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8-K - FORM 8-K - UNITED SURGICAL PARTNERS INTERNATIONAL INCd918796d8k.htm

Exhibit 99.1

 

LOGO

 

Contact: Jason B. Cagle
Chief Financial Officer
(972) 713-3500

UNITED SURGICAL PARTNERS INTERNATIONAL

ANNOUNCES FIRST QUARTER 2015 RESULTS

Dallas, Texas (May 4, 2015) – United Surgical Partners International, Inc. (“USPI” or the “Company”) today announced results for the first quarter ended March 31, 2015.

First Quarter Financial Results

For the quarter ended March 31, 2015, consolidated net revenues increased 9% to $158.1 million compared with $145.3 million in the prior year period. Operating income for the first quarter increased 17% to $55.8 million compared with $47.6 million for the prior year period. EBITDA less noncontrolling interests increased 11% to $44.0 million in the first quarter of 2015 compared with $39.7 million for the prior year period. Adjusting for $2.0 million in expenses related to the pending Tenet transaction, EBITDA less noncontrolling interests increased 16% to $46.0 million, compared with $39.7 million in the prior year period.

Cash flows from operating activities for the first quarter of 2015 totaled $39.1 million compared with $61.0 million in the prior year period, driven by the timing of distributions from our health system partnerships and higher cash tax payments this year. During the first quarter of 2015, the Company and its consolidated subsidiaries invested $2.3 million in maintenance capital expenditures and an additional $1.4 million in the infrastructure of existing facilities.

Systemwide Financial Results

Due to the Company’s partnerships with physicians and prominent healthcare systems, the Company does not consolidate the financial results of the majority of its facilities. While revenues of the Company’s unconsolidated facilities are not recorded as revenues by the Company, equity in earnings of unconsolidated affiliates is a significant portion of the Company’s overall earnings. To help analyze results of operations, management uses systemwide operating measures such as systemwide revenue growth, which includes revenues of both consolidated and unconsolidated facilities. In addition to overall systemwide revenue growth, the Company calculates growth rates and operating margins for the facilities that were operational in both the current and prior year periods, a group the Company refers to as same-store or same-facility. This group also consists of both consolidated and unconsolidated facilities. At March 31, 2015, 155 of the 218 facilities the Company operated were not consolidated.

For the first quarter, the systemwide revenues of the facilities operated by the Company increased 14% on a year-over-year basis. On a same-store basis, systemwide net revenue increased 9% in the first quarter compared with the prior year period.

 

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United Surgical Partners Announces First Quarter 2015 Results

Page 2

May 4, 2015

 

Pending Transaction

The transaction announced on March 23, 2015, between Tenet Healthcare Corporation (NYSE: THC) and Welsh, Carson, Anderson & Stowe is proceeding as planned. As previously announced, Tenet and Welsh Carson signed a definitive agreement under which Tenet and USPI will combine their short-stay surgery and imaging center assets into a new joint venture. The Tenet and USPI joint venture will be the largest provider of ambulatory surgery in the United States.

Under the terms of the agreement, Tenet will initially own 50.1% of the joint venture and will consolidate its financial results. Welsh Carson and the other existing investors in USPI will initially own the remaining 49.9%. Tenet will have a path to full ownership of USPI over the next five years through a put/call structure.

The joint venture will have ownership interests in 244 ambulatory surgery centers, 16 short-stay surgical hospitals and 20 imaging centers in 29 states. It will maintain the USPI brand, as well as USPI’s innovative three-way partnership model with physicians and leading not-for-profit health systems. The combined operations will have partnerships with 50 health systems and more than 4,000 physicians at the facility level.

Conclusion

Commenting on the results, William H. Wilcox, USPI’s chief executive officer, said, “We are pleased with our start to 2015. In the first quarter we enjoyed solid volume, revenue and earnings growth, and our pipeline for new acquisitions and new health system partners remains quite strong.”

Conference Call

Due to the pending transaction, the Company will not be hosting a conference call to discuss first quarter results.

