<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transaction period from ____ to ____
Commission File Number 000-18799
-----------
HEALTH MANAGEMENT ASSOCIATES, INC.
- - --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 61-0963645
- - -------------------------------- ------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
5811 Pelican Bay Boulevard, Suite 500, Naples, Florida 33963-2710
- - ---------------------------------------------------------- --------------
(Address of principal executive offices) (Zip Code)
(813)598-3131
----------------------------------------------------
(Registrant's telephone number, including area code)
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, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
--- ---
At May 3, 1996, the following shares of the Registrant were outstanding:
Class A Common Stock 70,395,811 shares
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996
INDEX
-----
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Statements of Income --
Three Months Ended March 31, 1996 and 1995.................... 3
Consolidated Statements of Income --
Six Months Ended March 31, 1996 and 1995...................... 4
Consolidated Balance Sheets--
March 31, 1996 and September 30, 1995......................... 5
Consolidated Statements of Cash Flows--
Six Months Ended March 31, 1996 and 1995...................... 6
Notes to Interim Condensed Consolidated Financial Statements... 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...................... 8-11
PART II. OTHER INFORMATION........................................ 12
Signatures.......................................................... 13
Index To Exhibits................................................... 14-16
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
March 31,
--------------------------
1996 1995
----------- ----------
<S> <C> <C>
Net patient service revenue................... $184,826,000 $144,776,000
Costs and expenses:
Salaries and benefits........................ 61,952,000 47,689,000
Supplies and expenses........................ 53,342,000 43,446,000
Provision for doubtful accounts.............. 17,396,000 13,457,000
Depreciation and amortization................ 6,479,000 5,295,000
Rent expense................................. 3,867,000 3,065,000
Interest, net................................ 688,000 1,148,000
------------ ------------
Total costs and expenses.................... 143,724,000 114,100,000
------------ ------------
Income before income taxes.................... 41,102,000 30,676,000
Provision for income taxes ................... 16,132,000 12,040,000
------------ ------------
Net income ................................... $ 24,970,000 $ 18,636,000
============ ============
Net income per share.......................... $ .34 $ .26
============ ============
Weighted average number of common and common
equivalent shares outstanding ............... 73,620,000 71,973,000
============ ============
</TABLE>
See accompanying notes.
3
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Six months ended
March 31,
---------------------------
1996 1995
------------ ------------
<S> <C> <C>
Net patient service revenue...................... $336,769,000 $260,192,000
Costs and expenses:
Salaries and benefits......................... 116,301,000 89,434,000
Supplies and expenses......................... 101,421,000 80,142,000
Provision for doubtful accounts............... 31,803,000 23,752,000
Depreciation and amortization................. 12,408,000 9,735,000
Rent expense.................................. 7,619,000 5,970,000
Interest, net................................. 1,342,000 1,867,000
------------ ------------
Total costs and expenses.................. 270,894,000 210,900,000
------------ ------------
Income before income taxes....................... 65,875,000 49,292,000
Provision for income taxes ...................... 25,856,000 19,347,000
------------ ------------
Net income ...................................... $ 40,019,000 $ 29,945,000
============ ============
Net income per share............................. $ .55 $ .42
============ ============
Weighted average number of common and common
equivalent shares outstanding .................. 73,297,000 71,829,000
============ ============
</TABLE>
See accompanying notes.
