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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to_________________
Commission File No. 000-18799
HEALTH MANAGEMENT ASSOCIATES, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 61-0963645
- ---------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5811 Pelican Bay Boulevard
Suite 500
Naples, Florida 34108-2710
---------------------------------- ------------------------------------
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (941) 598-3131
--------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -----------------------
Class A Common Stock, New York Stock Exchange
$.01 par value
Securities registered pursuant to Section 12(g) of the Act:
None
---------------------------------
(Title of Class)
This Reports consists of 73 pages.
The Index to Exhibits is located at page 46 of this Report.
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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 (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No _____
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant is $1,842,092,061. Market value is determined by reference to
the listed price of the Registrant's Class A Common Stock as of the close of
business on December 10, 1996.
The number of shares outstanding of each of the Registrant's classes of
common stock, as of December 10, 1996, is as follows:
Number of Shares
Outstanding as of
Class December 10, 1996
----- ------------------
Class A Common Stock, par value $.01 per share 106,470,185
Documents incorporated by reference and the Part of the Form 10-K into
which they are incorporated are listed hereunder.
PART OF FORM 10-K DOCUMENT INCORPORATED BY REFERENCE
- ----------------- ----------------------------------
Part III, Items 10, 11, 12 and 13 Registrant's proxy statement to be
issued in connection with the Annual
Meeting of Stockholders of the
Registrant to be held on February 18,
1997
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PART I
ITEM 1. BUSINESS
GENERAL
Health Management Associates, Inc. (the "Company" or the "Registrant") was
incorporated in Delaware in 1979 and succeeded to the operations of its
subsidiary, Hospital Management Associates, Inc., which was formed in 1977. The
Company provides a broad range of general acute care health services in nonurban
communities. As of September 30, 1996, the Company operated 21 general acute
care hospitals with a total of 2,660 licensed beds and four psychiatric
hospitals with a total of 306 licensed beds. For the year ended September 30,
1996 ("Fiscal 1996"), the acute care hospital operations accounted for
approximately 94% of the Company's net patient service revenue and the
psychiatric hospital operations accounted for approximately 4%. See Item 2
"Properties".
BUSINESS STRATEGY
The Company pursues a business strategy of efficiently and profitably
operating its existing base of facilities and selectively acquiring additional
100 to 300 bed acute care hospitals located in nonurban communities in market
areas of 40,000 to 300,000 people in the southeastern and southwestern United
States. The Company seeks to acquire at reasonable prices acute care hospitals
which are the sole or predominant health care providers in their market service
areas. In evaluating potential acquisitions, the Company requires a hospital's
market service area to exhibit a demographic need for the facility and to have
an established physician base which can be augmented by the Company's ability to
attract additional physicians to the community. Many of the hospitals the
Company has acquired were unprofitable at the time of acquisition. Upon
acquiring a facility, the Company employs a well-qualified executive director
and controller, implements its proprietary management information system,
recruits physicians, introduces strict cost control measures with respect to
hospital staffing and volume purchasing under Company-wide agreements, and
spends the necessary capital to renovate the facility and upgrade equipment.
The Company strives to provide at least 90% of the acute care needs of each
community its hospitals serve, thereby reducing the out-migration of potential
patients to hospitals in larger urban areas.
The Company manages each acquired hospital to maximize operating margins
and return on capital within the first 36 months of operations, a time period
which the Company believes is sufficient to fully implement the plan of
improvement. Generally, the Company has been successful in achieving a
significant improvement in the operating performance of its facilities within
this time period. Once a facility has matured, the Company generally achieves
additional growth through favorable demographic trends, the continued growth of
physicians' practice in the community, expansion of health care services offered
and selective rate increases.
The Company also selectively reviews potential acquisitions of psychiatric
hospitals on an opportunistic basis. The demographic criteria for a psychiatric
hospital is a minimum service area of about 250,000 people. The psychiatric
hospital business is characterized by substantial competition within a market
area and requires a substantial investment in marketing.
See Item 2 "Properties" for a description of the Company's current
facilities.
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OPERATIONS AND MARKETING
Upon acquisition of a hospital, the Company immediately implements its
policies to achieve its financial and operating goals. The Company (i)
appraises current management personnel and makes necessary changes, (ii) seeks
to reduce expenses by managing staffing more effectively and purchasing supplies
through volume agreements, (iii) improves billings and collections and (iv)
installs its proprietary management information system. The Company's flexible
staffing program allows the Company to manage its labor costs effectively by
properly staffing a hospital based on current occupancy, utilizing a combination
of full-time and part-time employees. The Company's management information
system provides the executive director and the controller with the necessary
financial and operational information to operate the hospital effectively and to
implement the Company's flexible staffing program. Based on the information
gathered, the Company can also assist physicians in appropriate case management.
The Company also attempts to increase admissions and outpatient business
through marketing programs. The marketing programs of each of the Company's
hospitals are directed by the hospital's executive director to best suit the
particular geographic, demographic and economic characteristics of the
hospital's market area. A key element of the Company's marketing strategy is to
establish and maintain a cooperative relationship with its physicians. The
Company pursues an active physician recruitment program to attract and retain
qualified specialists and other physicians to broaden the services available.
The Company's hospitals often provide newly recruited physicians with various
services to assist them in opening and commencing the operation of their
practices, including staffing assistance, financial support, and equipment and
office rental subsidies. Such costs are generally expensed as incurred. The
Company's hospitals also pursue various strategies aimed at increasing
utilization of their services, particularly emergency and outpatient services.
For example, some hospitals offer an emergency service program which calls for a
60-second response to an emergency room patient. Some hospitals also provide a
one-day surgery service available on weekends.
The Company relies more heavily on marketing for psychiatric hospitals than
for acute care hospitals. The Company believes that marketing through direct
mail, community programs, radio spots and broadcast media is an effective method
of increasing business at its psychiatric hospitals because these hospitals
obtain patients from a broader range of referral sources, including self-
referral and family referral. See "Competition -- Psychiatric Hospitals" in
this Item 1. These marketing programs highlight various psychiatric disorders,
encouraging the affected person or family to seek help from one of the Company's
psychiatric hospitals.
The Company considers its management structure to be decentralized. Its
hospitals are run by experienced executive directors and controllers having both
authority and responsibility for day-to-day operations. Incentive compensation
programs have been implemented to reward such managers for accomplishing
established goals. The Company employs a relatively small corporate staff to
provide services such as systems design and development, marketing assistance,
training, human resource management, reimbursement, technical accounting
support, purchasing and construction management. Financial control is
maintained through fiscal and accounting policies which are established at the
corporate level for use at the hospitals. Financial information is centralized
at the corporate level through the Company's proprietary management information
system.
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SELECTED OPERATING STATISTICS
The following table sets forth selected operating statistics for the
Company's hospitals for the periods and dates indicated.
<TABLE>
<CAPTION>
Year ended September 30,
----------------------------
1994 1995 1996
-------- -------- --------
<S> <C> <C> <C>
Total hospitals owned or leased
(as of the end of period)................ 19 21 24
Licensed beds (as of end of period)........ 1,958 2,282 2,841
Admissions................................. 55,985 63,729 82,701
Patient days............................... 317,639 340,485 419,418
Acute care average length of stay (days)... 5.3 4.9 4.7
Psychiatric average length of stay (days).. 12.7 12.0 12.2
Occupancy rate (1)......................... 43% 44% 43%
Outpatient utilization (2)................. 31% 32% 34%
Earnings before depreciation, interest
and income taxes margin.................. 23% 24% 24%
</TABLE>
________________________
(1) Hospital occupancy rates are affected by many factors, including the
population size and general economic conditions within the service area,
the degree of variation in medical and surgical products, outpatient use of
hospital services, quality and treatment availability at competing
hospitals, and seasonality. Generally, the Company's hospitals experience
a seasonal decline in occupancy in the first and fourth fiscal quarters.
(2) Outpatient revenue as a percent of Total Patient Service Revenue (as
defined in "Sources of Revenue" in this Item 1).
COMPETITION
Acute Care Hospitals. The healthcare industry is highly competitive and in
recent years has been characterized by increased competition for patients and
staff physicians, a shift from inpatient to outpatient settings and increased
consolidation. The principal factors contributing to these trends are advances
in medical technology, cost-containment efforts by managed care payors,
employers and traditional health insurers, changes in regulations and
reimbursement policies, increases in the number and type of competing health
care providers and changes in physician practice patterns. A hospital will
compete within the geographic area in which it operates by distinguishing itself
based on the quality and scope of medical services provided. With respect to
the delivery of general acute care services, most of the Company's hospitals
face less competition in their immediate patient service areas than would be
expected in larger communities. While the Company's hospitals are generally the
predominant provider in their respective communities, most of its hospitals face
competition; however, that competition is generally limited to a single
competitor in each respective market. The Company seeks to provide at least 90%
of the health care needs in each community its hospital serves. For the
specialized treatment of diseases, such as neurological and major
cardiopulmonary disorders and health problems of relatively low incidence in the
population served, requiring specialized technology, residents in the Company's
service areas will generally be referred for treatment at major medical centers.
The competitive position of a hospital is increasingly affected by its
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ability to negotiate service contracts with purchasers of group health care
services. Such purchasers include employers, PPOs and HMOs. PPOs and HMOs
attempt to direct and control the use of hospital services through management of
care and either (i) receive discounts from a hospital's established charges or
(ii) pay based on a fixed per diem or on a capitated basis, where hospitals
receive fixed periodic payments based on the number of members of the
organization regardless of the actual services provided. To date, HMOs have not
been a competitive factor in the Company's nonurban hospitals. In addition,
employers and traditional health insurers are increasingly interested in
containing costs through negotiations with hospitals for managed care programs
and discounts from established charges. In return, hospitals secure commitments
for a larger number of potential patients. Accordingly, the Company has been
proactive in establishing or joining such programs to maintain, and even
increase, hospital services. Management believes the Company is able to compete
effectively in its markets, and does not believe such programs will have a
significant adverse impact on the Company's net revenue. See "Operations and
Marketing" in this Item 1.
Psychiatric Hospitals. Generally, the Company's psychiatric hospitals face
substantial competition in their market areas because the Company's psychiatric
hospitals compete in larger urban areas than do its acute care hospitals and
these hospitals also seek to draw patients from secondary service areas (service
referrals). Psychiatric hospitals generally benefit from a broader range of
referral sources than do acute care hospitals. Such referral sources include
physicians, social agencies, both private and governmental, community mental
health centers, local court systems, licensed non-medical professionals such as
psychologists, clergy and mental health counselors, self referrals and family
referrals. The Company's psychiatric hospitals engage in significant media
marketing as part of their comprehensive outreach programs. In recent years
third party payors have significantly reduced payments to psychiatric hospitals
through rate reductions, shorter inpatient lengths-of-stay, movement from
inpatient to outpatient treatments, and various alternative treatment programs.
The Company's psychiatric hospitals have been negatively affected by these
changes. However, as noted earlier in Item 1., psychiatric operations only
account for approximately 4% of the Company's net revenue.
Acquisitions. The Company faces competition for the acquisition of non-
urban community acute care hospitals from proprietary and not-for-profit multi-
hospital groups. Some of these competitors may have greater financial and other
resources than the Company. Historically, the Company has been able to acquire
hospitals at reasonable prices. However, increased competition for the
acquisition of nonurban community acute care hospitals could have an adverse
impact on the Company's ability to acquire such hospitals on favorable terms.
Consolidation. There has been significant consolidation in the hospital
industry over the past decade due, in large part, to continuing pressures on
payments from government and private payors and increasing shifts away from the
provision of traditional in-patient services. Those economic trends have caused
many hospitals to close and many to consolidate either through acquisitions or
affiliations. The Company believes that these cost containment pressures will
continue and will lead to further consolidation in the hospital industry.
SOURCES OF REVENUE
The Company receives payment for services rendered to patients from (i) the
federal government under the Medicare program, (ii) each of the states in which
its hospitals are located under the Medicaid program, and (iii) private insurers
and patients. The following table sets forth the approximate percentage of
Total
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Patient Service Revenue (defined as revenue from all sources before
deducting contractual allowances and discounts from established billing rates)
derived from the various sources of payment for the periods indicated.
