
|
48.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest payments
|
|
$
|
19.0
|
|
|
$
|
41.9
|
|
|
$
|
64.0
|
|
|
$
|
72.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitalized interest
|
|
$
|
0.5
|
|
|
$
|
0.2
|
|
|
$
|
0.8
|
|
|
$
|
1.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes paid, net
|
|
$
|
7.1
|
|
|
$
|
39.8
|
|
|
$
|
63.3
|
|
|
$
|
80.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
5
LIFEPOINT
HOSPITALS, INC.
CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
For the Nine Months Ended September 30, 2007
Unaudited
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital in
|
|
|
Unearned
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Excess of
|
|
|
ESOP
|
|
|
Comprehensive
|
|
|
Retained
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Par Value
|
|
|
Compensation
|
|
|
Loss
|
|
|
Earnings
|
|
|
Total
|
|
|
Balance at December 31, 2006
|
|
|
57.4
|
|
|
$
|
0.6
|
|
|
$
|
1,044.4
|
|
|
$
|
(6.4
|
)
|
|
$
|
(9.6
|
)
|
|
$
|
421.0
|
|
|
$
|
1,450.0
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71.4
|
|
|
|
71.4
|
|
Net change in fair value of interest rate swap, net of tax
benefit of $1.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.1
|
)
|
|
|
|
|
|
|
(2.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
69.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative impact of change in accounting for uncertainty in
income taxes (FIN 48)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.2
|
)
|
|
|
(0.2
|
)
|
Non-cash ESOP compensation earned
|
|
|
|
|
|
|
|
|
|
|
5.0
|
|
|
|
2.6
|
|
|
|
|
|
|
|
|
|
|
|
7.6
|
|
Exercise of stock options, including tax benefits and other
|
|
|
0.4
|
|
|
|
|
|
|
|
13.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.5
|
|
Stock activity in connection with employee stock purchase plans
|
|
|
|
|
|
|
|
|
|
|
1.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.7
|
|
Stock-based compensation nonvested stock
|
|
|
|
|
|
|
|
|
|
|
7.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.0
|
|
Stock-based compensation stock options
|
|
|
|
|
|
|
|
|
|
|
5.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.5
|
|
Nonvested stock issued to key employees, net of forfeitures
|
|
|
0.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2007
|
|
|
58.1
|
|
|
$
|
0.6
|
|
|
$
|
1,077.1
|
|
|
$
|
(3.8
|
)
|
|
$
|
(11.7
|
)
|
|
$
|
492.2
|
|
|
$
|
1,554.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
6
LIFEPOINT
HOSPITALS, INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2007
Unaudited
|
|
Note 1.
|
Basis of
Presentation
|
LifePoint Hospitals, Inc. is a holding company that is one of
the largest owners and operators of general acute care hospitals
in non-urban communities in the United States. Its subsidiaries
own or lease their respective facilities and other assets.
Unless the context otherwise indicates, references in this
report to LifePoint, the Company,
we, our or us are references
to LifePoint Hospitals, Inc.
and/or its
wholly-owned and majority-owned subsidiaries. Any reference
herein to its hospitals, facilities or employees refers to the
hospitals, facilities or employees of subsidiaries of LifePoint
Hospitals, Inc.
At September 30, 2007, the Company operated 49 hospitals,
including one hospital that is being held for disposal. In all
but three of the communities in which its hospitals are located,
LifePoint is the only provider of acute care hospital services.
The Companys hospitals are geographically diversified
across 18 states: Alabama; Arizona; California; Colorado;
Florida; Indiana; Kansas; Kentucky; Louisiana; Mississippi;
Nevada; New Mexico; Tennessee; Texas; Utah; Virginia; West
Virginia and Wyoming.
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with
U.S. generally accepted accounting principles
(GAAP) for interim financial information and with
the requirements of
Form 10-Q
and Article 10 of
Regulation S-X.
Accordingly, they do not include all of the information and
notes required by GAAP for complete financial statements. In the
opinion of management, all adjustments (consisting of normal
recurring adjustments) and disclosures considered necessary for
a fair presentation have been included. Operating results for
the three and nine months ended September 30, 2007 are not
necessarily indicative of the results that may be expected for
the year ending December 31, 2007. For further information,
refer to the consolidated financial statements and notes thereto
included in the Companys Annual Report on
Form 10-K
for the year ended December 31, 2006, filed by the Company.
The majority of the Companys expenses are cost of
revenue items. Costs that could be classified as
general and administrative by the Company would
include LifePoint corporate overhead costs, which were
$19.2 million and $20.1 million for the three months
ended September 30, 2006 and 2007, respectively, and
$57.5 million and $61.9 million for the nine months
ended September 30, 2006 and 2007, respectively.
Certain prior year amounts have been reclassified to conform to
the current year presentation for discontinued operations. This
reclassification has no impact on the Companys total
assets, liabilities, stockholders equity, net income or
cash flows. Unless noted otherwise, discussions in these notes
pertain to the Companys continuing operations.
Four
HCA Hospitals
Effective July 1, 2006, the Company completed its
acquisition of four hospitals from HCA Inc. (HCA)
for a purchase price of $239.0 million plus specific
working capital and capital expenditures as set forth in the
purchase agreement. The four hospitals that the Company acquired
were 200-bed Clinch Valley Medical Center, Richlands, Virginia
(Clinch Valley); 325-bed St. Josephs Hospital,
Parkersburg, West Virginia (St. Josephs);
155-bed Saint Francis Hospital, Charleston, West Virginia
(Saint Francis); and 369-bed Raleigh General
Hospital, Beckley, West Virginia (Raleigh). The
Company borrowed $250.0 million under its Credit Agreement
to pay for this acquisition.
Under the purchase method of accounting, in accordance with
Statement of Financial Accounting Standards (SFAS)
No. 141, Business Combinations, the total
purchase price of the four former HCA hospitals was allocated to
the net tangible and intangible assets based upon their
estimated fair values as of July 1, 2006. The excess of the
purchase price over the estimated fair value of the net tangible
and intangible
7
LIFEPOINT
HOSPITALS, INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
assets was recorded as goodwill. The results of operations of
these hospitals are included in LifePoints results of
operations beginning July 1, 2006. During the three months
ended September 30, 2007, the Company finalized the
purchase price allocation for the four former HCA hospitals.
The fair values of assets acquired and liabilities assumed at
the date of acquisition were as follows (in millions):
|
|
|
|
|
Inventories
|
|
$
|
13.0
|
|
Prepaid expenses
|
|
|
1.6
|
|
Other current assets
|
|
|
0.8
|
|
Property and equipment
|
|
|
198.0
|
|
Intangible assets
|
|
|
5.0
|
|
Goodwill
|
|
|
47.5
|
|
|
|
|
|
|
Total assets acquired, excluding cash
|
|
|
265.9
|
|
|
|
|
|
|
Accounts payable
|
|
|
0.2
|
|
Accrued salaries
|
|
|
5.6
|
|
Other current liabilities
|
|
|
2.4
|
|
|
|
|
|
|
Total liabilities assumed
|
|
|
8.2
|
|
|
|
|
|
|
Net assets acquired
|
|
$
|
257.7
|
|
|
|
|
|
|
In connection with the purchase price allocation, the Company
recognized an increase in depreciation and amortization expense
of approximately $3.2 million ($1.9 million, net of
income taxes), or $0.03 per diluted share, during the nine
months ended September 30, 2007. This increased
depreciation and amortization expense was the result of higher
values of certain buildings, equipment and intangible assets
than the Company originally anticipated in the preliminary
purchase price allocations.
The Company classified St. Josephs and Saint Francis as
assets held for sale/discontinued operations, in accordance with
the provisions of SFAS No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets
(SFAS No. 144), effective as of the
acquisition date of July 1, 2006. The Company sold Saint
Francis effective January 1, 2007 and St. Josephs
effective May 1, 2007, as further discussed in Note 3.
|
|
Note 3.
|
Discontinued
Operations
|
Coastal
Carolina Medical Center (Coastal)
Effective July 1, 2007, the Company completed the sale of
Coastal to Tenet Healthcare Corporation (Tenet) for
$35.0 million plus adjustments for working capital and
other items. In connection with the sale, the Company recognized
an impairment charge of $7.8 million, net of income taxes,
or $0.14 loss per diluted share, in discontinued operations
during the nine months ended September 30, 2007. The
$7.8 million impairment charge was comprised of a
$0.5 million impairment of intangible assets, a
$7.1 million impairment
8
LIFEPOINT
HOSPITALS, INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
of goodwill and $0.2 million of an income tax provision.
The following table sets forth the calculation of Coastals
impairment charge (in millions):
|
|
|
|
|
Cash proceeds from sale
|
|
$
|
35.4
|
|
Less, assets sold:
|
|
|
|
|
Property and equipment
|
|
|
(28.5
|
)
|
Intangible assets
|
|
|
(0.5
|
)
|
Goodwill
|
|
|
(14.1
|
)
|
Net working capital
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
(7.6
|
)
|
Income tax provision
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
|
$
|
(7.8
|
)
|
|
|
|
|
|
Colorado
River Medical Center
In March 2007, the Company, through its indirect wholly-owned
subsidiary, Principal-Needles, Inc. (PNI), signed a
letter of intent with the Board of Trustees of Needles Desert
Communities Hospital (the Board of Trustees) to
transfer to the Board of Trustees substantially all of the
operating assets and net working capital of Colorado River
Medical Center (Colorado River) plus
$1.5 million in cash, which approximates the net present
value of future lease payments due under the lease agreement
between PNI and the Board of Trustees in consideration for the
termination of the existing operating lease agreement. In
connection with the signing of the letter of intent, the Company
recognized an impairment adjustment (charge) of
$0.3 million and $(8.3) million, net of income taxes,
or $0.01 and $(0.15) earnings (loss) per diluted share, in
discontinued operations for the three and nine months ended
September 30, 2007, respectively. The impairment charge
relates to goodwill impairment and the property and equipment
and net working capital to be transferred to the Board of
Trustees, for which the Company anticipates receiving no
consideration. The impairment adjustment during the three months
ended September 30, 2007, related to a decrease in Colorado
Rivers working capital during the three months ended
September 30, 2007, which the Company had previously
recorded as an impairment charge. The following table sets forth
the components of Colorado Rivers impairment adjustment
(charge) for the three and nine months ended September 30,
2007 (in millions):
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Nine Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
September 30, 2007
|
|
|
September 30, 2007
|
|
|
Net working capital
|
|
$
|
0.4
|
|
|
$
|
(4.1
|
)
|
Property and equipment
|
|
|
|
|
|
|
(4.9
|
)
|
Goodwill
|
|
|
|
|
|
|
(3.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
0.4
|
|
|
|
(12.1
|
)
|
Income tax (provision) benefit
|
|
|
(0.1
|
)
|
|
|
3.8
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.3
|
|
|
$
|
(8.3
|
)
|
|
|
|
|
|
|
|
|
|
Two
Former HCA Hospitals
In connection with the acquisition of four hospitals from HCA
effective July 1, 2006, the Company committed to a plan to
divest two of the acquired hospitals, St. Josephs and
Saint Francis. The Company sold Saint Francis effective
January 1, 2007 to Herbert J. Thomas Memorial Hospital
Association and St. Josephs effective May 1, 2007 to
Signature Hospital, LLC.
9
LIFEPOINT
HOSPITALS, INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Smith
County Memorial Hospital
In February 2006, the Company announced that it had entered into
a definitive agreement to sell Smith County Memorial Hospital,
Carthage, Tennessee (Smith County), to Sumner
Regional Health System. The Company completed the sale of Smith
County effective March 31, 2006 and recognized a gain on
the sale of approximately $3.8 million, net of income
taxes, or $0.07 per diluted share, during the nine months ended
September 30, 2006.
Medical
Center of Southern Indiana and Ashland Regional Medical
Center
During the second quarter of 2005, the Companys management
committed to a plan to divest two hospitals, Medical Center of
Southern Indiana, Charlestown, Indiana (MCSI) and
Ashland Regional Medical Center, Ashland, Pennsylvania
(Ashland). The Company completed the sale of both
MCSI and Ashland to Saint Catherine Healthcare effective
May 1, 2006.
Impact
of Discontinued Operations
The results of operations, net of income taxes, of Coastal,
Colorado River, St. Josephs, Saint Francis,
Smith County, MCSI and Ashland are reflected in the
accompanying condensed consolidated financial statements as
discontinued operations in accordance with
SFAS No. 144.
The Company allocated to discontinued operations interest
expense of $2.3 million and a nominal amount for the three
months ended September 30, 2006 and 2007, respectively, and
$3.1 million and $2.5 million for the nine months
ended September 30, 2006 and 2007, respectively. For those
disposed assets that were part of an acquisition group for which
specifically identifiable debt was incurred, the allocation of
interest expense to discontinued operations was based on the
ratio of the disposed net assets to the sum of total net assets
of the acquisition group plus the debt that was incurred. For
those asset acquisitions for which specifically identifiable
debt was not incurred, the allocation of interest expense to
discontinued operations was based on the ratio of disposed net
assets to the sum of total net assets of the Company plus the
Companys total outstanding debt.
The revenues and loss before income taxes, excluding impairment
of assets and gain (loss) on sale of hospitals, of discontinued
operations for the three and nine months ended
September 30, 2006 and 2007 were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
September 30,
|
|
September 30,
|
|
|
2006
|
|
2007
|
|
2006
|
|
2007
|
|
Revenues
|
|
$
|
60.2
|
|
|
$
|
1.1
|
|
|
$
|
91.7
|
|
|
$
|
57.0
|
|
Income (loss) before income taxes
|
|
|
0.7
|
|
|
|
(5.4
|
)
|
|
|
(5.0
|
)
|
|
|
(10.7
|
)
|
The following table presents the changes in the Companys
assets held for sale for the nine months ended
September 30, 2007 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
Property and
|
|
|
Intangible
|
|
|
|
|
|
|
Assets
|
|
|
Equipment
|
|
|
Assets, Net
|
|
|
Total
|
|
|
Balance at December 31, 2006
|
|
$
|
14.1
|
|
|
$
|
140.6
|
|
|
$
|
0.4
|
|
|
$
|
155.1
|
|
Sale of Saint Francis
|
|
|
(3.7
|
)
|
|
|
(37.9
|
)
|
|
|
(0.2
|
)
|
|
|
(41.8
|
)
|
Impairment of Colorado River
|
|
|
(4.3
|
)
|
|
|
(5.1
|
)
|
|
|
|
|
|
|
(9.4
|
)
|
Sale of St. Josephs
|
|
|
(4.7
|
)
|
|
|
(68.5
|
)
|
|
|
(0.2
|
)
|
|
|
(73.4
|
)
|
Sale of Coastal
|
|
|
(1.4
|
)
|
|
|
(29.1
|
)
|
|
|
|
|
|
|
(30.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2007
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
LIFEPOINT
HOSPITALS, INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
Note 4.
|
Goodwill
and Intangible Assets
|
The Company performed its most recent goodwill annual impairment
test as of October 1, 2006 and did not incur an impairment
charge related to the impairment test. In connection with the
sale of Coastal and the signing of a letter of intent for
Colorado River, as discussed in Note 3, the Company
recognized a combined pretax impairment charge related to
goodwill of approximately $10.2 million during the nine
months ended September 30, 2007. Additionally, in
connection with the sale of Coastal, the Company wrote off
additional goodwill of $7.0 million during the three months
ended September 30, 2007. Finally, during the nine months
ended September 30, 2007, the Company had purchase price
allocation adjustments for the four former HCA hospitals, as
discussed in Note 2, resulting in a decrease in the
carrying value of goodwill of approximately $51.4 million.
The following table presents the changes in the carrying amount
of goodwill for the nine months ended September 30, 2007
(in millions):
|
|
|
|
|
Balance at December 31, 2006
|
|
$
|
1,581.3
|
|
Impairment related to Colorado River
|
|
|
(3.1
|
)
|
Sale of Coastal (including impairment of $7.1 million)
|
|
|
(14.1
|
)
|
Consideration adjustments and adjustments to purchase price
allocations for acquisitions
|
|
|
(51.9
|
)
|
|
|
|
|
|
Balance at September 30, 2007
|
|
$
|
1,512.2
|
|
|
|
|
|
|
11
LIFEPOINT
HOSPITALS, INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table provides information regarding the
Companys intangible assets, which are included in the
accompanying condensed consolidated balance sheets (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Net
|
|
Class of Intangible Asset
|
|
Amount
|
|
|
Amortization
|
|
|
Total
|
|
|
Amortized intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract-based physician minimum revenue guarantees:
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2006
|
|
$
|
21.0
|
|
|
$
|
(1.7
|
)
|
|
$
|
19.3
|
|
Additions
|
|
|
19.9
|
|
|
|
|
|
|
|
19.9
|
|
Impairment related to Coastal
|
|
|
(0.3
|
)
|
|
|
|
|
|
|
(0.3
|
)
|
Amortization expense
|
|
|
|
|
|
|
(5.1
|
)
|
|
|
(5.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2007
|
|
$
|
40.6
|
|
|
$
|
(6.8
|
)
|
|
$
|
33.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-competition agreements:
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2006
|
|
$
|
16.6
|
|
|
$
|
(4.8
|
)
|
|
$
|
11.8
|
|
Additions
|
|
|
0.8
|
|
|
|
|
|
|
|
0.8
|
|
Amortization expense
|
|
|
|
|
|
|
(1.9
|
)
|
|
|
(1.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2007
|
|
$
|
17.4
|
|
|
$
|
(6.7
|
)
|
|
$
|
10.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificates of need:
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2006
|
|
$
|
2.6
|
|
|
$
|
|
|
|
$
|
2.6
|
|
Additions (purchase price allocations for acquisitions)
|
|
|
4.5
|
|
|
|
|
|
|
|
4.5
|
|
Impairment related to Coastal
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2007
|
|
$
|
6.9
|
|
|
$
|
|
|
|
$
|
6.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2006
|
|
$
|
40.2
|
|
|
$
|
(6.5
|
)
|
|
$
|
33.7
|
|
Additions
|
|
|
25.2
|
|
|
|
|
|
|
|
25.2
|
|
Impairment related to Coastal
|
|
|
(0.5
|
)
|
|
|
|
|
|
|
(0.5
|
)
|
Amortization expense
|
|
|
|
|
|
|
(7.0
|
)
|
|
|
(7.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2007
|
|
$
|
64.9
|
|
|
$
|
(13.5
|
)
|
|
$
|
51.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract-Based
Physician Minimum Revenue Guarantees
The Company accounts for contract-based physician minimum
revenue guarantees in accordance with Financial Accounting
Standards Board (the FASB) Staff Position
No. 45-3,
Application of FASB Interpretation No. 45 to Minimum
Revenue Guarantees Granted to a Business or Its Owners
(FSP
FIN 45-3).
Under FSP
FIN 45-3,
the Company records a contract-based intangible asset and
related guarantee liability at the inception of a physician
minimum revenue guarantee. The contract-based intangible assets
are amortized into other operating expenses over the period of
the physician contract, which is typically five years. As of
September 30, 2007, the Companys liability balance
for contract-based physician minimum revenue guarantees was
$16.2 million, which is included in other current
liabilities in the Companys accompanying condensed
consolidated balance sheets.
12
LIFEPOINT
HOSPITALS, INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Non-Competition
Agreements
The Company has entered into non-competition agreements and
these non-competition agreements are amortized on a
straight-line basis over the term of the agreements.
Certificates
of Need
The construction of new facilities, the acquisition or expansion
of existing facilities and the addition of new services and
certain equipment at the Companys facilities may be
subject to state laws that require prior approval by state
regulatory agencies. These certificates of need laws generally
require that a state agency determine the public need and give
approval prior to the construction or acquisition of facilities
or the addition of new services. The Company operates hospitals
in certain states that have adopted certificate of need laws. If
the Company fails to obtain necessary state approval, the
Company will not be able to expand its facilities, complete
acquisitions or add new services at its facilities in these
states. An independent appraiser values each certificate of need
when the Company acquires a hospital. These intangible assets
have been determined to have indefinite lives and, accordingly,
are not amortized.
|
|
Note 5.
|
Accounting
for Uncertainty in Income Taxes
|
Effective January 1, 2007, the Company adopted the
provisions of FASB Interpretation No. 48, Accounting
for Uncertainty in Income Taxes An Interpretation of
FASB Statement No. 109 (FIN 48). In
connection with the adoption of FIN 48, the Company
recorded a $52.0 million net liability for unrecognized tax
benefits, accrued interest and penalties which was comprised of
the following (in millions):
|
|
|
|
|
Reclassification from current deferred tax assets
|
|
$
|
14.4
|
|
Increase to current deferred tax assets
|
|
|
36.9
|
|
Increase in goodwill
|
|
|
0.5
|
|
Cumulative impact of change recorded in retained earnings
|
|
|
0.2
|
|
|
|
|
|
|
|
|
$
|
52.0
|
|
|
|
|
|
|
The provisions of FIN 48 allow for the classification
election of interest on an underpayment of income taxes, when
the tax law requires interest to be paid, and penalties, when a
tax position does not meet the minimum statutory threshold to
avoid payment of penalties, in income taxes, interest expense or
another appropriate expense classification, based on the
accounting policy election of the company. The Company has
elected to continue its historical practice of classifying
interest and penalties as a component of income tax expense.
During the three and nine months ended September 30, 2007,
subsequent to the adoption of FIN 48, the Company recorded
an increase of $1.1 million and $3.3 million,
respectively, to its long-term income tax liability for the
potential payment of additional interest. Of the
$47.6 million unrecognized tax benefits at
September 30, 2007, approximately $7.5 million, if
recognized, would affect the Companys effective tax rate.