4
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
------
<TABLE>
<CAPTION>
March 31, September 30,
1996 1995
------------ ------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents........................ $ 69,470,000 $ 75,326,000
Receivables--net................................. 102,026,000 77,050,000
Supplies, prepaids and other assets.............. 16,388,000 14,077,000
Funds held by trustee............................ 1,709,000 1,479,000
Income taxes - receivable and deferred........... 613,000 5,446,000
------------ ------------
Total current assets.......................... 190,206,000 173,378,000
Property, plant and equipment...................... 409,229,000 365,419,000
Less accumulated depreciation and amortization .. 93,308,000 82,140,000
------------ ------------
Net property, plant and equipment ........... 315,921,000 283,279,000
Other assets:
Funds held by trustee........................... 105,000 72,000
Deferred charges and other assets............... 14,471,000 10,269,000
------------ ------------
Total........................................ 14,576,000 10,341,000
------------ ------------
$520,703,000 $466,998,000
============ ============
</TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<TABLE>
<CAPTION>
Current liabilities:
<S> <C> <C>
Accounts payable.................................. $ 24,307,000 $ 21,545,000
Accrued expenses and other liabilities............ 24,140,000 22,515,000
Current maturities of long-term debt.............. 7,015,000 6,571,000
------------ ------------
Total current liabilities.................... 55,462,000 50,631,000
Deferred income taxes............................... 18,399,000 18,399,000
Other long-term liabilities......................... 13,062,000 12,297,000
Long-term debt...................................... 71,545,000 67,721,000
Stockholders' equity:
Preferred stock, $.01 par value, 5,000,000
shares authorized............................... - -
Common stock, Class A, $.01 par value, 150,000,000
shares authorized, 70,392,000 and 69,178,000
shares issued and outstanding at March 31,
1996 and September 30, 1995, respectively....... 704,000 692,000
Additional paid-in capital........................ 138,108,000 133,853,000
Retained earnings ................................ 223,423,000 183,405,000
------------ ------------
Total stockholders' equity .................. 362,235,000 317,950,000
------------ -----------
$520,703,000 $466,998,000
============ ============
</TABLE>
See accompanying notes.
5
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six months ended
March 31,
----------------------------
1996 1995
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income...................................... $ 40,019,000 $ 29,945,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization................ 12,408,000 9,735,000
Loss on sale of fixed assets................. 198,000 48,000
Changes in assets and liabilities:
Receivables--net........................... (13,662,000) (12,554,000)
Other current assets....................... (1,131,000) (2,028,000)
Deferred charges and other assets.......... (4,761,000) (1,126,000)
Accounts payable........................... 1,895,000 5,186,000
Accrued expenses and other liabilities..... (936,000) 3,815,000
Income taxes--
currently payable and deferred........... 4,833,000 (2,796,000)
Other long term liabilities................ 765,000 721,000
------------ ------------
Net cash provided by operating
activities............................. 39,628,000 30,946,000
------------ ------------
Cash flows from investing activities:
Acquisition of facilities, net of cash acquired. (30,239,000) (46,857,000)
Additions to property, plant and equipment ..... (16,534,000) (11,452,000)
Proceeds from sale of equipment................. 16,000 28,000
------------ ------------
Net cash used in investing activities... (46,757,000) (58,281,000)
------------ ------------
Cash flows from financing activities:
Proceeds from long-term borrowings.............. 643,000 -
Principal payments on debt...................... (3,373,000) (3,814,000)
Increase in funds held by trustee............... (263,000) (403,000)
Issuance of common stock, net of costs.......... 4,266,000 838,000
------------ ------------
Net cash provided by (used in)
financing activities.................. 1,273,000 (3,379,000)
------------ ------------
Net decrease in cash.............. (5,856,000) (30,714,000)
Cash and cash equivalents at beginning of period.. 75,326,000 109,384,000
------------ ------------
Cash and cash equivalents at end of period........ $ 69,470,000 $ 78,670,000
============ ============
</TABLE>
See accompanying notes.
6
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
- - -------------------------
The consolidated balance sheet as of September 30, 1995 has been derived
from the audited consolidated financial statements included in Health Management
Associates, Inc.'s (the Company's) 1995 Annual Report. The interim consolidated
financial statements at March 31, 1996 and for the three and six month periods
ended March 31, 1996 and 1995 are unaudited; however, such interim statements
reflect all adjustments (consisting only of a normal recurring nature) which
are, in the opinion of management, necessary for a fair presentation of the
financial position and results of operations for the interim periods presented.
The results of operations for the interim periods presented are not necessarily
indicative of the results to be expected for the full year. The interim
financial statements should be read in conjunction with the audited consolidated
financial statements of the Company included in its 1995 Annual Report.
2. Acquisitions
- - ----------------
Effective January 1, 1996 the Company entered into a thirty year lease
agreement for a 195 bed acute care hospital for consideration totalling
$37,915,000, including $32,230,000 in cash paid at closing and funded from
available cash on hand. The agreement requires the Company to pay the lessor
annual rent of $500,000 at the beginning of each lease year. The following
summarizes a preliminary allocation of the total consideration to the major
categories of assets acquired and liabilities assumed:
Working capital $12,757,000
Leasehold acquisition rights 29,851,000
Lease obligation payable (4,685,000)
Long-term debt (8,000)
-----------
$37,915,000
===========
Effective December 1, 1994 the Company purchased certain assets of a 208-
bed hospital for consideration totalling $46,555,000, including $45,573,000 in
cash funded from available cash on hand. The operating results of the hospital
have been included in the Company's Condensed Consolidated Statements of Income
from the date of acquisition.