<TABLE>
<CAPTION>
Year Ended September 30,
---------------------------
1994 1995 1996
-------- -------- -------
<S> <C> <C> <C>
Medicare................... 53% 55% 52%
Medicaid................... 12 12 13
Private and other sources.. 35 33 35
---- ---- ----
Total................. 100% 100% 100%
==== ==== ====
</TABLE>
Hospital revenues depend upon inpatient occupancy levels, the extent to
which ancillary services and therapy programs are ordered by physicians and
provided to patients and the volume of outpatient procedures. Reimbursement
rates for inpatient routine services vary significantly depending on the type of
service (e.g., acute care, intensive care or psychiatric) and the geographic
location of the hospital. The Company has experienced an increase in the
percentage of patient revenues attributable to outpatient services in recent
years. This increase is primarily the result of advances in medical technology
(which allow more services to be provided on an outpatient basis) and increased
pressures from Medicare, Medicaid and insurers to reduce hospital stays and
provide services, where possible, on a less expensive outpatient basis. The
Company's experience with respect to increased outpatient volume mirrors the
trend in the hospital industry.
Medicare. Most hospitals (including all of the Company's hospitals) derive
a substantial portion of their revenue from the Medicare program, which is a
federal government program designed to reimburse participating health care
providers for covered services rendered and items furnished to qualified
beneficiaries. The Medicare program is heavily regulated and subject to
frequent changes which in recent years have reduced, and in future years are
expected to continue to reduce, Medicare payments to hospitals. In light of its
hospitals' high percentage of Medicare patients, the Company's ability in the
future to operate its business successfully will depend in large measure on its
ability to adapt to changes in the Medicare program.
The Medicare program is designed primarily to provide health care services
to persons aged 65 and over and those who are chronically disabled or who have
End Stage Renal Disease ("ESRD"). The Medicare program is governed by the
Social Security Act of 1965 and is administered by the federal government,
primarily the Department of Health and Human Services ("DHHS") and the Health
Care Financing Administration ("HCFA").
Legislative action and federal regulatory changes during the past several
years have resulted in significant changes in the Medicare program. Formerly,
Medicare provided reimbursement for the reasonable direct and indirect costs of
hospital services furnished to beneficiaries, plus an allowed return on equity
for proprietary hospitals. Pursuant to the Social Security Amendments of 1983
("the Amendments") and subsequent budget reconciliation act modifications,
Congress adopted a prospective payment system ("PPS") to reimburse the routine
and ancillary operating costs of most Medicare inpatient hospital services.
Psychiatric, long-term care, rehabilitation and pediatric hospitals, as well as
psychiatric or rehabilitation units that are distinct parts of a hospital, are
exempt from PPS and continue to be reimbursed on a reasonable cost basis. In
addition, many outpatient services continue to be reimbursed, subject to certain
regulatory limitations, on a reasonable cost basis. The Company's four
psychiatric hospitals, which are currently exempt from PPS reimbursement, are
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subject to an operating cost per discharge limitation for Medicare reimbursement
purposes.
Under PPS, the Secretary of DHHS has established fixed payment amounts per
discharge for categories of hospital treatment, commonly known as diagnosis-
related groups ("DRGs"). DRG rates have been established for each individual
hospital participating in the Medicare program, in part based upon the
facility's geographic location. As a general rule under PPS, if a facility's
costs of providing care for the beneficiary are less than the predetermined DRG
rate, the facility retains the difference. Conversely, if the facility's costs
of providing the necessary service are more than the predetermined rate, the
facility must absorb the loss. Because DRG rates are based upon a statistically
normal distribution of severity, patients falling outside the normal
distribution are afforded additional payments and defined as "outliers." In
certain instances, additional payments may be received for outliers.
The DRG rates are updated annually to account for projected inflation.For
several years the annual updates or percentage increases to the DRG rates have
been lower than the actual inflation in the cost of goods and services purchased
by general hospitals. The inflation index used by HCFA to adjust the DRG rates
gives consideration to the cost of goods and services purchased by hospitals as
well as non-hospitals (the "market basket"). The increase in the market basket
for the year beginning October 1, 1996 is 2.5%. Pursuant to the Omnibus Budget
Reconciliation Act of 1993 ("OBRA-1993"), the net annual updates for "other
urban" hospitals has been set as follows: federal fiscal year ("FY") 1994,
market basket minus 2.5%; FY 1995, market basket minus 2.5%; FY 1996, market
basket minus 2.0%; FY 1997, market basket minus 0.5%; FY 1998 and thereafter,
the market basket percentage. In addition, pursuant to OBRA-1993, the net
updates for "rural standardized" hospitals are established as follows: FY 1994,
market basket minus 1%; FY 1995, the amount necessary to equalize the "other
urban" and "rural standardized" amounts; FY 1996, market basket minus 2.0%; FY
1997, market basket minus 0.5%; FY 1998 and thereafter, the market basket
percentage. In addition, OBRA-93 established update factors for sole community
hospitals and for Medicare-dependent, small rural hospitals at the market basket
percentage minus 2.3% for FY 1994 and the market basket percentage minus 2.2%
for FY 1995. For FY 1996 and thereafter, sole community hospitals and small
rural hospitals will use the same update factors as for all other hospitals. Of
the Company's current acute care hospitals, nine are located in "urban" areas,
ten are located in "rural" areas, and one is a "sole community hospital" as
classified by DHHS. Overall, the Company's facilities should benefit from these
changes because of the federal government's increase of payment to rural
hospitals over urban hospitals and because the 100% federal rate (as defined by
Medicare regulations) will improve the financial position of most facilities.
However, the Company cannot predict how future adjustments by Congress and the
HCFA will affect the profitability of its health care facilities.
Hospitals excluded from the PPS, such as psychiatric and rehabilitation
hospitals, receive reimbursement based on their reasonable costs, with limits
placed upon the annual rate of increase in operating costs per discharge. OBRA-
93 further limits these annual update factors to the hospital market basket
increase minus 1.0% for FY 1994 through FY 1997. Beginning in FY 1998, the
annual update factors will equal the hospital market basket percentage. The
Company currently has four hospitals that are exempt from the PPS, which
received a market basket increase of 2.5% effective for cost reporting periods
commencing in FY 1997.
Prior to October 1, 1990, Medicare payments for outpatient hospital-based
services were generally the lower of hospital costs or customary charges. Due
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to federal budget restraints, the Omnibus Budget Reconciliation Act of 1990
("OBRA-1990") reduced the cost component by 5.8% for FYs 1991 through 1995 so
that currently Medicare payments for the majority of outpatient services
generally are the lower of 94.2% of hospital costs, customary charges or a blend
of 94.2% of hospital costs and a fee schedule (such fee schedule generally being
lower than hospital costs). OBRA-1993 extended the 94.2% provision through FY
1998. Outpatient laboratory services are paid based on a fee schedule which is
substantially lower than customary charges. Certain ambulatory surgery
procedures are paid for at a rate based on a blend of hospital costs and the
rate paid by Medicare for similar procedures performed in free-standing
ambulatory surgery centers. Certain radiology and other diagnostic services are
paid on a blend of actual cost and prevailing area charge.
Payments under the Medicare program for capital related costs, for cost
reporting periods prior to October 1, 1991, were made on a reasonable cost
basis. Reasonable capital costs generally include depreciation, rent and lease
expense, capital interest, property taxes, insurance related to the physical
plant, fixed equipment and movable equipment. As a result of changes made to
the Social Security Act by the Omnibus Reconciliation Act of 1987 ("OBRA-1987")
hospitals paid under PPS for operating costs must be reimbursed for capital
costs on a prospective basis, effective with the cost reporting period beginning
October 1, 1991 (i.e., FY 1992). HCFA implemented the PPS for capital costs for
FY 1992 based upon FY 1989 Medicare inpatient capital costs per discharge
updated to FY 1992 by the estimated increase in Medicare capital costs per
discharge. A ten year transition period, beginning with FY 1992, was
established for the phasing-in of the capital PPS. Under the transition period
rules, hospitals with a hospital-specific capital rate below the standard
Federal rate are paid on a fully prospective methodology. Hospitals with a
hospital-specific rate above the standard Federal rate are paid based on a hold-
harmless method or 100% of the standard Federal rate, whichever results in the
higher payment. Beginning with cost reporting periods on or after October 1,
2001, at the end of the transition period, all hospitals are to be paid at the
standard Federal rate. Pursuant to OBRA-1993, the standard Federal rate is
decreased by 7.4% for discharges occurring after October 1, 1993.
The Medicare program reimburses each hospital on a reasonable cost basis
for the Medicare program's pro rata share of the hospital's allowable capital
costs related to outpatient services. Outpatient capital reimbursement was
reduced by 15% (i.e., 85% of outpatient capital costs) during FY 1990 and OBRA
1990 extended the 15% reduction through FY 1991. OBRA-1990 further directed
that outpatient capital reimbursement be reduced by only 10% beginning FY 1992
through FY 1995. OBRA-1993 extended the 10% reduction through FY 1998.
OBRA-1993 provides for certain budget targets through FY 1997 which, if not
met, may result in adjustments in payment rates. Both Congress and the current
Administration have proposed healthcare budgets that reduce federal payments to
hospitals and other providers. The Company anticipates that payments to
hospitals will be reduced as a result of future legislation but is unable to
predict what the amount of the final reduction will be.
Medicaid. The Medicaid program, created by the Social Security Act of
1965, is designed to provide medical assistance to individuals unable to afford
care. Medicaid is a joint federal and state program in which states voluntarily
participate. Payment rates and services covered under the Medicaid program are
set by each participating state. As a result, Medicaid payment rates and
covered services may vary from state to state. Approximately 50% of Medicaid
funding comes from the federal government, with the balance shared by the state
and local
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governments. The Medicaid program is administered by individual state
governments, subject to compliance with federally mandated requirements.
State Medicaid payment methodologies vary from state to state. The most
common methodologies are state Medicaid prospective payment systems or state
programs that negotiate payment rates with individual hospitals. Generally,
Medicaid payments are less than Medicare payments and are substantially less
than a hospital's cost of services. In 1991 Congress passed legislation
limiting the states' use of provider-specific taxes and donated funds to bolster
the state's share and obtain increased federal Medicaid matching funds. Certain
states in which the Company operates have adopted broad-based provider taxes to
fund their Medicaid programs in response to the 1991 legislation. Congress has
also established a national limit on disproportionate share hospital adjustments
(which are additional amounts required to be paid to hospitals defined as
providing a disproportionate amount of Medicaid and low-income inpatient
services). This legislation and the resulting state broad-based provider taxes
have adversely affected the Company's net Medicaid payments, but to date the net
impact has not been materially adverse.
The federal government and many states are currently considering additional
ways to limit the increase in the level of Medicaid funding, which also could
adversely affect future levels of Medicaid payments received by the Company's
hospitals. Because the Company cannot predict precisely what action the federal
government or the states will take as a result of existing and future
legislation, the Company is unable to assess the effect of such legislation on
its business. Like Medicare funding, Medicaid funding may also be affected by
health care reform legislation, and it is impossible to predict the effect such
legislation might have on the Company.
CHAMPUS. Some of the Company's hospitals provide services to retired and
certain other military personnel and their families pursuant to the Civilian
Health and Medical Program of Uniformed Services ("CHAMPUS") program. CHAMPUS
pays for inpatient acute hospital care on the basis of a prospectively
determined rate applied on a per discharge basis using DRGs similar to the
Medicare system. At this time, inpatient psychiatric hospital services are
reimbursed on an individual hospital per diem rate calculated based upon the
average charges for these services by all psychiatric hospitals. The Company
can make no assurance that the CHAMPUS program will continue per diem
reimbursement for psychiatric hospital services in the future.
The Medicare, Medicaid and CHAMPUS programs are subject to statutory and
regulatory changes, administrative rulings, interpretations and determinations,
requirements for utilization review and new governmental funding restrictions,
all of which may materially increase or decrease program payments as well as
affect the cost of providing services and the timing of payments to facilities.
The final determination of amounts earned under the programs often requires many
years, because of audits by the program representatives, providers' rights of
appeal and the application of numerous technical reimbursement provisions.
Management believes that adequate provision has been made for such adjustments.
Until final adjustment, however, significant issues remain unresolved and
previously determined allowances could become either inadequate or more than
ultimately required.
Commercial Insurance. The Company's hospitals provide services to
individuals covered by private health care insurance. Private insurance
carriers either reimburse their policy holders or make direct payments to the
Company's hospital based upon the particular hospital's established charges and
the
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particular coverage program that provides its subscribers with hospital
benefits through independent organizations that vary from state to state. The
Company's hospitals are paid directly by local Blue Cross organizations on the
basis agreed to by each hospital and Blue Cross by a written contract.
Recently, several commercial insurers have undertaken efforts to limit the
costs of hospital services by adopting prospective payment or DRG-based systems.
To the extend such efforts are successful, and to the extent that the insurers'
systems fail to reimburse hospitals for the costs of providing services to their
beneficiaries, such efforts may have a negative impact on the results of
operations of the Company's hospitals.
