UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2004
IASIS HEALTHCARE CORPORATION
---------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 333-94521 76-0450619
- ------------------------------- ------------------------ -------------------
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
117 Seaboard Lane, Building E 37067
Franklin, Tennessee
- -------------------------------------------- ------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 844-2747
Not Applicable
-------------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Press Release dated May 3, 2004, and supplemental financial
information.
Item 12. Results of Operations and Financial Condition.
The information in this Report, including the Exhibit attached hereto,
is furnished pursuant to Item 12 of this Form 8-K. Consequently, it is not
deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 (the "Exchange Act"), or otherwise subject to the liabilities of that
section. It may only be incorporated by reference in another filing under the
Exchange Act or Securities Act of 1933 if such subsequent filing specifically
references this Form 8-K.
On May 3, 2004, IASIS Healthcare Corporation (the "Company") issued a
press release announcing its results for the fiscal second quarter ended March
31, 2004. For information regarding the results, reference is made to the press
release dated May 3, 2004, and certain supplemental financial information, which
are attached hereto as Exhibit 99.1 and incorporated herein by reference.
The press release contains non-GAAP financial measures. For purposes of
Regulation G, a non-GAAP financial measure is a numerical measure of a
registrant's historical or future financial performance, financial position or
cash flows that excludes amounts, or is subject to adjustments that have the
effect of excluding amounts, that are included in the most directly comparable
measure calculated and presented in accordance with GAAP in the statement of
income, balance sheet or statement of cash flows (or equivalent statements) of
the issuer; or includes amounts, or is subject to adjustments that have the
effect of including amounts, that are excluded from the most directly comparable
measure so calculated and presented. In this regard, GAAP refers to generally
accepted accounting principles in the United States. Pursuant to the
requirements of Regulation G, the Company has provided reconciliations within
the press release of the non-GAAP financial measures to the most directly
comparable GAAP financial measures.
Adjusted EBITDA represents net earnings before interest expense, gain
on sale of assets, minority interests, income taxes, depreciation and
amortization and write-off of debt issue costs. Management routinely calculates
and communicates adjusted EBITDA and believes that it is useful to investors
because it is commonly used as an analytical indicator within the healthcare
industry to evaluate hospital performance, allocate resources and measure
leverage capacity and debt service ability. In addition, the Company uses
adjusted EBITDA as a measure of performance for its business segments and for
incentive compensation purposes. Adjusted EBITDA should not be considered as a
measure of financial performance under generally accepted accounting principles
(GAAP), and the items excluded from adjusted EBITDA are significant components
in understanding and assessing financial performance. Adjusted EBITDA should not
be considered in isolation or as an alternative to net income, cash flows
generated by operating, investing, or financing activities or other financial
statement data presented in the consolidated financial statements as an
indicator of financial performance or liquidity. Adjusted EBITDA, as presented,
may not be comparable to similarly titled measures of other companies.
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 hereunto duly authorized.
IASIS HEALTHCARE CORPORATION
By: /s/ W. Carl Whitmer
-----------------------
W. Carl Whitmer
Chief Financial Officer
Date: May 3, 2004
3
EXHIBIT INDEX
No. Exhibit
- ------ ---------------------------------------------------------------
99.1 Press Release dated May 3, 2004, and supplemental financial information.
4