The following unaudited pro forma combined summary of operations of the
Company for the six months ended March 31, 1995 gives effect to the operation of
the hospital purchased in December 1994 as if the acquisition of the hospital
had occurred as of October 1, 1994:
Six months ended
March 31, 1995
----------------
Net patient service revenue $269,239,000
Net income $ 30,397,000
Net income per share $ .43
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
---------------------
Three months ended March 31, 1996 compared
------------------------------------------
to three months ended March 31, 1995
------------------------------------
Net patient service revenue for the three months ended March 31,
1996 ("1996 Period") was $184,826,000, as compared to $144,776,000 for
the three months ended March 31, 1995 ("1995 Period"). This represented
an increase in net patient service revenue of $40,050,000, or 27.7%.
Hospitals in operation for the entire 1996 Period and 1995 Period
("same store hospitals") provided $10,074,000 of the increase in net
patient service revenue, which resulted primarily from inpatient and
outpatient volume increases. The remaining increase of $29,976,000
included $30,178,000 of net patient service revenue from the
acquisition of the 116-bed Byerly Hospital effective September 1, 1995,
the 158-bed Bulloch Memorial Hospital effective October 1, 1995 and the
195-bed Northwest Mississippi Regional Medical Center effective January
1, 1996, offset by a decrease of $202,000 in Corporate and
miscellaneous revenue.
During the 1996 Period the Company's hospitals generated total
patient days of service and an occupancy rate of 116,135 and 48.4%,
respectively, versus 98,979 and 50.8%, respectively, for the 1995
Period. Same store patient days and occupancy for the 1996 Period were
96,017 and 48.7%, respectively, versus 98,979 and 50.8%, respectively
for the 1995 Period. Same store admissions for the Company during the
1996 Period were 18,273, up 3.0% from the 17,746 admissions during the
1995 Period.
The Company's operating expenses (salaries and benefits, supplies
and expenses, provision for doubtful accounts and rent expense) for the
1996 Period were $136,556,000 or 73.9% of net patient service revenue
as compared to $107,657,000 or 74.4% of net patient service revenue for
the 1995 Period. Of the total $28,899,000 increase, approximately
$4,408,000 related to same store hospitals, which was largely
attributable to the increased patient volumes. Another $23,624,000 of
increased operating expense related to the acquisitions mentioned
previously. The remaining increase of $867,000 represented an increase
in Corporate and miscellaneous other operating expenses.
The Company's earnings before depreciation and amortization,
interest and income taxes were $48,269,000 for the 1996 Period as
compared to $37,119,000 for the 1995 Period, an increase of $11,150,000
or 30.0%. The EBITDA margin was 26.1% for the 1996 Period compared to
25.6% for the 1995 Period.
The Company's depreciation and amortization costs increased by
$1,184,000 and interest expense decreased by $460,000. The increase in
depreciation and amortization resulted primarily from the acquisitions
mentioned previously. The decrease in interest expense reflects higher
investment income in the 1996 Period, which is netted against interest
expense.
8
<PAGE>
Item 2. Management's discussion and Analysis of Financial
Condition and Results of Operations (continued)
The Company's income before income taxes was $41,102,000 for the
1996 Period as compared to $30,676,000 for the 1995 Period, an increase
of $10,426,000 or 34.0%. The increase resulted primarily from same-
store volume increases and the acquisitions mentioned previously. The
Company's provision for income taxes was $16,132,000 for the 1996
Period as compared to $12,040,000 for the 1995 Period. These provisions
reflect effective income tax rates of 39.25% for both periods. As a
result of the foregoing, the Company's net income was $24,970,000 for
the 1996 Period as compared to $18,636,000 for the 1995 Period.
Results of Operations
---------------------
Six months ended March 31, 1996 compared
----------------------------------------
to six months ended March 31, 1995
----------------------------------
Net patient service revenue for the six months ended March 31,
1996 ("1996 Six Month Period") was $336,769,000, as compared to
$260,192,000 for the six months ended March 31, 1995 ("1995 Six Month
Period"). This represented an increase in net patient service revenue
of $76,577,000, or 29.4%. Same store hospitals provided $17,804,000 of
the increase in net patient service revenue, which resulted primarily
from inpatient and outpatient volume increases and an acuity increase.