HEALTHCARE REFORM, REGULATION AND LICENSING
General. Healthcare, as one of the largest industries in the United
States, continues to attract much legislative interest and public attention.
Medicare, Medicaid, mandatory and other public and private hospital cost-
containment programs, proposals to limit healthcare spending, proposals to limit
prices and industry competitive factors are highly significant to the healthcare
industry. In addition, the healthcare industry is governed by a framework of
Federal and state laws, rules and regulations that are extremely complex and for
which the industry has the benefit of little or no regulatory or judicial
interpretation. Although the Company believes it is in compliance in all
material respects with such laws, rules and regulations, if a determination is
made that the Company was in material violation of such laws, rules or
regulations, its operations and financial results could be materially adversely
affected.
Licensure, Certification and Accreditation. Health care facility
construction and operation is subject to federal, state and local regulation
relating to the adequacy of medical care, equipment, personnel, operating
policies and procedures, fire prevention, rate-setting and compliance with
building codes and environmental protection laws. Facilities are subject to
periodic inspection by governmental and other authorities to assure continued
compliance with the various standards necessary for licensing and accreditation.
All of the Company's health care facilities are properly licensed under
appropriate state laws and are certified under the Medicare program or are
accredited by the Joint Commission on Accreditation of Health Care Organizations
("Joint Commission"), the effect of which is to permit the facilities to
participate in the Medicare/Medicaid programs. Should any Joint Commission
facility lose its accreditation, and then not become certified under the
Medicare program, the facility would be unable to receive reimbursement from the
Medicare/Medicaid programs. Management believes that the Company's facilities
are in substantial compliance with current applicable federal, state, local and
independent review body regulations and standards. The requirements for
licensure, certification and accreditation are subject to change and, in order
to remain qualified, it may be necessary for the Company to effect changes in
its facilities, equipment, personnel and services. Although the Company intends
to continue its qualification, there can be no assurance that its hospitals will
be able to comply in the future.
Utilization Review. In order to ensure efficient utilization of facilities
and services, federal regulations require that admissions to and the utilization
of facilities by Medicare and Medicaid patients be reviewed by a federally
funded Peer Review Organization ("PRO"). Pursuant to Federal law, the PRO must
review the need for hospitalization and the utilization of services, denying
admission
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of a patient or denying payment for services provided, where
appropriate. Each of the Company's facilities has contracted with a PRO and has
had in effect a quality assurance program that provides for retrospective
patient care evaluation and utilization review.
Certificates of Need. The construction of new facilities, the acquisition
of existing facilities, and the addition of new beds or services may be
reviewable by state regulatory agencies under a program frequently referred to
as certificate of need. Except for Arkansas, all the states in which the
Company's health care facilities are located have certificate of need or
equivalent laws which generally require appropriate state agency determination
of public need and approval prior to beds or services being added, or a related
capital amount being spent. Failure to obtain necessary state approval can
result in the inability to complete the acquisition, the imposition of civil or,
in some cases, criminal sanctions, the inability to receive Medicare or Medicaid
reimbursement and/or the revocation of the facility's license.
State Hospital Rate-Setting Activity. The Company currently operates nine
facilities in states that have some form of mandated hospital rate-setting.
Under Florida law, the maximum annual percentage any hospital may increase its
revenue per adjusted admission is limited based on an Agency for Health Care
Administration ("AHCA") approved regulatory formula which encompasses
inflationary update factors. A hospital may request AHCA approval for a higher
revenue per adjusted admission by submitting a detailed budget for its review.
The AHCA may either approve the requested revenue per adjusted admission, limit
it to the amount previously determined by the AHCA, or reduce the hospital's
revenue per adjusted admission. The West Virginia Health Care Rate Authority
("HCRA") establishes a maximum approved charge for each hospital service.
Hospitals are limited to this maximum charge for each service until HCRA
approves an increase. Rate increases are reviewed, approved and implemented on
an annual basis. As a result, in Florida and West Virginia, the Company's
ability to increase its rates to compensate for increased costs per admission is
limited and the Company's operating margin on its Florida and West Virginia
facilities may be adversely affected. There can be no assurance that other
states in which the Company operates hospitals will not enact rate-setting
provisions as well.
Antikickback and Self-Referral Regulations. The healthcare industry is
subject to extensive Federal, state and local regulation relating to licensure,
conduct of operations, ownership of facilities, addition of facilities and
services and prices for services. In particular, Medicare and Medicaid
antikickback, antifraud and abuse amendments codified under Section 1128B(b) of
the Social Security Act (the "Antikickback Amendments") prohibit certain
business practices and relationships that might affect the provision and cost of
healthcare services reimbursable under Medicare and Medicaid, including the
payment or receipt of remuneration for the referral of patients whose care will
be paid for by Medicare or other government programs. Sanctions for violating
the Antikickback Amendments include criminal penalties and civil sanctions,
including fines and possible exclusion from the Medicare and Medicaid programs.
Pursuant to the Medicare and Medicaid Patient and Program Protection Act of
1987, DHHS has issued regulations that describe some of the conduct and business
relationships permissible under the Antikickback Amendments ("Safe Harbors").
The fact that a given business arrangement does not fall within a Safe Harbor
does not render the arrangement per se illegal. Business arrangements of
healthcare service providers that fail to clearly satisfy the applicable Safe
Harbor criteria, however, risk increased scrutiny by enforcement authorities.
Because the Company may be less willing than some of its competitors to enter
into business arrangements that do not clearly satisfy the Safe Harbors, it
could
12
<PAGE>
be at a competitive disadvantage in entering into certain transactions and
arrangements with physicians and other healthcare providers.
In addition, Section 1877 of the Social Security Act, which restricts
referrals by physicians of Medicare and other government-program patients to
providers of a broad range of designated health services with which they have
ownership or certain other financial arrangements, was amended effective January
1, 1995, to significantly broaden the scope of prohibited physician referrals
under the Medicare and Medicaid programs to providers with which they have
ownership or certain other financial arrangements (the "Self-Referral
Prohibitions"). Many states have adopted or are considering similar legislative
proposals, some of which extend beyond the Medicaid program to prohibit the
payment or receipt of renumeration for the referral of patients and physician
self-referrals regardless of the source of the payment for the care. The
Company's participation in and development of joint ventures and other financial
relationships with physicians could be adversely affected by these amendments
and similar state enactments. The Company systematically reviews all of its
operations to ensure that it complies with the Social Security Act and similar
state statutes.
Both Federal and state government agencies have announced heightened and
coordinated civil and criminal enforcement efforts. The Company is unable to
predict the future course of Federal, state and local regulation or legislation,
including Medicare and Medicaid statutes and regulations. Further changes in
the regulatory framework could have a material adverse effect on the Company's
financial condition.
Environmental Regulations. The Company's healthcare operations generate
medical waste that must be disposed of in compliance with Federal, state and
local environmental laws, rules and regulations. The Company's operations, as
well as the Company's purchases and sales of facilities, are also subject to
compliance with various other environmental laws, rules and regulations. Such
compliance does not, and the Company anticipates that such compliance will not,
materially affect the Company's capital expenditures, earnings or competitive
position.
EMPLOYEES AND MEDICAL STAFF
As of September 30, 1996, the Company had approximately 9,000 full-time and
part-time employees, approximately 140 of whom were covered by a collective
bargaining agreement. The Company's corporate office staff consisted of 52
people at that date. The Company believes that its relations with employees are
satisfactory. In general, the staff physicians at the Company's acute care and
psychiatric hospitals are not employees of the Company. The physicians may also
be staff members of other hospitals. The Company provides physicians with
certain services and assistance. The Company does employ approximately 36
primary care physicians who are located at clinics the Company owns and
operates. In addition, the Company's hospitals provide emergency room coverage,
radiology, pathology and anesthesiology services by entering into service
contracts with physician groups which are generally cancelable on 90 days
notice.
LIABILITY INSURANCE
The Company maintains at each hospital it operates professional liability
insurance and general liability insurance in amounts of $1,000,000 per claim and
$2,000,000 per aggregation of claims, of which the Company retains the first
$100,000 of each professional liability claim and up to $2,000,000 in the
13
<PAGE>
aggregate for all such claims each year. The Company maintains a $1,000,000
layer of self-insured retention of professional liability for all hospitals
above the first level of coverage and then purchases $25,000,000 umbrella
coverage for all hospitals. The Company also maintains other typical insurance
coverage. The Company maintains an unfunded reserve for its self-insured risks
described above based upon actuarially determined estimates. Actual hospital
professional liability costs for a particular period are not known for several
years after the period has expired. The delay in determining the actual cost
associated with a particular period is a result of the time between the
occurrence of an incident and when it is reported as well as the time involved
and costs incurred in resolution of such claims. The Company believes that its
insurance is adequate in amount and coverage. There can be no assurance that in
the future such insurance will be available at a reasonable price or that the
Company will not have to increase its levels of self-insurance.
ITEM 2. PROPERTIES
The Company's acute care hospitals offer a broad range of medical and
surgical services, including inpatient care, intensive and cardiac care,
diagnostic services and emergency services that are physician-staffed 24 hours a
day, seven days a week. The Company also provides outpatient services such as
one-day surgery, laboratory, x-ray, respiratory therapy, cardiology and physical
therapy. At certain of the Company's hospitals specialty services such as
oncology, radiation therapy, CT scanning, MRI imaging, lithotripsy and full-
service obstetrics are provided.
The Company's psychiatric care operations consist of four psychiatric
hospitals: one 66-bed hospital, one 80-bed hospital, one 100-bed hospital with
60 child/adolescent beds and 40 adult beds, and one 60-bed child/adolescent
hospital.
The following table presents certain information with respect to the
Company's facilities as of September 30, 1996. For more information regarding
the utilization of the Company's facilities, see "Item 1. Business -- Selected
Operating Statistics".
14
<PAGE>
<TABLE>
<CAPTION>
OWNED ACQUISITION OR
LICENSED LEASED OR COMMENCEMENT
HOSPITAL LOCATION TYPE BEDS MANAGED DATE
- ----------------------------------------- -------------- ------------ -------- --------- ---------------
<S> <C> <C> <C> <C> <C>
Paul B. Hall Regional Medical Center Paintsville, Acute Care 72 Owned January 1979
Kentucky (replaced
September 1983)
Williamson Memorial Hospital Williamson, Acute Care 76 Owned June 1979
West Virginia (replaced June
1987)
Highlands Regional Medical Center Sebring, Acute Care 126 Leased August 1985
Florida
Lake Norman Regional Medical Center Mooresville, Acute Care 109 Owned January 1986
North Carolina Psychiatric 12
Palmview Hospital Lakeland, Psychiatric 66 Owned March 1986
Florida
Fishermen's Hospital Marathon, Acute Care 58 Leased August 1986
Florida
Franklin Regional Medical Center Louisburg, Acute Care 70 Owned August 1986
North Carolina Psychiatric 15
Biloxi Regional Medical Center Biloxi, Acute Care 153 Leased September 1986
Mississippi
Medical Center of Southeastern Oklahoma Durant, Acute Care 103 Owned May 1987
Oklahoma
Crawford Memorial Hospital Van Buren, Acute Care 103 Leased May 1987
Arkansas
Hamlet Hospital Hamlet, Acute Care 54 Owned August 1987
North Carolina Psychiatric 10
Upstate Carolina Regional Medical Center Gaffney, Acute Care 125 Owned March 1988
South Carolina
University Behavioral Center Orlando, Psychiatric 100 Owned January 1989
Florida
SandyPines Tequesta, Psychiatric 60 Owned January 1990
Florida
Riverview Regional Medical Center Gadsden, Acute Care 281 Owned July 1991
Alabama
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
OWNED ACQUISITION OR
LICENSED LEASED OR COMMENCEMENT
HOSPITAL LOCATION TYPE BEDS MANAGED DATE
- ----------------------------------------- -------------- ------------ -------- --------- ---------------
<S> <C> <C> <C> <C> <C>
Parkview Hospital of Topeka Topeka, Psychiatric 80 Owned July 1993
Kansas
Heart of Florida Hospital (1) Haines City, Acute Care 51 Leased August 1993
Florida
Natchez Community Hospital Natchez, Acute Care 101 Owned September 1993
Mississippi
Sebastian Hospital Sebastian, Acute Care 133 Owned September 1993
Florida
Medical Center Hospital Punta Gorda, Acute Care 156 Owned December 1994
Florida Psychiatric 52
Byerly Hospital (2) Hartsville, Acute Care 116 Leased September 1995
South Carolina
Bulloch Memorial Hospital (3) Statesboro, Acute Care 158 Leased October 1995
Georgia
Northwest Mississippi Regional Clarksdale, Acute Care 175 Leased January 1996
Medical Center (4) Mississippi Skilled Nursing 20
Midwest City Regional Hospital (5) Midwest City, Acute Care 156 Leased June 1996
Oklahoma Psychiatric 30
Skilled Nursing 20
-----
TOTAL LICENSED BEDS OWNED OR LEASED 2,841
Stringfellow Memorial Hospital (6) Anniston, Acute Care 125 Managed May 1994
Alabama -----
TOTAL LICENSED BEDS OWNED, LEASED AND MANAGED 2,966
=====
</TABLE>
- -------------------------
(1) The Company is currently building a replacement facility for the Heart
of Florida Hospital. The hospital is scheduled to open before the end of
the current fiscal year ending September 30, 1997. Whereas the existing
hospital is currently operated by the Company under a lease agreement, the
Company will own the replacement hospital upon its completion.
