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THC > SEC Filings for THC > Form 10-Q on 5-May-2009All Recent SEC Filings

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Form 10-Q for TENET HEALTHCARE CORP


5-May-2009

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION TO MANAGEMENT'S DISCUSSION AND ANALYSIS

The purpose of this section, Management's Discussion and Analysis of Financial Condition and Results of Operations, is to provide a narrative explanation of our financial statements that enables investors to better understand our business, to enhance our overall financial disclosures, to provide the context within which our financial information may be analyzed, and to provide information about the quality of, and potential variability of, our financial condition, results of operations and cash flows. Unless otherwise indicated, all financial and statistical information included herein relates to our continuing operations, with dollar amounts expressed in millions (except per-share, per admission, per patient day and per visit amounts). This information should be read in conjunction with the accompanying Condensed Consolidated Financial Statements. It includes the following sections:

• Executive Overview

• Forward-Looking Statements

• Sources of Revenue

• Results of Operations

• Liquidity and Capital Resources

• Off-Balance Sheet Arrangements

• Critical Accounting Estimates

EXECUTIVE OVERVIEW

We continue to focus on the execution of our operating strategies. While we have seen certain areas of improvement, we are still facing several industry challenges that continue to negatively affect our progress. We are dedicated to improving our patients', shareholders' and other stakeholders' confidence in us. We believe we will accomplish that by providing quality care and generating positive growth and earnings at our hospitals.

KEY DEVELOPMENTS

Recent key developments include the following:

• Sale of Peoples Health Network-In May 2009, we completed the sale of our 50% membership interest in Peoples Health Network ("PHN"), the company that administers the operations of Tenet Choices, Inc. ("TCI"), our wholly owned Medicare Advantage HMO insurance subsidiary in Louisiana. As part of the transaction, we transferred substantially all of the insurance assets and liabilities of TCI to a PHN subsidiary. The transaction will result in a pretax gain in continuing operations of approximately $15 million in the three months ended June 30, 2009. Both CMS and the Louisiana Department of Insurance approved the transfer prior to closing.

• Interest Rate Swap-In April 2009, we entered into an interest rate swap agreement with respect to our 7 3/8% senior notes due in 2013. For additional information, see Note 15 to the Condensed Consolidated Financial Statements included in this report.

• Sale of USC University Hospital and USC Kenneth Norris Jr. Cancer Hospital-On March 31, 2009, we completed the previously disclosed sale of USC University Hospital and USC Kenneth Norris Jr. Cancer Hospital to the University of Southern California. The transaction generated cash proceeds of approximately $275 million from the sale of property and equipment. Approximately $30 million from these proceeds was deferred and placed in an escrow account, where they will remain for up to four years. We retained substantially all of the hospitals' working capital, which is expected to result in approximately $30 million of incremental cash proceeds. The total net proceeds will be used for general corporate purposes.

• National Agreement with Aetna-In March 2009, we announced that Tenet Physicians Inc., one of our subsidiaries, had entered into a national agreement with Aetna that covers 400 employed physicians and facilitates the participation of those physicians in Aetna's provider networks. The agreement also includes provisions promoting a joint, collaborative effort to enhance the credentialing process for the employed physicians.

• Completion of Exchange Offer-In March 2009, we completed an offer to exchange outstanding notes maturing on December 1, 2011 and June 1, 2012 for an equal aggregate principal amount of two new series of senior secured notes maturing in 2015 and 2018. A total of approximately $1.4 billion of the outstanding notes were exchanged in a private placement, consisting of approximately $915 million of the 2011 notes and approximately $485 million of


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the 2012 notes. In exchange, we issued approximately $1.4 billion of new notes, consisting of approximately $700 million of 6-year notes and approximately $700 million of 9-year notes with fixed coupon rates of 9% and 10%, respectively.

SIGNIFICANT CHALLENGES

As stated above, there are significant industry-wide challenges that have been impacting our operating performance. Below is a summary of these items.