The Companys long-term income tax liability was comprised
of the following at January 1, 2007 and September 30,
2007 (in millions):
|
|
|
|
|
|
|
|
|
|
|
January 1,
|
|
|
September 30,
|
|
|
|
2007
|
|
|
2007
|
|
|
Unrecognized tax benefits
|
|
$
|
45.8
|
|
|
$
|
47.6
|
|
Accrued interest and penalties
|
|
|
6.2
|
|
|
|
8.4
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
52.0
|
|
|
$
|
56.0
|
|
|
|
|
|
|
|
|
|
|
13
LIFEPOINT
HOSPITALS, INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Companys U.S. federal income tax returns for tax
years 1999 and beyond remain subject to examination by the
Internal Revenue Service (IRS). During 2003, the IRS
notified the Company regarding its findings relating to the
examination of the Companys tax returns for the years
ended December 31, 1999, 2000 and 2001. The Company reached
a partial settlement with the IRS on all issues except for the
Companys method of determining its bad debt deduction, for
which the IRS has proposed an additional assessment of
$7.4 million. All of the adjustments proposed by the IRS
are temporary differences. The IRS has delayed final settlement
of this assessment until resolution of certain pending court
proceedings related to the use of this bad debt deduction method
by HCA. On October 4, 2004, HCA was denied certiorari on
its appeal of this matter to the United States Supreme Court. As
a result, HCA and the IRS are currently working through the
complex calculations for the many HCA tax years that are
impacted. Due to the complex computations and many impacted HCA
tax years (including HCA tax years preceding the spin-off of the
Company from HCA), neither the Company nor HCA is currently able
to estimate when the final settlement of the HCA tax years will
occur. The Company cannot reach resolution of its IRS
examination until after the final settlement of HCAs tax
years preceding the spin-off of the Company from HCA on
May 11, 1999. The Company applied its 2002 federal income
tax refund in the amount of $6.6 million as a deposit
against any potential settlement to forestall the tolling of
interest on such settlement beyond the March 15, 2003
deposit date. The Company has extended the statutes of
limitation for the federal tax returns for tax years ended
December 31, 1999, 2000 and 2001 through December 31,
2009 and will likely extend the statutes of limitation further
at that time.
In 2005, the IRS commenced an examination of the Companys
federal income tax return for the year ended December 31,
2003. Furthermore, during the second quarter of 2006, the IRS
commenced an examination of select items within the
Companys federal income tax return for the year ended
December 31, 2002, thereby allowing the IRS to incorporate
any carry forward adjustments from the examination of the 1999
through 2001 federal income tax returns. The Company anticipates
that the examination for its tax year ended December 31,
2002 will be concluded by the end of 2007. The Company has
extended the statute of limitation for its 2002 and 2003 returns
through June 30, 2008 and will likely extend the statute of
limitation further.
Finally, in 2005 the IRS commenced an examination of the federal
income tax return of Province Healthcare Company and
Subsidiaries (Province), which the Company merged
with effective April 15, 2005, for the year ended
December 31, 2003. During the quarter ended June 30,
2007, the Company and the IRS concluded the examination of
Provinces federal income tax return for the year ended
December 31, 2003, with the Company making a
$1.4 million payment (including interest) in settlement of
all matters. Of the $1.4 million payment, $0.8 million
reduced the Companys long-term income tax liability, and
$0.6 million decreased non-current deferred tax
liabilities. In addition, the Company reduced its long-term
income tax liability by $0.8 million and decreased the
goodwill associated with the Province business combination in
accordance with SFAS No. 109. The Company has extended
the statute of limitation for this return through
December 31, 2007. Provinces U.S. federal income
tax returns for tax years 2003 through April 15, 2005
remain subject to examination by the IRS.
Based on the outcome of these examinations or as a result of the
expiration of statutes of limitation for specific taxing
jurisdictions, it is reasonably possible that unrecognized tax
positions could change within the next twelve months. However,
the Company cannot currently estimate the range of any possible
change.
14
LIFEPOINT
HOSPITALS, INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
Note 6.
|
Earnings
(Loss) Per Share
|
The following table sets forth the computation of basic and
diluted earnings (loss) per share (in millions, except per share
amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Nine Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator for basic and diluted earnings (loss) per
share income from continuing operations
|
|
$
|
34.0
|
|
|
$
|
31.6
|
|
|
$
|
106.4
|
|
|
$
|
94.9
|
|
Income (loss) from discontinued operations, net of income taxes
|
|
|
0.9
|
|
|
|
(3.4
|
)
|
|
|
0.7
|
|
|
|
(23.5
|
)
|
Cumulative effect of change in accounting principle
|
|
|
|
|
|
|
|
|
|
|
0.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
34.9
|
|
|
$
|
28.2
|
|
|
$
|
107.8
|
|
|
$
|
71.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic earnings (loss) per share
weighted average shares outstanding
|
|
|
55.7
|
|
|
|
56.4
|
|
|
|
55.6
|
|
|
|
56.1
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee stock benefit plans
|
|
|
0.7
|
|
|
|
0.9
|
|
|
|
0.6
|
|
|
|
1.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for diluted earnings (loss) per share
weighted average shares
|
|
|
56.4
|
|
|
|
57.3
|
|
|
|
56.2
|
|
|
|
57.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.61
|
|
|
$
|
0.56
|
|
|
$
|
1.91
|
|
|
$
|
1.69
|
|
Discontinued operations
|
|
|
0.02
|
|
|
|
(0.06
|
)
|
|
|
0.02
|
|
|
|
(0.42
|
)
|
Cumulative effect of change in accounting principle
|
|
|
|
|
|
|
|
|
|
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
0.63
|
|
|
$
|
0.50
|
|
|
$
|
1.94
|
|
|
$
|
1.27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.60
|
|
|
$
|
0.55
|
|
|
$
|
1.89
|
|
|
$
|
1.66
|
|
Discontinued operations
|
|
|
0.02
|
|
|
|
(0.06
|
)
|
|
|
0.02
|
|
|
|
(0.41
|
)
|
Cumulative effect of change in accounting principle
|
|
|
|
|
|
|
|
|
|
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
0.62
|
|
|
$
|
0.49
|
|
|
$
|
1.92
|
|
|
$
|
1.25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Companys $575.0 million
31/2% Convertible
Senior Subordinated Notes due May 15, 2014 and
$225.0 million
31/4% Convertible
Senior Subordinated Debentures due August 15, 2025 are
included in the calculation of diluted earnings per share
whether or not the contingent requirements have been met for
conversion using the treasury stock method if the conversion
price of $51.79 and $61.22, respectively, is less than the
average market price of the Companys common stock for the
period. Upon conversion, the par value is settled in cash, and
only the conversion premium is settled in shares of the
Companys common stock. The impact of the
31/2% Convertible
Senior Subordinated Notes due May 15, 2014 and the
31/4% Convertible
Senior Subordinated Debentures due August 15, 2025 has been
excluded because the effect would have been anti-dilutive for
the three and nine month periods ended September 30, 2006
and 2007.
15
LIFEPOINT
HOSPITALS, INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
Note 7.
|
Recently
Issued Accounting Pronouncements
|
In September 2006, the FASB issued SFAS No. 157,
Fair Value Measurements
(SFAS No. 157). SFAS No. 157
defines fair value, establishes a framework for measuring fair
value and expands disclosures about fair value measurements.
SFAS No. 157 is effective for fiscal years beginning
after November 15, 2007 and interim periods within those
fiscal years. The provisions for SFAS No. 157 are to
be applied prospectively as of the beginning of the fiscal year
in which it is initially applied, except in limited
circumstances including certain positions in financial
instruments that trade in active markets as well as certain
financial and hybrid financial instruments initially measured
under SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities
(SFAS No. 133), using the transaction
price method. In these circumstances, the transition adjustment,
measured as the difference between the carrying amounts and the
fair values of those financial instruments at the date
SFAS No. 157 is initially applied, shall be recognized
as a cumulative-effect adjustment to the opening balance of
retained earnings for the fiscal year in which
SFAS No. 157 is initially applied. The Company does
not anticipate that the adoption of SFAS No. 157 will
have a material impact on the Companys results of
operations or financial position.
In February 2007, the FASB issued SFAS No. 159,
The Fair Value Option for Financial Assets and Financial
Liabilities Including an Amendment of FASB Statement
No. 115, (SFAS No. 159).
SFAS No. 159 permits a company to choose to measure
many financial instruments and certain other items at fair value
at specified election dates. Most of the provisions in
SFAS No. 159 are elective; however, it applies to all
companies with available-for-sale and trading securities. A
company will report unrealized gains and losses on items for
which the fair value option has been elected in earnings (or
another performance indicator if the company does not report
earnings) at each subsequent reporting date. The fair value
option: (a) may be applied instrument by instrument, with a
few exceptions, such as investments otherwise accounted for by
the equity method; (b) is irrevocable (unless a new
election date occurs); and (c) is applied only to entire
instruments and not to portions of instruments.
SFAS No. 159 is effective as of the beginning of a
companys first fiscal year beginning after
November 15, 2007. The Company does not anticipate that the
adoption of SFAS No. 159 will have a material impact
on the Companys results of operations or financial
position.
|
|
Note 8.
|
Change in
the Companys Chief Financial Officer
|
David M. Dill assumed the position of Chief Financial Officer of
the Company effective July 12, 2007, and replaced Michael
J. Culotta, who resigned effective April 26, 2007. On
May 8, 2007, the Compensation Committee of the
Companys Board of Directors granted Mr. Dill
50,000 shares of the Companys nonvested stock awards
and stock options to purchase 90,000 shares of the
Companys common stock under the Companys Amended and
Restated 1998 Long-Term Incentive Plan.
On May 4, 2007, LifePoint CSGP, LLC, a subsidiary of the
Company, and Mr. Culotta entered into an Agreement to
Cooperate and General Release (the Release
Agreement). Under the Release Agreement, Mr. Culotta
agreed to cooperate with the Company in various matters in which
his knowledge of the business of the Company may be relevant and
to assist the Company so as to facilitate a smooth and seamless
transition of the responsibilities held and information learned
by him while employed by the Company. Mr. Culotta agreed
that his participation in various employment plans sponsored by
the Company had ceased with his resignation and to release any
claims he may have against the Company. As consideration for
entering into the Release Agreement, the Company agreed to pay
Mr. Culotta a total amount of approximately
$0.8 million over the course of 18 months following
the date of the Release Agreement. Mr. Culotta also
acknowledged certain terms of existing stock options and rights
under Company plans, including the expiration thereof, in
relation to his resignation. Finally, Mr. Culotta agreed to
certain confidentiality, non-competition, non-solicitation and
other requirements under the Release Agreement.
As a result of Mr. Culottas resignation, the Company
incurred a net decrease in compensation expense of approximately
$0.7 million ($0.4 million, net of income taxes), or
an increase in diluted earnings per share of
16
LIFEPOINT
HOSPITALS, INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
$0.01, during the nine months ended September 30, 2007.
This net decrease in compensation expense consists of
approximately $0.8 million recognized in connection with
the Release Agreement, as described above, offset by an
approximate $1.5 million reversal of stock compensation
expense resulting from the termination of his unvested stock
options and nonvested stock.
|
|
Note 9.
|
Stock-Based
Compensation
|
The Company issues stock options and other stock-based awards to
key employees and directors under various stockholder-approved
stock-based compensation plans. The Company currently has the
following four types of stock-based awards outstanding under
these plans: stock options; nonvested stock; restricted stock
units; and deferred stock units. The Company accounts for its
stock-based awards in accordance with the provisions of
SFAS No. 123(R), Share-Based Payment
(SFAS No. 123(R)). Under
SFAS No. 123(R), the Company recognizes compensation
expense based on the grant date fair value estimated in
accordance with the standard.
Stock
Options
The Company estimated the fair value of stock options granted
during the three and nine month periods ended September 30,
2006 and 2007 using the Hull-White II lattice option
Valuation Model (HW-II) and a single option award
approach. The Company is amortizing the fair value on a
straight-line basis over the requisite service periods of the
awards, which are the vesting periods of three years. The
Company granted stock options to purchase 904,745 and
661,526 shares of the Companys common stock to
certain key employees during the nine months ended
September 30, 2006 and 2007, respectively. The stock
options that were granted during these periods vest 33.3% on
each grant anniversary date over three years of continued
employment.
In addition, during March 2007, the Company granted
performance-based stock options to certain senior executives to
acquire up to an aggregate of 760,000 shares of the
Companys common stock. These stock options are subject to
forfeiture unless certain targeted levels of diluted earnings
per share are achieved for the year ending December 31,
2007. Depending on the level of diluted earnings per share
achieved for the current fiscal year, the senior executives will
forfeit zero to 100% of these stock options. The stock options
that are not forfeited at year end will vest ratably beginning
one year from the date of the grant to three years after the
date of the grant. Through June 30, 2007, for purposes of
accounting for the expense of these stock options, the Company
assumed a target level of diluted earnings per share that
resulted in the recognition of stock compensation expense
assuming earned options to acquire an aggregate of
380,000 shares and forfeited options for the remaining
380,000 shares. During the three months ended
September 30, 2007, based on the Companys performance
through the nine months ended September 30, 2007, the
Company determined that it is not probable that the Company will
achieve the required targeted level of diluted earnings per
share for the issuance of any of the performance-based stock
options and accordingly, reversed the previously recognized
stock compensation expense associated with these stock options.
The impact of cancelling these performance-based options
resulted in a decrease in stock compensation expense of
approximately $0.4 million ($0.2 million, net of
income taxes), for the three months ended September 30,
2007.
17
LIFEPOINT
HOSPITALS, INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table shows the weighted average assumptions the
Company used to develop the fair value estimates under its HW-II
option valuation model and the resulting estimates of
weighted-average fair value per share of stock options granted
during the nine month periods ended September 30, 2006 and
2007:
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
September 30,
|
|
|
2006
|
|
2007
|
|
Expected volatility
|
|
32.8%
|
|
27.1%
|
Risk free interest rate (range)
|
|
4.38% - 5.17%
|
|
3.78% - 5.21%
|
Expected dividends
|
|
|
|
|
Average expected term (years)
|
|
5.4
|
|
4.7
|
Fair value per share of stock options granted
|
|
$11.18
|
|
$10.26
|
The Company received $0.4 million in cash from stock option
exercises for the three months ended September 30, 2007,
and $0.3 million and $12.5 million for the nine months
ended September 30, 2006 and 2007, respectively. There was
a nominal amount of actual tax benefits realized for the tax
deductions from stock option exercises for the nine month period
ended September 30, 2006. The Company recognized actual tax
benefits for the tax deductions from stock option exercises of
$0.1 million and $1.1 million for the three and nine month
periods ended September 30, 2007.
As of September 30, 2007, there was $9.9 million of
total unrecognized compensation cost related to stock option
compensation arrangements. Total unrecognized compensation cost
will be adjusted for future changes in estimated forfeitures.
The Company expects to recognize that cost over a
weighted-average period of 2.0 years.
Nonvested
Stock
The fair value of nonvested stock is determined based on the
closing price of the Companys common stock on the day
prior to the grant date. The nonvested stock requires no payment
from employees and directors, and stock-based compensation
expense is recorded equally over the vesting periods (three to
five years).
The Company granted 389,719 and 448,351 shares of nonvested
stock awards to certain key employees during the nine months
ended September 30, 2006 and 2007, respectively. These
nonvested stock awards cliff-vest three years from the grant
date. The weighted-average fair market value at the date of
grant of the 389,719 and 448,351 shares of nonvested stock
awards was $33.23 and $36.45 per share, respectively.
Of the 448,351 shares of nonvested stock awards granted
during the nine months ended September 30, 2007,
190,000 shares are performance-based. In addition to
requiring continuing service of an employee, the vesting of
these nonvested stock awards is contingent upon the satisfaction
of certain financial goals, specifically related to the
achievement of budgeted annual revenues and earnings targets. If
these goals are achieved, the nonvested stock awards will
cliff-vest three years after the grant date. The fair value for
each of these nonvested stock awards was determined based on the
closing price of the Companys common stock on the day
prior to the grant date and assumes that the performance goals
will be achieved. If these performance goals are not met, no
compensation expense will be recognized, and any recognized
compensation expense will be reversed.
As of September 30, 2007, there was $22.7 million of
total unrecognized compensation cost related to nonvested stock
compensation arrangements. Total unrecognized compensation cost
will be adjusted for future changes in estimated forfeitures.
The Company expects to recognize that cost over a
weighted-average period of 2.2 years.
18
LIFEPOINT
HOSPITALS, INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
On May 8, 2007, pursuant to the Outside Directors Stock and
Incentive Compensation Plan (ODSICP), the
Companys Board of Directors, upon recommendations of the
Compensation Committee of the Board of Directors, approved the
grant of 3,500 restricted stock unit awards to each of the seven
members of the Board of Directors who are not employees of the
Company or any of its subsidiaries. This award will be fully
vested and no longer subject to forfeiture upon the earliest of
any of the following conditions to occur: (i) the date that
is immediately prior to the date of the 2008 Annual Meeting of
Stockholders of the Company; (ii) the death or disability
of the non-employee director; or (iii) events described in
Section 7.1 of the ODSICP. Generally, such shares will be
forfeited in their entirety unless the individual continues to
serve as a director of the Company on the day prior to the 2008
Annual Meeting of Stockholders. The non-employee directors
receipt of shares of common stock pursuant to the restricted
stock unit award is deferred until the first business day
following the earliest to occur of (i) the third
anniversary of the date of grant, or (ii) the date the
non-employee director ceases to be a member of the
Companys Board of Directors.
The following table summarizes the Companys total
stock-based compensation expense as well as the total recognized
tax benefits related thereto for the three and nine month
periods ended September 30, 2006 and 2007 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
Nonvested stock
|
|
$
|
2.2
|
|
|
$
|
3.3
|
|
|
$
|
5.2
|
|
|
$
|
7.2
|
|
Stock options
|
|
|
1.5
|
|
|
|
2.0
|
|
|
|
4.3
|
|
|
|
5.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation expense
|
|
$
|
3.7
|
|
|
$
|
5.3
|
|
|
$
|
9.5
|
|
|
$
|
12.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax benefits on stock-based compensation expense
|
|
$
|
1.5
|
|
|
$
|
2.1
|
|
|
$
|
3.9
|
|
|
$
|
5.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company did not capitalize any stock-based compensation cost
for the three or nine month periods ended September 30,
2006 and 2007. As of September 30, 2007, there was
$32.6 million of total unrecognized compensation cost
related to all of the Companys stock compensation
arrangements. Total unrecognized compensation cost may be
adjusted for future changes in estimated forfeitures. The
Company expects to recognize that cost over a weighted-average
period of 2.1 years.
19
LIFEPOINT
HOSPITALS, INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Long-term debt consists of the following at December 31,
2006 and September 30, 2007 (in millions):
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
September 30,
|
|
|
|
2006
|
|
|
2007
|
|
|
Senior Borrowings:
|
|
|
|
|
|
|
|
|
Credit Agreement:
|
|
|
|
|
|
|
|
|
Term B Loans
|
|
$
|
1,321.9
|
|
|
$
|
706.0
|
|
Revolving Loans
|
|
|
110.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,431.9
|
|
|
|
706.0
|
|
|
|
|
|
|
|
|
|
|
Subordinated Borrowings:
|
|
|
|
|
|
|
|
|
Province
71/2% Senior
Subordinated Notes
|
|
|
6.1
|
|
|
|
6.1
|
|
Province
41/4% Convertible
Subordinated Notes, due 2008
|
|
|
0.1
|
|
|
|
0.1
|
|
31/2% Convertible
Senior Subordinated Notes, due 2014
|
|
|
|
|
|
|
575.0
|
|
31/4% Convertible
Senior Subordinated Debentures, due 2025
|
|
|
225.0
|
|
|
|
225.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
231.2
|
|
|
|
806.2
|
|
Capital leases/other
|
|
|
5.8
|
|
|
|
5.3
|
|
|
|
|
|
|
|
|
|
|
Total long-term debt
|
|
|
1,668.9
|
|
|
|
1,517.5
|
|
Less: current portion
|
|
|
0.5
|
|
|
|
0.5
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,668.4
|
|
|
$
|
1,517.0
|
|
|
|
|
|
|
|
|
|
|
Senior
Secured Credit Facilities
During the nine months ended September 30, 2007, the
Company repaid a portion of its outstanding term B loans (the
Term B Loans) and all of its outstanding revolving
loans (the Revolving Loans) under the Credit
Agreement, primarily with the proceeds from the issuance of the
Companys
31/2% Convertible
Senior Subordinated Notes due May 15, 2014, as discussed
further in this note, and from the proceeds from the sales of
St. Josephs effective May 1, 2007, and Coastal
effective July 1, 2007, as discussed in Note 3.
Effective May 11, 2007, the Company amended its Credit
Agreement and increased its additional tranches available under
its Term B Loans and Revolving Loans by $200.0 million and
$50.0 million, respectively. Additionally, the amendment
allows for the issuance of up to $250.0 million in term A
loans, previously unavailable. Finally, the amendment modified
certain existing non-monetary terms of the Credit Agreement to
allow for the flexibility in the issuance of the
31/2% Convertible
Senior Subordinated Notes, as discussed further in this note.
31/2% Convertible
Senior Subordinated Notes due May 15, 2014
On May 29, 2007, the Company issued $500.0 million of
its
31/2% Convertible
Senior Subordinated Notes due May 15, 2014, and on
May 31, 2007, the Company issued another $75.0 million
pursuant to the underwriters exercise of their
overallotment option. The net proceeds of approximately
$561.7 million were used to repay a portion of the
outstanding borrowings under the Credit Agreement, as previously
discussed in this note. The
31/2% Convertible
Senior Subordinated Notes bear interest at the rate of
31/2%
per year, payable semi-annually on May 15 and November 15,
commencing November 15, 2007.
The
31/2% Convertible
Senior Subordinated Notes are convertible prior to
March 15, 2014 under the following circumstances:
(1) if the price of the Companys common stock reaches
a specified threshold during the specified periods; (2) if
the trading price of the
31/2% Convertible
Senior Subordinated Notes is below a
20
LIFEPOINT
HOSPITALS, INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
specified threshold; or (3) upon the occurrence of
specified corporate transactions or other specified events. On
or after March 15, 2014, holders may convert their
31/2% Convertible
Senior Subordinated Notes at any time prior to the close of
business on the scheduled trading day immediately preceding
May 15, 2014 regardless of whether any of the foregoing
conditions are satisfied.
Subject to certain exceptions, the Company will deliver cash and
shares of its common stock upon conversion of each $1,000
principal amount of its
31/2% Convertible
Senior Subordinated Notes as follows: (i) an amount in cash
(the principal return) equal to the sum of, for each
of the 20 volume-weighted average price trading days during the
conversion period, the lesser of the daily conversion value for
such volume-weighted average price trading day and $50; and
(ii) a number of shares in an amount equal to the sum of,
for each of the 20 volume-weighted average price trading days
during the conversion period, any excess of the daily conversion
value above $50. The Companys ability to pay the principal
return in cash is subject to important limitations imposed by
the Credit Agreement and other credit facilities or indebtedness
the Company may incur in the future. If the Company does not
make any payment it is obligated to make under the terms of the
31/2% Convertible
Senior Subordinated Notes, holders may declare an event of
default.