(2) The Company currently operates Byerly Hospital under a three-year lease.
The Company is required to commence construction of a replacement facility
during the initial lease term, which the Company will own upon completion.
(3) Effective October 1, 1995 the Company closed on a Master Agreement with
the Hospital Authority of Bulloch County, Georgia. The agreement
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<PAGE>
includes the purchase of substantially all major moveable equipment and a
three year lease to operate Bulloch Memorial Hospital, located in
Statesboro, Georgia. The agreement requires the Company to commence
construction of a replacement facility during the initial lease term, which
the Company will own upon completion. The total consideration paid at
closing approximated $18.9 million, including $17.8 million in cash.
(4) Effective January 1, 1996 the Company entered into a thirty year Lease
Agreement with Coahoma County, Mississippi. The total consideration
approximated $39,320,000, including $32,230,000 in cash paid at closing,
the present value of a lease rental payment of $500,000 per annum to the
lessor, the assumption of certain debt, and the purchase of the hospital's
working capital.
(5) Effective June 1, 1996 the Company entered into a Definitive Agreement
and thirty year Lease Agreement with Midwest City Memorial Hospital
Authority. The total consideration approximated $77,268,000, including
$67,990,000 in cash paid at closing, the assumption of certain debt, and
the purchase of the hospital's working capital.
(6) In April 1994, the Company entered into a three year management contract
with the Susie P. Stringfellow Trust for the operation of the Stringfellow
Memorial Hospital. In addition to the Management Agreement, the Company and
the Trust have also entered into a separate agreement to develop a long-
term management relationship for the operation of the hospital. The Company
anticipates that a final agreement will be completed during the current
fiscal year.
The Company currently leases the facilities of Highlands Regional Medical
Center, Fishermen's Hospital, Biloxi Regional Medical Center, Crawford Memorial
Hospital, Heart of Florida Hospital, Northwest Mississippi Regional Medical
Center and Midwest City Regional Hospital pursuant to long-term leases expiring
in 2025, 2011, 2024, 2008, 2003, 2025 and 2026, respectively, which provide the
Company with the exclusive right to use and control the hospital operations. As
noted above, the Company entered into three year leases at Byerly Hospital and
Bulloch Memorial Hospital, and has committed (subject to regulatory approval) to
building a replacement hospital for each of these facilities.
The Company's corporate headquarters are located in an office building in
Naples, Florida, in which space is leased. The Company believes that all of its
facilities are suitable and adequate for its needs. Certain of the Company's
hospitals are subject to mortgages securing various borrowings. See Note 3 of
the Notes to the Consolidated Financial Statements (Item 8. hereof).
ITEM 3. LEGAL PROCEEDINGS
The Company is subject to claims and legal actions by patients and others
in the ordinary course of business. The Company believes that all such claims
and actions are either adequately covered by insurance or unlikely, individually
or in the aggregate, to have a material adverse effect on the Company's
financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended September 30, 1996.
17
<PAGE>
EXECUTIVE OFFICERS OF THE REGISTRANT
The following is certain information regarding the executive officers of
the Company.
William J. Schoen, age 61, has served as Chairman of the Board, President
and Chief Executive Officer of the Company since April 1986. He joined the
Company's Board of Directors in February 1983, in December 1983 became its
President and Chief Operating Officer, and Co-Chief Executive Officer in
December 1985. From 1982 to 1987 Mr. Schoen was Chairman of Commerce National
Bank, Naples, Florida, and from 1973 to 1981 he was President, Chief Operating
Officer and Chief Executive Officer of The F&M Schaefer Corporation, a consumer
products company. From 1971 to 1973, Mr. Schoen was President of the Pierce
Glass subsidiary of Indian Head, Inc., a diversified company. In addition to
serving on the Company's Board, Mr. Schoen also serves on the Boards of
Directors of First Union National Bank of Florida and Horace Mann Insurance
Companies.
Earl P. Holland, age 51, has served as Executive Vice President -Operations
and Development since 1989. He joined the Company in 1981 as Senior Vice
President - Operations. He became Senior Vice President - Marketing and
Development in 1984. For more than five years prior to 1981, he was employed by
Humana, Inc., where he served as Assistant Regional Vice President and as the
Executive Director of two hospitals.
Joseph V. Vumbacco, age 51, is an Executive Vice President responsible for
legal, human resources and construction concerns. He joined the Company in
January 1996 after 14 years with Turner Construction Company, most recently as
an Executive Vice President. Prior to joining Turner, he served as the Senior
Vice President and General Counsel for The F&M Schaefer Corporation.
Robb L. Smith, age 52, has served as Senior Vice President and General
Counsel and Corporate Secretary since 1988. He joined the Company as Vice
President and General Counsel in 1981 after 11 years of private law practice in
Louisville, Kentucky. His private practice included representing the Company as
outside counsel. Mr. Smith was appointed Secretary in 1986.
Stephen M. Ray, age 48, is Senior Vice President - Finance of the Company.
A certified public accountant, he joined the Company in 1981 as Controller,
became a Vice President in 1983, and a Senior Vice President in 1991. He also
served as Treasurer from 1987 to 1988 and most recently Senior Vice President -
Administrative Services until his appointment to Senior Vice President - Finance
in September 1994. From 1979 until 1981, Mr. Ray was employed by Hospital
Affiliates International, Inc., a hospital management company, where he was
responsible for reporting compliance and corporate technical accounting.
Joe D. Pinion, age 50, has served as Senior Vice President - Hospital
Operations since January 1996. He joined the Company in 1985 as Executive
Director of Highlands Regional Medical Center in Sebring, FL. He became Vice
President - Hospital Operations in 1991. Prior to joining HMA in 1985, he was
employed by Humana, Inc., for eighteen years in several hospital administration
positions.
18
<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company completed an initial public offering of its Class A Common
Stock on February 5, 1991. The Company's Class A Common Stock is listed on the
New York Stock Exchange under the Symbol HMA. At December 10, 1996 there were
approximately 1,374 record holders of the Company's Class A Common Stock. The
following table sets forth, for the periods indicated, the high and low sale
prices per share of the Company's Class A Common Stock as listed on the New York
Stock Exchange. All prices below reflect the effect of 3-for-2 stock splits in
the form of stock dividends effective in October 1995 and June 1996.
<TABLE>
<CAPTION>
High Low
-------- --------
<S> <C> <C>
Fiscal Year Ended September 30, 1995
First Quarter....................... $ 11 3/4 $ 9 5/8
Second Quarter...................... 13 10 1/2
Third Quarter....................... 14 11 1/4
Fourth Quarter...................... 15 5/8 12
Fiscal Year Ended September 30, 1996
First Quarter....................... 18 13 1/4
Second Quarter...................... 23 5/8 16 3/4
Third Quarter....................... 24 3/8 19 3/4
Fourth Quarter...................... 24 7/8 16 7/8
</TABLE>
The Company has not paid any cash dividends since its inception, and does
not anticipate the payment of cash dividends in the foreseeable future.
No equity securities were sold by the Company during Fiscal 1996 which were
not registered under the Securities Act.
ITEM 6. SELECTED FINANCIAL DATA
The following table summarizes certain selected financial data of the
Registrant and should be read in conjunction with the related Consolidated
Financial Statements and accompanying Notes to Consolidated Financial Statements
(Item 8 hereof).
19
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
FIVE YEAR SUMMARY OF SELECTED FINANCIAL DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Year ended September 30,
------------------------------------------------
1992 1993 1994 1995 1996
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net patient service revenue $301,883 $346,767 $438,366 $531,094 $714,317
Costs and expenses 263,464 290,328 356,636 426,845 575,906
Income from operations 38,419 56,439 81,730 104,249 138,411
Net income 22,678 32,245 46,536 63,331 84,086
Net income per share $ .24 $ .32 $ .44 $ .59 $ .76
Weighted average number of
common and common
equivalent shares
outstanding 95,673 100,107 106,604 108,084 110,449
At Year End
- -----------
Working capital $ 22,590 $ 75,295 $138,001 $122,747 $106,907
Total assets 242,793 325,787 398,813 466,998 591,707
Short-term debt 4,509 6,111 7,104 6,571 8,438
Long-term debt 63,135 77,874 75,769 67,721 68,702
Stockholders' equity 135,338 192,653 252,928 317,950 417,739
Book value per common share $ 1.41 $ 1.92 $ 2.37 $ 2.94 $ 3.78
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Fiscal Year Ended September 30, 1996 Compared to Fiscal Year Ended
September 30, 1995
Net patient service revenue for Fiscal 1996 was $714,317,000, as compared
to $531,094,000 for the fiscal year ended September 30, 1995 ("Fiscal 1995").
This represented an increase in net patient service revenue of $183,223,000, or
34.5%. Hospitals in operation for the entire period of Fiscal 1996 and Fiscal
1995 ("same store hospitals") provided $33,356,000 of the increase in net
patient service revenue, which resulted primarily from inpatient and outpatient
volume and acuity increases. The remaining increase of $149,867,000 included
$150,239,000 of net patient service revenue from the October 1995 acquisition of
a 158-bed hospital, the January 1996 acquisition of a 195-bed hospital and the
June 1996 acquisition of a 206-bed hospital, offset by a decrease of $372,000 in
Corporate and miscellaneous revenue.
The Company's hospitals generated 419,488 patient days of service in Fiscal
1996, which produced an overall occupancy rate of 43.2%. During Fiscal 1995 the
Company's hospitals generated 340,485 patient days of service for an overall
occupancy rate of 43.6%. Admissions in same store hospitals for Fiscal 1996
increased 1.8%, from 59,071 to 60,123.
The Company's salaries and benefits, supplies and other expenses and
20
<PAGE>
provision for doubtful accounts for Fiscal 1996 were $529,131,000, or 74.1% of
net patient service revenue, as compared to $390,004,000, or 73.4% of net
patient service revenue for Fiscal 1995. Of the total $139,127,000 increase,
approximately $24,956,000 related to same store hospitals, which was largely
attributable to increased inpatient and outpatient business. Another
$113,448,000 of increased operating expenses related to the acquisitions
mentioned previously. The remaining increase of $723,000 represented an
increase in Corporate and miscellaneous other operating expenses. The Company's
Fiscal 1996 rent expenses increased by $3,429,000, which resulted both from
acquisitions and the expansion of hospital services.
The Company's earnings before depreciation and amortization, interest and
income taxes were $169,099,000 for Fiscal 1996, as compared to $128,432,000 for
Fiscal 1995, an increase of $40,667,000 or 31.7%. Same store hospitals
accounted for approximately $9,249,000, or 22.7% of the increase.
The Company's depreciation and amortization costs increased by $6,611,000.
Approximately $4,817,000 of the increase resulted from the acquisitions
mentioned above with the remaining increase attributable to ongoing building
improvements and equipment purchases. Net interest expense decreased $106,000,
due to increased investment income earned in Fiscal 1996.
The Company's income before income taxes was $138,411,000 for Fiscal 1996
as compared to $104,249,000 for Fiscal 1995, an increase of $34,162,000 or
32.8%. As noted above, the increased profitability resulted from an increase in
inpatient and outpatient business, improved operating performance of same store
hospitals and the contribution from the acquisitions previously mentioned. The
Company's provision for income taxes was $54,325,000 for Fiscal 1996, as
compared to $40,918,000 for Fiscal 1995. These provisions reflect an effective
income tax rate of 39.3% for Fiscal 1996 and Fiscal 1995. As a result of the
foregoing, the Company's net income was $84,086,000 for Fiscal 1996 as compared
to $63,331,000 for Fiscal 1995.
Fiscal Year Ended September 30, 1995 Compared to Fiscal Year Ended
September 30, 1994
Net patient service revenue for Fiscal 1995 was $531,094,000, as compared
to $438,366,000 for the fiscal year ended September 30, 1994 ("Fiscal 1994").