The remaining increase of $58,773,000 included $59,342,000 of net
patient service revenue from the acquisitions previously mentioned,
offset by a decrease of $569,000 of Corporate and miscellaneous
revenue.
During the 1996 Six Month Period the Company's hospitals generated
total patient days of service and an occupancy rate of 209,286 and
45.1%, respectively, versus 180,139 and 47.2%, respectively, for the
1995 Six Month Period. Same store patient days and occupancy for the
1996 Six Month Period were 162,325 and 45.3%, respectively, versus
168,534 and 47.3%, respectively, for the 1995 Six Month Period. Same
store admissions for the Company during the 1996 Six Month Period were
31,367, up 3.2% from the 30,406 admissions during the 1995 Six Month
Period.
The Company's operating expenses for the 1996 Six Month Period
were $257,144,000 or 76.4% of net patient service revenue as compared
to $199,298,000 or 76.6% of net patient service revenue for the 1995
Six Month Period. Of the total $57,846,000 increase, approximately
$11,918,000 related to same store hospitals, which was largely
attributable to increased patient volumes. Another $44,917,000 of
increased operating expense related to the hospital acquisitions
mentioned previously. The remaining increase of $1,011,000 represented
an increase in Corporate and miscellaneous other operating expenses.
9
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
The Company's earnings before depreciation and amortization,
interest and income taxes were $79,625,000 for the 1996 Six Month
Period as compared to $60,894,000 for the 1995 Six Month Period, an
increase of $18,731,000 or 30.8%. The Company's EBITDA margin increased
to 23.6% for the 1996 Six Month Period, as compared to 23.4% for the
1995 Six Month Period.
The Company's depreciation and amortization costs increased by
$2,673,000 and interest expense decreased by $525,000. The increase in
depreciation and amortization resulted primarily from the acquisitions
previously mentioned. The decrease in interest expense reflects higher
investment income in the 1996 Six Month Period, which is netted against
interest expense.
The Company's income before income taxes was $65,875,000 for the
1996 Six Month Period as compared to $49,292,000 for the 1995 Six Month
Period, an increase of $16,583,000, or 33.6%. The increase resulted
primarily from same-store volume increases and the acquisitions
mentioned previously. The Company's provision for income taxes was
$25,856,000 for the 1996 Six Month Period as compared to $19,347,000
for the 1995 Six Month Period. These provisions reflect effective
income tax rates of 39.25% for both periods. As a result of the
foregoing, the Company's net income was $40,019,000 for the 1996 Six
Month Period as compared to $29,945,000 for the 1995 Six Month Period.
Liquidity and Capital Resources
-------------------------------
The Company's operating cash flows totaled $39,628,000 for the
1996 Six Month Period as compared to $30,946,000 for the 1995 Six Month
Period. The positive cash flows resulted from the Company's increased
profitability and management of its working capital. The Company's
investing activities used $46,757,000 and $58,281,000 for the 1996 Six
Month Period and 1995 Six Month Period, respectively. Acquisitions and
ongoing capital expenditure requirements accounted for the majority of
funds used in investing activities. Financing activities provided net
cash of $1,273,000 for the 1996 Six Month Period and used $3,379,000
during the 1995 Six Month Period. See the Condensed Consolidated
Statements of Cash Flows for the six months ended March 31, 1996 and
1995 at page 6 of this Report.
10
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
The Company had approximately $85,000,000 of available cash on
hand at April 30, 1996. In addition, the Company has a total of $310
million of credit available under its two unsecured lines of credit.
The Company's credit agreements contain certain covenants which,
without prior consent of the banks, limit certain activities of the
Company and its subsidiaries, including those relating to merger,
consolidation and the Company's ability to secure indebtedness, make
guarantees, and grant security interests. The Company must also
maintain minimum levels of consolidated tangible net worth, debt
service coverage, and debt to cash flow and net worth.
11
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
-----------------
None.
Item 2. Changes in Securities.
---------------------
None.
Item 3. Defaults upon Senior Securities.