The initial conversion rate is 19.3095 shares of the
Companys common stock per $1,000 principal amount of the
31/2% Convertible
Senior Subordinated Notes (subject to adjustments and certain
events). This represents an initial conversion price of
approximately $51.79 per share of the Companys common
stock. In addition, if certain corporate transactions that
constitute a change of control occur prior to maturity, the
Company will increase the conversion rate in certain
circumstances.
Upon the occurrence of a fundamental change (as specified in the
indenture), each holder of the
31/2% Convertible
Senior Subordinated Notes may require the Company to purchase
some or all of the
31/2% Convertible
Senior Subordinated Notes at a purchase price in cash equal to
100% of the principal amount of the
31/2% Convertible
Senior Subordinated Notes surrendered, plus any accrued and
unpaid interest.
The indenture for the
31/2% Convertible
Senior Subordinated Notes does not contain any financial
covenants or any restrictions on the payment of dividends, the
incurrence of senior or secured debt or other indebtedness, or
the issuance or repurchase of securities by the Company. The
indenture contains no covenants or other provisions to protect
holders of the
31/2% Convertible
Senior Subordinated Notes in the event of a highly leveraged
transaction or other events that do not constitute a fundamental
change.
|
|
Note 11.
|
Interest
Rate Swap
|
On June 1, 2006, the Company entered into an interest rate
swap agreement with Citibank N.A., New York (the
Counterparty or Citibank). The interest
swap agreement, as amended, was effective as of
November 30, 2006 and has a maturity date of May 30,
2011. The Company entered into the interest rate swap agreement
to mitigate the floating interest rate risk on a portion of its
outstanding variable rate borrowings under its Credit Agreement.
The interest rate swap agreement requires the Company to make
quarterly fixed rate payments to the Counterparty calculated on
a notional amount as set forth in the schedule below at a fixed
rate of 5.585% while the Counterparty will be obligated to make
quarterly floating payments to the Company based on the
three-month London Interbank Offered Rate on the same referenced
notional amount. Notwithstanding the terms of the interest rate
swap transaction, the Company is ultimately obligated for all
amounts due and payable under the Credit Agreement.
21
LIFEPOINT
HOSPITALS, INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Notional
Schedule
|
|
|
|
|
Date Range
|
|
Notional Amount
|
|
|
November 30, 2006 to November 30, 2007
|
|
$
|
900.0 million
|
|
November 30, 2007 to November 30, 2008
|
|
$
|
750.0 million
|
|
November 30, 2008 to November 30, 2009
|
|
$
|
600.0 million
|
|
November 30, 2009 to November 30, 2010
|
|
$
|
450.0 million
|
|
November 30, 2010 to May 30, 2011
|
|
$
|
300.0 million
|
|
The fair value of the interest rate swap agreement is the amount
at which it could be settled, based on estimates obtained from
the Counterparty. The Company has designated the interest rate
swap as a cash flow hedge instrument, which is recorded in the
Companys accompanying condensed consolidated balance
sheets at its fair value. The Company assesses the effectiveness
of this cash flow hedge instrument on a quarterly basis. For the
three months ended June 30, 2007 and September 30,
2007, the Company completed an assessment of the cash flow hedge
instrument and determined the hedge to be partially ineffective
in accordance with SFAS No. 133. As of June 30,
2007 and September 30, 2007, the outstanding balance due
under the Credit Agreement was $714.4 million and
$706.0 million, respectively. Because the notional amount
of the interest rate swap in effect as of June 30, 2007 and
September 30, 2007 exceeded the Companys outstanding
borrowings under its variable rate debt under the Credit
Agreement, a portion of the cash flow hedge instrument was
determined to be ineffective. The Company recognized an increase
in interest expense of a nominal amount and approximately
$0.3 million related to the ineffective portion of its
interest rate swap during the three and nine month periods ended
September 30, 2007, respectively.
The interest rate swap agreement exposes the Company to credit
risk in the event of non-performance by the Counterparty.
However, the Company does not anticipate non-performance by the
Counterparty. The Company does not hold or issue derivative
financial instruments for trading purposes. The fair value of
the Companys interest rate swap at December 31, 2006
and September 30, 2007, reflected a liability of
approximately $14.7 million and $18.3 million,
respectively, and is included in professional and general
liability claims and other liabilities in the Companys
accompanying condensed consolidated balance sheets. The interest
rate swap reflects a liability balance as of December 31,
2006 and September 30, 2007 because of a decrease in market
interest rates since inception.
|
|
Note 12.
|
Commitments
and Contingencies
|
Americans
with Disabilities Act Claim
On January 12, 2001, a class action lawsuit was filed in
the United States District Court of the Eastern District of
Tennessee (the District Court) against each of the
Companys existing hospitals alleging non-compliance with
the accessibility guidelines of the Americans with Disabilities
Act (ADA). On April 20, 2007 and again on
May 2, 2007, the plaintiff amended the lawsuit to add
hospitals subsequently acquired by the Company, including the
former Province facilities, Wythe County Community Hospital
(WCCH), Danville Regional Medical Center,
(DRMC), Clinch Valley and Raleigh and to dismiss
divested facilities. The lawsuit does not seek any monetary
damages, but seeks injunctive relief requiring facility
modification, where necessary, to meet ADA guidelines, in
addition to attorneys fees and costs. The Company is
currently unable to estimate the costs that could be associated
with modifying these facilities because these costs are
negotiated and determined on a
facility-by-facility
basis and, therefore, have varied and will continue to vary
significantly among facilities. The Company may be required to
make significant capital expenditures at one or more of its
facilities in order to comply with the ADA, and the
Companys business, financial condition or results of
operations could be adversely affected as a result.
In January 2002, the District Court certified the class action
and issued a scheduling order that requires the parties to
complete discovery and inspection for approximately six
facilities per year. The Company is
22
LIFEPOINT
HOSPITALS, INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
vigorously defending the lawsuit, recognizing the Companys
obligation to correct any deficiencies in order to comply with
the ADA. Noncompliance with the requirements of the ADA could
result in the imposition of fines against the Company by the
federal government or the payment of damages by the Company. As
of October 11, 2007, the plaintiffs have conducted
inspections at 32 of the Companys hospitals (including the
now divested Smith County and closed Guyan Valley Hospital). As
of September 30, 2007, the District Court has approved
settlement agreements between the parties relating to 13 of the
Companys facilities. On June 21, 2007, the case was
reassigned to a new judge. On July 16, 2007, the parties
filed a Notice of Partial Settlement and Request for Fairness
Hearing for five facilities. On July 19, 2007, the District
Court held a status conference to review the procedural and
substantive status of the case. The Company is now moving
forward in implementing facility modifications in accordance
with the terms of the settlements. The Company has completed
corrective work on three facilities for a cost of
$1.0 million. The Company currently anticipates that the
costs associated with the ten other facilities that have court
approved settlement agreements will range from $5.1 million
to $7.0 million.
Legal
Proceedings and General Liability Claims
The Company is, from time to time, subject to claims and suits
arising in the ordinary course of business, including claims for
damages for personal injuries, medical malpractice, breach of
contracts, wrongful restriction of or interference with
physicians staff privileges and employment related claims.
In certain of these actions, plaintiffs request payment for
damages, including punitive damages that may not be covered by
insurance. The Company is currently not a party to any
proceeding which, in managements opinion, would have a
material adverse effect on the Companys business,
financial condition or results of operations.
Physician
Commitments
The Company has committed to provide certain financial
assistance pursuant to recruiting agreements with various
physicians practicing in the communities it serves. In
consideration for a physician relocating to one of its
communities and agreeing to engage in private practice for the
benefit of the respective community, the Company may advance
certain amounts of money to a physician, normally over a period
of one year, to assist in establishing the physicians
practice. The amount of commitments the Company estimates it
will advance approximates $16.2 million and often depends
upon the financial results of a physicians private
practice during the guarantee period. Generally, amounts
advanced under the recruiting agreements may be forgiven pro
rata over a period of 48 months contingent upon the
physician continuing to practice in the respective community.
Pursuant to the Companys standard physician recruiting
agreement, any breach or non-fulfillment by a physician under
the physician recruiting agreement gives the Company the right
to recover any payments made to the physician under the
agreement. The Company accounts for advances to physicians in
accordance with FSP
FIN 45-3,
as further discussed in Note 4.
Capital
Expenditure Commitments
The Company is reconfiguring some of its facilities to more
effectively accommodate patient services and restructuring
existing surgical capacity in some of its hospitals to permit
additional patient volume and a greater variety of services. The
Company has incurred approximately $36.3 million in
uncompleted projects at September 30, 2007, which is
included in construction in progress in the Companys
accompanying condensed consolidated balance sheets. At
September 30, 2007, the Company had projects under
construction with an estimated cost to complete and equip of
approximately $79.7 million.
Pursuant to the asset purchase agreement for DRMC, the Company
has agreed to spend at least $11.3 million for capital
expenditures and improvements before July 1, 2008. As of
September 30, 2007, the Company has exceeded the
$11.3 million minimum required capital expenditures and
improvements.
23
LIFEPOINT
HOSPITALS, INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Company agreed in connection with the lease of WCCH to make
capital expenditures or improvements to the hospital of a value
not less than $10.3 million prior to June 1, 2008, and
an additional $4.2 million, for an aggregate total of
$14.5 million, before June 1, 2013. The Company has
incurred approximately $7.5 million of the required capital
expenditures and improvements as of September 30, 2007.
There are required annual capital expenditure commitments in
connection with several of the Companys other facilities.
In accordance with the purchase agreements for Memorial Hospital
of Martinsville and Henry County, Martinsville, Virginia;
Memorial Medical Center of Las Cruces, Las Cruces, New Mexico;
and Los Alamos Medical Center, Los Alamos, New Mexico
facilities, the Company is obligated to make ongoing annual
expenditures based on a percentage of net revenues.
Development
Agreement with the City of Ennis
The Company entered into a Development Agreement with the City
of Ennis, Texas during 2005 to construct a new hospital
(Ennis New) to replace the existing Ennis Regional
Medical Center (Ennis Old). The Company previously
leased Ennis Old from the City of Ennis. Under the Development
Agreement, the Company constructed and equipped Ennis New for
approximately $35.0 million, all of which was paid for by
the Company. The construction was completed during July, 2007,
and the Company moved its operations from Ennis Old to Ennis
New. Pursuant to the terms of the Development Agreement, the
City of Ennis paid $14.7 million of the construction cost
to the Company during August 2007, which the Company has
included in professional and general liability claims and other
liabilities in the Companys condensed consolidated balance
sheet as of September 30, 2007.
Acquisitions
The Company has historically acquired businesses with prior
operating histories. Acquired companies may have unknown or
contingent liabilities, including liabilities for failure to
comply with healthcare laws and regulations, medical and general
professional liabilities, workers compensation liabilities,
previous tax liabilities and unacceptable business practices.
Although the Company institutes policies designed to conform
practices to its standards following completion of acquisitions,
there can be no assurance that the Company will not become
liable for past activities that may later be asserted to be
improper by private plaintiffs or government agencies. Although
the Company generally seeks to obtain indemnification from
prospective sellers covering such matters, there can be no
assurance that any such matter will be covered by
indemnification, or if covered, that such indemnification will
be adequate to cover potential losses and fines. The Company was
not indemnified by Province in connection with the Province
business combination.
24
|
|
Item 2.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations.
|
We recommend that you read this discussion together with our
unaudited condensed consolidated financial statements and
related notes included elsewhere in this report, as well as our
Annual Report on
Form 10-K
for the year ended December 31, 2006. Unless otherwise
indicated, all relevant financial and statistical information
included herein relates to our continuing operations.
Overview
Our revenues for the three and nine months ended
September 30, 2007 compared to the three and nine months
ended September 30, 2006 were favorably impacted by an
increase in revenues per equivalent admission and the third
quarter 2006 acquisition of two hospitals from HCA. Our income
from continuing operations and diluted earnings per share from
continuing operations for the three and nine months ended
September 30, 2007, as compared to the three and nine
months ended September 30, 2006, were negatively affected
by increases in our provision for doubtful accounts and
professional fees expense. The following table reflects our
summarized operating results for the periods presented (in
millions, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Nine Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
Revenues
|
|
$
|
627.3
|
|
|
$
|
656.2
|
|
|
$
|
1,768.1
|
|
|
$
|
1,971.7
|
|
Income from continuing operations
|
|
$
|
34.0
|
|
|
$
|
31.6
|
|
|
$
|
106.4
|
|
|
$
|
94.9
|
|
Diluted earnings per share from continuing operations
|
|
$
|
0.60
|
|
|
$
|
0.55
|
|
|
$
|
1.89
|
|
|
$
|
1.66
|
|
Key
Challenges
We have the following internal and external key challenges to
overcome:
|
|
|
|
|
Increases in Provision for Doubtful
Accounts. We have experienced an increase in our
provision for doubtful accounts during recent years. These
increases were the result of an increased number of uninsured
patients and an increase in co-payments and deductibles from
healthcare plan design changes. These changes increase
collection costs and reduce overall cash collections.
|
Our quarterly provision for doubtful accounts for consolidated
operations which comprises our continuing and discontinued
operations, was as follows for the periods presented (in
millions):
|
|
|
|
|
|
|
|
|
|
|
Provision for
|
|
|
|
Doubtful Accounts
|
|
|
|
2006
|
|
|
2007
|
|
|
First Quarter
|
|
$
|
68.6
|
|
|
$
|
77.7
|
|
Second Quarter
|
|
|
60.2
|
|
|
|
84.6
|
|
Third Quarter
|
|
|
73.9
|
|
|
|
82.2
|
|
Fourth Quarter
|
|
|
71.2
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
273.9
|
|
|
$
|
244.5
|
|
|
|
|
|
|
|
|
|
|
Our revenues decrease when we write-off patient accounts
identified as charity and indigent care. Our hospitals write-off
a portion of a patients account upon the determination
that the patient qualifies under the hospitals
charity/indigent care policy. In the event that a patient
account was previously classified as self-pay when the
determination of charity/indigent status is made, a
corresponding reduction in the provision for doubtful accounts
may occur.
25
The following table reflects our quarterly consolidated charity
and indigent care write-offs for the periods presented (in
millions):
|
|
|
|
|
|
|
|
|
|
|
Charity and
|
|
|
|
Indigent Care
|
|
|
|
Write-Offs
|
|
|
|
2006
|
|
|
2007
|
|
|
First Quarter
|
|
$
|
6.0
|
|
|
$
|
16.2
|
|
Second Quarter
|
|
|
12.2
|
|
|
|
14.1
|
|
Third Quarter
|
|
|
11.6
|
|
|
|
12.0
|
|
Fourth Quarter
|
|
|
16.6
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
46.4
|
|
|
$
|
42.3
|
|
|
|
|
|
|
|
|
|
|
The provision for doubtful accounts, as well as charity and
indigent care write-offs, relate primarily to self-pay revenues.
The following table reflects our quarterly consolidated self-pay
revenues, net of charity and indigent care write-offs, for the
periods presented (in millions):
|
|
|
|
|
|
|
|
|
|
|
Self-Pay Revenues
|
|
|
|
2006
|
|
|
2007
|
|
|
First Quarter
|
|
$
|
73.8
|
|
|
$
|
80.3
|
|
Second Quarter
|
|
|
73.3
|
|
|
|
87.1
|
|
Third Quarter
|
|
|
88.3
|
|
|
|
86.6
|
|
Fourth Quarter
|
|
|
75.1
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
310.5
|
|
|
$
|
254.0
|
|
|
|
|
|
|
|
|
|
|
The following table shows our consolidated revenue days
outstanding reflected in our consolidated net accounts
receivable as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
Revenue Days
|
|
|
|
Outstanding
|
|
|
|
in Accounts
|
|
|
|
Receivable
|
|
|
|
2006
|
|
|
2007
|
|
|
March 31
|
|
|
39.6
|
|
|
|
40.8
|
|
June 30
|
|
|
40.7
|
|
|
|
41.4
|
|
September 30
|
|
|
45.1
|
|
|
|
43.7
|
|
December 31
|
|
|
43.1
|
|
|
|
N/A
|
|
The approximate percentages of billed hospital receivables
(which is a component of total accounts receivable) are
summarized as follows as of the dates presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
March 31,
|
|
|
June 30,
|
|
|
September 30,
|
|
|
|
2006
|
|
|
2007
|
|
|
2007
|
|
|
2007
|
|
|
Insured receivables
|
|
|
37.1
|
%
|
|
|
33.8
|
%
|
|
|
32.1
|
%
|
|
|
31.0
|
%
|
Uninsured receivables (including copayments and deductibles)
|
|
|
62.9
|
|
|
|
66.2
|
|
|
|
67.9
|
|
|
|
69.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
The approximate percentages of billed hospital receivables in
summarized aging categories are as follows as of the dates
presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
March 31,
|
|
|
June 30,
|
|
|
September 30,
|
|
|
|
2006
|
|
|
2007
|
|
|
2007
|
|
|
2007
|
|
|
0 to 60 days
|
|
|
49.3
|
%
|
|
|
47.9
|
%
|
|
|
45.9
|
%
|
|
|
43.6
|
%
|
61 to 150 days
|
|
|
21.3
|
|
|
|
18.2
|
|
|
|
18.6
|
|
|
|
18.3
|
|
Over 150 days
|
|
|
29.4
|
|
|
|
33.9
|
|
|
|
35.5
|
|
|
|
38.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We continue to implement a number of operating strategies
related to cash collections. However, if the trend of increasing
self-pay revenues continues, our future results of operations
and financial position could be materially adversely affected.
|
|
|
|
|
Physician Recruitment and
Retention. Recruiting and retaining both primary
care physicians and specialists for our non-urban communities
are keys to increasing revenues, patient volumes and the value
that the communities place on our hospitals. The medical staffs
at our hospitals are typically small and our revenues are
negatively affected by the loss of physicians. We believe that
continuing to add specialists should help our hospitals increase
volumes by offering new services.
|
|
|
|
Challenges in Professional and General Liability
Costs. Professional and general liability costs
remain a challenge to us and we expect this pressure to continue
in the future. Additionally, we have recently experienced
unfavorable claims development related to professional and
general liability costs as reflected in our external actuarial
reports.
|
|
|
|
Substantial Indebtedness. Our consolidated
debt was $1,517.5 million as of September 30, 2007,
and we incurred $73.7 million of net interest expense
during the nine months ended September 30, 2007. Our
substantial indebtedness increases our cost of capital,
decreases our net income and reduces the amount of funds
available for operations, capital expenditures and future
acquisitions. We are in compliance with our financial debt
covenants as of September 30, 2007, and believe we will be
in compliance with them throughout the remainder of 2007.
|
|
|
|
Medicare Changes Implementation of Medicare
Severity Diagnosis-Related Groups. Changes with
respect to governmental reimbursement affect our growth. On
August 1, 2007, the Centers for Medicare and Medicaid
Services (CMS) issued its hospital inpatient
prospective payment system final rule for federal fiscal year
2008. Among other items, the final rule creates 745 new
severity-adjusted diagnosis-related groups (Medicare
Severity DRGs or MS-DRGs) to replace
Medicares current 538 DRGs. Under the final rule, the new
MS-DRGs will be phased in over a two year period. In addition,
the final rule also provides for a market basket increase of
3.3% in fiscal year 2008 for hospitals that report certain
patient care quality measures and an increase of 1.3% for
hospitals that do not submit this information. However, to
offset the effect of the coding and discharge classification
changes that CMS believes will occur as hospitals implement the
MS-DRG system, the final rule also reduces Medicare payments to
hospitals by 1.2% in fiscal year 2008 and 1.8% in both fiscal
years 2009 and 2010. Subsequently, on September 29, 2007,
President Bush signed Public Law No:
110-90,
effectively decreasing these reductions for federal fiscal years
2008 and 2009 to 0.6% and 0.9%. CMS plans to conduct a
look-back beginning in federal fiscal year 2010 and
make appropriate changes to the reduction percentages based on
actual claims data. CMS anticipates that the final rule will
result in an increase in payments to hospitals that serve more
severely ill patients and a decrease to hospitals that serve
patients who are less severely ill. Although difficult to
predict, the implementation of the MS-DRG system and the other
provisions of the final rule may result in our Medicare acute
inpatient hospital reimbursement remaining flat in federal
fiscal year 2008. Part I, Item 1. Business,
Sources of Revenue in our Annual Report on
Form 10-K
for the year ended December 31, 2006, contains a detailed
discussion of provisions that affect our Medicare reimbursement,
including the Medicare hospital inpatient, hospital outpatient,
and inpatient rehabilitation facility prospective payment
systems.
|
27
|
|
|
|
|
Medicare Changes Proposed Changes to Medicare
Hospital Outpatient Prospective Payment
System. On July 16, 2007, CMS issued its
proposed hospital outpatient prospective payment system rule for
calendar year 2008. Among other items, the proposed rule
includes a 3.3% market basket update and requires hospitals to
begin reporting 10 hospital outpatient quality measures.
Beginning in calendar year 2009, the annual payment update
factor will be reduced by 2.0 percentage points for
hospitals that do not report those measures. The final hospital
outpatient prospective payment system rule for calendar year
2008 is expected to be released in November 2007.
|
|
|
|
Medicare Changes Inpatient Rehabilitation
Facility Prospective Payment System. On
July 31, 2007, CMS published its Medicare inpatient
rehabilitation facility prospective payment system final rule
for federal fiscal year 2008. The final rule increases the
inpatient rehabilitation facility (IRF) payment rate
by 3.2% and the high-cost outlier threshold from $5,534 to
$7,362 for fiscal year 2008. The final rule also continues the
phase-in of the requirement that at least 75% of an IRFs
patients have one of 13 designated medical conditions (the
75% Rule) which has resulted in decreased volume in
our rehabilitation units.
|
|
|
|
Medicaid Changes. States have adopted, or may
be considering, legislation designed to reduce coverage and
program eligibility, enroll Medicaid recipients in managed care
programs
and/or
impose additional taxes on hospitals to help finance or expand
the states Medicaid systems. Future legislation or other
changes in the administration or interpretation of government
health programs could have a material, adverse effect on our
financial position and results of operations. On May 25,
2007, CMS issued a final rule entitled Medicaid Program;
Cost Limit for Providers Operated by Units of Government and
Provisions to Ensure the Integrity of Federal-State Financial
Partnership, which was expected to reduce federal Medicaid
funding by $4 billion over five years. Also on this date,
President Bush signed into law HR 2206, placing a moratorium on
this rule for one year. However, when the moratorium expires
next year, this final rule could significantly impact state
Medicaid programs and our revenue from such programs.
|
|
|
|
Fraud and Abuse Laws. Participation in the
Medicare and applicable Medicaid programs is heavily regulated.
