EXHIBIT 99.1
(PROVINCE HEALTHCARE LOGO)
NEWS RELEASE
FOR IMMEDIATE RELEASE
CONTACT: PAMELA L. HUNTER
VICE PRESIDENT, INVESTOR RELATIONS
(615) 370-1377
PROVINCE HEALTHCARE REPORTS FOURTH QUARTER RESULTS
Brentwood, TN, February 16, 2005 - Province Healthcare Company
(NYSE:PRV) today announced results for the fourth quarter ended December 31,
2004. Diluted earnings per share (EPS) from continuing operations for the fourth
quarter increased to $0.27, compared to $0.23 in the prior year's quarter, and
for the year increased to $0.96 from $0.84 in the prior year.
As previously announced, the Company has signed a definitive agreement
to be acquired by LifePoint Hospitals, Inc. (NASDAQ:LPNT). Completion of the
transaction remains subject to the approval of each company's stockholders,
receipt of necessary financing and certain other conditions. The transaction is
expected to close on or about March 31, 2005.
Revenues from continuing operations for the fourth quarter of 2004
increased 22.3% to $238.5 million, compared with $195.0 million in the same
quarter of last year. For the quarter, income from continuing operations was
$14.1 million, compared with $11.7 million in the prior year's quarter. Cash
flow from operations for the fourth quarter increased 112.0% to $33.2 million,
compared with $15.7 million in the same quarter of last year.
Revenues from continuing operations for the year ended December 31,
2004 increased 18.3% to $882.9 million, compared with $746.2 million in 2003.
Income from continuing operations for 2004 was $50.1 million, a 20.0% increase
over last year's income from continuing operations of $41.7 million. Cash flow
from operations totaled $126.3 million for the year, compared with $104.3
million in the prior year.
Province ended the fourth quarter of 2004 with 21 owned or leased
hospitals, of which 19 are same-store hospitals. Memorial Medical Center in Las
Cruces, New Mexico, acquired through a long-term lease effective June 1, 2004,
and Coastal Carolina Medical Center, in Hardeeville, South Carolina, which
opened on November 29, 2004, are excluded from same-store results. On a
same-store basis, net patient revenue for the quarter increased 1.8%, net
patient revenue per adjusted admission increased 5.7% and adjusted admissions
decreased 3.7%. Same-store outpatient revenue increased 7.6%, and same-store
surgery growth of 3.4% for the quarter was driven by the specialist physicians.
Same-store acuity, as
measured by the Medicare case mix index, increased to 1.23 in the fourth quarter
of 2004 from 1.21 in the fourth quarter of 2003.
Martin S. Rash, Chairman and Chief Executive Officer of Province
Healthcare, said, "We are very pleased with our 2004 results. Our cash flow from
operations reached an impressive $126.3 million. We exceeded our goal of $100.0
to $110.0 million in annual cash flow from operations which funded the
completion of Coastal Carolina Medical Center in Hardeeville, South Carolina,
and the ongoing construction of Valley View Medical Center, in Fort Mohave,
Arizona, with no borrowings from our revolving credit facility used to fund the
projects. We saw 148 new physicians begin practicing in our communities,
surpassing our goal for the year of approximately 90 physicians."
A listen-only simulcast of Province Healthcare's fourth quarter
conference call will be available on-line at www.prhc.net on February 17, 2005,
beginning at 10:00 a.m. Eastern Standard Time.
The Company owns or leases 21 general acute care hospitals in 13 states
with a total of 2,533 licensed beds.
Important Legal Information
In connection with the proposed transaction between LifePoint Hospitals
and Province Healthcare, Lakers Holding Corp. has filed with the Securities and
Exchange Commission (the "SEC") a joint proxy statement/prospectus, as part of a
Registration Statement on Form S-4, and other relevant materials. The definitive
joint proxy statement/prospectus will be mailed to the stockholders of LifePoint
Hospitals and Province Healthcare. Investors and security holders are advised to
read the joint proxy statement/prospectus and other relevant materials when they
become available, as well as any amendments or supplements to those documents,
because they will contain important information about LifePoint Hospitals,
Province Healthcare and the proposed transaction. In addition, the joint proxy
statement/prospectus and other relevant materials filed by Lakers Holding Corp.,
LifePoint Hospitals or Province Healthcare with the SEC may be obtained free of
charge at the SEC's web site at www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents filed with the SEC by LifePoint
Hospitals by contacting Investor Relations, LifePoint Hospitals, Inc., 103
Powell Court, Suite 200, Brentwood, Tennessee, 37027, Phone: (615) 372-8500 and
by Province Healthcare by contacting Investor Relations, Province Healthcare
Company, 105 Westwood Place, Suite 400, Brentwood, Tennessee, 37027, Phone:
(615) 370-1377.