-------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
At the Annual Meeting of Stockholders of the Company held on February
21, 1996, the stockholders of the Company approved proposals to:
a) ratify the Company's 1996 Executive Incentive Compensation Plan
(35,378,812 votes for; 17,140,356 votes against).
b) ratify Amendment No. 4 to the Company's 1993 Non-Statutory Stock
Option Plan (55,304,123 votes for; 1,301,583 votes against).
c) ratify Amendment No. 6 to the Company's 1991 Non-Statutory
Stock Option Plan (55,296,453 votes for; 1,305,489 votes against).
d) ratify the Company's Stock Option Plan for Outside Directors
(49,922,214 votes for; 2,259,940 votes against).
Item 5. Other Information.
-----------------
None.
Item 6. Exhibits and Reports on Form 8-K.
--------------------------------
a. Exhibits:
--------
See Index to Exhibits located on page 14.
b. Reports on Form 8-K:
-------------------
None
12
<PAGE>
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.
HEALTH MANAGEMENT ASSOCIATES, INC.
DATE: May 7, 1996 BY: /s/ Stephen M. Ray
--------------------------------
Stephen M. Ray
Senior Vice President-Finance
(Duly authorized officer and
Principal Financial Officer)
13
<PAGE>
INDEX TO EXHIBITS
(2) Plan of acquisition, reorganization, arrangement, liquidation or
succession.
Not applicable.
(3) (i) Articles of Incorporation
3.1 The Fifth Restated Certificate of Incorporation, previously filed and
included as Exhibit 3.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1995, is incorporated herein by
reference.
(ii) By-laws
The By-laws, as amended, previously filed and included as Exhibit 3.2
to the Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1995, is incorporated herein by reference.
(4) Instruments defining the rights of security holders, including indentures.
The Fourth Restated Certificate of Incorporation, previously filed and
included as Exhibit 3.4 to the Company's Registration Statement on Form
S-1, Amendment No. 2 (Registration No. 33-36406), is incorporated
herein by reference.
The Certificate of Amendment of the Fourth Restated Certificate of
Incorporation, previously included as Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the fiscal year ended September 30, 1992, is
incorporated herein by reference.
By-laws, as amended, previously filed and included as Exhibit 3.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ended December 31,
1995, is incorporated herein by reference.
Amended and Restated Credit Agreement, dated September 29, 1998, between
Liberty National Bank and Trust Company of Louisville, the Company, HMA
Holding Corp. and certain subsidiaries, including subsequent Amendments
One through Five thereto, previously filed and included as Exhibits 4.7
through 4.11 and 4.15 to the Company's Registration Statement on Form S-1
(Registration No. 33-36406), is incorporated herein by reference.
Sixth Amendment to Amended and Restated Credit Agreement, dated June 10,
1991, between the Company and Liberty National Bank and Trust Company of
Louisville, previously filed and included as Exhibit 4.17 to the Company's
Registration Statement on Form S-1 (Registration No. 33-43193), is
incorporated herein by reference.
Seventh Amendment to Amended and Restated Credit Agreement, dated June 16,
1992, between the Company and Liberty National Bank and Trust Company of
Louisville, previously filed and included as Exhibit 4.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1992, is
incorporated herein by reference.
14
<PAGE>
INDEX TO EXHIBITS (Continued)
Eighth Amendment to Amended and Restated Credit Agreement, dated November
30, 1992, between the Company and Liberty National Bank and Trust Company
of Louisville, previously filed and included as Exhibit 4.10 to the
Company's Annual Report on Form 10-K for the fiscal year ended September
30, 1992, is incorporated herein by reference.
Ninth Amendment to Amended and Restated Credit Agreement, dated October 18,
1993, between the Company and Liberty National Bank and Trust Company of
Louisville, previously filed and included as Exhibit 4.14 to the Company's
Annual Report on Form 10-K for the fiscal year ended September 30, 1993, is
incorporated herein by reference.
Term Loan Agreement among Riverview Regional Medical Center, Inc. and NCNB
National Bank of Florida, the Bank of Nova Scotia and the Banks named
therein, dated July 6, 1992, Parent Guaranty Agreement made as of July 6,
1992, and Interest Rate Swap transaction, effective July 15, 1992,
previously filed and included as Exhibit 4.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1992, is incorporated
herein by reference.
