<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 June 30, 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 34108
- ---------------------------------------------------------- --------------
(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 July 31, 1996 the following shares of the Registrant were outstanding:
Class A Common Stock 105,677,493 shares
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
INDEX
-----
PART I. FINANCIAL INFORMATION Page
ITEM 1. FINANCIAL STATEMENTS
Consolidated Statements of Income --
Three Months Ended June 30, 1996 and 1995.................... 3
Consolidated Statements of Income --
Nine Months Ended June 30, 1996 and 1995..................... 4
Consolidated Balance Sheets--
June 30, 1996 and September 30, 1995......................... 5
Consolidated Statements of Cash Flows--
Nine Months Ended June 30, 1996 and 1995..................... 6
Notes to Interim Consolidated Financial Statements............. 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS........................ 9-12
PART II. OTHER INFORMATION......................................... 13
SIGNATURES.......................................................... 14
INDEX TO EXHIBITS.....................................................15-17
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended
June 30,
------------------------------------
1996 1995
------------------ ----------------
<S> <C> <C>
Net patient service revenue......... $184,356,000 $136,977,000
Costs and expenses:
Salaries and benefits............ 63,043,000 44,682,000
Supplies and expenses............ 55,136,000 40,417,000
Provision for doubtful accounts.. 14,654,000 11,573,000
Depreciation and amortization.... 6,725,000 5,265,000
Rent expense..................... 4,083,000 3,344,000
Interest, net.................... 920,000 1,164,000
------------ ------------
Total costs and expenses..... 144,561,000 106,445,000
------------ ------------
Income before income taxes.......... 39,795,000 30,532,000
Provision for income taxes ......... 15,619,000 11,983,000
------------ -----------
Net income ......................... $ 24,176,000 $ 18,549,000
=========== ===========
Net income per share................ $ .22 $ .17
=========== ===========
Weighted average number of common and common
equivalent shares outstanding .... 110,869,000 108,160,000
=========== ===========
</TABLE>
See accompanying notes.
3
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Nine months ended
June 30,
--------------------------
1996 1995
------------ ------------
<S> <C> <C>
Net patient service revenue......... $521,125,000 $397,169,000
Costs and expenses:
Salaries and benefits............ 179,344,000 134,116,000
Supplies and expenses............ 156,557,000 120,559,000
Provision for doubtful accounts.. 46,457,000 35,325,000
Depreciation and amortization.... 19,133,000 15,000,000
Rent expense..................... 11,702,000 9,314,000
Interest, net.................... 2,262,000 3,031,000
------------ ------------
Total costs and expenses..... 415,455,000 317,345,000
------------ ------------
Income before income taxes.......... 105,670,000 79,824,000
Provision for income taxes ......... 41,475,000 31,330,000
------------ ------------
Net income ......................... $ 64,195,000 $ 48,949,000
============ ============
Net income per share................ $ .58 $ .45
============ ============
Weighted average number of common
and common equivalent shares
outstanding ........................ 110,307,000 107,870,000
============ ============
</TABLE>
See accompanying notes.
4
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
------
<TABLE>
<CAPTION>
June 30, September 30,
1996 1995
------------ ------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents..................... $ 15,980,000 $ 75,326,000
Receivables--net.............................. 114,968,000 77,050,000
Supplies, prepaids and other assets........... 17,784,000 14,077,000
Funds held by trustee......................... 1,786,000 1,479,000
Income taxes - receivable and deferred........ - 5,446,000
------------ ------------
Total current assets......................... 150,518,000 173,378,000
Property, plant and equipment.................. 492,240,000 365,419,000
Less accumulated depreciation and
amortization................................. 99,686,000 82,140,000
------------ ------------
Net property, plant and equipment............ 392,554,000 283,279,000
Other assets:
Funds held by trustee......................... 120,000 72,000
Deferred charges and other assets............. 15,982,000 10,269,000
------------ ------------
Total........................................ 16,102,000 10,341,000
----------- ------------
$559,174,000 $466,998,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable.............................. $ 28,614,000 $ 21,545,000
Accrued expenses and other liabilities........ 27,877,000 22,515,000
Current maturities of long-term debt.......... 8,528,000 6,571,000
Income taxes--currently payable and deferred.. 2,016,000 -
------------ ------------
Total current liabilities............... 67,035,000 50,631,000
Deferred income taxes.......................... 18,399,000 18,399,000
Other long-term liabilities.................... 13,376,000 12,297,000
Long-term debt................................. 70,138,000 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, 105,643,000 and 103,767,000
shares issued and outstanding at June 30,
1996 and September 30, 1995, respectively.... 1,056,000 1,038,000
Additional paid-in capital.................... 141,571,000 133,507,000
Retained earnings ............................ 247,599,000 183,405,000
------------ ------------
Total stockholders' equity .................. 390,226,000 317,950,000
------------ ------------
$559,174,000 $466,998,000
============ ============
</TABLE>
See accompanying notes.