If a hospital fails to comply substantially with the numerous
laws governing a facilitys activities, the hospitals
participation in the Medicare
and/or
Medicaid programs may be terminated
and/or civil
or criminal penalties may be imposed. On July 2, 2007, CMS
issued a proposed rule (the Physician Rule) that
would modify a number of the regulations that implement the
physician self-referral restriction commonly known as the
Stark Law. On August 27, 2007, CMS issued a
separate final rule (the Phase III Rule) that
modified the Stark Law regulations but did not address the
changes contained in the Physician Rule. Further, in a series of
notices, CMS indicated its intent to require a group of 500
hospitals to submit a Disclosure of Financial Relationship
Report (DFRR) to CMS that contains detailed
information concerning each hospitals ownership,
investment, and compensation arrangements with physicians. While
the Phase III Rule becomes effective on December 4,
2007, CMS has not yet finalized the Physician Rule or the DFRR
reporting requirements. These rulemaking activities reflect the
general trend of increasing governmental scrutiny of the
financial relationships between hospitals and referring
physicians under the fraud and abuse laws. We cannot predict
whether the proposed rules or DFRR will be implemented, or if
adopted, if they will be adopted in their current forms.
However, we anticipate that our operations will be subject to
increasing regulatory requirements and a growing reporting
burden.
|
|
|
|
Shortage of Clinical Personnel and Increased Contract Labor
Usage. In recent years, many hospitals, including
some of the hospitals we own, have encountered difficulty in
recruiting and retaining nurses and other clinical personnel.
When we are unable to staff our nursing and other clinical
positions, we are required to use contract labor to ensure
adequate patient care. Contract labor generally costs more per
hour than employed labor. Additionally, we have incurred an
increase in professional fees for anesthesiology, radiology and
emergency room services. We have adopted a number of human
resources strategies in an attempt to improve our ability to
recruit and retain nursing and other clinical personnel.
However, we expect that staffing issues related to nurses and
other clinical personnel will continue in the future.
|
28
|
|
|
|
|
Increases in Supply Costs. During the past few
years, we have experienced an increase in supply costs per
equivalent admission, especially in the areas of pharmaceutical,
orthopaedic, oncology and cardiac supplies. We participate in a
group purchasing organization in an attempt to achieve lower
supply costs from our vendors. Because of the fixed
reimbursement nature of most governmental and commercial payor
arrangements, we may not be able to recover supply cost
increases through increased revenues.
|
|
|
|
Increases in Information Technology Costs and Costs of
Integration. Our business depends significantly
on effective information systems to process clinical and
financial information. Our acquisition activity requires
transitions from, and the integration of, various information
systems that are used by hospitals we acquire. We rely heavily
on HCA Information and Technology Services, Inc.
(HCA-IT) for information systems integration
pursuant to our contractual arrangement for information
technology services. Under a contract with a term that will
expire on December 31, 2009, HCA-IT provides us with
financial, clinical, patient accounting and network information
systems. We are currently evaluating all of our information
system requirements for the periods beyond 2009.
|
Hospital
Acquisitions
We seek to identify and acquire selected hospitals in non-urban
communities. In evaluating a hospital for acquisition, we focus
on a variety of factors. One factor we consider is the number of
patients that are traveling outside of the community for
healthcare services. Another factor we consider is the
hospitals prior operating history and our ability to
implement new healthcare services. In addition, we review the
local demographics and expected future trends. Upon acquiring a
facility, we work to integrate the hospital quickly into our
operating practices. The Business Strategy section
in Part I, Item 1. Business, in our
Annual Report on
Form 10-K
for the year ended December 31, 2006, contains a table of
our hospital acquisitions since our inception in 1999. Please
refer to Note 2 to our consolidated financial statements
included in our Annual Report on
Form 10-K
for the year ended December 31, 2006, for further
discussion of acquisitions that we have made in recent years.
In connection with the purchase price allocation of the third
quarter 2006 acquisition of two former HCA facilities, we
recognized an increase in depreciation and amortization expense
of approximately $3.2 million ($1.9 million, net of
income taxes), or $0.03 per diluted share, during the nine
months ended September 30, 2007. This increased
depreciation and amortization expense was the result of higher
values of certain buildings, equipment and intangible assets
than we originally anticipated in the preliminary purchase price
allocations.
Discontinued
Operations
From time to time, we evaluate our facilities and may sell
assets which we believe may no longer fit with our long-term
strategy for various reasons.
Coastal
Carolina Medical Center
Effective July 1, 2007, we completed the sale of Coastal to
Tenet for a $35.0 million plus adjustments for working
capital and other items. In connection with the sale, we
recognized an impairment charge of $7.8 million, net of
income taxes, or $0.14 loss per diluted share, in discontinued
operations during the nine months ended September 30, 2007.
The $7.8 million impairment charge was comprised of a
$0.5 million impairment of intangible assets, a
$7.1 million impairment of goodwill and $0.2 million
of an income tax provision.
29
The following table sets forth the calculation of Coastals
impairment charge (in millions):
|
|
|
|
|
Cash proceeds from sale
|
|
$
|
35.4
|
|
Less, assets sold:
|
|
|
|
|
Property and equipment
|
|
|
(28.5
|
)
|
Intangible assets
|
|
|
(0.5
|
)
|
Goodwill
|
|
|
(14.1
|
)
|
Net working capital
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
(7.6
|
)
|
Income tax provision
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
|
$
|
(7.8
|
)
|
|
|
|
|
|
Colorado
River Medical Center
In March 2007, we signed a letter of intent with the Board of
Trustees of Needles Desert Communities Hospital to transfer to
the Board of Trustees substantially all of the operating assets
and net working capital of Colorado River plus $1.5 million
in cash, which approximates the net present value of future
lease payments due under the lease agreement between the Board
of Trustees and us in consideration for the termination of the
existing operating lease agreement. In connection with the
signing of the letter of intent, we recognized an impairment
adjustment (charge) of $0.3 million and
$(8.3) million, net of income taxes, $0.01 and $(0.15)
earnings (loss) per diluted share, in discontinued operations
for the three and nine months ended September 30, 2007,
respectively. The impairment charge relates to goodwill
impairment and the property, equipment and net working capital
to be transferred to the Board of Trustees, for which we
anticipate receiving no consideration. The impairment adjustment
during the three months ended September 30, 2007, related
to a decrease in Colorado Rivers working capital during
the three months ended September 30, 2007, which we had
previously recorded as an impairment charge. The following table
sets forth the components of Colorado Rivers impairment
adjustment (charge) for the three and nine months ended
September 30, 2007 (in millions):
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Nine Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2007
|
|
|
2007
|
|
|
Net working capital
|
|
$
|
0.4
|
|
|
$
|
(4.1
|
)
|
Property and equipment
|
|
|
|
|
|
|
(4.9
|
)
|
Goodwill
|
|
|
|
|
|
|
(3.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
0.4
|
|
|
|
(12.1
|
)
|
Income tax (provision) benefit
|
|
|
(0.1
|
)
|
|
|
3.8
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.3
|
|
|
$
|
(8.3
|
)
|
|
|
|
|
|
|
|
|
|
Other
Disposals
In connection with the acquisition of four hospitals from HCA
effective July 1, 2006, we entered into a plan to divest
two of these hospitals, St. Josephs and Saint Francis. We
sold Saint Francis to Herbert J. Thomas Memorial Hospital
Association effective January 1, 2007 and sold St.
Josephs to Signature Hospital, LLC effective May 1,
2007. In addition, on March 31, 2006, we sold Smith County
to Sumner Regional Health System, and, effective May 1,
2006, we sold MCSI and Ashland to Saint Catherine Healthcare.
Please refer to Note 3 of our condensed consolidated
financial statements included elsewhere in this report for more
information on our discontinued operations.
30
The following table reflects our summarized operating results of
discontinued operations for the periods presented (in millions,
except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Nine Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
Revenues
|
|
$
|
60.2
|
|
|
$
|
1.1
|
|
|
$
|
91.7
|
|
|
$
|
57.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations
|
|
$
|
0.3
|
|
|
$
|
(3.3
|
)
|
|
$
|
(3.4
|
)
|
|
$
|
(6.8
|
)
|
Impairment adjustment (charge)
|
|
|
|
|
|
|
0.3
|
|
|
|
|
|
|
|
(16.1
|
)
|
Gain (loss) on sale of hospitals
|
|
|
0.6
|
|
|
|
(0.4
|
)
|
|
|
4.1
|
|
|
|
(0.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations
|
|
$
|
0.9
|
|
|
$
|
(3.4
|
)
|
|
$
|
0.7
|
|
|
$
|
(23.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share from discontinued operations
|
|
$
|
0.02
|
|
|
$
|
(0.06
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.41
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
in the Companys Chief Financial Officer
David M. Dill assumed the position of Chief Financial Officer
effective July 12, 2007, and replaced Michael J. Culotta,
who resigned effective April 26, 2007. On May 8, 2007,
the Compensation Committee of our Board of Directors granted
Mr. Dill 50,000 shares of our nonvested stock awards
and stock options to purchase 90,000 shares of our common
stock under our Amended and Restated 1998 Long-Term Incentive
Plan.
On May 4, 2007, LifePoint CSGP, LLC, our subsidiary, and
Mr. Culotta entered into a Release Agreement. Under the
Release Agreement, Mr. Culotta agreed to cooperate with us
in various matters in which his knowledge of our business may be
relevant and to assist us so as to facilitate a smooth and
seamless transition of the responsibilities held and information
learned by him while employed by us. Mr. Culotta agreed
that his participation in various employment plans sponsored by
us had ceased with his resignation, and to release any claims he
may have against us. As consideration for entering into the
Release Agreement, we agreed to pay Mr. Culotta a total
amount of approximately $0.8 million over the course of
18 months following the date of the Release Agreement.
Mr. Culotta also acknowledged certain terms of existing
stock options and rights under our plans, including the
expiration thereof upon and in relation to his resignation.
Finally, Mr. Culotta also agreed to certain
confidentiality, non-competition, non-solicitation and other
requirements under the Release Agreement.
As a result of Mr. Culottas resignation, we incurred
a net decrease in compensation expense of approximately
$0.7 million ($0.4 million, net of income taxes), or
an increase in diluted earnings per share of $0.01, during the
nine months ended September 30, 2007. This net decrease in
compensation expense consists of approximately $0.8 million
recognized in connection with the Release Agreement, as
described above, offset by approximately $1.5 million
reversal of stock compensation expense resulting from the
termination of his unvested stock options and nonvested stock.
Summary
Each of our challenges is intensified by our inability to
control related trends and the associated risks. Therefore, our
actual results may differ from our expectations. To maintain or
improve operating margins in the future, we must, among other
things, increase patient volumes through physician recruiting,
relationships and retention while controlling the costs of
providing services.
Revenue
Sources
Our hospitals generate revenues by providing healthcare services
to our patients. The majority of these healthcare services are
directed by physicians. We are paid for these healthcare
services from a number of different sources, depending upon the
patients medical insurance coverage. Primarily, we are
paid by governmental Medicare and Medicaid programs, commercial
insurance, including managed care organizations and directly by
the patient. The amounts we are paid for providing healthcare
services to our patients vary
31
depending upon the payor. Governmental payors generally pay
significantly less than a hospitals customary charges for
the services provided. Part I, Item 1.
Business, Sources of Revenue in our Annual
Report on
Form 10-K
for the year ended December 31, 2006, contains a detailed
discussion of our revenue sources.
Revenues from governmental payors, such as Medicare and
Medicaid, are controlled by complex rules and regulations that
stipulate the amount a hospital is paid for providing healthcare
services. Our compliance with these rules and regulations
requires an extensive effort to ensure we remain eligible to
participate in these governmental programs. In addition, these
rules and regulations are subject to frequent changes as a
result of legislative and administrative action on both the
federal and state level. For these reasons, revenues from
governmental programs change frequently and require us to
monitor regularly the environment in which these governmental
programs operate.
Revenues from health maintenance organizations
(HMOs), preferred provider organizations
(PPOs) and other private insurers are subject to
contracts and other arrangements that require us to discount the
amounts we customarily charge for healthcare services. These
discounted arrangements often limit our ability to increase
charges in response to increasing costs. We actively negotiate
with these payors to maintain or increase the pricing of our
healthcare services. Insured patients are generally not
responsible for any difference between customary hospital
charges and the amounts received from commercial insurance
payors. However, insured patients are responsible for payments
not covered by insurance, such as exclusions, deductibles and
co-payments.
Self-pay revenues are primarily generated through the treatment
of uninsured patients. Our hospitals have experienced an
increase in self-pay revenues during the past few years.
Hospital operating margins have been, and may continue to be,
under pressure because of deterioration in pricing flexibility
and payor mix, and growth in operating expenses in excess of the
increase in prospective payment system payments under the
Medicare program.
Critical
Accounting Estimates
The preparation of financial statements in accordance with
U.S. generally accepted accounting principles requires us
to make estimates and assumptions that affect reported amounts
and related disclosures. We consider an accounting estimate to
be critical if:
|
|
|
|
|
it requires assumptions to be made that were uncertain at the
time the estimate was made; and
|
|
|
|
changes in the estimate or different estimates that could have
been made could have a material impact on our consolidated
results of operations or financial condition.
|
Our critical accounting estimates are more fully described in
our Annual Report on
Form 10-K
for the year ended December 31, 2006, and continue to
include the following areas:
|
|
|
|
|
Allowance for doubtful accounts and provision for doubtful
accounts;
|
|
|
|
Revenue recognition/allowance for contractual discounts;
|
|
|
|
Accounting for stock-based compensation;
|
|
|
|
Goodwill and accounting for business combinations;
|
|
|
|
Professional and general liability claims; and
|
|
|
|
Accounting for income taxes.
|
Critical
Accounting Estimate Update
Accounting
for Income Taxes
Our critical accounting estimate for income taxes was recently
modified as a result of our adoption of FIN 48 effective
January 1, 2007. The FASB issued FIN 48 in June 2006.
FIN 48 clarifies the accounting for uncertainty in income
taxes recognized in an enterprises financial statements in
accordance with SFAS No. 109, Accounting for
Income Taxes. This interpretation prescribes a recognition
threshold and measurement
32
attribute for the financial statement recognition and
measurement of a tax position or expected to be taken in a tax
return. FIN 48 also provides guidance on derecognition of
tax benefits, classification on the balance sheet, interest and
penalties, accounting in interim periods, disclosure and
transition. FIN 48 requires significant judgment in
determining what constitutes an individual tax position as well
as assessing the outcome of each tax position. Changes in
judgment as to recognition or measurement of tax positions can
materially affect the estimate of the effective tax rate and,
consequently, affect our operating results. Please refer to
Note 5 of our condensed consolidated financial statements
included elsewhere in this report for further discussion of our
adoption of FIN 48.
Results
of Operations
The following definitions apply throughout the remaining portion
of Managements Discussion and Analysis of Financial
Condition and Results of Operations:
Admissions. Represents the total number of
patients admitted (in the facility for a period in excess of
23 hours) to our hospitals and used by management and
investors as a general measure of inpatient volume.
bps. Basis point change.
Continuing operations. Continuing operations
information excludes the operations of hospitals that are
classified as discontinued operations.
Emergency room visits. Represents the total
number of hospital-based emergency room visits.
Equivalent admissions. Management and
investors use equivalent admissions as a general measure of
combined inpatient and outpatient volume. We compute equivalent
admissions by multiplying admissions (inpatient volume) by the
outpatient factor (the sum of gross inpatient revenue and gross
outpatient revenue and then dividing the resulting amount by
gross inpatient revenue). The equivalent admissions computation
equates outpatient revenue to the volume measure
(admissions) used to measure inpatient volume resulting in a
general measure of combined inpatient and outpatient volume.
ESOP. Employee stock ownership plan. The ESOP
is a defined contribution retirement plan that covers
substantially all of our employees.
Medicare case mix index. Refers to the acuity
or severity of illness of an average Medicare patient at our
hospitals.
N/A. Not applicable.
N/M. Not meaningful.
Outpatient surgeries. Outpatient surgeries are
those surgeries that do not require admission to our hospitals.
Same-hospital. Same-hospital information
includes 49 and 48 hospitals operated during the three months
ended September 30, 2006 and 2007, respectively.
Same-hospital information for the three months ended
September 30, 2006 includes the operations of Guyan Valley
Hospital, which we voluntarily closed and ceased operations
effective December 29, 2006. The costs of corporate
overhead and discontinued operations are excluded from
same-hospital information.
33
Operating
Results Summary
The following tables present summaries of results of operations
for the three and nine months ended September 30, 2006 and
2007 (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
Nine Months Ended September 30,
|
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
Amount
|
|
|
Revenues
|
|
|
Amount
|
|
|
Revenues
|
|
|
Amount
|
|
|
Revenues
|
|
|
Amount
|
|
|
Revenues
|
|
|
Revenues
|
|
$
|
627.3
|
|
|
|
100.0
|
%
|
|
$
|
656.2
|
|
|
|
100.0
|
%
|
|
$
|
1,768.1
|
|
|
|
100.0
|
%
|
|
$
|
1,971.7
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and benefits
|
|
|
247.7
|
|
|
|
39.5
|
|
|
|
260.1
|
|
|
|
39.6
|
|
|
|
699.8
|
|
|
|
39.6
|
|
|
|
774.1
|
|
|
|
39.3
|
|
Supplies
|
|
|
88.1
|
|
|
|
14.0
|
|
|
|
88.8
|
|
|
|
13.5
|
|
|
|
246.7
|
|
|
|
14.0
|
|
|
|
270.9
|
|
|
|
13.7
|
|
Other operating expenses
|
|
|
108.2
|
|
|
|
17.3
|
|
|
|
119.8
|
|
|
|
18.3
|
|
|
|
300.7
|
|
|
|
16.9
|
|
|
|
357.1
|
|
|
|
18.1
|
|
Provision for doubtful accounts
|
|
|
67.8
|
|
|
|
10.8
|
|
|
|
78.7
|
|
|
|
12.0
|
|
|
|
190.5
|
|
|
|
10.8
|
|
|
|
233.1
|
|
|
|
11.8
|
|
Depreciation and amortization
|
|
|
29.6
|
|
|
|
4.7
|
|
|
|
32.4
|
|
|
|
5.0
|
|
|
|
76.2
|
|
|
|
4.3
|
|
|
|
99.3
|
|
|
|
5.1
|
|
Interest expense, net
|
|
|
28.0
|
|
|
|
4.5
|
|
|
|
21.9
|
|
|
|
3.3
|
|
|
|
75.1
|
|
|
|
4.3
|
|
|
|
73.7
|
|
|
|
3.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
569.4
|
|
|
|
90.8
|
|
|
|
601.7
|
|
|
|
91.7
|
|
|
|
1,589.0
|
|
|
|
89.9
|
|
|
|
1,808.2
|
|
|
|
91.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before minority interests and
income taxes
|
|
|
57.9
|
|
|
|
9.2
|
|
|
|
54.5
|
|
|
|
8.3
|
|
|
|
179.1
|
|
|
|
10.1
|
|
|
|
163.5
|
|
|
|
8.3
|
|
Minority interests in earnings of consolidated entities
|
|
|
0.4
|
|
|
|
|
|
|
|
0.5
|
|
|
|
0.1
|
|
|
|
1.1
|
|
|
|
|
|
|
|
1.6
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes
|
|
|
57.5
|
|
|
|
9.2
|
|
|
|
54.0
|
|
|
|
8.2
|
|
|
|
178.0
|
|
|
|
10.1
|
|
|
|
161.9
|
|
|
|
8.2
|
|
Provision for income taxes
|
|
|
23.5
|
|
|
|
3.8
|
|
|
|
22.4
|
|
|
|
3.4
|
|
|
|
71.6
|
|
|
|
4.1
|
|
|
|
67.0
|
|
|
|
3.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
34.0
|
|
|
|
5.4
|
%
|
|
$
|
31.6
|
|
|
|
4.8
|
%
|
|
$
|
106.4
|
|
|
|
6.0
|
%
|
|
$
|
94.9
|
|
|
|
4.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
the Quarters Ended September 30, 2006 and
2007
Revenues
The sources of our revenues are described in
Overview Revenue Sources above.
The following table shows the key drivers of our revenues for
the three months ended September 30, 2006 and 2007 on both
a continuing and same-hospital basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
Increase
|
|
|
% Increase
|
|
|
|
2006
|
|
|
2007
|
|
|
(Decrease)
|
|
|
(Decrease)
|
|
|
Admissions
|
|
|
48,490
|
|
|
|
48,367
|
|
|
|
(123
|
)
|
|
|
(0.3
|
)
|
Equivalent admissions
|
|
|
95,283
|
|
|
|
97,073
|
|
|
|
1,790
|
|
|
|
1.9
|
|
Revenues per equivalent admission
|
|
$
|
6,577
|
|
|
$
|
6,757
|
|
|
$
|
180
|
|
|
|
2.7
|
|
Medicare case mix index
|
|
|
1.22
|
|
|
|
1.24
|
|
|
|
0.02
|
|
|
|
1.6
|
|
Average length of stay (days)
|
|
|
4.2
|
|
|
|
4.2
|
|
|
|
|
|
|
|
|
|
Inpatient surgeries
|
|
|
14,810
|
|
|
|
14,332
|
|
|
|
(478
|
)
|
|
|
(3.2
|
)
|
Outpatient surgeries
|
|
|
36,359
|
|
|
|
36,418
|
|
|
|
59
|
|
|
|
0.2
|
|
Emergency room visits
|
|
|
219,390
|
|
|
|
227,315
|
|
|
|
7,925
|
|
|
|
3.6
|
|
Outpatient factor
|
|
|
1.97
|
|
|
|
2.01
|
|
|
|
0.04
|
|
|
|
2.0
|
|
34
The following table shows the sources of our revenues by payor
for the three months ended September 30, 2006 and 2007,
expressed as percentages of total revenues, including
adjustments to estimated reimbursement amounts:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
September 30,
|
|
|
|
2006
|
|
|
2007
|
|
|
Medicare
|
|
|
33.1
|
%
|
|
|
31.8
|
%
|
Medicaid
|
|
|
9.8
|
|
|
|
9.7
|
|
HMOs, PPOs and other private insurers
|
|
|
39.9
|
|
|
|
42.2
|
|
Self-Pay
|
|
|
13.5
|
|
|
|
13.2
|
|
Other
|
|
|
3.7
|
|
|
|
3.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
The increase in our revenues for the three months ended
September 30, 2007 compared to the three months ended
September 30, 2006 was the result of increases in our
equivalent admissions and revenues per equivalent admission.