Fourth Amended and Restated Credit and Reimbursement Agreement among the
Company and NationsBank of Florida National Association and the Banks named
therein, dated December 1, 1994, previously filed and included as Exhibit
4.12 to the Company's Annual Report on Form 10-K for the year ended
September 30, 1994, is incorporated herein by reference.
Amended and Restated Parent Guaranty Agreement of Health Management
Associates, Inc. related to a Term Loan agreement made July 6, 1992 among
Riverview Regional Medical Center, Inc., NationsBank of Florida, National
Association, and the Banks named therein, made as of December 1, 1994,
previously filed and included as Exhibit 4.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1995, is incorporated
herein by reference.
Credit Agreement between Gaffney HMA, Inc. and First Union National Bank of
North Carolina, dated September 2, 1993, and Guaranty Agreement between
Health Management Associates, Inc. and First Union National Bank of North
Carolina, made as of September 2, 1993, previously filed and included as
Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995, are incorporated herein by reference.
Modification Agreement (to the Guaranty Agreement between Health Management
Associates, Inc. and First Union National Bank of North Carolina related to
the Credit Agreement dated September 2, 1993 between Gaffney HMA, Inc. and
First Union National Bank of North Carolina) between Health Management
Associates, Inc. and First Union National Bank of North Carolina, made as
of December 16, 1994, previously filed and included as Exhibit 4.3 to the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1995, is incorporated herein by reference.
15
<PAGE>
INDEX TO EXHIBITS (Continued)
Modification Agreement (to the Guaranty Agreement dated November 20, 1987
for a Mortgage Construction Loan to Orlando HMA, Inc.) by and between
Health Management Associates, Inc. and First Union National Bank of
Florida, made as of April 10, 1995, previously filed and included as
Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995, is incorporated herein by reference.
Modification Agreement (to the Guaranty Agreement dated August 19, 1988 for
a Mortgage Construction Loan to Martin HMA, Inc.) by and between Health
Management Associates, Inc. and First Union National Bank of Florida, made
as of April 10, 1995, previously filed and included as Exhibit 4.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995
is incorporated herein by reference.
(10) Material contracts
Amendment No. 1 to the Health Management Associates, Inc. 1996 Executive
Incentive Compensation Plan is included herein as Exhibit 10.1 at page 17
of this Report.
(11) Statement re computation of per share earnings.
Statement re computation of per share earnings is included herein as
Exhibit 11.1 at page 19 of this Report.
(15) Letter re unaudited interim financial information.
Not Applicable.
(18) Letter re change in accounting principles.
Not Applicable.
(19) Report furnished to security holders.
Not Applicable.
(22) Published report regarding matters submitted to vote of security holders.
Not Applicable.
(23) Consents of experts and counsel.
Not Applicable.
(24) Power of Attorney.
Not Applicable.
(27) Financial Data Schedule.
Financial Data Schedule is included herein as Exhibit 27.1 at page 20 of
this report.
(99) Additional exhibits.
Not Applicable.
16
<PAGE>
EXHIBIT 10.1
AMENDMENT NO.1
TO THE
HEALTH MANAGEMENT ASSOCIATES, INC.
1996 EXECUTIVE INCENTIVE COMPENSATION PLAN
Effective February 20, 1996
WHEREAS, Health Management Associates, Inc., a Delaware corporation (the
"Company"), has established the Health Management Associates, Inc. 1996
Executive Incentive Compensation Plan, effective December 12, 1995 and approved
by the Company's stockholders on February 20, 1996 (the "1996 EICP"); and
WHEREAS, pursuant to Section 10(e) of the 1996 EICP, the Board of Directors
of the Company has authorized, approved and adopted the amendments to the 1996
EICP set forth herein;
NOW, THEREFORE, the 1996 EICP is hereby amended, effective February 20,
1996, as follows:
1. A new Section "6(d)(v)" is hereby added to Section "6(d) Restricted
Stock." of the 1996 EICP, to provide in its entirety as follows (with the
remainder of said Section 6(d) being unchanged and unaffected by this Amendment
and continuing in full force and effect):
"(v) Restriction Periods. Except as provided in Section 9(a)-
(iii) hereof, all Restricted Stock shall be subject to restriction
periods of at least three years, provided that Restricted Stock that
is based on the achievement of performance goals shall be subject to
restriction periods of at least one year. The provisions of this
Section 6(d)(v) shall be mandatory under the Plan, as contemplated by
Section 6(a) hereof. Notwithstanding the foregoing, the Committee may
provide, either at the time of grant or by amendment, that the
restriction periods applicable to Restricted Stock shall be waived in
the event of termination of employment due to death, disability,
normal retirement or approved early retirement."