This represented an increase in net patient service revenue of $92,728,000, or
21.1%. Hospitals in operation for the entire period of Fiscal 1995 and Fiscal
1994 ("same store hospitals") provided $45,516,000 of the increase in net
patient service revenue, which resulted primarily from inpatient and outpatient
volume and acuity increases. The remaining increase of $47,212,000 included
$54,539,000 of net patient service revenue from the December 1994 acquisition of
a 208-bed hospital, the September 1995 acquisition of a 116-bed hospital, and
$923,000 of Corporate and miscellaneous revenue, offset by a decrease of
$8,250,000 in net patient service revenue from a 65-bed hospital disposition
effective July 31, 1994.
The Company's hospitals generated 340,485 patient days of service in Fiscal
1995, which produced an overall occupancy rate of 43.6%. During Fiscal 1994 the
Company's hospitals generated 317,636 patient days of service for an overall
occupancy rate of 43.3%. Admissions in same store hospitals for Fiscal 1995
increased 7.5%, from 54,942 to 59,071.
The Company's salaries and benefits, supplies and other expenses and
provision for doubtful accounts for Fiscal 1995 were $390,004,000, or 73.4% of
21
<PAGE>
net patient service revenue, as compared to $324,412,000, or 74.0% of net
patient service revenue for Fiscal 1994. Of the total $65,592,000 increase,
approximately $30,337,000 related to same store hospitals, which was largely
attributable to increased inpatient and outpatient business. Another
$41,123,000 of increased operating expenses related to the acquisitions
mentioned previously, offset by a decrease of $7,169,000 from the disposition
noted above. The remaining increase of $1,301,000 represented an increase in
Corporate and miscellaneous other operating expenses. The Company's Fiscal 1995
rent expenses increased by $1,341,000, which resulted both from acquisitions and
the expansion of hospital services.
The Company's earnings before depreciation and amortization, interest and
income taxes were $128,432,000 for Fiscal 1995, as compared to $102,637,000 for
Fiscal 1994, an increase of $25,795,000 or 25.1%. Same store hospitals
accounted for approximately $14,405,000, or 55.8% of the increase.
The Company's depreciation and amortization costs increased by $3,952,000.
Approximately $2,425,000 of the increase resulted from the acquisitions
mentioned above with the remaining increase attributable to ongoing building
improvements and equipment purchases. Net interest expense decreased $676,000,
due to increased investment income earned in Fiscal 1995.
The Company's income before income taxes and the cumulative effect of an
accounting change was $104,249,000 for Fiscal 1995 as compared to $81,730,000
for Fiscal 1994, an increase of $22,519,000 or 27.6%. As noted above, the
increased profitability resulted from an increase in inpatient and outpatient
business, improved operating performance of same store hospitals and the
contribution from the acquisitions previously mentioned. The Company's
provision for income taxes was $40,918,000 for Fiscal 1995, as compared to
$32,644,000 for Fiscal 1994. These provisions reflect effective income tax rates
of 39.3% and 39.9% for Fiscal 1995 and 1994, respectively. The cumulative
charge of $2,550,000 in Fiscal 1994 resulted from the Company adopting Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes." As a
result of the foregoing, the Company's net income was $63,331,000 for Fiscal
1995 as compared to $46,536,000 for Fiscal 1994.
LIQUIDITY AND CAPITAL RESOURCES
Working capital decreased to $106,907,000 at September 30, 1996 from
$122,747,000 at September 30, 1995, resulting primarily from the use of cash to
fund two acquisitions during Fiscal 1996. The Company's cash flows from
operating activities increased by $20,347,000 from $74,222,000 in Fiscal 1995 to
$94,569,000 in Fiscal 1996. This resulted primarily from improved profitability
and management of the Company's working capital. The use of the Company's cash
in investing activities increased from $96,841,000 in Fiscal 1995 to
$140,851,000 in Fiscal 1996, due primarily to two larger acquisitions in Fiscal
1996. The Company's cash flows from financing activities increased $13,567,000
from $11,439,000 used in Fiscal 1995 to $2,128,000 provided in Fiscal 1996 due
primarily from receiving proceeds of the issuance of common stock and reduced
principal payments on debt.
Working capital decreased to $122,747,000 at September 30, 1995 from
$138,001,000 at September 30, 1994, resulting primarily from the use of cash to
fund three acquisitions during Fiscal 1995. The Company's cash flows from
operating activities increased by $28,056,000 from $46,166,000 in Fiscal 1994
to $74,222,000 in Fiscal 1995. This resulted primarily from improved
profitability and management of the Company's working capital. The use of the
22
<PAGE>
Company's cash in investing activities increased from $18,612,000 in Fiscal 1994
to $96,841,000 in Fiscal 1995, due primarily to three acquisitions in Fiscal
1995. The Company's cash flows from financing activities decreased $18,893,000
from $7,454,000 provided in Fiscal 1994 to $11,439,000 used in Fiscal 1995 due
primarily to reductions of debt.
On December 1, 1994 the Company executed a $300,000,000 Amended and
Restated Credit Agreement, replacing its prior $150,000,000 credit agreement.
Interest accrues at the option of the Company at either the prime rate of
interest, a fixed certificate of deposit rate of the agent bank or a LIBOR rate.
Under all methods, interest payments are required quarterly. The interest rate
is subject to adjustments based upon certain debt-related financial statement
ratios provided under the Amended and Restated Credit Agreement. As of
September 30, 1996, there were no outstanding balances. The $300,000,000
Amended and Restated Credit Agreement permits the Company to borrow under a
revolving credit loan at any time through November 30, 1999, at which time any
outstanding balance becomes due and payable.
The Company also has a revolving credit facility with a bank which provides
a $5,000,000 unsecured line of credit commitment through April 30, 1997. All
outstanding loans under this revolving credit facility are due on April 30,
1997. Interest on the outstanding loans is payable at the bank's Index Rate
(prime) less 1/2%. As of September 30, 1996, there were no amounts outstanding
under this line.
The Company is obligated to pay certain commitment fees based upon amounts
borrowed and available for borrowing during the terms of both such credit
facilities ("Credit Facilities").
The credit agreements for the Credit Facilities 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, liabilities to net
worth, current assets to current liabilities and working capital.
Legislative and regulatory action has resulted in continuing change in the
Medicare and Medicaid reimbursement programs which will continue to limit
payment increases under these programs. However, the Company believes that
these continued changes will not have a material adverse effect on the Company's
future revenue or liquidity. Within the statutory framework of the Medicare and
Medicaid programs, there are substantial areas subject to administrative
rulings, interpretations and discretion which may further affect payments made
under those programs, and the federal and state governments might, in the
future, reduce the funds available under those programs or require more
stringent utilization and quality reviews of hospital facilities, either of
which could have a material adverse effect on the Company's future revenue and
liquidity. Additionally, any future restructuring of the financing and delivery
of health care in the United States and the continued rise in managed care
programs could have an effect on the Company's future revenue and liquidity. See
Item 1. "Sources of Revenue" and "Regulation and Other Factors."
Effective October 1, 1995 the Company acquired the 158-bed Bulloch Memorial
Hospital in Statesboro, Georgia. The total consideration was approximately
$18.9 million, including $17.8 million in cash. Operating results of the
hospital have been included in the Company's Statements of Income from the date
of acquisition.
23
<PAGE>
Effective January 1, 1996 the Company acquired by long-term lease the 195-
bed Northwest Mississippi Regional Medical Center in Clarksdale, Mississippi.
Total consideration was approximately $39.3 million, including $32.2 million in
cash. Operating results of the hospital have been included in the Company's
Statements of Income from the date of acquisition.
Effective June 1, 1996 the Company acquired by long-term lease the 206-bed
Midwest City Regional Hospital in Midwest City, Oklahoma. Total consideration
was approximately $77.3 million, including $68.0 million in cash. Operating
results of the hospital have been included in the Company's Statements of Income
from the date of acquisition.
The Company had a number of hospital renovation/expansion projects underway
at September 30, 1996. In addition, the Company plans to replace four of its
existing hospitals over the next four years, subject to approval by the
appropriate regulatory agencies. At September 30, 1996 there were hospital
renovation and expansion commitments of approximately $25.6 million outstanding,
of which $9.8 million was paid at September 30, 1996.
The Company anticipates spending approximately $30,000,000 for capital
equipment in Fiscal 1997. At the present time, cash on hand, internally
generated funds in the year ending September 30, 1997 ("Fiscal 1997"), and funds
available under the Credit Facilities are expected to be sufficient to satisfy
the Company's requirements for capital expenditures, future acquisitions and
working capital in Fiscal 1997.
IMPACT OF INFLATION
The health care industry is labor intensive. Wages and other expenses
increase especially during periods of inflation and when shortages in the
marketplace occur. In addition, suppliers pass along rising costs to the
Company in the form of higher prices. The Company has, to date, offset
increases in operating costs to the Company by increasing charges for services
and expanding services. The Company has also implemented cost control measures
to curb increases in operating costs and expenses. The Company cannot predict
its ability to cover future cost increases.
24
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
PAGE
----
Health Management Associates, Inc.
Consolidated Financial Statements:
Report of Independent Certified Public Accountants ......... 26
Consolidated Statements of Income -- for the years ended
September 30, 1996, 1995 and 1994 ........................ 27
Consolidated Balance Sheets --September 30, 1996 and 1995 .. 28
Consolidated Statements of Stockholders' Equity -- for the
years ended September 30, 1996, 1995 and 1994 ............ 30
Consolidated Statements of Cash Flows -- for the years
ended September 30, 1996, 1995 and 1994................... 31
Notes to Consolidated Financial Statements ................. 33
25
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Stockholders
Health Management Associates, Inc.
We have audited the accompanying consolidated balance sheets of Health
Management Associates, Inc. and subsidiaries as of September 30, 1996 and 1995
and the related consolidated statements of income, stockholders' equity, and
cash flows for each of the three years in the period ended September 30, 1996.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Health
Management Associates, Inc. and subsidiaries at September 30, 1996 and 1995 and
the consolidated results of their operations and their cash flows for each of
the three years in the period ended September 30, 1996, in conformity with
generally accepted accounting principles.
As discussed in Note 5 to the financial statements, effective October 1,
1993 the Company changed its method of accounting for income taxes.
Ernst & Young LLP
Atlanta, Georgia
October 25, 1996
26
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Year ended September 30,
------------------------------------------
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
Net patient service revenue ................ $714,317,000 $531,094,000 $438,366,000
Costs and expenses:
Salaries and benefits .................... 247,917,000 179,483,000 149,368,000
Supplies and other ....................... 216,451,000 162,183,000 135,042,000
Provision for doubtful accounts........... 64,763,000 48,338,000 40,002,000
Depreciation and amortization............. 27,173,000 20,562,000 16,610,000
Rent expense.............................. 16,087,000 12,658,000 11,317,000
Interest, net............................. 3,515,000 3,621,000 4,297,000
------------ ------------ ------------
Total costs and expenses ............. 575,906,000 426,845,000 356,636,000
Income before income taxes and
cumulative effect of accounting
change ................................... 138,411,000 104,249,000 81,730,000
Provision for income taxes (Note 5)......... 54,325,000 40,918,000 32,644,000
------------ ------------ ------------
Income before cumulative effect
of accounting change...................... 84,086,000 63,331,000 49,086,000
Cumulative effect of change in
accounting for income taxes............... - - (2,550,000)
------------ ------------ ------------
Net income ................................. $ 84,086,000 $ 63,331,000 $ 46,536,000
============ ============ ============
Earnings per share:
Before accounting change................... $ .76 $ .59 $ .46
Accounting change ......................... - - (.02)
------------ ------------ ------------
Net income per share ....................... $ .76 $ .59 $ .44
============ =========== ===========
Weighted average number of common and
common equivalent shares outstanding........ 110,449,000 108,084,000 106,604,000
============ ============ ============
</TABLE>
See accompanying notes.