Adjustments to estimated reimbursement amounts increased our
revenues by $5.0 million and $3.0 million for the
three months ended September 30, 2006 and 2007,
respectively.
Expenses
Salaries
and Benefits
The following table summarizes our salaries and benefits expense
for the three months ended September 30, 2006 and 2007
(dollars in millions, except for salaries and benefits per
equivalent admission):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
Increase
|
|
|
% Increase
|
|
|
|
2006
|
|
|
Revenues
|
|
|
2007
|
|
|
Revenues
|
|
|
(Decrease)
|
|
|
(Decrease)
|
|
|
Continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and wages
|
|
$
|
190.8
|
|
|
|
30.4
|
%
|
|
$
|
201.2
|
|
|
|
30.7
|
%
|
|
$
|
10.4
|
|
|
|
5.4
|
%
|
Stock-based compensation
|
|
|
3.6
|
|
|
|
0.6
|
|
|
|
5.3
|
|
|
|
0.8
|
|
|
|
1.7
|
|
|
|
45.4
|
|
Employee benefits
|
|
|
38.2
|
|
|
|
6.1
|
|
|
|
37.3
|
|
|
|
5.7
|
|
|
|
(0.9
|
)
|
|
|
(2.7
|
)
|
Contract labor
|
|
|
13.0
|
|
|
|
2.0
|
|
|
|
12.4
|
|
|
|
1.9
|
|
|
|
(0.6
|
)
|
|
|
(3.0
|
)
|
ESOP expense
|
|
|
2.1
|
|
|
|
0.4
|
|
|
|
3.9
|
|
|
|
0.5
|
|
|
|
1.8
|
|
|
|
82.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
247.7
|
|
|
|
39.5
|
%
|
|
$
|
260.1
|
|
|
|
39.6
|
%
|
|
$
|
12.4
|
|
|
|
5.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Same hospital:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and wages
|
|
$
|
183.3
|
|
|
|
29.2
|
%
|
|
$
|
193.5
|
|
|
|
29.5
|
%
|
|
$
|
10.2
|
|
|
|
5.6
|
%
|
Stock-based compensation
|
|
|
0.9
|
|
|
|
0.1
|
|
|
|
1.7
|
|
|
|
0.3
|
|
|
|
0.8
|
|
|
|
83.9
|
|
Employee benefits
|
|
|
38.3
|
|
|
|
6.1
|
|
|
|
37.2
|
|
|
|
5.7
|
|
|
|
(1.1
|
)
|
|
|
(3.0
|
)
|
Contract labor
|
|
|
12.5
|
|
|
|
2.0
|
|
|
|
12.1
|
|
|
|
1.8
|
|
|
|
(0.4
|
)
|
|
|
(4.5
|
)
|
ESOP expense
|
|
|
2.0
|
|
|
|
0.3
|
|
|
|
3.8
|
|
|
|
0.6
|
|
|
|
1.8
|
|
|
|
87.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
237.0
|
|
|
|
37.7
|
%
|
|
$
|
248.3
|
|
|
|
37.9
|
%
|
|
$
|
11.3
|
|
|
|
4.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Man-hours
per equivalent admission
|
|
|
90.9
|
|
|
|
N/A
|
|
|
|
89.6
|
|
|
|
N/A
|
|
|
|
(1.3
|
)
|
|
|
(1.4
|
)
|
Salaries and benefits per equivalent admission
|
|
$
|
2,473
|
|
|
|
N/A
|
|
|
$
|
2,549
|
|
|
|
N/A
|
|
|
$
|
76
|
|
|
|
3.1
|
|
Corporate office salaries and benefits
|
|
$
|
10.7
|
|
|
|
1.7
|
%
|
|
$
|
11.8
|
|
|
|
1.8
|
%
|
|
$
|
1.1
|
|
|
|
10.3
|
%
|
Our salaries and benefits increased for the quarter ended
September 30, 2007 compared to the quarter ended
September 30, 2006, primarily as a result of an increase in
the number of employed nurses and other
35
clinical personnel. We are focused on reducing our contract
labor, which decreased slightly during the quarter ended
September 30, 2007 as compared to the same period last
year, by recruiting and retaining nurses and other clinical
personnel.
Our ESOP expense has two components, common stock and cash.
Shares of our common stock are allocated ratably to employee
accounts, based on employee salaries and wages at a rate of
23,306 shares per month. The ESOP expense amount for the
common stock component is determined using the average market
price of our common stock released to participants in the ESOP.
The cash component is discretionary and is impacted by the
amount of forfeitures in the ESOP. We made $1.5 million of
discretionary cash contributions to the ESOP during the quarter
ended September 30, 2007. No discretionary contributions
were made during the quarter ended September 30, 2006.
We experienced an increase in our stock-based compensation
expense during the quarter ended September 30, 2007 as
compared to the same period last year, as a result of an
increase in the number of outstanding unvested stock options and
nonvested stock.
Supplies
The following table summarizes our supplies expense for the
three months ended September 30, 2006 and 2007 (dollars in
millions, except for supplies per equivalent admission):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
Increase
|
|
|
% Increase
|
|
|
|
2006
|
|
|
2007
|
|
|
(Decrease)
|
|
|
(Decrease)
|
|
|
Supplies
|
|
$
|
88.1
|
|
|
$
|
88.8
|
|
|
$
|
0.7
|
|
|
|
0.8
|
%
|
Supplies as a percentage of revenues
|
|
|
14.0
|
%
|
|
|
13.5
|
%
|
|
|
(50
|
) bps
|
|
|
N/M
|
|
Supplies per equivalent admission
|
|
$
|
921
|
|
|
$
|
913
|
|
|
$
|
(8
|
)
|
|
|
(0.9
|
)%
|
Our supplies expense increased slightly for the quarter ended
September 30, 2007 compared to the quarter ended
September 30, 2006, primarily as a result of increases in
equivalent admissions and emergency room visits. Supplies as a
percentage of revenues and per equivalent admission decreased
slightly as a result of continuing efforts to effectively manage
our supply costs and increased synergies based on our
participation in a group purchasing organization.
36
Other
Operating Expenses
The following table summarizes our other operating expenses for
the three months ended September 30, 2006 and 2007 (dollars
in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
Increase
|
|
|
% Increase
|
|
|
|
2006
|
|
|
Revenues
|
|
|
2007
|
|
|
Revenues
|
|
|
(Decrease)
|
|
|
(Decrease)
|
|
|
Continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional fees
|
|
$
|
11.1
|
|
|
|
1.8
|
%
|
|
$
|
17.7
|
|
|
|
2.7
|
%
|
|
$
|
6.6
|
|
|
|
59.1
|
%
|
Utilities
|
|
|
12.0
|
|
|
|
1.9
|
|
|
|
12.9
|
|
|
|
2.0
|
|
|
|
0.9
|
|
|
|
7.6
|
|
Repairs and maintenance
|
|
|
13.3
|
|
|
|
2.2
|
|
|
|
14.0
|
|
|
|
2.1
|
|
|
|
0.7
|
|
|
|
5.3
|
|
Rents and leases
|
|
|
6.4
|
|
|
|
1.0
|
|
|
|
7.0
|
|
|
|
1.1
|
|
|
|
0.6
|
|
|
|
8.4
|
|
Insurance
|
|
|
7.7
|
|
|
|
1.2
|
|
|
|
8.7
|
|
|
|
1.3
|
|
|
|
1.0
|
|
|
|
14.9
|
|
Physician recruiting
|
|
|
4.2
|
|
|
|
0.7
|
|
|
|
3.1
|
|
|
|
0.5
|
|
|
|
(1.1
|
)
|
|
|
(26.4
|
)
|
Contract services
|
|
|
32.3
|
|
|
|
5.1
|
|
|
|
31.9
|
|
|
|
4.9
|
|
|
|
(0.4
|
)
|
|
|
(1.3
|
)
|
Non-income taxes
|
|
|
9.3
|
|
|
|
1.5
|
|
|
|
9.5
|
|
|
|
1.4
|
|
|
|
0.2
|
|
|
|
1.7
|
|
Other
|
|
|
11.9
|
|
|
|
1.9
|
|
|
|
15.0
|
|
|
|
2.3
|
|
|
|
3.1
|
|
|
|
26.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
108.2
|
|
|
|
17.3
|
%
|
|
$
|
119.8
|
|
|
|
18.3
|
%
|
|
$
|
11.6
|
|
|
|
10.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Same hospital:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional fees
|
|
$
|
11.0
|
|
|
|
1.8
|
%
|
|
$
|
17.6
|
|
|
|
2.7
|
%
|
|
$
|
6.6
|
|
|
|
59.3
|
%
|
Utilities
|
|
|
11.8
|
|
|
|
1.9
|
|
|
|
12.7
|
|
|
|
1.9
|
|
|
|
0.9
|
|
|
|
7.3
|
|
Repairs and maintenance
|
|
|
13.1
|
|
|
|
2.1
|
|
|
|
13.6
|
|
|
|
2.1
|
|
|
|
0.5
|
|
|
|
3.9
|
|
Rents and leases
|
|
|
5.9
|
|
|
|
0.9
|
|
|
|
6.4
|
|
|
|
1.0
|
|
|
|
0.5
|
|
|
|
10.5
|
|
Insurance
|
|
|
6.2
|
|
|
|
1.0
|
|
|
|
8.5
|
|
|
|
1.3
|
|
|
|
2.3
|
|
|
|
35.7
|
|
Physician recruiting
|
|
|
4.2
|
|
|
|
0.7
|
|
|
|
3.1
|
|
|
|
0.5
|
|
|
|
(1.1
|
)
|
|
|
(26.4
|
)
|
Contract services
|
|
|
30.7
|
|
|
|
4.9
|
|
|
|
29.6
|
|
|
|
4.5
|
|
|
|
(1.1
|
)
|
|
|
(3.6
|
)
|
Non-income taxes
|
|
|
9.2
|
|
|
|
1.5
|
|
|
|
9.3
|
|
|
|
1.4
|
|
|
|
0.1
|
|
|
|
1.7
|
|
Other
|
|
|
8.4
|
|
|
|
1.3
|
|
|
|
12.1
|
|
|
|
1.8
|
|
|
|
3.7
|
|
|
|
43.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
100.5
|
|
|
|
16.1
|
%
|
|
$
|
112.9
|
|
|
|
17.2
|
%
|
|
$
|
12.4
|
|
|
|
12.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate office other operating expenses
|
|
$
|
6.9
|
|
|
|
1.1
|
%
|
|
$
|
6.9
|
|
|
|
1.1
|
%
|
|
$
|
|
|
|
|
|
%
|
Our other operating expenses are generally not volume driven.
The increase in other operating expenses for the quarter ended
September 30, 2007 compared to the quarter ended
September 30, 2006, was primarily a result of an increase
in professional fees. Additionally, we experienced an increase
in other expenses and insurance expenses for the quarter ended
September 30, 2007 compared to the quarter ended
September 30, 2006.
The increase in professional fees was primarily the result of
increased fees paid for anesthesiology and emergency room
physician coverage. To attract and retain qualified
anesthesiologists, emergency department specialists and other
critical hospital-based physicians, hospitals in small
communities are increasingly required to guarantee that these
physicians will meet or exceed negotiated minimum income levels.
Our expense for professional fees paid to hospital-based
physicians has increased as the shortage of these physicians
becomes more acute. In addition, an increasing number of
physicians are demanding that our hospitals retain hospitalists
and also be paid for call coverage in excess of what they are
obligated to provide in order to maintain active staff status at
our hospitals.
Other expenses increased during the quarter ended
September 30, 2007 compared to the same period last year,
as a result of increased legal and accounting fees, and employee
recruitment. Finally, professional and general liability
insurance expense increased during the quarter ended
September 30, 2007 compared to the same period last year,
primarily as a result of an increase in our reserves for
self-insured litigation expense as a result of the settlement of
several claims at amounts higher than those anticipated and the
actuarial implications of such settlements.
37
Provision
for Doubtful Accounts
The following table summarizes our provision for doubtful
accounts for the three months ended September 30, 2006 and
2007 (dollars in millions) on a continuing operations and same
hospital basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
Increase
|
|
|
% Increase
|
|
|
|
2006
|
|
|
2007
|
|
|
(Decrease)
|
|
|
(Decrease)
|
|
|
Provision for doubtful accounts
|
|
$
|
67.8
|
|
|
$
|
78.7
|
|
|
$
|
10.9
|
|
|
|
16.1
|
%
|
Percentage of revenues
|
|
|
10.8
|
%
|
|
|
12.0
|
%
|
|
|
120 bps
|
|
|
|
N/M
|
|
Charity care write-offs
|
|
$
|
9.6
|
|
|
$
|
11.8
|
|
|
$
|
2.2
|
|
|
|
22.9
|
%
|
The provision for doubtful accounts relates principally to
self-pay amounts due from patients. As a percentage of revenues,
the provision for doubtful accounts increased for the quarter
ended September 30, 2007 compared with the quarter ended
September 30, 2006, primarily as a result of an increase in
gross self-pay revenues and an increase in copayments and
deductibles. The provision and allowance for doubtful accounts
are critical accounting estimates and are further discussed in
Part II, Item 7. Managements Discussion and
Analysis of Financial Condition and Results of Operations,
Critical Accounting Estimates, in our Annual Report
on
Form 10-K
for the year ended December 31, 2006.
Depreciation
and Amortization
The following table sets forth our depreciation and amortization
expense for the three months ended September 30, 2006 and
2007 (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
Increase
|
|
|
% Increase
|
|
|
|
2006
|
|
|
2007
|
|
|
(Decrease)
|
|
|
(Decrease)
|
|
|
Operating facilities
|
|
$
|
28.1
|
|
|
$
|
31.2
|
|
|
$
|
3.1
|
|
|
|
11.0
|
%
|
Corporate office
|
|
|
1.5
|
|
|
|
1.2
|
|
|
|
(0.3
|
)
|
|
|
(20.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
29.6
|
|
|
$
|
32.4
|
|
|
$
|
2.8
|
|
|
|
9.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense increased for the quarter
ended September 30, 2007 compared to the quarter ended
September 30, 2006, primarily as a result of the completion
of planned capital projects and investments made in our
facilities.
38
Interest
Expense
The following table summarizes our interest expense for the
three months ended September 30, 2006 and 2007 (dollars in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
|
|
|
|
Ended
|
|
|
|
|
|
|
September 30,
|
|
|
Increase
|
|
|
|
2006
|
|
|
2007
|
|
|
(Decrease)
|
|
|
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Secured Credit Facilities, including commitment fees
|
|
$
|
28.0
|
|
|
$
|
13.8
|
|
|
$
|
(14.2
|
)
|
Province
71/2% senior
subordinated notes
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
|
|
31/4%
convertible senior subordinated debentures
|
|
|
1.8
|
|
|
|
1.8
|
|
|
|
|
|
31/2%
convertible senior subordinated notes
|
|
|
|
|
|
|
5.0
|
|
|
|
5.0
|
|
Other
|
|
|
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29.9
|
|
|
|
20.8
|
|
|
|
(9.1
|
)
|
Amortization of deferred loan costs
|
|
|
1.3
|
|
|
|
1.8
|
|
|
|
0.5
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations interest expense allocation
|
|
|
(2.3
|
)
|
|
|
|
|
|
|
2.3
|
|
Interest income
|
|
|
(0.5
|
)
|
|
|
(0.6
|
)
|
|
|
(0.1
|
)
|
Capitalized interest
|
|
|
(0.4
|
)
|
|
|
(0.1
|
)
|
|
|
0.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
28.0
|
|
|
$
|
21.9
|
|
|
$
|
(6.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The decrease in interest expense during the quarter ended
September 30, 2007 compared to the quarter ended
September 30, 2006 was primarily a result of decreases in
our outstanding debt balances and lower interest rates under the
31/2% Convertible
Senior Subordinated Notes due May 15, 2014 compared to the
Credit Agreement. In May 2007, we issued a total of
$575.0 million of our
31/2% Convertible
Senior Subordinated Notes due May 15, 2014. The net
proceeds of approximately $561.7 million were used to repay
a portion of the outstanding borrowings under our Credit
Agreement. Our weighted-average monthly interest-bearing debt
balance decreased from $1,760.5 million during the three
months ended September 30, 2006 to $1,515.7 million
during the same period in 2007. For a further discussion, see
Liquidity and Capital Resources Debt.
Provision
for Income Taxes
The following table summarizes our provision for income taxes
for the three months ended September 30, 2006 and 2007
(dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
|
|
|
|
Ended
|
|
|
|
|
|
|
September 30,
|
|
|
Increase
|
|
|
|
2006
|
|
|
2007
|
|
|
(Decrease)
|
|
|
Provision for income taxes
|
|
$
|
23.5
|
|
|
$
|
22.4
|
|
|
$
|
(1.1
|
)
|
Effective income tax rate
|
|
|
40.8
|
%
|
|
|
41.4
|
%
|
|
|
60 bps
|
|
The decrease in our provision for income taxes was primarily a
result of lower income from continuing operations during the
three months ended September 30, 2007 compared to the three
months ended September 30, 2006. The decrease in income
from continuing operations and a decrease in the estimate for
income from continuing operations for the year ended
December 31, 2007 resulted in a higher effective tax rate
for the three months ended September 30, 2007 compared to
the three months ended September 30, 2006.
39
For
the Nine Months Ended September 30, 2006 and
2007
Revenues
The sources of our revenues are described in
Overview Revenue Sources above.
The increase in our revenues for the nine months ended
September 30, 2007 compared to the nine months ended
September 30, 2006, was primarily the result of an increase
in revenues per equivalent admission and the third quarter 2006
acquisition of two hospitals from HCA.
Adjustments to estimated reimbursement amounts increased our
revenues by $9.9 million and $7.2 million for the nine
months ended September 30, 2006 and 2007, respectively.
The following table shows the key drivers of our revenues for
the nine months ended September 30, 2006 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
Increase
|
|
|
% Increase
|
|
|
|
2006
|
|
|
2007
|
|
|
(Decrease)
|
|
|
(Decrease)
|
|
|
Admissions
|
|
|
139,503
|
|
|
|
148,765
|
|
|
|
9,262
|
|
|
|
6.6
|
|
Equivalent admissions
|
|
|
271,333
|
|
|
|
292,621
|
|
|
|
21,288
|
|
|
|
7.8
|
|
Revenues per equivalent admission
|
|
$
|
6,516
|
|
|
$
|
6,732
|
|
|
$
|
216
|
|
|
|
3.3
|
|
Medicare case mix index
|
|
|
1.23
|
|
|
|
1.24
|
|
|
|
0.01
|
|
|
|
0.8
|
|
Average length of stay (days)
|
|
|
4.3
|
|
|
|
4.2
|
|
|
|
(0.01
|
)
|
|
|
(2.3
|
)
|
Inpatient surgeries
|
|
|
41,643
|
|
|
|
43,762
|
|
|
|
2,119
|
|
|
|
5.1
|
|
Outpatient surgeries
|
|
|
104,649
|
|
|
|
110,872
|
|
|
|
6,223
|
|
|
|
5.9
|
|
Emergency room visits
|
|
|
619,105
|
|
|
|
671,235
|
|
|
|
52,130
|
|
|
|
8.4
|
|
Outpatient factor
|
|
|
1.95
|
|
|
|
1.97
|
|
|
|
0.02
|
|
|
|
1.0
|
|
The following table shows the sources of our revenues by payor
for the nine months ended September 30, 2006 and 2007,
expressed as percentages of total revenues, including
adjustments to estimated reimbursement amounts:
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
|
2006
|
|
|
2007
|
|
|
Medicare
|
|
|
34.8
|
%
|
|
|
33.0
|
%
|
Medicaid
|
|
|
9.9
|
|
|
|
9.5
|
|
HMOs, PPOs and other private insurers
|
|
|
38.3
|
|
|
|
41.7
|
|
Self-Pay
|
|
|
13.0
|
|
|
|
12.5
|
|
Other
|
|
|
4.0
|
|
|
|
3.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
40
Expenses
Salaries
and Benefits
The following table summarizes our salaries and benefits expense
for the nine months ended September 30, 2006 and 2007
(dollars in millions, except for salaries and benefits per
equivalent admission):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
Increase
|
|
|
% Increase
|
|
|
|
2006
|
|
|
Revenues
|
|
|
2007
|
|
|
Revenues
|
|
|
(Decrease)
|
|
|
(Decrease)
|
|
|
Salaries and benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and wages
|
|
$
|
536.2
|
|
|
|
30.3
|
%
|
|
$
|
594.8
|
|
|
|
30.2
|
%
|
|
$
|
58.6
|
|
|
|
10.9
|
%
|
Stock-based compensation
|
|
|
9.4
|
|
|
|
0.5
|
|
|
|
12.5
|
|
|
|
0.6
|
|
|
|
3.1
|
|
|
|
32.2
|
|
Employee benefits
|
|
|
109.1
|
|
|
|
6.2
|
|
|
|
116.5
|
|
|
|
5.9
|
|
|
|
7.4
|
|
|
|
6.8
|
|
Contract labor
|
|
|
34.4
|
|
|
|
1.9
|
|
|
|
38.5
|
|
|
|
2.0
|
|
|
|
4.1
|
|
|
|
11.9
|
|
ESOP expense
|
|
|
10.7
|
|
|
|
0.6
|
|
|
|
11.8
|
|
|
|
0.6
|
|
|
|
1.1
|
|
|
|
10.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
699.8
|
|
|
|
39.5
|
%
|
|
$
|
774.1
|
|
|
|
39.3
|
%
|
|
$
|
74.3
|
|
|
|
10.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Man-hours
per equivalent admission
|
|
|
90.2
|
|
|
|
N/A
|
|
|
|
89.1
|
|
|
|
N/A
|
|
|
|
(1.1
|
)
|
|
|
N/A
|
|
Salaries and benefits per equivalent admission
|
|
$
|
2,444
|
|
|
|
N/A
|
|
|
$
|
2,519
|
|
|
|
N/A
|
|
|
$
|
75
|
|
|
|
3.1
|
|
Corporate office salaries and benefits
|
|
$
|
33.9
|
|
|
|
1.9
|
%
|
|
$
|
33.5
|
|
|
|
1.7
|
%
|
|
$
|
(0.4
|
)
|
|
|
(1.2
|
)
|
Our salaries and benefits increased for the nine months ended
September 30, 2007 compared to the nine months ended
September 30, 2006, partially as a result of the third
quarter 2006 acquisition of two facilities from HCA. Salaries
and benefits as a percentage of revenues decreased slightly as a
result of effective management of our salary costs and lower
man-hours
per equivalent admission.