LifePoint Hospitals and Province Healthcare, and their respective
directors and executive officers, may be deemed to be participants in the
solicitation of proxies from their respective stockholders with respect to the
transactions contemplated by the merger agreement. Information about the
directors and executive officers of LifePoint Hospitals, and their interests in
the transactions contemplated by the merger agreement, including their ownership
of LifePoint Hospitals common stock, is set forth in the proxy statement for
LifePoint Hospitals' 2004 annual meeting, which was filed with the SEC on April
28, 2004, and in the joint proxy statement/prospectus. Information about the
directors and executive officers of Province Healthcare, and their interests in
the transactions contemplated by the merger agreement, including their ownership
of Province Healthcare common stock, is set forth in the proxy statement for
Province Healthcare's 2004 annual meeting, which was filed with the SEC on April
20, 2004, and in the joint proxy
2
statement/prospectus. Investors and security holders may obtain additional
information regarding the interests of such potential participants by reading
the joint proxy statement/prospectus and the other relevant documents filed with
the SEC.
Certain information contained in this release constitutes
forward-looking statements. These statements are based only on our current
estimates of future events. Forward-looking statements involve known and unknown
risks and uncertainties which may cause our actual results in future periods to
differ materially from forecasted results. Those risks include, among others,
risks associated with general economic and business conditions, the effect of
future governmental regulations, changes in reimbursement levels by government
programs, including Medicare and Medicaid or other third party payors, the
Company's continued ability to recruit and retain physicians and the Company's
ability to successfully complete and integrate acquisitions. Those and other
risks and uncertainties are described in our most recent reports and filings
with the Securities and Exchange Commission. You should not rely on the
forward-looking statements contained in this release, as we cannot predict or
control many of the factors that may cause future events or results to differ
from those forecasted. We undertake no obligation to update any forward-looking
statements on the basis of any information, future events or otherwise.
- TABLES TO FOLLOW -
3
PROVINCE HEALTHCARE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
December 31, December 31,
2004 2003(*)
------------- -----------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 9,824 $ 46,117
Accounts receivable, less allowance for doubtful accounts
of $78,274 in 2004 and $66,835 in 2003 137,052 110,335
Inventories 21,796 18,424
Prepaid expenses and other 14,068 14,614
Assets of discontinued operations 1,365 14,995
----------- -----------
184,105 204,485
Property and equipment, net 578,587 459,843
Goodwill 388,709 309,191
Other assets 31,666 36,874
----------- -----------
$ 1,183,067 $ 1,010,393
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 32,235 $ 16,083
Accrued salaries and benefits 32,653 27,852
Accrued expenses 25,933 14,241
Current portion of long-term debt 76,241 743
Liabilities of discontinued operations 346 5,156
----------- -----------
167,408 64,075
Long-term debt, less current portion 428,383 447,956
Other liabilities 69,090 49,579
Minority interests 2,387 1,910
Stockholders' equity:
Preferred stock - $0.01 par value, 100,000 shares
authorized, none issued and outstanding -- --
Common stock - $0.01 par value; 150,000,000 shares
authorized at December 31, 2004 and December
31, 2003, issued and outstanding 50,030,550
shares and 48,841,157 shares at December 31,
2004 and December 31, 2003, respectively 500 488
Additional paid-in-capital 319,997 306,091
Retained earnings 195,684 141,186
Accumulated other comprehensive loss (382) (892)
----------- -----------
Total stockholders' equity 515,799 446,873
----------- -----------
$ 1,183,067 $ 1,010,393
=========== ===========
- ---------------------
(*) Derived from the audited consolidated financial statements of Province and
its subsidiaries, contained in the Company's Current Report on Form 8-K,
filed with the Securities and Exchange Commission on September 14, 2004.