Volumes-Although we have seen some improvements in recent quarters, we have experienced declines in patient volumes over the last several years. We believe the reasons for these declines include, but are not limited to, factors that have affected many hospital companies, including decreases in the demand for invasive cardiac procedures, increased competition and utilization pressure by managed care organizations. Given our geographic concentration, we are also affected by population trends, which have been a particular concern in Florida. In addition, we believe the industry-wide challenges associated with physician recruitment, retention and attrition have also been significant contributors to our past volume declines. Our operations depend on the efforts, abilities and experience of the physicians on the medical staffs of our hospitals, most of whom have no contractual relationship with us. It is essential to our ongoing business that we attract and retain an appropriate number of quality physicians in all specialties on our medical staffs. Although we had a net overall gain in physicians added to our medical staffs during 2007 and 2008, in some of our markets, physician recruitment and retention are still affected by a shortage of physicians in certain sought-after specialties and the difficulties that physicians experience in obtaining affordable malpractice insurance or finding insurers willing to provide such insurance. Other issues facing physicians, such as proposed decreases in Medicare payments, are forcing them to consider alternatives, including relocating their practices or retiring sooner than expected.

We continue to take steps to increase patient volumes; however, due to the concentration of our hospitals in California, Florida and Texas, we may not be able to mitigate some factors that contribute to volume declines. One of our initiatives is our Physician Relationship Program, which is centered around understanding the needs of physicians who admit patients both to our hospitals and to our competitors' hospitals and responding to those needs with changes and improvements in our hospitals and operations. We have targeted capital spending in order to address specific needs or growth opportunities of our hospitals, which is expected to have a positive impact on their volumes. We have also sought to include all of our hospitals in the affected geographic area or nationally when negotiating new managed care contracts, which should result in additional volumes at facilities that were not previously a part of such managed care networks. In addition, we have completed clinical service line market demand analyses and profitability assessments to determine which services are highly valued that can be emphasized and marketed to improve our operating results. This Targeted Growth Initiative has resulted in some reductions in unprofitable service lines in several locations, which have had a slightly negative impact on our volumes. However, the elimination of these unprofitable service lines will allow us to focus more resources on services that are in higher demand and are more profitable.

Our Commitment to Quality initiative is further helping position us to competitively meet the volume challenge. We continue to work with physicians to implement the most current evidence-based medicine techniques to improve the way we provide care. As a result of these efforts, our hospitals have improved substantially in quality metrics reported by the government and have been recognized by several managed care companies for their quality of care. We believe that quality of care improvements will continue to have the effect of increasing physician and patient satisfaction, potentially improving our volumes.

Bad Debt-Like other organizations in the health care industry, we continue to provide services to a high volume of uninsured patients and more patients than in prior years with an increased burden of co-payments and deductibles as a result of changes in their health care plans. The discounting components of our Compact with Uninsured Patients ("Compact") have reduced our provision for doubtful accounts recorded in our Condensed Consolidated Financial Statements, but they do not mitigate the net economic effects of treating uninsured or underinsured patients. We continue to experience a high level of uncollectible accounts, and we continue to focus, where applicable, on placement of patients in various government programs such as Medicaid. However, unless our business mix shifts toward a greater number of insured patients or the trend of higher co-payments and deductibles reverses, we anticipate this high level of uncollectible accounts to continue.

Cost Pressures-Labor and supply expenses remain a significant cost pressure facing us as well as the industry in general. Controlling labor costs in an environment of fluctuating patient volumes and increased labor union activity will continue to be a challenge. Also, inflation and technology improvements are driving supply costs higher, and our efforts to control supply costs through product standardization, bulk purchases and improved utilization are constantly challenged.

General Economic Conditions-We believe the current economic downturn, tightening in the credit markets, and instability in the banking and financial institution industries has had some impact on our volumes and has affected our ability to collect outstanding receivables. A significant amount of our admissions comes through our emergency rooms and, therefore, is not usually materially impacted by broad economic factors. However, our levels of elective procedures and our ability to collect


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accounts receivable, due to the related effects of higher unemployment and reductions in commercial managed care enrollment, may be materially impacted if the current economic environment continues. We could also be negatively affected if California, Florida or other states reduce funding of Medicaid and other state healthcare programs.