2. A new Section "10(m)" is hereby added to Section "10. General
Provisions." of the 1996 EICP, to provide in its entirety as follows
(with the remainder of said Section 10 being unchanged and unaffected
by this Amendment and continuing in full force and effect):
"(m) Option Repricing. Notwithstanding the provisions of Section
10(e) hereof, neither the Board nor the Committee may waive any
condition under, nor amend, alter, suspend, discontinue or terminate,
any Award theretofore granted, or any Award agreement relating
thereto, if the effect thereof is to reprice an outstanding Option
having an exercise price then in excess of the Fair Market Value of
Stock, except under the following conditions: (i) such repricing is
authorized by the Committee, composed entirely of independent
17
<PAGE>
directors, to fulfill a legitimate corporate purpose, such as
retention of a key employee; and (ii) such repricing is rarely
effected, and then only to maintain Option value due to extreme
circumstances beyond management's control; and (iii) such repricing
is effected with respect to no more than 3% of the total number of
shares of Stock reserved and available for delivery in connection
with Awards under the Plan; provided, however, that any adjustment
made pursuant to Section 10(c) hereof shall not be deemed to be a
'repricing' within the contemplation of this Section 10(m)."
3. Except as amended hereby, the 1996 EICP shall remain in full force
and effect in accordance with its terms.
This Amendment No. 1 to the Health Management Associates, Inc. 1996
Executive Incentive Compensation Plan was authorized, approved and adopted by
the Board of Directors of the Company on February 20, 1996.
/s/ Robb L. Smith
-----------------------------
Robb L. Smith, Secretary
18
<PAGE>
Exhibit 11.1
HEALTH MANAGEMENT ASSOCIATES, INC.
COMPUTATION OF EARNINGS PER SHARE
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended Six months ended
March 31, March 31,
------------------ ------------------
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net income.............................. $ 24,970 $ 18,636 $ 40,019 $ 29,945
======== ======== ======== ========
PRIMARY
Weighted average number of common shares
outstanding during the period........... 70,139 69,042 69,831 69,011
Exercise of options, net of assumed
purchase of treasury shares with
proceeds therefrom....................... 3,481 2,931 3,466 2,818
-------- -------- -------- --------
Weighted average number of common
shares outstanding during the
period as adjusted.................. 73,620 71,973 73,297 71,829
======== ======== ======== ========
Net income per share...................... $ .34 $ .26 $ .55 $ .42
======== ======== ======== ========
FULLY DILUTED
Weighted average number of common shares
outstanding during the period........... 70,139 69,042 69,831 69,011
Exercise of options, net of assumed
purchase of treasury shares with
proceeds therefrom....................... 3,779 3,089 3,994 3,099
-------- -------- -------- --------
Weighted average number of common
shares outstanding during the
period as adjusted.................. 73,918 72,131 73,825 72,110
======== ======== ======== ========
Net income per share...................... $ .34 $ .26 $ .54 $ .42
======== ======== ======== ========
</TABLE>
19
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS INCLUDED IN FORM 10-Q FOR MARCH 31, 1996 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1995
<PERIOD-END> MAR-31-1996
<CASH> 69,470,000
<SECURITIES> 0
<RECEIVABLES> 102,026,000
<ALLOWANCES> 0
<INVENTORY> 16,388,000
<CURRENT-ASSETS> 190,206,000
<PP&E> 409,229,000
<DEPRECIATION> 93,308,000
<TOTAL-ASSETS> 520,703,000
<CURRENT-LIABILITIES> 55,462,000
<BONDS> 71,545,000
<COMMON> 704,000
0
0
<OTHER-SE> 361,531,000
<TOTAL-LIABILITY-AND-EQUITY> 520,703,000
<SALES> 0
<TOTAL-REVENUES> 336,769,000
<CGS> 0
<TOTAL-COSTS> 237,749,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 31,803,000
<INTEREST-EXPENSE> 1,342,000
<INCOME-PRETAX> 65,875,000
<INCOME-TAX> 25,856,000
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 40,019,000
<EPS-PRIMARY> .55
<EPS-DILUTED> 0
</TABLE>