5
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine months ended
June 30,
---------------------------------
1996 1995
------------------ -------------
<S> <C> <C>
Cash flows from operating activities:
Net income........................................... $ 64,195,000 $ 48,494,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization..................... 19,133,000 15,000,000
Loss on sale of fixed assets...................... 203,000 54,000
Changes in assets and liabilities:
Receivables--net................................ (19,348,000) ( 8,623,000)
Other current assets............................ (1,231,000) (2,312,000)
Deferred charges and other assets............... (6,770,000) (1,750,000)
Accounts payable................................ 2,836,000 4,470,000
Accrued expenses and other liabilities.......... (1,688,000) 4,106,000
Income taxes--
currently payable and deferred................ 7,462,000 (2,304,000)
Other long term liabilities..................... 1,079,000 766,000
------------- ------------
Net cash provided by operating activities ... 65,871,000 57,901,000
------------- ------------
Cash flows from investing activities:
Acquisition of facilities, net of cash acquired...... (99,640,000) (46,857,000)
Additions to property, plant and equipment .......... (28,753,000) (19,757,000)
Proceeds from sale of equipment...................... 27,000 29,000
------------- ------------
Net cash used in investing activities........ (128,366,000) (66,585,000)
------------- ------------
Cash flows from financing activities:
Proceeds from long-term borrowings................... 791,000 3,543,000
Principal payments on debt........................... (5,368,000) (5,643,000)
Increase in funds held by trustee.................... (355,000) (459,000)
Issuance of common stock, net of costs............... 8,081,000 1,379,000
------------- ------------
Net cash provided by (used in)
financing activities....................... 3,149,000 (1,180,000)
------------- ------------
Net decrease in cash................... (59,346,000) (9,864,000)
Cash and cash equivalents at beginning of period....... 75,326,000 109,384,000
------------- ------------
Cash and cash equivalents at end of period............. $ 15,980,000 $ 99,520,000
============= ============
</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 June 30, 1996 and for the three and nine
month periods then ended 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
(operating) 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:
<TABLE>
<S> <C>
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
===========
</TABLE>
Effective June 11, 1996 the Company entered into a thirty year
(capitalized) lease agreement for a 208 bed acute care hospital for
consideration totalling $69,776,000, including $68,490,000 in cash paid at
closing and funded from available cash on hand. The following summarizes a
preliminary allocation of the total consideration to the major categories of
assets acquired and liabilities assumed:
<TABLE>
<S> <C>
Working capital $ 6,463,000
Plant and equipment 64,600,000
Long-term debt (1,287,000)
-----------
$69,776,000
===========
</TABLE>
7
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. Acquisitions (continued)
- --------------------------------
The operating results of the foregoing hospitals have been
included in the Company's Consolidated Statements of Income from the respective
dates of acquisition. The following unaudited pro forma combined summary of
operations of the Company for the nine months ended June 30, 1996 gives effect
to the operation of the hospitals purchased in January 1996 and June 1996 as if
the hospital acquisitions had occurred as of October 1, 1995:
<TABLE>
<CAPTION>
Nine months ended
June 30, 1996
-----------------
<S> <C>
Net patient service revenue $ 561,660,000
Net income $ 64,878,000
Net income per share $ .59
</TABLE>
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
---------------------
Three months ended June 30, 1996 compared
-----------------------------------------
to three months ended June 30, 1995
-----------------------------------
Net patient service revenue for the three months ended June 30,
1996 ("1996 Period") was $184,356,000, as compared to $136,977,000 for
the three months ended June 30, 1995 ("1995 Period"). This represented
an increase in net patient service revenue of $47,379,000, or 34.6%.
Hospitals in operation for the entire 1996 Period and 1995 Period ("same
store hospitals") provided $10,943,000 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
$36,436,000 included $36,550,000 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, the 195-
bed Northwest Mississippi Regional Medical Center effective January 1,
1996 and the 208-bed Midwest City Regional Hospital effective June 1,
1996, offset by a decrease of $114,000 in Corporate and miscellaneous
revenue.
During the 1996 Period the Company's hospitals generated total
patient days of service and an occupancy rate of 102,636 and 41.7%,
respectively, versus 81,837 and 41.5%, respectively, for the 1995 Period.