USPI, headquartered in Dallas, Texas, currently has ownership interests in or operates 218 facilities, of which 153 are jointly owned with healthcare systems.

The above includes forward-looking statements based on current management expectations. Numerous factors exist that may cause results to differ from these expectations. Many of the factors that will determine the Company’s future results are beyond the ability of the Company to control or predict. These statements are subject to risks and uncertainties relating to the Company, including without limitation, (i) reduction in reimbursement; (ii) the Company’s ability to attract physicians and retain qualified management and personnel; (iii) the Company’s significant leverage; (iv) geographic concentrations of certain of the Company’s operations; (v) risks associated with the Company’s acquisition and development strategies; (vi) the regulated nature of the healthcare industry; (vii) the highly competitive nature of the healthcare business; (viii) risks and uncertainties related to the Company’s pending transaction with Tenet Healthcare Corporation; and (ix) those risks and uncertainties described from time to time in the Company’s filings with the Securities and Exchange Commission. Therefore, the Company’s actual results may differ materially. The Company undertakes no obligation to update any forward-looking statements or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

 

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United Surgical Partners Announces First Quarter 2015 Results

Page 3

May 4, 2015

 

UNITED SURGICAL PARTNERS INTERNATIONAL, INC.

Unaudited Condensed Consolidated Statements of Income

(in thousands, except number of facilities)

 

     Three Months Ended
March 31,
 
     2015     2014  

Revenues

   $ 158,058      $ 145,301   

Equity in earnings of unconsolidated affiliates

     21,364        17,882   

Operating expenses:

    

Salaries, benefits and other employee costs

     46,127        41,896   

Medical services and supplies

     25,634        24,555   

Other operating expenses

     29,515        27,886   

General and administrative expenses

     13,588        11,785   

Provision for doubtful accounts

     2,220        1,988   

Net loss on deconsolidations, disposals and impairments

     282        1,014   

Depreciation and amortization

     6,243        6,485   
  

 

 

   

 

 

 

Total operating expenses

  123,609      115,609   
  

 

 

   

 

 

 

Operating income

  55,813      47,574   

Interest expense and other, net

  (23,103   (23,099
  

 

 

   

 

 

 

Income from continuing operations before income taxes

  32,710      24,475   

Income tax expense

  (5,826   (3,501
  

 

 

   

 

 

 

Income from continuing operations

  26,884      20,974   

Discontinued operations, net of tax

  —        (332
  

 

 

   

 

 

 

Net income

  26,884      20,642   

Less: Net income attributable to noncontrolling interests

  (18,361   (15,412
  

 

 

   

 

 

 

Net income attributable to USPI’s common stockholder

$ 8,523    $ 5,230   
  

 

 

   

 

 

 

Supplemental Data:

Facilities operated at period end

  218      215   

 

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United Surgical Partners Announces First Quarter 2015 Results

Page 4

May 4, 2015

 

UNITED SURGICAL PARTNERS INTERNATIONAL, INC.

Unaudited Condensed Consolidated Balance Sheets

(in thousands)

 

     March 31,
2015
     Dec. 31,
2014
 
ASSETS      

Current assets:

     

Cash and cash equivalents

   $ 38,176       $ 36,554   

Available for sale securities

     10,746         10,831   

Accounts receivable, net of allowance for doubtful accounts of $12,413 and $11,974, respectively

     53,493         57,616   

Other receivables

     31,314         23,568   

Inventories of supplies

     9,956         8,681   

Deferred tax assets, net

     29,353         29,518   

Prepaids and other current assets

     22,331         16,210   
  

 

 

    

 

 

 

Total current assets

  195,369      182,978   

Property and equipment, net

  128,020      128,887   

Investments in unconsolidated affiliates

  595,899      605,100   

Goodwill and intangible assets, net

  1,633,668      1,633,651   

Other

  29,854      33,241   
  

 

 

    

 

 

 

Total assets

$ 2,582,810    $ 2,583,857   
  

 

 

    

 

 