We experienced lower corporate salaries and benefits during the
nine months ended September 30, 2007 compared to the nine
months ended September 30, 2006 primarily as a result of
the June 2006 retirement of our former Chief Executive Officer,
Kenneth C. Donahey. As a result of his retirement, we incurred
an additional net compensation expense of approximately
$2.0 million ($1.2 million, net of income taxes) during the
nine months ended September 30, 2006. Additionally, as a
result of the April 2007 resignation of our former Chief
Financial Officer, we incurred a net decrease in compensation
expense of $0.7 million ($0.4 million, net of income
taxes) during the nine months ended September 30, 2007.
Our ESOP expense has two components, common stock and cash.
Shares of our common stock are allocated ratably to employee
accounts, based on employee salaries and wages at a rate of
23,306 shares per month. The ESOP expense amount for the
common stock component is determined using the average market
price of our common stock released to participants in the ESOP.
The cash component is discretionary and is impacted by the
amount of forfeitures in the ESOP. We made $3.9 million and
$4.6 million of discretionary cash contributions to the
ESOP during the nine months ended September 30, 2006 and
2007, respectively.
We experienced an increase in our stock-based compensation
expense during the nine months ended September 30, 2007
compared to the same period last year, as a result of an
increase in the number of outstanding unvested stock options and
nonvested stock.
41
Supplies
The following table summarizes our supplies expense for
continuing operations for the nine months ended
September 30, 2006 and 2007 (dollars in millions, except
for supplies per equivalent admission):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
Increase
|
|
|
% Increase
|
|
|
|
2006
|
|
|
2007
|
|
|
(Decrease)
|
|
|
(Decrease)
|
|
|
Supplies
|
|
$
|
246.7
|
|
|
$
|
270.9
|
|
|
$
|
24.2
|
|
|
|
9.8
|
%
|
Supplies as a percentage of revenues
|
|
|
14.0
|
%
|
|
|
13.7
|
%
|
|
|
(30
|
) bps
|
|
|
N/M
|
|
Supplies per equivalent admission
|
|
$
|
909
|
|
|
$
|
926
|
|
|
$
|
17
|
|
|
|
2.0
|
%
|
Our supplies expense increased for the nine months ended
September 30, 2007 compared to the nine months ended
September 30, 2006, partially as a result of the third
quarter 2006 acquisition of two hospitals from HCA. Supplies as
a percentage of revenues decreased slightly as a result of
continuing efforts to effectively manage our supply costs and
increased synergies based on our participation in a group
purchasing organization. Supplies per equivalent admission
increased as a result of rising supply costs, particularly those
related to cardiology, orthopaedic implants and other
surgical-related supplies.
Other
Operating Expenses
The following table summarizes our other operating expenses for
the nine months ended September 30, 2006 and 2007 (dollars
in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
Increase
|
|
|
% Increase
|
|
|
|
2006
|
|
|
Revenues
|
|
|
2007
|
|
|
Revenues
|
|
|
(Decrease)
|
|
|
(Decrease)
|
|
|
Other operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional fees
|
|
$
|
30.6
|
|
|
|
1.7
|
%
|
|
$
|
46.4
|
|
|
|
2.4
|
%
|
|
$
|
15.8
|
|
|
|
51.6
|
%
|
Utilities
|
|
|
34.4
|
|
|
|
1.9
|
|
|
|
36.4
|
|
|
|
1.8
|
|
|
|
2.0
|
|
|
|
5.8
|
|
Repairs and maintenance
|
|
|
36.2
|
|
|
|
2.0
|
|
|
|
41.0
|
|
|
|
2.1
|
|
|
|
4.8
|
|
|
|
13.4
|
|
Rents and leases
|
|
|
17.3
|
|
|
|
1.0
|
|
|
|
20.2
|
|
|
|
1.0
|
|
|
|
2.9
|
|
|
|
16.4
|
|
Insurance
|
|
|
21.7
|
|
|
|
1.3
|
|
|
|
26.2
|
|
|
|
1.3
|
|
|
|
4.5
|
|
|
|
21.1
|
|
Physician recruiting
|
|
|
12.7
|
|
|
|
0.7
|
|
|
|
10.4
|
|
|
|
0.5
|
|
|
|
(2.3
|
)
|
|
|
(18.0
|
)
|
Contract services
|
|
|
86.9
|
|
|
|
4.9
|
|
|
|
103.4
|
|
|
|
5.2
|
|
|
|
16.5
|
|
|
|
19.0
|
|
Non-income taxes
|
|
|
24.7
|
|
|
|
1.4
|
|
|
|
28.4
|
|
|
|
1.4
|
|
|
|
3.7
|
|
|
|
14.9
|
|
Other
|
|
|
36.2
|
|
|
|
2.0
|
|
|
|
44.7
|
|
|
|
2.3
|
|
|
|
8.5
|
|
|
|
23.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
300.7
|
|
|
|
16.9
|
%
|
|
$
|
357.1
|
|
|
|
18.0
|
%
|
|
$
|
56.4
|
|
|
|
18.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate office other operating expenses
|
|
$
|
20.7
|
|
|
|
1.2
|
%
|
|
$
|
24.1
|
|
|
|
1.2
|
%
|
|
$
|
3.4
|
|
|
|
16.4
|
%
|
Our other operating expenses are generally not volume driven.
The increase in other operating expenses for the nine months
ended September 30, 2007 compared to the nine months ended
September 30, 2006, was partially a result of the third
quarter 2006 acquisition of two facilities from HCA.
Additionally, we experienced increases in contract services,
professional fees, other expenses, repairs and maintenance and
insurance.
Contract services increased due to increased collection agency
fees and fees related to our conversion of the clinical and
patient accounting information system applications at certain
hospitals. The increase in professional fees was primarily the
result of increased fees paid for anesthesiology and emergency
room physician coverage. To attract and retain qualified
anesthesiologists, emergency department specialists and other
critical hospital-based physicians, hospitals in small
communities are increasingly required to guarantee that these
physicians will meet or exceed negotiated minimum income levels.
Our expense for professional fees paid to hospital-based
physicians has increased as the shortage of these physicians
becomes more acute. In addition, an increasing number of
physicians are demanding that our hospitals retain hospitalists
and also
42
be paid for call coverage in excess of what they are obligated
to provide in order to maintain active staff status at our
hospitals.
Other expenses increased as a result of increased legal and
accounting fees, uninsured litigation costs and employee
recruitment. Professional and general liability insurance
expense increased during the nine months ended
September 30, 2007 compared to the same period last year,
primarily as a result of an increase on our reserves for
self-insured litigation expense as a result of the settlement of
several claims at amounts higher than those anticipated and the
actuarial implications of such settlements.
Provision
for Doubtful Accounts
The following table summarizes our provision for doubtful
accounts for the nine months ended September 30, 2006 and
2007 (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
Increase
|
|
|
% Increase
|
|
|
|
2006
|
|
|
2007
|
|
|
(Decrease)
|
|
|
(Decrease)
|
|
|
Provision for doubtful accounts
|
|
$
|
190.5
|
|
|
$
|
233.1
|
|
|
$
|
42.6
|
|
|
|
22.4
|
%
|
Percentage of revenues
|
|
|
10.8
|
%
|
|
|
11.8
|
%
|
|
|
100 bps
|
|
|
|
N/M
|
|
Charity care write-offs
|
|
$
|
27.6
|
|
|
$
|
40.1
|
|
|
$
|
12.5
|
|
|
|
45.2
|
%
|
The provision for doubtful accounts relates principally to
self-pay amounts due from patients. The increase in the
provision for doubtful accounts and charity care write-offs for
the nine months ended September 30, 2007 compared to the
nine months ended September 30, 2006 was partially a result
of the third quarter 2006 acquisition of two hospitals from HCA.
As a percentage of revenues, the provision for doubtful accounts
increased for the nine months ended September 30, 2007
compared with the nine months ended September 30, 2006,
primarily as a result of an increase in self-pay revenues and
the favorable impact during the nine months ended
September 30, 2006 of the receipt of Hurricane Katrina
relief funds which reduced the provision for doubtful accounts
for the period. The provision and allowance for doubtful
accounts are critical accounting estimates and are further
discussed in Part II, Item 7. Managements
Discussion and Analysis of Financial Condition and Results of
Operations, Critical Accounting Estimates, in
our Annual Report on
Form 10-K
for the year ended December 31, 2006.
Depreciation
and Amortization
The following table sets forth our depreciation and amortization
expense for the nine months ended September 30, 2006 and
2007 (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
Increase
|
|
|
% Increase
|
|
|
|
2006
|
|
|
2007
|
|
|
(Decrease)
|
|
|
(Decrease)
|
|
|
Hospital operations
|
|
$
|
86.2
|
|
|
$
|
91.9
|
|
|
$
|
5.7
|
|
|
|
6.6
|
%
|
Purchase price allocation adjustments
|
|
|
(13.5
|
)
|
|
|
3.2
|
|
|
|
16.7
|
|
|
|
N/M
|
|
Corporate office
|
|
|
3.5
|
|
|
|
4.2
|
|
|
|
0.7
|
|
|
|
20.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
76.2
|
|
|
$
|
99.3
|
|
|
$
|
23.1
|
|
|
|
30.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense increased for the nine
months ended September 30, 2007 compared to the nine months
ended September 30, 2006, partially as a result of the
third quarter 2006 acquisition of two hospitals from HCA and
completion of certain planned capital projects at the corporate
office. Additionally, during the nine months ended
September 30, 2006 and 2007, we revised purchase price
allocations for certain 2005 and 2006 acquisitions,
respectively. As a result of the purchase price allocation
changes, we recognized a decrease in depreciation and
amortization expense of $13.5 million for the nine months
ended September 30, 2006 and an increase of
$3.2 million for the nine months ended September 30,
2007.
43
Interest
Expense
The following table summarizes our interest expense for the nine
months ended September 30, 2006 and 2007 (dollars in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
Increase
|
|
|
|
2006
|
|
|
2007
|
|
|
(Decrease)
|
|
|
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Secured Credit Facilities, including commitment fees
|
|
$
|
70.1
|
|
|
$
|
61.7
|
|
|
$
|
(8.4
|
)
|
Province
71/2% senior
subordinated notes
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
|
|
31/4%
convertible senior subordinated debentures
|
|
|
5.5
|
|
|
|
5.5
|
|
|
|
|
|
31/2%
convertible senior subordinated notes
|
|
|
|
|
|
|
6.9
|
|
|
|
6.9
|
|
Other
|
|
|
0.7
|
|
|
|
0.4
|
|
|
|
(0.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76.6
|
|
|
|
74.8
|
|
|
|
(1.8
|
)
|
Amortization of deferred loan costs
|
|
|
3.9
|
|
|
|
4.9
|
|
|
|
1.0
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations interest expense allocation
|
|
|
(3.1
|
)
|
|
|
(2.5
|
)
|
|
|
0.6
|
|
Interest income
|
|
|
(1.5
|
)
|
|
|
(1.9
|
)
|
|
|
(0.4
|
)
|
Capitalized interest
|
|
|
(0.8
|
)
|
|
|
(1.6
|
)
|
|
|
(0.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
75.1
|
|
|
$
|
73.7
|
|
|
$
|
(1.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The decrease in interest expense during the nine months ended
September 30, 2007 compared to the nine months ended
September 30, 2006 was primarily a result of decreases in
our outstanding debt balances and lower interest rates under the
31/2% Convertible
Senior Subordinated Notes due May 15, 2014 compared to the
Credit Agreement. In May 2007, we issued a total of
$575.0 million of our
31/2% Convertible
Senior Subordinated Notes due May 15, 2014. The net
proceeds of approximately $561.7 million were used to repay
a portion of the outstanding borrowings under our Credit
Agreement. Our weighted-average monthly interest-bearing debt
balance increased from $1,595.4 million during the nine
months ended September 30, 2006 to $1,598.7 million
during the same period in 2007. For a further discussion, see
Liquidity and Capital Resources Debt.
Provision
for Income Taxes
The following table summarizes our provision for income taxes
for the nine months ended September 30, 2006 and 2007
(dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months
|
|
|
|
|
Ended
|
|
|
|
|
September 30,
|
|
Increase
|
|
|
2006
|
|
2007
|
|
(Decrease)
|
|
Provision for income taxes
|
|
$
|
71.6
|
|
|
$
|
67.0
|
|
|
$
|
(4.6
|
)
|
Effective income tax rate
|
|
|
40.2
|
%
|
|
|
41.4
|
%
|
|
|
120 bps
|
|
The decrease in our provision for income taxes was primarily a
result of lower income from continuing operations during the
nine months ended September 30, 2007 compared to the nine
months ended September 30, 2006. The decrease in income
from continuing operations and a decrease in the estimate for
income from continuing operations for the year ended
December 31, 2007 resulted in a higher effective tax rate
for the nine months ended September 30, 2007 compared to
the nine months ended September 30, 2006.
44
Liquidity
and Capital Resources
Liquidity
Our primary sources of liquidity are cash flows provided by our
operations and our borrowings. We believe that our internally
generated cash flows and amounts available under our debt
agreements will be adequate to service existing debt, finance
internal growth, fund capital expenditures and fund certain
small to mid-size acquisitions.
The following table presents our summarized cash flow
information for the three and nine months ended
September 30, 2006 and 2007 and reconciles the non-GAAP
metric of free operating cash flow to the net change in cash and
cash equivalents, as stated in our accompanying condensed
consolidated statements of cash flows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
Net cash flows provided by continuing operating activities
|
|
$
|
61.2
|
|
|
$
|
23.3
|
|
|
$
|
175.5
|
|
|
$
|
158.6
|
|
Less: Purchase of property and equipment
|
|
|
(39.5
|
)
|
|
|
(38.5
|
)
|
|
|
(134.5
|
)
|
|
|
(111.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Free operating cash flow (deficit)
|
|
|
21.7
|
|
|
|
(15.2
|
)
|
|
|
41.0
|
|
|
|
47.5
|
|
Acquisitions
|
|
|
(20.4
|
)
|
|
|
|
|
|
|
(281.0
|
)
|
|
|
|
|
Proceeds from sale of hospitals
|
|
|
1.0
|
|
|
|
34.7
|
|
|
|
28.6
|
|
|
|
107.5
|
|
Payment of debt issue costs
|
|
|
(0.6
|
)
|
|
|
(0.9
|
)
|
|
|
(1.0
|
)
|
|
|
(14.2
|
)
|
Proceeds from borrowings
|
|
|
|
|
|
|
|
|
|
|
260.0
|
|
|
|
615.0
|
|
Payments on borrowings
|
|
|
|
|
|
|
(8.4
|
)
|
|
|
(20.0
|
)
|
|
|
(765.9
|
)
|
Proceeds from exercise of stock options
|
|
|
|
|
|
|
0.4
|
|
|
|
0.3
|
|
|
|
12.5
|
|
Proceeds received for completion of new hospital
|
|
|
|
|
|
|
14.7
|
|
|
|
|
|
|
|
14.7
|
|
Other
|
|
|
1.0
|
|
|
|
0.4
|
|
|
|
1.5
|
|
|
|
2.2
|
|
Cash flows from operations (used in) provided by discontinued
operations
|
|
|
(11.8
|
)
|
|
|
9.4
|
|
|
|
(12.6
|
)
|
|
|
17.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents
|
|
$
|
(9.1
|
)
|
|
$
|
35.1
|
|
|
$
|
16.8
|
|
|
$
|
36.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our computation of the non-GAAP metric of free operating cash
flow (deficit) consists of net cash flows provided by continuing
operations less cash flows used for purchases of property and
equipment. Our cash flows from operations were impacted
negatively for the three and nine months ended
September 30, 2007 by timing related to interest payments
under our Credit Agreement and income tax payments. Cash paid
for interest for the three and nine months ended
September 30, 2007 was $41.9 million and
$72.1 million, respectively, compared to cash paid for
interest for the three and nine months ended September 30,
2006 of $19.0 million and $64.0 million, respectively.
Additionally, cash paid for income taxes for the three and nine
months ended September 30, 2007 was $39.8 million and
$80.3 million, respectively, compared to cash paid for
income taxes for the three and nine months ended
September 30, 2006 of $7.1 million and
$63.3 million, respectively.
The non-GAAP metric of free operating cash flow is an important
liquidity measure for us. We believe that free operating cash
flow is useful to investors and management as a measure of the
ability of our business to generate cash and repay debt.
Computations of free operating cash flow may differ from company
to company. Therefore, our free operating cash flow should be
used only as a complement to, and in conjunction with, our
accompanying condensed consolidated statements of cash flows
presented in our condensed consolidated financial statements
included elsewhere in this report.
45
Working
Capital
Net working capital is summarized as follows (dollars in
millions):
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
September 30,
|
|
|
|
2006
|
|
|
2007
|
|
|
Total current assets
|
|
$
|
648.4
|
|
|
$
|
616.0
|
|
Total current liabilities
|
|
|
304.3
|
|
|
|
260.4
|
|
|
|
|
|
|
|
|
|
|
Net working capital
|
|
$
|
344.1
|
|
|
$
|
355.6
|
|
|
|
|
|
|
|
|
|
|
Current ratio
|
|
|
2.13
|
|
|
|
2.37
|
|
|
|
|
|
|
|
|
|
|
Capital
Expenditures
Our management believes that capital expenditures in key areas
at our hospitals should increase our local market share and help
persuade patients to obtain healthcare services within their
communities.
The following table reflects our capital expenditures for the
three and nine months ended September 30, 2006 and 2007 (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Nine Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
Capital projects
|
|
$
|
22.8
|
|
|
$
|
28.0
|
|
|
$
|
79.1
|
|
|
$
|
79.6
|
|
Routine
|
|
|
12.0
|
|
|
|
9.2
|
|
|
|
39.1
|
|
|
|
27.3
|
|
Information systems
|
|
|
4.7
|
|
|
|
1.3
|
|
|
|
16.3
|
|
|
|
4.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
39.5
|
|
|
$
|
38.5
|
|
|
$
|
134.5
|
|
|
$
|
111.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense
|
|
$
|
29.2
|
|
|
$
|
31.9
|
|
|
$
|
75.1
|
|
|
$
|
97.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of capital expenditures to depreciation expense
|
|
|
135.3
|
%
|
|
|
120.7
|
%
|
|
|
179.1
|
%
|
|
|
114.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We have a formal and intensive review procedure for the
authorization of capital expenditures. The most important
financial measure of acceptability for a discretionary capital
project is whether its projected discounted cash flow return on
investment exceeds our cost of capital. We will continue to
invest in modern technologies, emergency rooms and operating
rooms expansions, the construction of medical office buildings
for physician expansion and reconfiguring the flow of patient
care. We are reconfiguring some of our hospitals to more
effectively accommodate patient services and restructuring
existing surgical capacity in some of our hospitals to permit
additional patient volume and a greater variety of services.
46
Debt
An analysis and roll-forward of our long-term debt is as follows
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
Proceeds from
|
|
|
Payments of
|
|
|
September 30,
|
|
|
|
2006
|
|
|
Borrowings
|
|
|
Borrowings
|
|
|
2007
|
|
|
Senior Credit Facility:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term B Loans
|
|
$
|
1,321.9
|
|
|
$
|
|
|
|
$
|
(615.9
|
)
|
|
$
|
706.0
|
|
Revolving Loans
|
|
|
110.0
|
|
|
|
40.0
|
|
|
|
(150.0
|
)
|
|
|
|
|
Provinces
71/2% Senior
Subordinated Notes
|
|
|
6.1
|
|
|
|
|
|
|
|
|
|
|
|
6.1
|
|
Provinces
41/4% Convertible
Subordinated Notes
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
0.1
|
|
31/2% Convertible
Senior Subordinated Notes
|
|
|
|
|
|
|
575.0
|
|
|
|
|
|
|
|
575.0
|
|
31/4% Convertible
Senior Subordinated Debentures
|
|
|
225.0
|
|
|
|
|
|
|
|
|
|
|
|
225.0
|
|
Other, including capital leases
|
|
|
5.8
|
|
|
|
|
|
|
|
(0.5
|
)
|
|
|
5.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,668.9
|
|
|
$
|
615.0
|
|
|
$
|
(766.4
|
)
|
|
$
|
1,517.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We use leverage, or our debt-to-total capitalization ratio, to
make financing decisions. The following table illustrates our
financial statement leverage and the classification of our debt
(dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
September 30,
|
|
|
Increase
|
|
|
|
2006
|
|
|
2007
|
|
|
(Decrease)
|
|
|
Current portion of long-term debt
|
|
$
|
0.5
|
|
|
$
|
0.5
|
|
|
$
|
|
|
Long-term debt
|
|
|
1,668.4
|
|
|
|
1,517.0
|
|
|
|
(151.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt
|
|
|
1,668.9
|
|
|
|
1,517.5
|
|
|
|
(151.4
|
)
|
Total stockholders equity
|
|
|
1,450.0
|
|
|
|
1,554.4
|
|
|
|
104.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capitalization
|
|
$
|
3,118.9
|
|
|
$
|
3,071.9
|
|
|
$
|
(47.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt-to-total capitalization
|
|
|
53.5
|
%
|
|
|
49.4
|
%
|
|
|
(410
|
) bps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate debt
|
|
|
14.2
|
%
|
|
|
53.5
|
%
|
|
|
|
|
Variable rate debt(*)
|
|
|
85.8
|
|
|
|
46.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of:
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior debt
|
|
|
86.1
|
%
|
|
|
46.9
|
%
|
|
|
|
|
Subordinated debt
|
|
|
13.9
|
|
|
|
53.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*) |
|
Effective November 30, 2006, we entered into an interest
swap agreement to mitigate our floating rate risk on a portion
of our outstanding variable rate borrowings, which has the
effect of converting a portion of our variable rate debt to an
annual fixed rate of 5.585%. The above calculation does not
consider the effect of our interest rate swap. Our interest rate
swap has the effect of decreasing our variable rate debt as a
percentage of our outstanding debt from 85.8% to 31.9% as of
December 31, 2006 and from 46.5% to nil as of
September 30, 2007. Please refer to the Capital
Resources Interest Rate Swap section below for
a discussion of our interest rate swap agreement. |
47
Capital
Resources
31/2% Convertible
Senior Subordinated Notes due May 15, 2014
On May 29, 2007, we issued $500.0 million of our
31/2% Convertible
Senior Subordinated Notes due May 15, 2014, and on
May 31, 2007, we issued another $75.0 million pursuant
to the underwriters exercise of their over-allotment
option. The net proceeds of approximately $561.7 million
were used to repay a portion of our outstanding borrowings under
the Credit Agreement. The
31/2% Convertible
Senior Subordinated Notes bear interest at the rate of
31/2%
per year, payable semi-annually on May 15 and November 15,
commencing November 15, 2007.