Same store patient days and occupancy for the 1996 Period were 81,268 and
41.2%, respectively, versus 81,837 and 41.5%, respectively for the 1995
Period. Same store admissions for the Company during the 1996 Period
were 15,804, up 1.3% from the 15,596 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 $136,916,000 or 74.3% of net patient service
revenue as compared to $100,016,000 or 73.0% of net patient service
revenue for the 1995 Period. Of the total $36,900,000 increase,
approximately $7,496,000 related to same store hospitals, which was
attributable to increased patient volumes. Another $28,915,000 of
increased operating expense related to the acquisitions mentioned
previously. The remaining increase of $489,000 represented an increase
in Corporate and miscellaneous other operating expenses.
The Company's earnings before depreciation and amortization,
interest and income taxes were $47,440,000 for the 1996 Period as
compared to $36,961,000 for the 1995 Period, an increase of $10,479,000
or 28.4%. The EBITDA margin was 25.7% for the 1996 Period compared to
27.0% for the 1995 Period. The decreased EBITDA margin resulted from
lower margins on the net patient service revenue contributed by the
acquisitions mentioned previously.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
The Company's depreciation and amortization costs increased by
$1,460,000 and interest expense decreased by $244,000. 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.
The Company's income before income taxes was $39,795,000 for
the 1996 Period as compared to $30,532,000 for the 1995 Period, an
increase of $9,263,000 or 30.3%. The increase resulted primarily from
same-store volume increases and the acquisitions mentioned previously.
The Company's provision for income taxes was $15,619,000 for the 1996
Period as compared to $11,983,000 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 $24,176,000 for the
1996 Period as compared to $18,549,000 for the 1995 Period.
Results of Operations
---------------------
Nine months ended June 30, 1996 compared
----------------------------------------
to Nine months ended June 30, 1995
----------------------------------
Net patient service revenue for the nine months ended June 30,
1996 ("1996 Nine Month Period") was $521,125,000, as compared to
$397,169,000 for the nine months ended June 30, 1995 ("1995 Nine Month
Period"). This represented an increase in net patient service revenue of
$123,956,000, or 31.2%. Same store hospitals provided $25,363,000 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 $98,593,000 included $99,276,000 of net patient
service revenue from the acquisitions previously mentioned, offset by a
decrease of $683,000 of Corporate and miscellaneous revenue.
During the 1996 Nine Month Period the Company's hospitals
generated total patient days of service and an occupancy rate of 312,119
and 43.9%, respectively, versus 261,976 and 45.3%, respectively, for the
1995 Nine Month Period. Same store patient days and occupancy for the
1996 Nine Month Period were 236,010 and 44.0%, respectively, versus
243,407 and 45.5%, respectively, for the 1995 Nine Month Period. Same
store admissions for the Company during the 1996 Nine Month Period were
45,758, up 2.1% from the 44,836 admissions during the 1995 Nine Month
Period.
The Company's operating expenses for the 1996 Nine Month Period
were $394,060,000 or 75.6% of net patient service revenue as compared to
$299,314,000 or 75.4% of net patient service revenue for the 1995 Nine
Month Period. Of the total $94,746,000 increase, approximately
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
$18,501,000 related to same store hospitals, which was largely
attributable to increased patient volumes. Another $74,745,000 of
increased operating expense related to the hospital acquisitions
mentioned previously. The remaining increase of $1,500,000 represented
an increase in Corporate and miscellaneous other operating expenses.
The Company's earnings before depreciation and amortization,
interest and income taxes were $127,065,000 for the 1996 Nine Month
Period as compared to $97,855,000 for the 1995 Nine Month Period, an
increase of $29,210,000 or 29.9%. The Company's EBITDA margin decreased
slightly to 24.4% for the 1996 Nine Month Period, as compared to 24.6%
for the 1995 Nine Month Period.
The Company's depreciation and amortization costs increased by
$4,133,000 and interest expense decreased by $769,000. 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 Nine Month Period, which is netted against
interest expense.
The Company's income before income taxes was $105,670,000 for
the 1996 Nine Month Period as compared to $79,824,000 for the 1995 Nine
Month Period, an increase of $25,846,000, or 32.4%. The increase
resulted primarily from same-store volume increases and the acquisitions
mentioned previously. The Company's provision for income taxes was
$41,475,000 for the 1996 Nine Month Period as compared to $31,330,000 for
the 1995 Nine 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 $64,195,000 for the 1996 Nine Month Period as
compared to $48,494,000 for the 1995 Nine Month Period.
Liquidity and Capital Resources
-------------------------------
The Company's operating cash flows totaled $65,871,000 for the
1996 Nine Month Period as compared to $57,901,000 for the 1995 Nine 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 $128,366,000 and $66,585,000 for the 1996 Nine
Month Period and 1995 Nine Month Period, respectively. Acquisitions and
ongoing capital expenditure requirements accounted for substantially all
of the funds used in investing activities. Financing activities provided
net cash of $3,149,000 for the 1996 Nine Month Period and used $1,180,000
during the 1995 Nine Month Period. See the Condensed Consolidated
Statements of Cash Flows for the Nine months ended June 30, 1996 and 1995
at page 6 of this Report.