RESULTS OF OPERATIONS-OVERVIEW

Our results of operations have been and continue to be influenced by industry-wide challenges, including fluctuating volumes, decreased demand for inpatient cardiac procedures and high levels of bad debt, that have negatively affected our revenue growth and operating expenses. We believe our future profitability will be achieved through volume growth, appropriate reimbursement levels and cost control across our portfolio of hospitals. Provided below is detailed information about our volumes, revenues and expenses for the three months ended March 31, 2009 and 2008. In order to disclose trends using data comparable to the prior-year period, operating statistics in this section and throughout Management's Discussion and Analysis are presented on a same-hospital basis, where noted, and exclude the results of Sierra Providence East Medical Center, which opened in May 2008, because we do not yet have a full calendar year of operating results for that hospital. In addition, we have provided certain information regarding our March 31, 2009 results of operations taking into consideration that there was an extra day in the prior-year period because 2008 was a Leap Year.

                                                             Same-Hospital Continuing
                                                                    Operations
                                                           Three Months Ended March 31,
                                                                                  Increase
Admissions, Patient Days and Surgeries                  2009         2008        (Decrease)
Commercial managed care admissions                      34,468       35,616            (3.2 )%
Governmental managed care admissions                    30,727       27,981             9.8 %
Medicare admissions                                     42,449       44,634            (4.9 )%
Medicaid admissions                                     16,027       16,829            (4.8 )%
Uninsured admissions                                     5,518        5,894            (6.4 )%
Charity care admissions                                  2,601        2,379             9.3 %
Other admissions                                         3,533        3,774            (6.4 )%
Total admissions                                       135,323      137,107            (1.3 )%
Paying admissions (excludes charity and uninsured)     127,204      128,834            (1.3 )%
Charity admissions and uninsured admissions              8,119        8,273            (1.9 )%
Admissions through emergency department                 78,074       78,380            (0.4 )%
Commercial managed care admissions as a percentage
of total admissions                                       25.5 %       26.0 %          (0.5 )%(1)
Emergency department admissions as a percentage of
total admissions                                          57.7 %       57.2 %           0.5 %(1)
Uninsured admissions as a percentage of total
admissions                                                 4.1 %        4.3 %          (0.2 )%(1)
Charity admissions as a percentage of total
admissions                                                 1.9 %        1.7 %           0.2 %(1)
Surgeries - inpatient                                   38,468       38,508            (0.1 )%
Surgeries - outpatient                                  51,835       49,507             4.7 %
Total surgeries                                         90,303       88,015             2.6 %
Patient days - total                                   674,099      697,274            (3.3 )%
Adjusted patient days(2)                               980,360      983,127            (0.3 )%
Patient days - commercial managed care                 142,044      147,283            (3.6 )%
Average length of stay (days)                              5.0          5.1            (0.1 )(1)
Adjusted patient admissions(2)                         197,928      194,592             1.7 %
Number of general hospitals (at end of period)              49           49               - (1)
Licensed beds (at end of period)                        13,470       13,438             0.2 %
Average licensed beds                                   13,464       13,457             0.1 %
Utilization of licensed beds(3)                           55.6 %       56.9 %          (1.3 )%(1)

(1) The change is the difference between the amounts shown for the three months ended March 31, 2009 as compared to the three months ended March 31, 2008.

(2) Adjusted patient days/admissions represents actual patient days/admissions adjusted to include outpatient services by multiplying actual patient days/admissions by the sum of gross inpatient revenues and outpatient revenues and dividing the results by gross inpatient revenues.

(3) Utilization of licensed beds represents patient days divided by number of days in the period divided by average licensed beds.

Total same-hospital admissions declined by 1.3% in the three months ended March 31, 2009 as compared to the same period in 2008; however, the decline is 0.1% when adjusted for the additional day in the three months ended March 31, 2008 due


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to 2008 being a Leap Year. Our Central region achieved positive admissions growth in the quarter, but admissions declines were recorded in our other regions. There was also a 1.9% decline in charity and uninsured admissions. Commercial managed care admissions declined by 3.2% compared to the three months ended March 31, 2008; however, the decline is 2.0% when adjusted for the additional day in the 2008 period. Surgery growth remained strong in the three months ended March 31, 2009, supported by growth in outpatient surgeries of 4.7%. Inpatient surgeries were essentially flat relative to the three months ended March 31, 2008.