27
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30,
--------------------------
1996 1995
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ............................... $ 31,172,000 $ 75,326,000
Accounts receivable, less allowance for doubtful
accounts of $54,125,000 and $28,334,000 in 1996
and 1995, respectively ................................ 103,112,000 68,890,000
Accounts receivable -- other............................. 11,435,000 8,160,000
Supplies, at cost........................................ 12,372,000 9,113,000
Prepaid expenses and other assets........................ 5,097,000 4,964,000
Funds held by trustee.................................... 2,276,000 1,479,000
Deferred income taxes (Note 5)........................... 12,339,000 6,839,000
------------ -----------
Total current assets .................................. 177,803,000 174,771,000
Property,plant and equipment (Notes 2,3 and 4):
Land and improvements.................................... 15,933,000 15,824,000
Buildings and improvements .............................. 245,885,000 190,177,000
Leaseholds............................................... 65,520,000 31,999,000
Equipment ............................................... 159,623,000 122,379,000
Construction in progress................................. 17,989,000 5,040,000
------------ ------------
504,950,000 365,419,000
Less accumulated depreciation and amortization ........... 107,206,000 82,140,000
------------ ------------
Net property, plant and equipment ...................... 397,744,000 283,279,000
Funds held by trustee ..................................... 136,000 72,000
Deferred charges and other assets ......................... 16,024,000 10,269,000
------------ ------------
$591,707,000 $468,391,000
============ ============
</TABLE>
See accompanying notes
28
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30,
---------------------------
1996 1995
------------ ------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................... $ 28,754,000 $ 21,545,000
Accrued interest.................................... 1,940,000 1,399,000
Accrued payroll and related taxes................... 12,131,000 7,599,000
Accrued expenses and other liabilities.............. 15,653,000 13,517,000
Income taxes - currently payable and deferred....... 3,980,000 1,393,000
Current maturities of long-term debt................ 8,438,000 6,571,000
------------ ------------
Total current liabilities.......................... 70,896,000 52,024,000
Deferred income taxes (Note 5)....................... 19,099,000 18,399,000
Other long-term liabilities.......................... 15,271,000 12,297,000
Long-term debt (Note 3).............................. 68,702,000 67,721,000
Stockholders' equity (Notes 3 and 7):
Preferred stock, $.01 par value, 5,000,000 shares
authorized......................................... - -
Common stock, Class A, $.01 par value, 150,000,000
shares authorized, 105,699,000 and 103,767,000
shares issued and outstanding at September 30, 1996
and 1995, respectively............................. 1,057,000 1,038,000
Additional paid-in-capital.......................... 149,191,000 133,507,000
Retained earnings................................... 267,491,000 183,405,000
------------ ------------
Total stockholders' equity .................... 417,739,000 317,950,000
------------ ------------
$591,707,000 $468,391,000
============ ============
</TABLE>
See accompanying notes.
29
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED SEPTEMBER 30, 1996, 1995, AND 1994
<TABLE>
<CAPTION>
Additional
Common Paid-in Retained
Stock Capital Earnings
---------- ----------- ------------
<S> <C> <C> <C>
Balance at September 30, 1993.. $1,011,000 $118,104,000 $ 73,538,000
Exercise of stock options.... 23,000 10,721,000 -
Tax benefit from exercise
of stock options........... - 2,995,000 -
Net income................... - - 46,536,000
---------- ------------ ------------
Balance at September 30, 1994.. 1,034,000 131,820,000 120,074,000
Exercise of stock options.... 4,000 1,687,000 -
Net income................... - - 63,331,000
---------- ------------ ------------
Balance at September 30, 1995.. 1,038,000 133,507,000 183,405,000
Exercise of stock options.... 19,000 9,449,000 -
Tax benefit from exercise
of stock options........... - 6,235,000 -
Net income................... - - 84,086,000
---------- ------------ ------------
Balance at September 30, 1996.. $1,057,000 $149,191,000 $267,491,000
========== ============ ============
</TABLE>
See accompanying notes.
30
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year ended September 30,
------------------------------------------
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income ............................. $ 84,086,000 $ 63,331,000 $ 46,536,000
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization........ 27,173,000 20,562,000 16,610,000
Cumulative effect of change in
accounting for income taxes........ - - 2,550,000
Loss (gain) on sale of fixed
assets............................. 211,000 116,000 (49,000)
Increase (decrease) in deferred
and other income taxes............. 700,000 (900,000) (1,200,000)
Changes in assets and liabilities,
net of effects of acquisitions
and dispositions:
Accounts receivable ............. (19,898,000) (11,912,000) (21,491,000)
Supplies......................... (1,492,000) 107,000 (326,000)
Prepaid expenses and
other assets................... 421,000 (876,000) (272,000)
Deferred charges and
other assets................... (7,034,000) (3,328,000) (2,614,000)
Accounts payable................. 3,370,000 5,619,000 887,000
Accrued payroll, interest and
other liabilities.............. 737,000 3,448,000 128,000
Income taxes -- currently
payable and deferred........... 3,321,000 (2,988,000) 2,796,000
Other long-term liabilities...... 2,974,000 1,043,000 2,611,000
------------ ------------ ------------
Net cash provided by
operating activities..................... 94,569,000 74,222,000 46,166,000
------------ ------------ ------------
Cash flows from investing activities:
Acquisition of facilities, net of
cash acquired ......................... (99,639,000) (73,960,000) (1,295,000)
Other additions to property, plant
and equipment ......................... (41,239,000) (22,938,000) (22,536,000)
Proceeds from sale of assets............. 27,000 57,000 5,219,000
------------ ------------ ------------
Net cash used in investing
activities ...............................(140,851,000) (96,841,000) (18,612,000)
------------ ------------ ------------
</TABLE>
See accompanying notes.
31
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
<TABLE>
<CAPTION>
Year ended September 30,
------------------------------------------
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
Cash flows from financing activities:
Proceeds from long-term borrowings..... $ 708,000 $ 1,097,000 $ 7,118,000
Principal payments on debt............. (7,187,000) (14,044,000) (10,239,000)
Proceeds from issuance of common
stock, net........................... 9,468,000 1,691,000 10,744,000
Increase in funds held by trustee....... (861,000) (183,000) (169,000)
------------ ------------ ------------
Net cash provided by (used in)
financing activities................... 2,128,000 (11,439,000) 7,454,000
------------ ------------ ------------
Net (decrease) increase in cash ......... (44,154,000) (34,058,000) 35,008,000
Cash and cash equivalents at
beginning of period................... 75,326,000 109,384,000 74,376,000
------------ ------------ ------------
Cash and cash equivalents at
end of period ........................ $ 31,172,000 $ 75,326,000 $109,384,000
============ ============ ============
Supplemental schedule of noncash
investing and financing activities:
Fair value of assets acquired
(including cash) .................. $116,588,000 $ 76,710,000 $ 3,383,000
Consideration paid................... 99,639,000 73,960,000 1,295,000
------------ ------------ ------------
Liabilities assumed ................. $ 16,949,000 $ 2,750,000 $ 2,088,000
============ ============ ============
</TABLE>
See notes 4 and 5 for additional cash flows information.
See accompanying notes.
32
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Health Management Associates, Inc. ("the Company"), through its subsidiary
companies, substantially all of which are wholly-owned, provides health care
services to patients in owned and leased facilities and provides management
services under contracts to other health care organizations. The Company
consistently applies the following significant accounting policies:
a. Principles of consolidation
The consolidated financial statements include the accounts of the Company
and its subsidiaries. All significant intercompany accounts and transactions
have been eliminated.
b. Cash equivalents
The Company considers all highly liquid investments purchased with a
maturity of less than three months to be cash equivalents. The Company's cash
equivalents consist principally of investment grade instruments which are tax
exempt or qualify for dividend exclusion.
c. Property, plant and equipment
Property, plant and equipment are carried at cost and include major
expenditures which increase their values or extend their useful lives.
Depreciation and amortization are computed using the straight line method based
on estimated useful lives. Estimated useful lives for buildings and
improvements are twenty to forty years and for equipment are three to ten years.
Leaseholds are amortized on a straight-line basis over the terms of the
respective leases.
d. Deferred charges and other assets
Deferred charges and other assets consist principally of goodwill, deferred
financing costs and certain non-productive assets held for sale. Goodwill is
being amortized on a straight-line basis ranging from three to twenty-five
years. The financing costs are being amortized over the life of the related debt
(see Note 3).
e. Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management of the Company to make
estimates and assumptions that affect the amounts reported in the consolidated
financial statements and accompanying notes. Actual results could differ from
those estimates.
f. Net patient service revenue
Approximately 65%, 67% and 65% of gross patient service revenue for the
years ended September 30, 1996, 1995 and 1994, respectively, relate to services
rendered to patients covered by Medicare and Medicaid programs. Payments for
services rendered to patients covered by these programs are generally less than
billed charges. Provisions for contractual adjustments are made to reduce the
charges to these patients to estimated receipts based upon the programs'
principles of payment/reimbursement (either prospectively determined or
retrospectively determined costs). Final settlements under these programs are
subject to administrative review and audit, and provision is currently made for
adjustments which may result. Estimated settlements under these programs are
33
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
netted in accounts receivable in the accompanying consolidated balance sheets.
Net patient service revenue is presented net of provisions for contractual
adjustments and other allowances of $802,931,000, $602,201,000 and $475,764,000
in 1996, 1995 and 1994, respectively, in the accompanying consolidated
statements of income. In the ordinary course of business the Company renders
services in its facilities to patients who are financially unable to pay for the
hospital care. The value of these services to patients who are unable to pay is
not material to the Company's consolidated results of operations.
g. Income taxes
Deferred income taxes at September 30, 1996 and 1995 relate principally to
differences in the recognition of certain income and expense items for income
tax and financial reporting purposes (see Note 5).
h. Net income per share
Net income per share is based on the weighted average number of common and
common equivalent shares (stock options) outstanding during the periods
presented.
i. Accounting for the Impairment of Long-Lived Assets
In March 1995 the FASB issued Statement No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,"
which requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amounts. Statement 121 also addresses the accounting for long-lived
assets that are expected to be disposed of. The Company adopted Statement No.
121 in 1996. The effect of adoption was not material.
j. Employee Stock Options
In October 1995 the FASB issued Statement No. 123, "Accounting for Stock-
Based Compensation." Under Statement No. 123, which must be adopted in fiscal
1997, the Company may continue following existing accounting rules or adopt a
new fair value method of valuing stock-based awards. The Company plans to
continue following the existing accounting rules under Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) and
related Interpretations in accounting for its employee stock options and not
adopt the alternative fair value accounting provided for under Statement No.
123.
k. Reclassifications
Certain reclassifications to the 1995 balance sheet have been made to
conform to the 1996 presentation.
2. ACQUISITIONS AND DISPOSITIONS
During 1996 the Company acquired certain assets of two hospitals through
long-term lease agreements for consideration totalling $116,588,000, including
$99,639,000 in cash.
34
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. ACQUISITIONS AND DISPOSITIONS (CONTINUED)
During 1995 the Company acquired certain assets of three hospitals through
one purchase and two asset purchase and short-term lease agreements for
consideration totalling $76,710,000, including $73,960,000 in cash.
The operating results of the foregoing hospitals have been included in the
accompanying consolidated statements of income from the respective dates of
acquisition. The following unaudited pro forma combined summary of operations
of the Company for the years ended September 30, 1996, 1995 and 1994 give effect
to the operation of the hospitals purchased in 1996 and 1995 as if the
acquisitions had occurred as of October 1, 1994 and 1993, respectively:
<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
(In thousands, except per share data)
<S> <C> <C> <C>
Net patient service revenue...... $772,950 $710,436 $550,573
Income before accounting change.. $ 85,350 $ 66,746 $ 51,266
Net income....................... $ 85,350 $ 66,746 $ 48,716
Income per share before
accounting change............... $ .77 $ .62 $ .46
Net income per share ............ $ .77 $ .62 $ .44
</TABLE>
3. LONG-TERM DEBT
The Company's long-term debt consists of the following:
<TABLE>
<CAPTION>
September 30,
------------------------
1996 1995
----------- -----------
<S> <C> <C>
Revolving Credit Agreements (a)............. $ - $ -
Industrial Revenue Bond Issues (b).......... 7,360,000 7,360,000
Mortgage notes, secured by real and
personal property (c)..................... 51,225,000 54,583,000
Various mortgage and installment notes and
debentures, some secured by equipment,
at interest rates ranging from 6% to
prime plus 1%, payable through 2005....... 10,387,000 7,223,000
Capitalized lease obligations (see Note 4).. 8,168,000 5,126,000
----------- -----------
77,140,000 74,292,000
Less current maturities..................... 8,438,000 6,571,000
----------- -----------
$68,702,000 $67,721,000
=========== ===========
</TABLE>
a. Revolving Credit Agreements
In December 1994 the Company executed a $300 million Amended and Restated
Credit Agreement ("Credit Agreement"). The Company may choose the prime rate of
interest, a fixed certificate of deposit interest rate of the Agent bank or a
LIBOR interest rate. Under any of the interest alternatives, quarterly interest
payments are required.
35
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. LONG-TERM DEBT (CONTINUED)
The Credit Agreement is a revolving and term loan agreement which permits
the Company to borrow under an unsecured revolving credit loan at any time
through November 30, 1999, at which time the agreement terminates and all
outstanding revolving credit loans become due and payable. The Company also has
a $10 million unsecured revolving credit commitment with a bank. The $10 million
credit is a working capital commitment which is tied to the Company's cash
management system, and renews annually on November 1. Currently, interest on any
outstanding balance is payable monthly at a fluctuating rate not to exceed the
bank's prime rate less 1/4%.