11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
The Company had approximately $25,000,000 of available cash
on hand at July 31, 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.
At the present time, the Company anticipates that cash on hand,
internally generated funds and funds available under its lines of credit
will be sufficient to satisfy the Company's requirements for capital
expenditures, future acquisitions and working capital.
12
<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
---------------------------------------------------
None.
Item 5. Other Information.
-----------------
None.
Item 6. Exhibits and Reports on Form 8-K.
--------------------------------
a. Exhibits:
--------
See Index to Exhibits located on page 15.
b. Reports on Form 8-K:
-------------------
Form 8-K Reporting Date -- June 10, 1996
Item Reported -- Item 2. Acquisition or Disposition of Assets. On June
10, the Company completed the acquisition of the Midwest City Regional Hospital,
a 208-bed hospital located in Midwest City, Oklahoma County, Oklahoma. The
transaction, which was the result of an arms-length negotiation, includes a
thirty year lease of the buildings and equipment from the Midwest City Memorial
Hospital Authority. The total acquisition cost was approximately $69,776,000,
which included defeasement of two outstanding bond issues, retirement of one
outstanding mortgage, the assumption of certain other debt, and the purchase of
the hospital's working capital. The transaction was effective June 1, 1996,
pursuant to a Definitive Agreement and Lease Agreement, both dated May 21, 1996.
Form 8-K/A Amendment No. 1 to Form 8-K dated June 10, 1996
Item Reported --Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits. The Company filed information required by this Item 7
relative to the acquisition of the 208-bed hospital as described in the
Company's Current Report on Form 8-K dated June 10, 1996.
13
<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: August 9, 1996 BY: /s/ Stephen M. Ray
-------------------------------
Stephen M. Ray
Senior Vice President-Finance
(Duly authorized officer and
Principal Financial Officer)
14
<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.
15
<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.
16
<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
Not applicable
(11) Statement re computation of per share earnings.
Statement re computation of per share earnings is included herein as
Exhibit 11.1 at page 18 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 19 of
this Report.
(99) Additional Exhibits.
Not applicable.
17
<PAGE>
Exhibit 11.1
HEALTH MANAGEMENT ASSOCIATES, INC.
COMPUTATION OF EARNINGS PER SHARE
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended Nine months ended
June 30, June 30,
------------------ ------------------
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net income...................................... $ 24,176 $ 18,549 $ 64,195 $ 48,494
======== ======== ======== ========
PRIMARY
Weighted average number of common shares
outstanding during the period............ 105,615 103,595 105,036 103,543
Exercise of options, net of assumed
purchase of treasury shares with
proceeds therefrom............................ 5,254 4,565 5,271 4,327
-------- -------- -------- --------
Weighted average number of common
shares outstanding during the
period as adjusted............................ 110,869 108,160 110,307 107,870
======== ======== ======== ========
Net income per share............................ $ .22 $ .17 $ .58 $ .45
======== ======== ======== ========
FULLY DILUTED
Weighted average number of common shares
outstanding during the period................. 105,615 103,595 105,036 103,543
Exercise of options, net of assumed
purchase of treasury shares with
proceeds therefrom............................ 5,254 4,635 5,421 4,327
-------- -------- -------- --------
Weighted average number of common
shares outstanding during the
period as adjusted....................... 110,869 108,230 110,457 107,870
======== ======== ======== ========
Net income per share............................ $ .22 $ .17 $ .58 $ .45
======== ======== ======== ========
</TABLE>
18
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS INCLUDED WITHIN THE COMPANY'S JUNE 30, 1996 FORM 10-Q
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1995
<PERIOD-END> JUN-30-1996
<CASH> 15,980,000
<SECURITIES> 0
<RECEIVABLES> 114,968,000
<ALLOWANCES> 0
<INVENTORY> 17,784,000
<CURRENT-ASSETS> 150,518,000
<PP&E> 492,240,000
<DEPRECIATION> 99,686,000
<TOTAL-ASSETS> 559,174,000
<CURRENT-LIABILITIES> 67,035,000
<BONDS> 70,138,000
0
0
<COMMON> 1,056,000
<OTHER-SE> 389,170,000
<TOTAL-LIABILITY-AND-EQUITY> 559,174,000
<SALES> 0
<TOTAL-REVENUES> 521,125,000
<CGS> 0
<TOTAL-COSTS> 366,736,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 46,457,000
<INTEREST-EXPENSE> 2,262,000
<INCOME-PRETAX> 105,670,000
<INCOME-TAX> 41,475,000
<INCOME-CONTINUING> 64,195,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 64,195,000
<EPS-PRIMARY> .58
<EPS-DILUTED> 0
</TABLE>