 
LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

$ 21,691    $ 23,272   

Accrued expenses and other

  273,007      265,583   

Current portion of long-term debt

  18,978      18,668   
  

 

 

    

 

 

 

Total current liabilities

  313,676      307,523   

Long-term debt

  1,438,831      1,457,203   

Other liabilities

  246,559      243,294   
  

 

 

    

 

 

 

Total liabilities

  1,999,066      2,008,020   

Noncontrolling interests - redeemable

  195,637      195,059   

USPI stockholder’s equity

  337,476      331,844   

Noncontrolling interests - nonredeemable

  50,631      48,934   
  

 

 

    

 

 

 

Total equity

  388,107      380,778   
  

 

 

    

 

 

 

Total liabilities and equity

$ 2,582,810    $ 2,583,857   
  

 

 

    

 

 

 

 

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United Surgical Partners Announces First Quarter 2015 Results

Page 5

May 4, 2015

 

UNITED SURGICAL PARTNERS INTERNATIONAL, INC.

Key Operating Statistics

(in thousands, except for number of facilities, cases and percentages)

 

     Three Months Ended March 31,  
     2015     2014     % Change  

Systemwide same-facility statistics(1) (2):

      

Facility cases

     240,129        229,328        4.7

Net revenue/case

   $ 2,462      $ 2,369        3.9

Net revenue

   $ 591,126      $ 543,308        8.8

Facility operating income margin(3)

     22.3     22.2     10 bps   

Other

      

Total consolidated facilities

     63        65     

EBITDA less noncontrolling interests(4)

      

GAAP operating income

   $ 55,813      $ 47,574        17.3

Depreciation and amortization

     6,243        6,485     

Net loss on deconsolidations, disposals and impairments

     282        1,014     
  

 

 

   

 

 

   

EBITDA

  62,338      55,073   

Net income attributable to noncontrolling interests

  (18,361   (15,412
  

 

 

   

 

 

   

EBITDA less noncontrolling interests

  43,977    $ 39,661      10.9

Transaction costs

  1,974      —     
  

 

 

   

 

 

   

Adjusted EBITDA less noncontrolling interests

$ 45,951    $ 39,661      15.9
  

 

 

   

 

 

   

 

(1)  Excludes de novo facilities in their first year of operations. Includes facilities accounted for under the equity method as well as consolidated facilities.
(2)  Statistics for acquired facilities are included in both periods.
(3)  Calculated as operating income divided by net revenue.
(4)  EBITDA, EBITDA less noncontrolling interests and Adjusted EBITDA less noncontrolling interests are not measures defined under generally accepted accounting principles (GAAP). The Company believes EBITDA, EBITDA less noncontrolling interests and Adjusted EBITDA less noncontrolling interests are important measures for purposes of allocating resources and assessing performance. EBITDA, which is computed by adding operating income, depreciation and amortization, and net loss on deconsolidations, disposals and impairments, is commonly used as an analytical indicator within the healthcare industry and also serves as a measure of leverage capacity and debt service ability. EBITDA less noncontrolling interests, which is computed by subtracting net income attributable to noncontrolling interests from EBITDA, adjusts both years’ EBITDA to reflect that the Company does not own 100% of each facility. Adjusted EBITDA less noncontrolling interests is computed by subtracting transaction costs that the Company has incurred during 2015 in regards to the pending transaction with Tenet. EBITDA, EBITDA less noncontrolling interests and Adjusted EBITDA less noncontrolling interests should not be considered as measures of financial performance under GAAP, and the items excluded from EBITDA , EBITDA less noncontrolling interests and Adjusted EBITDA less noncontrolling interests are significant components in understanding and assessing financial performance. Because EBITDA, EBITDA less noncontrolling interests and Adjusted EBITDA less noncontrolling interests are not measurements determined in accordance with GAAP and are thus susceptible to varying calculation methods, EBITDA, EBITDA less noncontrolling interests and Adjusted EBITDA less noncontrolling interests as presented by USPI may not be comparable to similarly titled measures of other companies.

 

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