4
PROVINCE HEALTHCARE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
Three Months Ended December 31,
2004 2003(b)
---------------------------- -----------------------------
% of % of
Amount Revenues Amount Revenues
------ -------- ------ --------
Revenues:
Net patient revenue $ 235,576 $ 192,174
Other 2,904 2,867
--------- ---------
238,480 100.0% 195,041 100.0%
Expenses:
Salaries, wages and benefits 87,373 36.7 73,751 37.8
Purchased services 23,746 10.0 17,996 9.2
Supplies 31,769 13.3 24,508 12.6
Provision for doubtful accounts 26,534 11.1 21,506 11.0
Other operating expenses 23,825 10.0 22,916 11.8
Rentals and leases 2,922 1.2 2,332 1.2
Transaction costs 851 0.4 -- --
Depreciation and amortization 12,678 5.3 10,386 5.3
Interest expense 7,698 3.2 6,916 3.6
Minority interests 250 0.1 59 --
Loss on sale of assets 44 -- -- --
Loss on early extinguishment of debt -- -- (1) --
--------- ----------- --------- -----------
Total expenses 217,690 91.3 180,369 92.5
--------- ----------- --------- -----------
Income from continuing operations
before provision for income taxes 20,790 8.7 14,672 7.5
Income taxes 6,662 2.8 2,963 1.5
--------- ----------- --------- -----------
Income from continuing operations 14,128 5.9% 11,709 6.0%
========= ===========
Discontinued operations, net of tax:
Loss from operations (918) (457)
Net loss on divestitures -- (8,952)
--------- ---------
Net income $ 13,210 $ 2,300
========= =========
Diluted earnings (loss) per common share:
Continuing operations (a) $ 0.27 $ 0.23
Discontinued operations:
Loss from operations (0.02) (0.01)
Net loss on divestitures -- (0.15)
--------- ---------
Net income $ 0.25 $ 0.07
========= =========
- ---------------------
(a) See calculation of diluted earnings per common share from continuing
operations in the Selected Operating Statistics section (attached).
(b) The Consolidated Statement of Income for the three months ended December
31, 2003 presented above reflects the restatement of Brim Healthcare, Inc.
as a discontinued operation.
5
PROVINCE HEALTHCARE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
Year Ended December 31,
2004 2003 (*)
--------------------------- ----------------------------
% of % of
Amount Revenues Amount Revenues
------ -------- ------ --------
(Unaudited)
Revenues:
Net patient revenue $ 872,275 $ 735,841
Other 10,631 10,367
---------- ----------
882,906 100.0% 746,208 100.0%
Expenses:
Salaries, wages and benefits 323,565 36.6 282,794 37.9
Purchased services 85,698 9.7 68,872 9.2
Supplies 114,186 12.9 95,579 12.8
Provision for doubtful accounts 95,015 10.8 72,583 9.7
Other operating expenses 96,934 11.0 88,137 11.8
Rentals and leases 11,250 1.3 9,007 1.2
Transaction costs 851 0.1 -- --
Depreciation and amortization 46,881 5.3 37,617 5.1
Interest expense 29,652 3.3 26,262 3.5
Minority interests 687 0.1 260 --
Loss on sale of assets 30 -- 75 --
Loss on early extinguishment of debt -- -- 486 0.1
---------- -------- ---------- --------
Total expenses 804,749 91.1 681,672 91.3
---------- -------- ---------- --------
Income from continuing operations
before provision for income taxes 78,157 8.9 64,536 8.7
Income taxes 28,101 3.2 22,816 3.1
---------- ------- ---------- -------
Income from continuing operations 50,056 5.7% 41,720 5.6%
======= =======
Discontinued operations, net of tax:
Loss from operations (2,220) (1,149)
Net gain (loss) on divestitures 6,663 (8,952)
---------- ----------
Net income $ 54,499 $ 31,619
========== ==========
Diluted earnings (loss) per common share:
Continuing operations (c) $ 0.96 $ 0.84
Discontinued operations:
Loss from operations (0.03) (0.02)
Net gain (loss) on divestitures 0.11 (0.15)
---------- ----------
Net income $ 1.04 $ 0.67
========== ==========
- ---------------------------
(c) See calculation of diluted earnings per common share from continuing
operations in the Selected Operating Statistics section (attached).
(*) See accompanying footnote on Consolidated Balance Sheet.