The
31/2% Convertible
Senior Subordinated Notes are convertible prior to
March 15, 2014 under the following circumstances:
(1) if the price of our common stock reaches a specified
threshold during specified periods; (2) if the trading
price of the
31/2% Convertible
Senior Subordinated Notes is below a specified threshold; or
(3) upon the occurrence of specified corporate transactions
or other events. On or after March 15, 2014, holders may
convert their
31/2% Convertible
Senior Subordinated Notes at any time prior to the close of
business on the scheduled trading day immediately preceding
May 15, 2014, regardless of whether any of the foregoing
circumstances has occurred.
Subject to certain exceptions, we will deliver cash and shares
of our common stock upon conversion of each $1,000 principal
amount of our
31/2% Convertible
Senior Subordinated Notes as follows: (i) an amount in cash
(the principal return) equal to the sum of, for each
of the 20 volume-weighted average price trading days during the
conversion period, the lesser of the daily conversion value for
such volume-weighted average price trading day and $50; and
(ii) a number of shares in an amount equal to the sum of,
for each of the 20 volume-weighted average price trading days
during the conversion period, any excess of the daily conversion
value above $50. Our ability to pay the principal return in cash
is subject to important limitations imposed by our Credit
Agreement and other credit facilities or indebtedness we may
incur in the future. If we do not make any payments we are
obligated to make under the terms of the
31/2% Convertible
Senior Subordinated Notes, holders may declare an event of
default.
The initial conversion rate is 19.3095 shares of our common
stock per $1,000 principal amount of the
31/2% Convertible
Senior Subordinated Notes (subject to certain events). This
represents an initial conversion price of approximately $51.79
per share of our common stock. In addition, if certain corporate
transactions that constitute a change of control occur prior to
maturity, we will increase the conversion rate in certain
circumstances.
Upon the occurrence of a fundamental change (as specified in the
indenture), each holder of the
31/2% Convertible
Senior Subordinated Notes may require us to purchase some or all
of the
31/2% Convertible
Senior Subordinated Notes at a purchase price in cash equal to
100% of the principal amount of the
31/2% Convertible
Senior Subordinated Notes surrendered, plus any accrued and
unpaid interest.
The indenture for the
31/2% Convertible
Senior Subordinated Notes does not contain any financial
covenants or any restrictions on the payment of dividends, the
incurrence of senior or secured debt or other indebtedness, or
the issuance or repurchase of securities by us. The indenture
contains no covenants or other provisions to protect holders of
the
31/2% Convertible
Senior Subordinated Notes in the event of a highly leveraged
transaction or other events that do not constitute a fundamental
change.
Senior
Secured Credit Facilities
On April 15, 2005, in connection with the Province business
combination, we entered into a Credit Agreement, as amended and
restated, supplemented or otherwise modified from time to time
(the Credit Agreement) with Citicorp North America,
Inc. (CITI), as administrative agent and the lenders
party thereto, Bank of America, N.A., CIBC World Markets Corp.,
SunTrust Bank and UBS Securities LLC, as co-syndication agents
and Citigroup Global Markets Inc., as sole lead arranger and
sole book runner. The Credit Agreement provides for secured term
A loans up to $250.0 million (the Term A
Loans), term B loans up to $1,450.0 million (the
Term B Loans) and revolving loans of up to
$350.0 million (the Revolving Loans), all
maturing on April 15, 2012. In addition, the Credit
Agreement, as amended as of May 11, 2007, provides
48
that we may request additional tranches of Term B Loans up to
$400.0 million and additional tranches of Revolving Loans
up to $100.0 million. The Credit Agreement is guaranteed on
a senior secured basis by our subsidiaries with certain limited
exceptions. The Term B Loans are subject to additional mandatory
prepayments with a certain percentage of excess cash flow as
specifically defined in the Credit Agreement. As amended, the
Credit Agreement provides for letters of credit up to
$75.0 million.
Borrowings
and Payments
During the nine months ended September 30, 2007, we repaid
a portion of our outstanding Term B Loans and all of our
outstanding Revolving Loans, primarily with the proceeds from
the issuance of $575.0 million in
31/2% Convertible
Senior Subordinated Notes due May 15, 2014 and from the
proceeds from the sales of St. Josephs and Coastal,
as discussed in Note 3 to our condensed consolidated
financial statements included elsewhere in this report. The
remaining balances of the Term B Loans are scheduled to be
repaid in 2011 and 2012 in four equal installments totaling in
the aggregate $706.0 million.
Letters
of Credit and Availability
As of September 30, 2007, we had $32.0 million in
letters of credit outstanding under the Revolving Loans that
were related to the self-insured retention level of our general
and professional liability insurance and workers
compensation programs as security for payment of claims. Under
the terms of the Credit Agreement, Revolving Loans available for
borrowing were $450.0 million as of September 30,
2007, including the $100.0 million available under the
additional tranche. Under the terms of the Credit Agreement,
Term A Loans and Term B Loans available for borrowing were
$250.0 million and $400.0 million, respectively, as of
September 30, 2007, all of which is available under the
additional tranches.
Interest
Rates
Interest on the outstanding balances of the Term B Loans is
payable, at our option, at CITIs base rate (the alternate
base rate or ABR) plus a margin of 0.625%
and/or at an
adjusted London Interbank Offered Rate (Adjusted
LIBOR) plus a margin of 1.625%. Interest on the Revolving
Loans is payable at ABR plus a margin for ABR Revolving Loans or
Adjusted LIBOR plus a margin for eurodollar Revolving Loans. The
margin on ABR Revolving Loans ranges from 0.25% to 1.25% based
on the total leverage ratio being less than 2.00:1.00 to greater
than 4.50:1.00. The margin on the eurodollar Revolving Loans
ranges from 1.25% to 2.25% based on the total leverage ratio
being less than 2.00:1.00 to greater than 4.50:1.00.
As of September 30, 2007, the applicable annual interest
rates under the Term B Loans and Revolving Loans were 7.165% and
7.29%, respectively, which were based on the
90-day
Adjusted LIBOR plus the applicable margin. The
90-day
Adjusted LIBOR was 5.540% at September 30, 2007. The
weighted-average applicable annual interest rate for the three
and nine month period ended September 30, 2007 under the
Term B Loans was 7.07% and 7.06%, respectively.
Covenants
The Credit Agreement requires us to satisfy certain financial
covenants, including a minimum interest coverage ratio and a
maximum total leverage ratio, as set forth in the Credit
Agreement. The minimum interest coverage ratio can be no less
than 3.50:1.00 for all periods ending after December 31,
2005. These calculations are based on the trailing four
quarters. The maximum total leverage ratios cannot exceed
4.50:1.00 for the periods ending on March 31, 2007 through
December 31, 2007; 4.25:1.00 for the periods ending on
March 31, 2008 through December 31, 2008; 4.00:1.00
for the periods ending on March 31, 2009 through
December 31, 2009; and 3.75:1.00 for the periods ending
thereafter. In addition, on an annualized basis, we are also
limited with respect to amounts we may spend on capital
expenditures. Such amounts cannot exceed 10% of revenues for the
year ending December 31, 2007.
49
The financial covenant requirements and ratios are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Level at
|
|
|
|
|
September 30,
|
|
|
Requirement
|
|
2007
|
|
Minimum Interest Coverage Ratio
|
|
|
³3.50:1.00
|
|
|
|
4.70
|
|
Maximum Total Leverage Coverage Ratio
|
|
|
£4.50:1.00
|
|
|
|
3.14
|
|
In addition, the Credit Agreement contains customary affirmative
and negative covenants, which among other things, limit our
ability to incur additional debt, create liens, pay dividends,
effect transactions with our affiliates, sell assets, pay
subordinated debt, merge, consolidate, enter into acquisitions
and effect sale leaseback transactions.
Our Credit Agreement does not contain provisions that would
accelerate the maturity date of the loans under the Credit
Agreement upon a downgrade in our credit rating. However, a
downgrade in our credit rating could adversely affect our
ability to obtain other capital sources in the future and could
increase our costs of borrowings.
31/4% Convertible
Senior Subordinated Debentures due August 15,
2025
On August 10, 2005, we sold $225.0 million of our
31/4% Convertible
Senior Subordinated Debentures due 2025
(31/4% Debentures).
The net proceeds were approximately $218.4 million and were
used to repay indebtedness and for working capital and general
corporate purposes. The
31/4% Debentures
bear interest at the rate of
31/4%
per year, payable semi-annually on February 15 and
August 15.
The
31/4% Debentures
are convertible (subject to certain limitations imposed by the
Credit Agreement) under the following circumstances: (1) if
the price of our common stock reaches a specified threshold
during the specified periods; (2) if the trading price of
the
31/4% Debentures
is below a specified threshold; (3) if the
31/4% Debentures
have been called for redemption; or (4) if specified
corporate transactions or other specified events occur. Subject
to certain exceptions, we will deliver cash and shares of our
common stock, as follows: (i) an amount in cash (the
principal return) equal to the lesser of
(a) the principal amount of the
31/4% Debentures
surrendered for conversion and (b) the product of the
conversion rate and the average price of our common stock, as
set forth in the indenture governing the securities (the
conversion value); and (ii) if the conversion value
is greater than the principal return, an amount in shares of our
common stock. Our ability to pay the principal return in cash is
subject to important limitations imposed by the Credit Agreement
and other indebtedness we may incur in the future. Based on the
terms of the Credit Agreement, in certain circumstances, even if
any of the foregoing conditions to conversion have occurred, the
31/4% Debentures
will not be convertible, and holders of the
31/4% Debentures
will not be able to declare an event of default under the
31/4% Debentures.
The conversion rate for the
31/4% Debentures
is initially 16.3345 shares of our common stock per $1,000
principal amount of
31/4% Debentures
(subject to adjustment in certain events). This is equivalent to
a conversion price of $61.22 per share of common stock. In
addition, if certain corporate transactions that constitute a
change of control occur on or prior to February 20, 2013,
we will increase the conversion rate in certain circumstances,
unless such transaction constitutes a public acquirer change of
control and we elect to modify the conversion rate into public
acquirer common stock.
On or after February 20, 2013, we may redeem for cash some
or all of the
31/4% Debentures
at any time at a price equal to 100% of the principal amount of
the
31/4% Debentures
to be purchased, plus any accrued and unpaid interest. Holders
may require us to purchase for cash some or all of the
31/4% Debentures
on February 15, 2013, February 15, 2015 and
February 15, 2020 or upon the occurrence of a fundamental
change, at 100% of the principal amount of the
31/4% Debentures
to be purchased, plus any accrued and unpaid interest.
The indenture for the
31/4% Debentures
does not contain any financial covenants or any restrictions on
the payment of dividends, the incurrence of senior or secured
debt or other indebtedness, or the issuance or
50
repurchase of securities by us. The indenture contains no
covenants or other provisions to protect holders of the
31/4% Debentures
in the event of a highly leveraged transaction or fundamental
change.
Province
7
1/2% Senior
Subordinated Notes
The $6.1 million outstanding principal amount of
Provinces
71/2% Senior
Subordinated Notes due 2013 (the
71/2% Notes)
bears interest at the rate of
71/2%
payable semi-annually on June 1 and December 1. We may
redeem all or a portion of the
71/2% Notes
on or after June 1, 2008, at the then current redemption
prices, plus accrued and unpaid interest. The
71/2% Notes
are unsecured and subordinated to our existing and future senior
indebtedness. The supplemental indenture contains no material
covenants or restrictions.
Province
4
1/4% Convertible
Subordinated Notes
In connection with the Province business combination,
approximately $172.4 million of the $172.5 million
outstanding principal amount of Provinces
41/4% Convertible
Subordinated Notes due 2008 was purchased and subsequently
retired. The supplemental indenture contains no material
covenants or restrictions.
Interest
Rate Swap
On June 1, 2006, we entered into an interest rate swap
agreement with Citibank as counterparty. The interest rate swap
agreement, as amended, was effective as of November 30,
2006 and has a maturity date of May 30, 2011. We entered
into the interest rate swap agreement to mitigate the floating
interest rate risk on a portion of our outstanding variable rate
borrowings. The interest rate swap agreement requires us to make
quarterly fixed rate payments to Citibank calculated on a
notional amount as set forth in the schedule below at an annual
fixed rate of 5.585% while Citibank will be obligated to make
quarterly floating payments to us based on the three-month LIBO
rate on the same referenced notional amount. Notwithstanding the
terms of the interest rate swap transaction, we are ultimately
obligated for all amounts due and payable under the Credit
Agreement.
Notional
Schedule
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Date Range
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Notional Amount
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November 30, 2006 to November 30, 2007
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$
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900.0 million
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November 30, 2007 to November 28, 2008
|
|
$
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750.0 million
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|
November 28, 2008 to November 30, 2009
|
|
$
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600.0 million
|
|
November 30, 2009 to November 30, 2010
|
|
$
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450.0 million
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|
November 30, 2010 to May 30, 2011
|
|
$
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300.0 million
|
|
The fair value of the interest rate swap agreement is the amount
at which it could be settled, based on estimates obtained from
Citibank. We have designated the interest rate swap as a cash
flow hedge instrument, which is recorded in our accompanying
balance sheet at its fair value. We assess the effectiveness of
this cash flow hedge instrument on a quarterly basis. We
completed an assessment of the cash flow hedge instrument at
June 30, 2007 and September 30, 2007, and determined
the hedge to be partially ineffective in accordance with
SFAS No. 133. As of June 30, 2007 and
September 30, 2007, the outstanding balance due under the
Credit Agreement was $714.4 million and
$706.0 million, respectively. Because the notional amount
of the interest rate swap in effect as of June 30, 2007 and
September 30, 2007 exceeded our outstanding borrowings
under our variable rate debt Credit Agreement, a portion of the
cash flow hedge instrument was determined to be ineffective. We
recognized an increase in interest expense of a nominal amount
and approximately $0.3 million related to the ineffective
portion of our cash flow hedge during the three and nine months
ended September 30, 2007, respectively.
The interest rate swap agreement exposes us to credit risk in
the event of non-performance by Citibank. However, we do not
anticipate non-performance by Citibank. We do not hold or issue
derivative financial instruments for trading purposes. The fair
value of our interest rate swap at September 30, 2007
reflected a liability of approximately $18.3 million and is
included in professional and general liability claims and other
51
liabilities in our accompanying condensed consolidated balance
sheets. The interest rate swap reflects a liability balance as
of September 30, 2007 because of a decrease in market
interest rates since inception.
Debt
Ratings
Our debt is rated by three credit rating agencies designated as
Nationally Recognized Statistically Rating Organizations by the
SEC:
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Moodys Investors Service, Inc. (Moodys);
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Standard & Poors Rating Services
(S&P); and
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Fitch Ratings.
|
A credit rating reflects an assessment by the rating agency of
the credit risk associated with particular securities we issue,
based on information provided by us and other sources. Credit
ratings are not recommendations to buy, sell or hold securities
and are subject to revision or withdrawal at any time by the
assigning rating agency. Each rating agency may have different
criteria for evaluating company risk and, therefore, ratings
should be evaluated independently for each rating agency. Lower
credit ratings generally result in higher borrowing costs and
reduced access to capital markets. Our recent ratings are
primarily a reflection of the rating agencies concern
regarding our high leverage and activity in acquisitions.
The following chart summarizes changes in our credit ratings
history and the outlooks assigned since our inception in 1999:
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Moodys
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S&P
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Fitch Ratings
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Senior
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Unsecured
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Senior Implied
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Issuer
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Issuer
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Date
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Issuer Rating
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Issuer Rating
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Outlook
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Rating
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Outlook
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Rating
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Outlook
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April 1999
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B+
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Stable
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October 1999
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B1
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Stable
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B+
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Stable
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February 2001
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B1
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Positive
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B+
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Stable
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May 2001
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Ba3
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Stable
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B+
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Stable
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June 2001
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B2
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Ba3
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Stable
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BB
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(−)
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Stable
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June 2002
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B2
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Ba3
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Stable
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BB
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(−)
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Stable
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December 2003
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B2
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Ba3
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Stable
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BB
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Stable
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August 2004
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B2
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Ba3
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Negative
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BB
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Negative
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March 2005
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B2
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Ba3
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Stable
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BB
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Stable
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July 2005
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B2
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Ba3
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Stable
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BB
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Negative
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May 2006
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B2
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Ba3
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Stable
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BB
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Negative
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BB(−
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)
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Stable
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January 2007
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B2
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Ba3
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Stable
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BB
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(−)
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Stable
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BB(−
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)
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Stable
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May 2007
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B2
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Ba2
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Stable
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BB
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(−)
|
|
Stable
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|
|
BB(−
|
)
|
|
|
Stable
|
|
Liquidity
and Capital Resources Outlook
We expect the level of capital expenditures during the period
October 1, 2007 to December 31, 2007, to be in a range
of $40.0 million to $60.0 million. We have large
capital projects in process at a number of our facilities. We
are reconfiguring some of our hospitals to more effectively
accommodate patient services and restructuring existing surgical
capacity in some of our hospitals to permit additional patient
volume and a greater variety of services. At September 30,
2007, we had projects under construction with an estimated cost
to complete and equip of approximately $79.7 million. See
Note 12 to the accompanying condensed consolidated
financial statements included elsewhere in this report for a
discussion of required capital expenditures for certain
facilities. We anticipate funding these expenditures through
cash provided by operating activities, available cash and
borrowings under our borrowing arrangements.
52
Our business strategy contemplates the selective acquisition of
additional hospitals and other healthcare service providers, and
we regularly review these potential acquisitions. These
acquisitions may, however, require additional financing. We
regularly evaluate opportunities to sell additional equity or
debt securities, obtain credit facilities from lenders or
restructure our long-term debt or equity for strategic reasons
or to further strengthen our financial position. The sale of
additional equity or convertible debt securities could result in
additional dilution to our stockholders.
We have never declared or paid cash dividends on our common
stock. We intend to retain future earnings to finance the growth
and development of our business and, accordingly, do not
currently intend to declare or pay any cash dividends on our
common stock. Our Board of Directors will evaluate our future
earnings, results of operations, financial condition and capital
requirements in determining whether to declare or pay cash
dividends. Delaware law prohibits us from paying any dividends
unless we have capital surplus or net profits available for this
purpose. In addition, our credit facilities impose restrictions
on our ability to pay dividends.
We believe that cash flows from operations, amounts available
under our credit facility and our anticipated access to capital
markets are sufficient to fund the purchase prices for any
potential acquisitions, meet expected liquidity needs, including
repayment of our debt obligations, planned capital expenditures
and other expected operating needs over the next three years.
Contractual
Obligations
We have various contractual obligations, which are recorded as
liabilities in our consolidated financial statements. Other
items, such as certain purchase commitments and other executory
contracts, are not recognized as liabilities in our consolidated
financial statements but are required to be disclosed. For
example, we are required to make certain minimum lease payments
for the use of property under certain of our operating lease
agreements. During the nine months ended September 30,
2007, there were no material changes in our contractual
obligations presented in our Annual Report on
Form 10-K
for the year ended December 31, 2006. However, as of
September 30, 2007, we had a $56.0 million long-term
income tax liability as a result of our adoption of FIN 48
effective January 1, 2007. Because of the uncertainty of
the amounts to be ultimately paid in satisfaction of this
liability as well as the timing of such payments, this liability
will not be reflected in the contractual obligations table in
our next Annual Report on
Form 10-K.
Off-Balance
Sheet Arrangements
We had standby letters of credit outstanding of approximately
$32.0 million as of September 30, 2007, all of which
relate to the self-insured retention levels of our professional
and general liability insurance and workers compensation
programs as security for the payment of claims.
Recently
Issued Accounting Pronouncements
Please refer to Note 7 of our accompanying condensed
consolidated financial statements included elsewhere in this
report for a discussion of the impact of recently issued
accounting pronouncements.
Contingencies
Please refer to Note 12 of our accompanying condensed
consolidated financial statements included elsewhere in this
report for a discussion of our material financial contingencies,
including:
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Americans with Disabilities Act claim;
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Legal proceedings and general liability claims;
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Physician commitments;
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Capital expenditure commitments;
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Development agreement with the City of Ennis; and
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Acquisitions.