In addition, the Company is obligated to pay certain commitment fees based
upon amounts borrowed and available for borrowing during the terms of the credit
agreements described above.
The credit agreements contain covenants which, without prior consent of the
Banks, limit certain activities, including those relating to mergers,
consolidations and the Company's ability to secure indebtedness, make
guarantees, grant security interests and declare dividends. The Company must
also maintain minimum levels of consolidated tangible net worth, debt service
coverage, liabilities to net worth, current assets to current liabilities and
working capital.
b. Industrial Revenue Bond Issues
The Company has one Industrial Revenue Bond issue outstanding at September
30, 1996 and 1995, which is secured by all real and personal property of the
facility with an aggregate net book value of $12,743,000 and $13,040,000,
respectively, and a pledge of the stock of the subsidiary owning the facility;
payment of principal and interest is unconditionally guaranteed by the Company.
The bonds are serial bonds with maturities and rates ranging from September 1,
2005 to September 1, 2011 and 8.5% to 8.75%, respectively. The Company makes
monthly sinking-fund payments in amounts sufficient to cover principal and
interest payment requirements.
The Company had a second bond issue with a principal balance of $6,264,000
when it was retired by the Company (at par) in September 1995.
c. Mortgage notes
At September 30, 1996 the Company has five mortgage notes which are secured
by all the real and personal property of the respective facilities with a net
book value of $50,589,000.
The notes are payable in various installments with maturity dates ranging
from 1999 through 2005 and carry interest rates ranging from prime to 11.5%.
The Company has entered into an interest rate swap agreement to reduce the
impact of changes in interest rates on its $30,000,000 floating rate mortgage
loan. This agreement effectively fixes the interest rate on the loan at 8.63%.
36
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. LONG-TERM DEBT (CONTINUED)
Maturities of long-term debt for the next five years are as follows:
1997 $ 8,438,000
1998 8,327,000
1999 11,480,000
2000 5,448,000
2001 4,853,000
4. LEASES
The Company leases real estate properties, equipment and vehicles under
cancelable and non-cancelable leases. Future minimum operating and capital
lease payments, including amounts relating to leased hospitals, are as follows
at September 30, 1996:
<TABLE>
<CAPTION>
Operating Capital
------------------------ -----------
Real
September 30, Property Equipment Equipment Total
- ------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
1997 ............... $ 2,598,000 $ 5,633,000 $ 2,483,000 $10,714,000
1998................ 2,386,000 4,657,000 2,091,000 9,134,000
1999................ 1,367,000 3,765,000 1,544,000 6,676,000
2000................ 1,160,000 2,766,000 1,008,000 4,934,000
2001................ 1,101,000 1,445,000 402,000 2,948,000
Thereafter.......... 4,682,000 174,000 7,360,000 12,216,000
----------- ----------- ----------- -----------
</TABLE>
Total minimum payments $13,294,000 $18,440,000 14,888,000 $46,622,000
=========== =========== ===========
Less amounts
representing interest 6,720,000
-----------
Present value of
minimum lease
payments ........... $ 8,168,000
===========
The following summarizes amounts related to equipment leased by the Company
under capital leases:
September 30,
-----------------------
1996 1995
---------- ----------
Equipment ........................ $7,487,000 $4,300,000
Accumulated amortization ......... 1,950,000 2,304,000
---------- ----------
Net book value ................... $5,537,000 $1,996,000
========== ==========
The Company entered into capitalized leases of $4,427,000, $802,000 and
$1,224,000 in the years ended September 30, 1996, 1995 and 1994, respectively.
37
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. INCOME TAXES
Effective October 1, 1993, the Company adopted Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes" ("SFAS 109"). Under
SFAS 109, the liability method is used in accounting for income taxes. Under
this method, deferred tax assets and liabilities are determined based on
differences between financial reporting and tax bases of assets and liabilities
and are measured using the enacted tax rates and laws that will be in effect
when the differences are expected to reverse. Prior to the adoption of SFAS
109, income tax expense was determined using the deferred method under APB
Opinion No. 11 ("APB 11"). Deferred tax expense was based on items of income
and expense that were reported in different years in the financial statements
and tax returns and were measured at the tax rate in effect in the year the
difference originated.
As permitted by SFAS 109, the Company has elected not to restate the
financial statements of any prior years. The effect of the change on pretax
income from continuing operations was not material; however, the cumulative
effect of the change decreased net income by $2,550,000 or $.02 per share for
the year ended September 30, 1994.
The significant components of the provision for income taxes are as
follows:
<TABLE>
<CAPTION>
Year ended September 30,
-------------------------------------------
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Federal:
Current............................. $51,506,000 $36,844,000 $31,320,000
----------- ----------- -----------
Deferred:
Current............................ (4,797,000) (751,000) (2,823,000)
Non-current........................ 940,000 (841,000) 32,000
----------- ----------- -----------
Total Federal.................... 47,649,000 35,252,000 28,529,000
State
Current and deferred................ 6,676,000 5,666,000 4,115,000
----------- ----------- -----------
Total............................. $54,325,000 $40,918,000 $32,644,000
=========== =========== ===========
</TABLE>
An analysis of the Company's effective income tax rates is as follows:
<TABLE>
<CAPTION>
Year ended September 30,
--------------------------------------------------------
1996 1995 1994
--------------- --------------- ----------------
(dollars in thousands)
<S> <C> <C> <C>
Statutory income
tax rate.......................... $48,444 35.0% $36,487 35.0% $28,606 35.0%
State income taxes, net
of Federal benefit................ 4,339 3.1 3,683 3.5 2,675 3.3
Other items (each less
than 5% of computed
tax).............................. 1,542 1.2 748 .8 1,363 1.7
------- ---- ------- ---- ------- ----
Total............................ $54,325 39.3% $40,918 39.3% $32,644 40.0%
======= ==== ======= ==== ======= ====
</TABLE>
38
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. INCOME TAXES (CONTINUED)
The tax effects of temporary differences that give rise to significant
portions of the Federal and state deferred tax assets and liabilities are
comprised of the following:
<TABLE>
<CAPTION>
September 30,
------------------------
1996 1995
----------- -----------
<S> <C> <C>
Deferred tax liabilities:
Depreciable assets $25,319,000 $22,672,000
Amortization of prior year's
cash basis deductions 458,000 907,000
----------- -----------
25,777,000 23,579,000
Deferred tax assets:
Self insurance liability risks 3,596,000 3,314,000
Allowance for doubtful accounts 10,860,000 6,024,000
Cash basis method of accounting 4,561,000 2,942,000
----------- -----------
19,017,000 12,280,000
Valuation allowance for deferred assets - -
----------- -----------
Net deferred tax assets 19,017,000 12,280,000
----------- -----------
Net deferred tax liabilities $ 6,760,000 $11,299,000
=========== ===========
</TABLE>
Income taxes paid (net of refunds) amounted to $47,853,000, $44,807,000 and
$29,555,000 for the years ended September 30, 1996, 1995 and 1994, respectively.
6. RETIREMENT PLAN
The Company has a defined contribution retirement plan which covers all
eligible employees at its hospitals and the corporate office. This plan
includes a provision for the Company to match a portion of employee
contributions. Total retirement program expense was $2,136,000, $1,676,000 and
$1,312,000 for the years ended September 30, 1996, 1995 and 1994, respectively.
7. STOCKHOLDERS' EQUITY
The Company has a 1991 Stock Option Plan, a 1993 Stock Option Plan and a
1996 Executive Incentive Compensation Plan for the granting of options to key
employees of the Company.
39
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. STOCKHOLDERS' EQUITY (CONTINUED)
Pertinent information covering the plans is summarized below:
<TABLE>
<CAPTION>
September 30,
------------------------------------------
OPTIONS 1996 1995 1994
- ------- ---------------- ----------- -----------
<S> <C> <C> <C>
Outstanding at beginning of year 8,702,000 7,491,000 9,667,000
Granted 1,253,000 1,994,000 338,000
Exercised (1,754,000) (368,000) (2,460,000)
Terminated (58,000) (415,000) (54,000)
--------------- ---------- ----------
Outstanding at end of year 8,143,000 8,702,000 7,491,000
=============== ========== ==========
Exercisable at end of year 5,491,000 4,241,000 1,880,000
=============== ========== ==========
Options granted:
Option price $18.75 - $23.25 $11.61 $10.11
Expiration from grant date 10 years 10 years 10 years
</TABLE>
In general, stock options as to shares are exercisable during a period
beginning one year after the date of grant, and expire upon certain events (such
as termination of employment with the Company). At September 30, 1996 there
were approximately 6,255,000 shares of unissued common stock reserved for
issuance under the plans. In addition, the Company has granted options for
shares of Class A Common Stock to four non-employee directors. At September 30,
1996 there were approximately 118,000 options outstanding at $2.80 to $21.58 per
share, expiring in 2001 through 2006.
The Company also has a Stock Incentive Plan for corporate officers and
management staff. This plan provides for the awarding of additional
compensation to key personnel in the form of Company stock. The stock will be
issued to the grantee four years after the date of grant, provided the
individual is still an employee of the Company. At September 30, 1996 there
were approximately 456,000 shares reserved under the plan, for which the Company
has recorded approximately $1,200,000, $1,200,000 and $500,000 of compensation
expense for the years ended September 30, 1996, 1995 and 1994, respectively.
8. PROFESSIONAL AND LIABILITY RISKS
The Company has a layered self-insurance program with a major insurance
carrier for its professional liability risks. An umbrella policy provides $25
million of coverage in excess of an underlying limit of $2 million depending
upon layer structures and the dollar amounts of claims settled.
Accruals for self-insured professional liability risks are determined using
asserted and unasserted claims identified by the Company's incident reporting
system and actuarially determined estimates based on Company and industry
historical loss payment patterns. Although the ultimate settlement of these
accruals may vary from these estimates, management believes that the amounts
provided in the Company's consolidated financial statements are adequate.
40
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. COMMITMENTS
The Company has a number of hospital renovation/expansion projects underway
at September 30, 1996. In addition, the Company plans to replace four of its
existing hospitals over the next four years, subject to approval by the
appropriate regulatory agencies.
At September 30, 1996 there were hospital renovation and expansion
commitments of approximately $25.6 million outstanding, of which approximately
$9.8 million was paid at September 30, 1996.
10. QUARTERLY DATA (UNAUDITED)
For the two years ended September 30, 1996
(in thousands, except per share data)
<TABLE>
<CAPTION>
Quarter
1st 2nd 3rd 4th Total
--------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
1996
- ---------
Net patient
service revenue...... $151,943 $184,825 $184,356 $193,193 $714,317
Income before income
taxes................ 24,773 41,102 39,795 32,741 138,411
Net income............. 15,049 24,970 24,176 19,891 84,086
Net income per share... $ .14 $ .23 $ .22 $ .18 $ .76
Weighted average
number of shares..... 109,387 110,430 110,869 110,762 110,449
1995
- ---------
Net patient
service revenue...... $115,416 $144,776 $136,977 $133,925 $531,094
Income before income
taxes................ 18,616 30,676 30,532 24,425 104,249
Net income............. 11,309 18,636 18,549 14,837 63,331
Net income per share... $ .11 $ .17 $ .17 $ .14 $ .59
Weighted average
number of shares..... 107,499 107,960 108,161 108,887 108,084
</TABLE>
41
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item is (i) incorporated herein by
reference to the Company's proxy statement to be issued in connection with the
Annual Meeting of Stockholders of the Company to be held on February 18, 1997
under "Election of Directors", which proxy statement will be filed within 120
days after the end of the Company's fiscal year and (ii) set forth under
"Executive Officers of the Registrant" in Part I of this Report.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by reference to
the Company's proxy statement to be issued in connection with the Annual Meeting
of the Stockholders of the Company to be held on February 18, 1997 under
"Executive Compensation", which proxy statement will be filed within 120 days
after the end of the Company's fiscal year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated herein by reference to
the Company's proxy statement to be issued in connection with the Annual Meeting
of Stockholders of the Company to be held on February 18, 1997 under "Security
Ownership of Certain Beneficial Owners and Management", which proxy statement
will be filed within 120 days after the end of the Company's fiscal year.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated herein by reference to
the Company's proxy statement to be issued in connection with the Annual Meeting
of Stockholders of the Company to be held on February 18, 1997 under "Certain
Transactions", which proxy statement will be filed within 120 days after the end
of the Company's fiscal year.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K
Item 14(a)(1), 14(a)(2) and 14(d):
See Item 8. Of this Report.