6
PROVINCE HEALTHCARE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
Three Months Ended December 31,
2004 2003(d)
--------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Income from continuing operations $ 14,128 $ 11,709
Adjustments to reconcile income from continuing operations
to net cash provided by operating activities:
Depreciation and amortization 12,678 10,386
Deferred income taxes 15,234 10,746
Provision for professional liability (1,028) 670
Loss on early extinguishment of debt -- (1)
Loss on sale of assets 44 --
Changes in operating assets and liabilities, net of effects
from acquisitions and disposals:
Accounts receivable 311 (4,451)
Inventories (895) 35
Prepaid expenses and other 2,705 (4,160)
Accounts payable and accrued expenses (12,118) (15,021)
Accrued salaries and benefits 993 3,133
Other 1,142 2,615
-------- --------
Net cash provided by operating activities 33,194 15,661
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (29,244) (13,027)
Purchase of hospitals and healthcare entities 1,102 3,247
-------- --------
Net cash used in investing activities (28,142) (9,780)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt -- --
Repayments of debt (10,143) (398)
Issuance of common stock 3,880 1,218
-------- --------
Net cash (used in) provided by financing activities (6,263) 820
-------- --------
Net cash (used in) provided by continuing operations (1,211) 6,701
Net cash (used in) provided by discontinued operations (572) 360
-------- --------
(Decrease) increase in cash and cash equivalents (1,783) 7,061
Cash and cash equivalents at beginning of period 11,607 39,056
-------- --------
Cash and cash equivalents at end of period $ 9,824 $ 46,117
======== ========
- --------------------------
(d) The Condensed Consolidated Statement of Cash Flow for the three months
ended December 31, 2003 presented above reflects the restatement of Brim
Healthcare, Inc. as a discontinued operation.
7
PROVINCE HEALTHCARE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
Year Ended December 31,
2004 2003(*)
--------- ----------
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Income from continuing operations $ 50,056 $ 41,720
Adjustments to reconcile income from continuing operations
to net cash provided by operating activities:
Depreciation and amortization 46,881 37,617
Deferred income taxes 29,373 14,215
Provision for professional liability 4,300 5,476
Loss on early extinguishment of debt -- 486
Loss on sale of assets 30 75
Changes in operating assets and liabilities, net of effects
from acquisitions and disposals:
Accounts receivable (12,596) (1,172)
Inventories (887) 712
Prepaid expenses and other (2,726) (3,347)
Accounts payable and accrued expenses 9,184 (4,107)
Accrued salaries and benefits (521) 4,505
Other 3,162 8,165
--------- ---------
Net cash provided by operating activities 126,256 104,345
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (90,557) (56,926)
Purchase of hospitals and healthcare entities (152,215) --
Sale of hospitals and healthcare entities 14,667 --
--------- ---------
Net cash used in investing activities (228,105) (56,926)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt 110,372 194,199
Repayments of debt (56,150) (213,049)
Issuance of common stock 12,200 2,574
--------- ---------
Net cash provided by (used in) financing activities 66,422 (16,276)
--------- ---------
Net cash (used in) provided by continuing operations (35,427) 31,143
Net cash (used in) provided by discontinued operations (866) 349
--------- ---------
(Decrease) increase in cash and cash equivalents (36,293) 31,492
Cash and cash equivalents at beginning of period 46,117 14,625
--------- ---------
Cash and cash equivalents at end of period $ 9,824 $ 46,117
========= =========
- -----------------
(*) See accompanying footnote on Consolidated Balance Sheet.
8
PROVINCE HEALTHCARE COMPANY AND SUBSIDIARIES
SELECTED OPERATING STATISTICS (UNAUDITED)
Actual Same Store(1)
------ -------------
Three Months Ended Three Months Ended
December 31, December 31,
--------------------------------- -----------------------------------
2004 2003 2004 2003
---------- ---------- ---------- ----------
CONSOLIDATED HOSPITALS:
Number of hospitals at end of period 21 19 10.5% 19 19 --%
Licensed beds at end of period 2,533 2,189 15.7 2,206 2,189 0.8
Beds in service at end of period 2,157 1,933 11.6 1,920 1,933 (0.7)
Inpatient admissions 19,638 18,598 5.6 17,006 18,598 (8.6)
Adjusted admissions (2) 36,596 33,426 9.5 32,174 33,426 (3.7)
Patient days 83,327 78,964 5.5 71,616 78,964 (9.3)
Adjusted patient days (3) 155,300 141,925 9.4 135,531 141,925 (4.5)
Average length of stay (days) 4.2 4.3 (2.3) 4.2 4.3 (2.3)
Net patient revenue $ 235,576 $ 192,174 22.6 $ 195,488 $ 192,082 1.8
Net patient revenue:
Per inpatient admission $ 11,996 $ 10,333 16.1 $ 11,495 $ 10,328 11.3
Per adjusted admission $ 6,437 $ 5,749 12.0 $ 6,076 $ 5,746 5.7
Gross revenue:
Inpatient $ 273,872 $ 240,819 13.7 $ 231,340 $ 240,819 (3.9)
Outpatient 236,476 191,824 23.3 206,317 191,824 7.6
---------- ---------- ---------- ---------
$ 510,348 $ 432,643 18.0 $ 437,657 $ 432,643 1.2
========== ========== ========== =========
NET PATIENT REVENUE BY PAYOR:
Medicare 37.6% 37.9% 37.7% 37.8%
Medicaid 11.2 9.1 10.2 9.1
Other 51.2 53.0 52.1 53.1
---------- --------- ---------- ---------
Total 100.0% 100.0% 100.0% 100.0%
========== ========= ========== =========
Three Months Ended December 31,
2004 2003
--------- ----------
DILUTED EARNINGS PER SHARE CALCULATION:
Income from continuing operations $ 14,128 $ 11,709
Add convertible notes interest, net of tax 2,083 1,838
--------- ----------
Adjusted net income $ 16,211 $ 13,547
========= ==========
Basic shares plus stock options 51,811 49,791
Convertible shares 9,100 9,099
--------- ----------
Diluted shares outstanding 60,911 58,890
========= ==========
Diluted earnings per share $ 0.27 $ 0.23
========= ==========
- -----------------
(1) Represents hospitals owned or leased during both periods.