                                                             Same-Hospital Continuing
                                                                    Operations
                                                           Three Months Ended March 31,
                                                                                  Increase
Outpatient Visits                                       2009         2008        (Decrease)
Total visits                                           972,047      965,200             0.7 %
Paying visits (excludes charity and uninsured)         873,084      853,417             2.3 %
Charity care visits                                      7,605        5,720            33.0 %
Charity care visits as a percentage of total visits        0.8 %        0.6 %           0.2 %(1)
Uninsured visits                                        91,358      106,063           (13.9 )%
Uninsured visits as a percentage of total visits           9.4 %       11.0 %          (1.6 )%(1)
Surgery visits                                          51,835       49,507             4.7 %
Commercial managed care visits                         347,770      352,887            (1.5 )%
Commercial visits as a percentage of total visits         35.8 %       36.6 %          (0.8 )%(1)

(1) The change is the difference between the amounts shown for the three months ended March 31, 2009 as compared to the three months ended March 31, 2008.

Total same-hospital outpatient visits increased by 0.7% and paying outpatient visits (which excludes charity and uninsured outpatient visits) increased by 2.3% in the three months ended March 31, 2009 as compared to the same period in 2008. Total same-hospital outpatient visits increased approximately 1.8% and paying outpatient visits increased by 3.4% when adjusted for the additional day in the three months ended March 31, 2008. Commercial managed care outpatient visits declined 1.5% in the three months ended March 31, 2009 compared to the same period in 2008, or approximately 0.4% when adjusted for the additional day in the 2008 period. Further, commercial managed care emergency department visits declined by 5.0%. This decline is believed to be related to the weak economic environment, as well as the migration of certain emergency department visits to alternative sites for care. Total emergency department visits across all payer classes increased by 0.5%. The impact of new outpatient centers on visits was approximately offset by the loss of outpatient visits from outpatient centers that were either closed or divested since the three months ended March 31, 2008. Our Central and Florida regions, as well as our Philadelphia market, all reported growth in outpatient visits in excess of 3%, while declines were reported in our California and Southern States regions.

                                                        Same-Hospital Continuing
                                                               Operations
                                                      Three Months Ended March 31,
                                                                            Increase
Revenues                                             2009         2008     (Decrease)
Net operating revenues                             $   2,257    $  2,178          3.6 %
Net patient revenue from commercial managed care   $     882    $    844          4.5 %
Revenues from the uninsured                        $     142    $    158        (10.1 )%
Net inpatient revenues(1)                          $   1,512    $  1,478          2.3 %
Net outpatient revenues(1)                         $     665    $    627          6.1 %

(1) Net inpatient revenues and net outpatient revenues are components of net operating revenues. Net inpatient revenues include self-pay revenues of $60 million and $69 million for the three months ended March 31, 2009 and 2008, respectively. Net outpatient revenues include self-pay revenues of $82 million and $89 million for the three months ended March 31, 2009 and 2008, respectively.

Prior-year cost report adjustments contributed approximately $11 million to net operating revenues in the three months ended March 31, 2009. Prior-year cost report adjustments made no material contribution to net operating revenues in the three months ended March 31, 2008.


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                                                                           Same-Hospital Continuing
                                                                                  Operations
                                                                         Three Months Ended March 31,
                                                                                                Increase
Revenues on a Per Patient Day, Per Admission and Per Visit Basis        2009         2008      (Decrease)
Net inpatient revenue per admission                                  $   11,173    $ 10,780           3.6 %
Net inpatient revenue per patient day                                $    2,243    $  2,120           5.8 %
Net outpatient revenue per visit                                     $      684    $    650           5.2 %
Net patient revenue per adjusted patient admission(1)                $   10,999    $ 10,818           1.7 %
Net patient revenue per adjusted patient day(1)                      $    2,221    $  2,141           3.7 %
Managed care: net inpatient revenue per admission                    $   11,930    $ 11,548           3.3 %
Managed care: net outpatient revenue per visit                       $      807    $    770           4.8 %

(1) Adjusted patient days/admissions represents actual patient days/admissions adjusted to include outpatient services by multiplying actual patient days/admissions by the sum of gross inpatient revenues and outpatient revenues and dividing the results by gross inpatient revenues.