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53
Forward-Looking
Statements
We make forward-looking statements in this report and in other
reports and proxy statements we file with the SEC. In addition,
our senior management makes forward-looking statements orally to
analysts, investors, the media and others. Broadly speaking,
forward-looking statements include:
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|
|
projections of our revenues, net income, earnings per share,
capital expenditures, cash flows, debt repayments, interest
rates, certain operating statistics and data or other financial
items;
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|
|
descriptions of plans or objectives of our management for future
operations or services, including pending acquisitions and
divestitures;
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|
interpretations of Medicare and Medicaid law and their effects
on our business; and
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|
|
descriptions of assumptions underlying or relating to any of the
foregoing.
|
In this report, for example, we make forward-looking statements
discussing our expectations about:
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|
|
investment in and integration of our recent acquisitions;
|
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liabilities associated with and other effects resulting from our
recent acquisitions;
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future financial performance and condition;
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future liquidity and capital resources;
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future cash flows;
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|
existing and future debt and equity structure;
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our strategic goals;
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|
|
our business strategy and operating philosophy;
|
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|
|
competition with other hospitals companies and other healthcare
service providers;
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our compliance with federal, state and local regulations;
|
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|
our stock compensation arrangements;
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|
executive compensation;
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|
our hedging arrangements;
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supply and information technology costs;
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|
our plans as to the payment of dividends;
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|
|
future acquisitions, dispositions and joint ventures;
|
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|
|
tax-related liabilities;
|
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|
|
industry trends;
|
|
|
|
the efforts of insurers and other payors, healthcare providers
and other to contain healthcare costs;
|
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|
|
reimbursement changes;
|
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|
|
patient volumes and related revenues;
|
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|
|
risk management and insurance;
|
|
|
|
recruiting and retention of clinical personnel;
|
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|
|
future capital expenditures;
|
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|
|
expected changes in certain expenses;
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|
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our contractual obligations;
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54
|
|
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|
|
the completion of projects under construction;
|
|
|
|
changes in our critical accounting estimates;
|
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|
|
claims and legal actions relating to professional liabilities
and other matters;
|
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|
|
non-GAAP measures;
|
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|
|
the impact and applicability of new accounting
standards; and
|
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|
|
physician recruiting and retention.
|
There are a number of factors, many beyond our control, that
could cause results to differ significantly from our
expectations. Part I, Item 1A. Risk Factors of
our Annual Report on
Form 10-K
for the year ended December 31, 2006 contains a summary of
these factors. Any factor described in our Annual Report on
Form 10-K
for the year ended December 31, 2006 could by itself, or
together with one or more factors, adversely affect our
business, results of operations
and/or
financial condition. There may be factors not described in our
Annual Report on
Form 10-K
for the year ended December 31, 2006 that could also cause
results to differ from our expectations.
Forward-looking statements discuss matters that are not
historical facts. Because they discuss future events or
conditions, forward-looking statements often include words such
as can, could, may,
should, believe, will,
would, expect, project,
estimate, anticipate, plan,
intend, target, continue or
similar expressions. Do not unduly rely on forward-looking
statements, which give our expectations about the future and are
not guarantees. Forward-looking statements speak only as of the
date they are made. We do not undertake any obligation to update
our forward-looking statements to reflect events or
circumstances after the date they are made or to reflect the
occurrence of unanticipated events. The following are some of
the factors that could cause our actual results to differ
materially from the expected results described in or underlying
our forward-looking statements:
|
|
|
|
|
effective efforts by government and commercial third-party
payors to reduce healthcare spending, including changes in the
manner in which payments are made to hospitals or insured
persons;
|
|
|
|
an increase in high deductible health insurance
plans, and increased co-pays and deductibles;
|
|
|
|
continuing increases in bad debt or the cost of
providing care to uninsured or under-insured persons who are not
able to pay all or any part of such costs;
|
|
|
|
the rising number of uninsured or under-insured individuals in
the United States;
|
|
|
|
a reduction in funding for state Medicaid programs, the
implementation of cost limits placed on hospitals by Federal
legislation, and a reduction of Medicaid payments resulting from
a successful challenge to one or more state Medicaid programs;
|
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|
|
amounts collected from uninsured accounts receivable and the
adequacy of our reserves for bad debt;
|
|
|
|
lower rates of hospital admissions and adjusted admissions;
|
|
|
|
periodic changes or reductions in Medicare and Medicaid
reimbursement payments including the implementation of MS-DRGs
and proposed changes to the Medicare outpatient prospective
payment system;
|
|
|
|
the increasing relationship of clinical quality to reimbursement
rates;
|
|
|
|
rising operating costs including the increasing cost of hospital
supplies and medical technology;
|
|
|
|
the availability, cost and terms of contractual labor and
healthcare service providers including nurses and certain
physicians such as anesthesiologists, radiologists and emergency
room physicians;
|
|
|
|
the ability to recruit and retain independent and employed
physicians, other healthcare service providers and effective
management personnel;
|
55
|
|
|
|
|
adverse changes in or requirements of state and federal laws,
regulations, policies and procedures applicable to the Company;
|
|
|
|
increased scrutiny from accreditation agencies such as The Joint
Commission;
|
|
|
|
whether capital expenditures and other aspects of our business
plan intended, at least in part, to allow our hospitals to
provide a larger portion of the healthcare services sought by
residents in our markets will be effective;
|
|
|
|
whether we are able to successfully execute strategies to
significantly grow patient volumes and revenues;
|
|
|
|
changes in the Companys operating or expansion strategies
and, if made, our ability to successfully execute such changed
strategies;
|
|
|
|
the highly competitive nature of the healthcare business,
including competition from outpatient facilities, physicians on
the medical staffs of our hospitals, physician offices and
facilities in larger towns and cities;
|
|
|
|
the ability to make acquisitions or divestitures, and to enter
into joint ventures, on favorable terms and conditions, and to
successfully integrate and operate acquired facilities;
|
|
|
|
the increasing pressure to allow physicians to own a portion of
our hospitals, and our ability to effectively manage hospitals
with physician partners;
|
|
|
|
the geographic concentration of LifePoints operations and
changes in general economic conditions in the Companys
markets;
|
|
|
|
the ability to successfully operate and integrate newly-acquired
and de novo facilities;
|
|
|
|
the availability and terms of capital and liquidity to
fund LifePoints business strategies;
|
|
|
|
the Companys substantial indebtedness and changes in
interest rates, our credit ratings, the amount or terms of our
indebtedness and our liquidity;
|
|
|
|
changes in, or interpretations of, generally accepted accounting
principles or practices;
|
|
|
|
volatility in the market value of LifePoints common stock;
|
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|
|
the ability to successfully manage risks, including those that
could result in losses to us because we are significantly
self-insured;
|
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|
|
the availability, cost and terms of insurance coverage;
|
|
|
|
malpractice litigation and costs, and the risks associated with
credentialing decisions and governmental investigations;
|
|
|
|
the potential adverse impact of government investigations and
litigation involving the business practices of healthcare
providers, including whistleblowers investigations;
|
|
|
|
our reliance on information technology systems maintained by HCA
-IT and the cost and other difficulties associated with
converting facilities from one information system to another;
|
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|
|
the ability to successfully negotiate and implement our future
agreements for information technology and systems;
|
|
|
|
the costs of complying with the Americans with Disabilities Act
and related litigation; and
|
|
|
|
those other risks and uncertainties described from time to time
in LifePoints filings with the Securities and Exchange
Commission
|
56
|
|
Item 3.
|
Quantitative
and Qualitative Disclosures About Market Risk.
|
Interest
Rates
The following discussion relates to our exposure to market risk
based on changes in interest rates:
As of September 30, 2007, we had outstanding debt of
$1,517.5 million, 46.5% or $706.0 million of which was
subject to variable rates of interest. As of September 30,
2007, the fair value of our outstanding variable rate debt
approximates its carrying value, and the fair value of our
$575.0 million
31/2% Convertible
Senior Subordinated Notes due May 15, 2014 and
$225.0 million
31/4% Convertible
Senior Subordinated Debentures due August 15, 2025 was
approximately $510.3 million and $192.4 million,
respectively, based on the quoted market prices at
September 30, 2007.
Based on a hypothetical 100 basis point increase in
interest rates, the potential annualized decrease in our future
pre-tax earnings would be approximately $7.1 million as of
September 30, 2007. The estimated change to our interest
expense is determined considering the impact of hypothetical
interest rates on our borrowing cost and debt balances. These
analyses do not consider the effects, if any, of potential
changes in our credit ratings or the overall level of economic
activity. Further, in the event of a change of significant
magnitude, our management would expect to take actions intended
to further mitigate our exposure to such change. We have an
interest rate swap agreement in place to mitigate our floating
interest rate risk on a portion of our outstanding variable rate
borrowings with a decreasing notional amount starting at
$900.0 million. Please refer to Note 11 of our
accompanying condensed consolidated financial statements
included elsewhere in this report for more information regarding
the interest rate swap.
|
|
Item 4.
|
Controls
and Procedures.
|
We carried out an evaluation, under the supervision and with the
participation of management, including our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures
as of the end of the period covered by this report pursuant to
Exchange Act
Rule 13a-15.
Based upon that evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls
and procedures were effective in ensuring that information
required to be disclosed by us (including our consolidated
subsidiaries) in reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported on
a timely basis.
There has been no change in our internal control over financial
reporting during the three months ended September 30, 2007
that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
57
PART II
OTHER INFORMATION
|
|
Item 1.
|
Legal
Proceedings.
|
General. We are, from time to time, subject to
claims and suits arising in the ordinary course of business,
including claims for damages for personal injuries, medical
malpractice, breach of contracts, wrongful restriction of or
interference with physicians staff privileges and
employment related claims. In certain of these actions,
plaintiffs request payment for damages, including punitive
damages that may not be covered by insurance. We are currently
not a party to any pending or threatened proceeding, which, in
managements opinion, would have a material adverse effect
on our business, financial condition or results of operations.
Americans with Disabilities Act Claim. On
January 12, 2001, a class action lawsuit was filed in the
District Court against each of our existing hospitals alleging
non-compliance with the accessibility guidelines of the ADA. On
April 20, 2007, and again on May 2, 2007 the plaintiff
amended the lawsuit to add hospitals we subsequently acquired,
including the former Province facilities, WCCH, DRMC, Clinch
Valley and Raleigh and to dismiss divested facilities. The
lawsuit does not seek any monetary damages, but seeks injunctive
relief requiring facility modification, where necessary, to meet
ADA guidelines, in addition to attorneys fees and costs.
We are currently unable to estimate the costs that could be
associated with modifying these facilities because these costs
are negotiated and determined on a
facility-by-facility
basis and, therefore, have varied and will continue to vary
significantly among facilities. We may be required to make
significant capital expenditures at one or more of our
facilities in order to comply with the ADA, and our business,
financial condition or results of operations could be adversely
affected as a result.
In January 2002, the District Court certified the class action
and issued a scheduling order that requires the parties to
complete discovery and inspection for approximately six
facilities per year. We are vigorously defending the lawsuit,
recognizing our obligation to correct any deficiencies in order
to comply with the ADA. Noncompliance with the requirements of
the ADA could result in the imposition of fines against us by
the federal government or the payment of damages. As of
October 11, 2007, the plaintiffs have conducted inspections
at 32 of our hospitals (including the now divested Smith County
and closed Guyan Valley Hospital). As of September 30,
2007, the District Court has approved settlement agreements
between the parties relating to 13 of our facilities. On
June 21, 2007, the case was reassigned to a new judge. On
July 16, 2007, the parties filed a Notice of Partial
Settlement and Request for Fairness Hearing for five facilities.
On July 19, 2007, the District Court held a status
conference to review the procedural and substantive status of
the case. We are now moving forward in implementing facility
modifications in accordance with the terms of the settlements.
We have completed corrective work on three facilities for a cost
of $1.0 million. We currently anticipate that the costs
associated with the ten other facilities that have court
approved settlement agreements will range from $5.1 million
to $7.0 million.
Except as set forth below, there have been no material changes
in our risk factors from those disclosed in our Annual Report on
Form 10-K
for the year ended December 31, 2006.
On June 1, 2006, we entered into an interest rate swap
agreement with Citibank as counterparty, which, as of
September 30, 2007, carried a notional amount of
$900.0 million. As of September 30, 2007, the
outstanding balance due under our Credit Agreement was
$706.0 million, which was less than the notional amount of
our interest rate swap. Therefore, we had no variable rate debt
exposure as of September 30, 2007. As a result, the risk of
variable rate debt reported in our 2006 Annual Report on
Form 10-K
under the caption We are exposed to interest rate
changes no longer represents a risk to us.
58
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
3
|
.1
|
|
Amended and Restated Certificate of Incorporation of LifePoint
Hospitals, Inc. (incorporated by reference from exhibits to the
Registration Statement on
Form S-8
filed by Historic LifePoint Hospitals, Inc. on April 15,
2005, File
No. 333-124093)
|
|
3
|
.2
|
|
Second Amended and Restated Bylaws of LifePoint Hospitals, Inc.
(incorporated by reference from exhibits to the LifePoint
Hospitals, Inc. Current Report on
Form 8-K
dated October 16, 2006, File
No. 000-51251)
|
|
4
|
.1
|
|
Form of Specimen Stock Certificate (incorporated by reference
from exhibits to the Registration Statement on
Form S-4,
as amended, filed by Historic LifePoint Hospitals, Inc. on
October 25, 2004, File
No. 333-119929)
|
|
4
|
.2
|
|
Form of
31/4% Convertible
Senior Subordinated Debenture due 2025 (incorporated by
reference from exhibits to LifePoint Hospitals Current
Report on
Form 8-K
dated August 10, 2005, File
No. 000-51251)
|
|
4
|
.3
|
|
Form of
31/2% Convertible
Senior Subordinated Notes due 2014 (incorporated by reference
from exhibits to LifePoint Hospitals Current Report on
Form 8-K
dated May 31, 2007, File
No. 000-51251)
|
|
4
|
.4
|
|
Registration Rights Agreement, dated August 10, 2005,
between LifePoint Hospitals, Inc. and Citigroup Global Markets
Inc. as Representatives of the Initial Purchasers (incorporated
by reference from exhibits to LifePoint Hospitals Current
Report on
Form 8-K
dated August 10, 2005, File
No. 000-51251)
|
|
4
|
.5
|
|
Rights Agreement, dated as of April 15, 2005, by and
between LifePoint Hospitals, Inc. and National City Bank, as
Rights Agent (incorporated by reference from exhibits to the
Registration Statement on
Form S-8
filed by Historic LifePoint Hospitals, Inc. on April 15,
2005, File
No. 333-124093)
|
|
4
|
.6
|
|
Subordinated Indenture, dated as of May 27, 2003, between
Province Healthcare Company and U.S. Bank Trust National
Association, as Trustee (incorporated by reference from exhibits
to Province Healthcare Companys Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2003, File
No. 001-31320)
|
|
4
|
.7
|
|
First Supplemental Indenture to Subordinated Indenture, dated as
of May 27, 2003, by and among Province Healthcare Company
and U.S. Bank National Association, as Trustee, relating to
Province Healthcare Companys
71/2% Senior
Subordinated Notes due 2013 (incorporated by reference from
exhibits to Province Healthcare Companys Quarterly Report
on
Form 10-Q
for the quarter ended June 30, 2003, File
No. 001-31320)
|
|
4
|
.8
|
|
Second Supplemental Indenture to Subordinated Indenture, dated
as of April 1, 2005, by and among Province Healthcare
Company and U.S. Bank National Association, as Trustee
(incorporated by reference from exhibits to Province Healthcare
Companys Current Report on
Form 8-K
dated April 5, 2005, File
No. 001-31320)
|
|
4
|
.9
|
|
Indenture, dated as of October 10, 2001, between Province
Healthcare Company and National City Bank, including the forms
of Province Healthcare Companys
41/4% Convertible
Subordinated Notes due 2008 (incorporated by reference from
exhibits to the Registration Statement on
Form S-3,
filed by Province Healthcare Company on December 20, 2001,
File
No. 333-75646)
|
|
4
|
.10
|
|
First Supplemental Indenture, dated as of April 15, 2005,
by and among Province Healthcare Company, LifePoint Hospitals,
Inc. and U.S. Bank National Association (as successor in
interest to National City Bank), as trustee to the Indenture
dated as of October 10, 2001, relating to Province
Healthcare Companys
41/4% Convertible
Subordinated Notes due 2008 (incorporated by reference from
exhibits to the Historic LifePoint Hospitals, Inc. Current
Report on
Form 8-K
dated April 15, 2005, File
No. 000-29818)
|
|
4
|
.11
|
|
Indenture, dated August 10, 2005, between LifePoint
Hospitals, Inc. and Citibank, N.A., as Trustee (incorporated by
reference from exhibits to LifePoint Hospitals Current
Report on
Form 8-K
dated August 10, 2005, File
No. 000-51251)
|
59
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
4
|
.12
|
|
Indenture, dated May 29, 2007, between LifePoint Hospitals,
Inc. and The Bank of New York Trust Company, N.A., as
Trustee (incorporated by reference from exhibits to LifePoint
Hospitals Current Report on
Form 8-K
dated May 31, 2007, File
No. 000-51251).
|
|
10
|
.1
|
|
Addendum, dated September 28, 2007, to the Comprehensive
Service Agreement for Diagnostic Imaging and Biomedical
Services, between LifePoint Hospital Holdings, Inc. and GE
Healthcare Technologies.
|
|
31
|
.1
|
|
Certification of the Chief Executive Officer of LifePoint
Hospitals, Inc. Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
31
|
.2
|
|
Certification of the Chief Financial Officer of LifePoint
Hospitals, Inc. Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32
|
.1
|
|
Certification of the Chief Executive Officer of LifePoint
Hospitals, Inc. Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
|
32
|
.2
|
|
Certification of the Chief Financial Officer of LifePoint
Hospitals, Inc. Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
60
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
LifePoint Hospitals, Inc.
Gary D. Willis
Chief Accounting Officer
(Principal Accounting Officer)
Date: October 25, 2007
61
EXHIBIT INDEX
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
3
|
.1
|
|
Amended and Restated Certificate of Incorporation of LifePoint
Hospitals, Inc. (incorporated by reference from exhibits to the
Registration Statement on
Form S-8
filed by Historic LifePoint Hospitals, Inc. on April 15,
2005, File
No. 333-124093)
|
|
3
|
.2
|
|
Second Amended and Restated Bylaws of LifePoint Hospitals, Inc.
(incorporated by reference from exhibits to the LifePoint
Hospitals, Inc. Current Report on
Form 8-K
dated October 16, 2006, File
No. 000-51251)
|
|
4
|
.1
|
|
Form of Specimen Stock Certificate (incorporated by reference
from exhibits to the Registration Statement on
Form S-4,
as amended, filed by Historic LifePoint Hospitals, Inc. on
October 25, 2004, File
No. 333-119929)
|
|
4
|
.2
|
|
Form of
31/4% Convertible
Senior Subordinated Debenture due 2025 (incorporated by
reference from exhibits to LifePoint Hospitals Current
Report on
Form 8-K
dated August 10, 2005, File
No. 000-51251)
|
|
4
|
.3
|
|
Form of
31/2% Convertible
Senior Subordinated Notes due 2014 (incorporated by reference
from exhibits to LifePoint Hospitals Current Report on
Form 8-K
dated May 31, 2007, File
No. 000-51251).
|
|
4
|
.4
|
|
Registration Rights Agreement, dated August 10, 2005,
between LifePoint Hospitals, Inc. and Citigroup Global Markets
Inc. as Representatives of the Initial Purchasers (incorporated
by reference from exhibits to LifePoint Hospitals Current
Report on
Form 8-K
dated August 10, 2005, File
No. 000-51251)
|
|
4
|
.5
|
|
Rights Agreement, dated as of April 15, 2005, by and
between LifePoint Hospitals, Inc. and National City Bank, as
Rights Agent (incorporated by reference from exhibits to the
Registration Statement on
Form S-8
filed by Historic LifePoint Hospitals, Inc. on April 15,
2005, File
No. 333-124093)
|
|
4
|
.6
|
|
Subordinated Indenture, dated as of May 27, 2003, between
Province Healthcare Company and U.S. Bank Trust National
Association, as Trustee (incorporated by reference from exhibits
to Province Healthcare Companys Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2003, File
No. 001-31320)
|
|
4
|
.7
|
|
First Supplemental Indenture to Subordinated Indenture, dated as
of May 27, 2003, by and among Province Healthcare Company
and U.S. Bank National Association, as Trustee, relating to
Province Healthcare Companys
71/2% Senior
Subordinated Notes due 2013 (incorporated by reference from
exhibits to Province Healthcare Companys Quarterly Report
on
Form 10-Q
for the quarter ended June 30, 2003, File
No. 001-31320)
|
|
4
|
.8
|
|
Second Supplemental Indenture to Subordinated Indenture, dated
as of April 1, 2005, by and among Province Healthcare
Company and U.S. Bank National Association, as Trustee
(incorporated by reference from exhibits to Province Healthcare
Companys Current Report on
Form 8-K
dated April 5, 2005, File
No. 001-31320)
|
|
4
|
.9
|
|
Indenture, dated as of October 10, 2001, between Province
Healthcare Company and National City Bank, including the forms
of Province Healthcare Companys
41/4% Convertible
Subordinated Notes due 2008 (incorporated by reference from
exhibits to the Registration Statement on
Form S-3,
filed by Province Healthcare Company on December 20, 2001,
File
No. 333-75646)
|
|
4
|
.10
|
|
First Supplemental Indenture, dated as of April 15, 2005,
by and among Province Healthcare Company, LifePoint Hospitals,
Inc. and U.S. Bank National Association (as successor in
interest to National City Bank), as trustee to the Indenture
dated as of October 10, 2001, relating to Province
Healthcare Companys
41/4% Convertible
Subordinated Notes due 2008 (incorporated by reference from
exhibits to the Historic LifePoint Hospitals, Inc. Current
Report on
Form 8-K
dated April 15, 2005, File
No. 000-29818)
|
|
4
|
.11
|
|
Indenture, dated August 10, 2005, between LifePoint
Hospitals, Inc. and Citibank, N.A., as Trustee (incorporated by
reference from exhibits to LifePoint Hospitals Current
Report on
Form 8-K
dated August 10, 2005, File
No. 000-51251)
|
62
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
4
|
.12
|
|
Indenture, dated May 29, 2007, between LifePoint Hospitals,
Inc. and The Bank of New York Trust Company, N.A., as
Trustee (incorporated by reference from exhibits to LifePoint
Hospitals Current Report on
Form 8-K
dated May 31, 2007, File
No. 000-51251).
|
|
10
|
.1
|
|
Addendum, dated September 28, 2007, to the Comprehensive Service
Agreement for Diagnostic Imaging and Biomedical Services,
between LifePoint Hospital Holdings, Inc. and GE Healthcare
Technologies.
|
|
31
|
.1
|
|
Certification of the Chief Executive Officer of LifePoint
Hospitals, Inc. Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
31
|
.2
|
|
Certification of the Chief Financial Officer of LifePoint
Hospitals, Inc. Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32
|
.1
|
|
Certification of the Chief Executive Officer of LifePoint
Hospitals, Inc. Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
|
32
|
.2
|
|
Certification of the Chief Financial Officer of LifePoint
Hospitals, Inc. Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
63