(2) Used by management and investors as a general measure of combined
inpatient and outpatient volume. Adjusted admissions are computed by
multiplying admissions (inpatient volume) by the outpatient factor. The
outpatient factor is the sum of gross inpatient revenue and gross
outpatient revenue divided by gross inpatient revenue. The adjusted
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.
(3) Adjusted patient days are computed by multiplying patient days
(inpatient volume) by the outpatient factor. The outpatient factor is
the sum of gross inpatient revenue and gross outpatient revenue divided
by gross inpatient revenue. The adjusted patient days computation
equates outpatient revenue to the volume measure (patient days) used to
measure inpatient volume, resulting in a general measure of combined
inpatient and outpatient volume.
9
PROVINCE HEALTHCARE COMPANY AND SUBSIDIARIES
SELECTED OPERATING STATISTICS (UNAUDITED)
Actual Same Store(1)
------ -------------
Year Ended Year Ended
December 31, December 31,
---------------------------------- ----------------------------------
2004 2003 2004 2003
--------- --------- --------- ---------
CONSOLIDATED HOSPITALS:
Number of hospitals at end of period 21 19 10.5% 19 19 --%
Licensed beds at end of period 2,533 2,189 15.7 2,206 2,189 0.8
Beds in service at end of period 2,157 1,933 11.6 1,920 1,933 (0.7)
Inpatient admissions 76,107 72,630 4.8 70,071 72,630 (3.5)
Adjusted admissions (2) 141,671 131,557 7.7 131,277 131,557 (0.2)
Patient days 323,949 307,195 5.5 297,083 307,195 (3.3)
Adjusted patient days (3) 602,962 556,331 8.4 556,459 556,331 --
Average length of stay (days) 4.3 4.2 2.4 4.2 4.2 --
Net patient revenue $ 872,275 $ 735,841 18.5 $ 779,419 $ 735,727 5.9
Net patient revenue:
Per inpatient admission $ 11,461 $ 10,131 13.1 $ 11,123 $ 10,130 9.8
Per adjusted admission $ 6,157 $ 5,593 10.1 $ 5,937 $ 5,592 6.2
Gross revenue:
Inpatient $1,033,038 $ 903,740 14.3 $ 933,552 $ 903,740 3.3
Outpatient 889,903 732,844 21.4 814,808 732,844 11.2
---------- ---------- ---------- ---------
$1,922,941 $1,636,584 17.5 $1,748,360 $1,636,584 6.8
========== ========== ========== ==========
NET PATIENT REVENUE BY PAYOR:
Medicare 37.7% 38.5% 38.7% 38.5%
Medicaid 10.1 10.3 9.7 10.3
Other 52.2 51.2 51.6 51.2
---------- ---------- ---------- ----------
Total 100.0% 100.0% 100.0% 100.0%
========== ========== ========== ==========
Year Ended December 31,
2004 2003
----------- ----------
DILUTED EARNINGS PER SHARE CALCULATION:
Income from continuing operations $ 50,056 $ 41,720
Add convertible notes interest, net of tax 7,781 8,325
----------- ----------
Adjusted net income $ 57,837 $ 50,045
=========== ==========
Basic shares plus stock options 50,938 49,305
Convertible shares 9,100 10,243
----------- ----------
Diluted shares outstanding 60,038 59,548
=========== ==========
Diluted earnings per share $ 0.96 $ 0.84
=========== ==========
- ----------------------
See accompanying footnotes on previous page.
10