Pricing improvement was evident across all key metrics, primarily reflecting the improved terms of our commercial managed care contracts. The growth in net inpatient revenue per admission of 3.6% in the three months ended March 31, 2009 as compared to the same period in 2008 was constrained by the decline in commercial managed care admissions of 3.2% compared to the 2008 period.

                                                                 Same-Hospital Continuing
                                                                        Operations
                                                               Three Months Ended March 31,
                                                                                      Increase
Selected Operating Expenses                                   2009         2008      (Decrease)
Salaries, wages and benefits                                $     967    $    953           1.5 %
Supplies                                                    $     392    $    379           3.4 %
Other operating expenses                                    $     472    $    482          (2.1 )%
Total                                                       $   1,831    $  1,814           0.9 %
Rent/lease expense(1)                                       $      36    $     35           2.9 %
Salaries, wages and benefits per adjusted patient day(2)    $     986    $    969           1.8 %
Supplies per adjusted patient day(2)                        $     400    $    386           3.6 %
Other operating expenses per adjusted patient day(2)        $     481    $    490          (1.8 )%
Total per adjusted patient day                              $   1,867    $  1,845           1.2 %

(1) Included in other operating expenses.

(2) Adjusted patient days represent actual patient days adjusted to include outpatient services by multiplying actual patient days by the sum of gross inpatient revenues and outpatient revenues and dividing the results by gross inpatient revenues.

On a per adjusted patient day basis, salaries, wages and benefits increased 1.8% in the three months ended March 31, 2009 as compared to the same period in 2008. This increase is primarily due to merit increases for our employees and increased health benefits costs, partially offset by a decline in full-time employee headcount, reduced contract labor expense, lower stock compensation expense, a lower 401(k) match percentage effective January 1, 2009, and lower overtime costs. Contract labor expense, which is included in salaries, wages and benefits, was $29 million in the three months ended March 31, 2009, a decrease of $14 million, or 33%, as compared to the same period in 2008.

Supplies expense per adjusted patient day increased by 3.6% in the three months ended March 31, 2009 compared to the same period in 2008. The increase in supplies expense is primarily due to the increased number of surgeries and increased utilization of high cost implants, as well as the use of high cost drugs. A portion of the increase in supplies expense is offset by revenue growth related to payments we receive from certain payers.

Other operating expenses per adjusted patient day decreased by 1.8% in the three months ended March 31, 2009 as compared to the same period in 2008. Contributing to this decrease was a $19 million, or 48%, decline in total hospital malpractice expense to $21 million in the three months ended March 31, 2009, compared to $40 million in the same period in 2008. This decrease is primarily attributable to improved claims experience. A decline in consulting costs also had a favorable impact on other operating expenses. The favorable impact of these items was partially offset by increases in other items, including higher physician fees relating to increased emergency department on-call payments and increases in the costs of contracted services.


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                                                             Same-Hospital Continuing
                                                                    Operations
                                                                Three Months Ended
                                                                    March 31,
                                                                                 Increase
Provision for Doubtful Accounts                          2009        2008       (Decrease)
Provision for doubtful accounts                         $  153      $  147             4.1 %
Provision for doubtful accounts as a percentage of
net operating revenues                                     6.8 %       6.7 %           0.1 %(1)
Collection rate from self-pay                             31.4 %      35.0 %          (3.6 )%(1)
Collection rate from managed care payers                  97.9 %      98.3 %          (0.4 )%(1)

(1) The change is the difference between the amounts shown for the three months ended March 31, 2009 as compared to the three months ended March 31, 2008.

Provision for doubtful accounts was 6.8% and 6.7% of net operating revenues for the three months ended March 31, 2009 and 2008, respectively. The provision for . . .

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