The following financial statement schedule is filed as part of this Report
at page 44 hereof.
42
<PAGE>
All other schedules are omitted since the required information is not
present or is not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the consolidated
financial statements and notes thereto.
Item 14(a)(3) and 14(c): See Index to Exhibits.
Item 14(b):
Form 8-K/A Amendment No. 1 for Form 8-K dated June 10, 1996 (filed August
17, 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 206-bed hospital as
described in the Company's Current Report on Form 8-K dated June 10, 1996.
43
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Balance at Acquisitions Charged
Beginning of and Charges to to other End of
Period Dispositions Operations(a) Accounts Deductions(b) Period
------------ ------------ ------------- --------- ------------- -------
<S> <C> <C> <C> <C> <C> <C>
Year ended September 30, 1994
Allowance for doubtful
accounts.................. $14,240 $ (420) $40,002 $ - $32,479 $21,343
======= ======= ======= ========= ======= =======
Year ended September 30, 1995
Allowance for doubtful
accounts.................. $21,343 $ 4,318 $48,338 $ - $45,665 $28,334
======= ======= ======= ========= ======= =======
Year ended September 30, 1996
Allowance for doubtful
accounts.................. $28,334 $19,107 $64,763 $ - $58,079 $54,125
======= ======= ======= ========= ======= =======
</TABLE>
________________________
(a) Charges to operations include amounts related to provisions for
doubtful accounts.
(b) Includes amounts written-off as uncollectible.
44
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By /s/ William J. Schoen Chairman of the Board,
---------------------------- President and
William J. Schoen Chief Executive Officer December 10, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated:
/s/ William J. Schoen Chairman of the Board,
- -------------------------------- President and
William J. Schoen Chief Executive Officer December 10, 1996
(Principal Executive
Officer)
/s/ Stephen M. Ray Senior Vice President -
- -------------------------------- Finance
Stephen M. Ray (Principal Financial December 10, 1996
Officer and Principal
Accounting Officer)
/s/ Kent P. Dauten
-------------------------------
Kent P. Dauten Director December 10, 1996
/s/ Robert A. Knox
-------------------------------
Robert A. Knox Director December 10, 1996
/s/ Charles R. Lees
-------------------------------
Charles R. Lees Director December 10, 1996
/s/ Kenneth D. Lewis
- --------------------------------
Kenneth D. Lewis Director December 10, 1996
/s/ William E. Mayberry, M.D.
-------------------------------
William E. Mayberry, M.D. Director December 10, 1996
45
<PAGE>
INDEX TO EXHIBITS
(2) PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION
Not applicable.
(3) (i) ARTICLES OF INCORPORATION
3.1/(m)/ Fifth Restated Certificate of Incorporation. (Exhibit 3.1)
(ii) BY-LAWS
3.2/(q)/ By-laws, as amended. (Exhibit 3.2)
(4) INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
The Exhibits referenced under (3) of this Index to Exhibits are incorporated
herein by reference.
4.1/(j)/ Specimen Stock Certificate. (Exhibit 4.11)
4.2/(l)/ 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. (Exhibit
4.12)
4.3 Credit Agreement dated May 6, 1996 between First Union National
Bank of Florida and the Company, pertaining to a $10 million
working capital and cash management line of credit, is included
herein as Exhibit 4.3 at page 53 of this Report.
(9) VOTING TRUST AGREEMENT
Not applicable.
(10) MATERIAL CONTRACTS
The Exhibits referenced under (4) of this Index to Exhibits are incorporated
herein by reference.
10.1/(a)/ Deed of Trust dated June 2, 1979 of Health Management Associates of
West Virginia, Inc. (Exhibit 10.40)
10.2/(f)/ Guaranty Agreement, dated October 1, 1986 between the Company and
Liberty National Bank and Trust Company of Louisville, as Trustee.
(Exhibit 19.1)
10.3/(b)/ Mortgage dated November 20, 1987 by Orlando H.M.A., Inc. to First
Union National Bank of Florida, including Mortgage Modification
Agreement dated December 14, 1987. (Exhibit 10.43)
10.4/(i)/ Mortgage Modification by and between Orlando H.M.A., Inc. and First
Union National Bank of Florida, dated as of May 14, 1992. (Exhibit
28.1)
10.5/(b)/ Guaranty dated November 20, 1987 from the Company to First Union
National Bank of Florida. (Exhibit 10.41)
10.6/(n)/ Modification Agreement (to Guaranty Agreement dated November 20, 1987
for a Mortgage Construction Loan to Orlando H.M.A., Inc.) between the
Company and First Union National Bank of Florida, dated as of April
10, 1995. (Exhibit 4.1)
46
<PAGE>
10.7/(b)/ General Assignment and Security Agreement, dated November 20, 1987 by
Orlando H.M.A., Inc. to First Union National Bank of Florida. (Exhibit
10.44)
10.8/(b)/ Mortgage dated August 19, 1988 by Martin H.M.A., Inc. to First Union
National Bank of Florida. (Exhibit 10.51)
10.9/(i)/ Mortgage Modification by and between Martin H.M.A., Inc. and First
Union National Bank of Florida, dated as of May 14, 1992. (Exhibit
28.2)
10.10/(b)/ Guaranty dated August 19, 1988 by the Company to First Union
National Bank of Florida. (Exhibit 10.52)
10.11/(n)/ Modification Agreement (to Guaranty Agreement dated August 19,
1988 for a Mortgage Construction Loan to Martin H.M.A., Inc.)
between the Company and First Union National Bank of Florida,
dated as of April 10, 1995. (Exhibit 4.2)
10.12/(i)/ 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. (Exhibit 4.1)
10.13/(m)/ Amended and Restated Parent Guaranty Agreement of the Company
dated as of December 1, 1994 relating to a Term Loan Agreement
dated July 6, 1992 among Riverview Regional Medical Center,
Inc., NationsBank of Florida, National Association, and the
Banks named therein. (Exhibit 4.1)
10.14/(k)/ Mortgage and Security Agreement between Gaffney H.M.A., Inc. and
First Union National Bank of North Carolina, dated as of
September 2, 1993. (Exhibit 10.54)
10.15/(m)/ Credit Agreement between Gaffney H.M.A., Inc. and First Union
National Bank of North Carolina, dated September 2, 1993, and
Guaranty Agreement between the Company and First Union National
Bank of North Carolina, dated as of September 2, 1993. (Exhibit
4.2)
10.16/(m)/ Modification Agreement (to Guaranty Agreement between the
Company and First Union National Bank of North Carolina relating
to Credit Agreement dated September 2, 1993 between Gaffney
H.M.A., Inc. and First Union National Bank of North Carolina)
between the Company and First Union National Bank of North
Carolina, dated as of December 16, 1994. (Exhibit 4.3)
10.17/(c)/ Loan Agreement between City of Paintsville, Kentucky and
Paintsville Hospital Company; Indenture of Trust between City of
Paintsville, Kentucky and Liberty National Bank and Trust
Company of Louisville, as Trustee; Guaranty Agreement between
the Company and Liberty National Bank and Trust Company of
Louisville, as Trustee; Stock Pledge Agreement between Health
Management Associates, Inc., a Kentucky corporation and Liberty
National Bank and Trust Company of Louisville, as Trustee;
Arbitrage Agreement between Paintsville Hospital Company, the
City of Paintsville and Liberty National Bank and Trust Company
of Louisville; and Mortgage and Security Agreement between
Paintsville Hospital Company and Liberty National Bank and Trust
Company of Louisville, all dated as of September 1, 1991.
(Exhibit 10.70)
10.18/(d)/ Pledge Agreement dated as of October 1, 1986 between Health
Management Associates, Inc., a Kentucky corporation, and Liberty
National Bank and Trust Company of Louisville; Security
Agreement dated as of October 1, 1986 between Health Management
47
<PAGE>
Associates of West Virginia, Inc. and Liberty National Bank and
Trust Company of Louisville; and Guaranty Agreement dated as of
October 1, 1986 between Health Management Associates of West
Virginia, Inc. and Liberty National Bank and Trust Company of
Louisville. (Exhibit 10.71)
10.19/(m)/ First Amended and Restated Lease Agreement, dated as of January
1, 1995 between The Board of Commissioners of the Highlands
County Hospital District and Sebring Hospital Management
Associates, Inc. (Exhibit 10.1)
10.20/(e)/ Lease dated as of July 1, 1986 between Fishermen's Hospital,
Inc. and Marathon H.M.A., Inc. (Exhibit 28.1)
10.21/(h)/ First Amendment of the July 1, 1986 Lease Agreement by and
between Fishermen's Hospital, Inc. and Marathon H.M.A., Inc.
dated December 18, 1991. (Exhibit 28.1)
10.22/(b)/ Lease Agreement dated January 12, 1990 between Biloxi Regional
Medical Center, Inc. and Biloxi H.M.A., Inc. (Exhibit 10.54)
10.23/(b)/ Letter Agreement Regarding Old Hospital from the Company to
Biloxi Regional Medical Center, dated January 5, 1990. (Exhibit
10.56)
10.24/(k)/ Lease Agreement between Heart of Florida Hospital Association,
Inc., Haines City HMA, Inc. and the Company, dated April 30,
1993. (Exhibit 10.49)
10.25/(d)/ BancFlorida Center Lease dated October 29, 1991 between the
Company and BancFlorida. (Exhibit 10.72)
10.26/(l)/ Aircraft Purchase Agreement between Gulfstream Aerospace
Corporation and the Company, dated December 16, 1993. (Exhibit
10.31)
10.27/(l)/ Aircraft Security Agreement between the Company and NationsBank
Leasing Corporation of North Carolina, dated January 5, 1994.
(Exhibit 10.34)
10.28/(l)/ Agreement between Paintsville Hospital Company, Inc. and United
Steel Workers of America, AFL-CIO-CLC, dated February 24, 1994.
(Exhibit 10.20)
10.29/(j)/ Amended and Restated Employment Agreement dated December 15,
1992 between Health Management Associates, Inc. and William J.
Schoen. (Exhibit 10.46)
10.30/(a)/ Health Management Associates, Inc. Incentive Compensation Plan
for Corporate Officers and Management Staff. (Exhibit 10.28)
10.31/(g)/ Health Management Associates, Inc. Stock Incentive Plan for
Corporate Officers and Management Staff. (Exhibit 10.56)
10.32/(m)/ Amendment No. 1 to the Health Management Associates, Inc. Stock
Incentive Plan for Corporate Officers and Management Staff.
(Exhibit 10.2)
10.33/(k)/ Health Management Associates, Inc. Supplemental Executive
Retirement Plan, dated July 12, 1990. (Exhibit 10.22)
10.34/(l)/ First Amendment to the Health Management Associates, Inc.
Supplemental Executive Retirement Plan, dated January 1, 1994.
(Exhibit 10.51)
48
<PAGE>
10.35/(b)/ Registration Agreement dated September 2, 1988 between HMA
Holding Corp., First Chicago Investment Corporation, Madison
Dearborn Partners IV, Prudential Venture Partners, Prudential
Venture Partners II, William J. Schoen, Kelly E. Curry, Stephen
M. Ray, Robb L. Smith, George A. Taylor and Earl P. Holland.
(Exhibit 10.23)
10.36/(c)/ Health Management Associates, Inc. 1991 Non-Statutory Stock
Option Plan. (Exhibit 10.67)
10.37/(j)/ Amendment No. 1 and Amendment No. 2 to the Health Management
Associates, Inc. 1991 Non-Statutory Stock Option Plan. (Exhibit
10.44)
10.38/(j)/ Health Management Associates, Inc. 1993 Non-Statutory Stock
Option Plan. (Exhibit 10.45)
10.39/(m)/ Health Management Associates, Inc. Stock Option Plan for Outside
Directors. (Exhibit 10.5)
10.40/(c)/ Stock Option Agreement dated as of May 14, 1991 between the
Company and Kenneth D. Lewis. (Exhibit 10.68)
10.41/(c)/ Stock Option Agreement dated as of May 14, 1991 between the
Company and Charles R. Lees. (Exhibit 10.69)
10.42/(j)/ Stock Option Agreement, dated May 14, 1992, between the Company
and Kenneth D. Lewis. (Exhibit 10.41)
10.43/(j)/ Stock Option Agreement, dated May 14, 1992, between the Company
and Charles R. Lees. (Exhibit 10.42)
10.44/(k)/ Stock Option Agreement, dated May 18, 1993, between the Company
and Kenneth D. Lewis. (Exhibit 10.47)
10.45/(k)/ Stock Option Agreement, dated May 18, 1993, between the Company
and Charles R. Lees. (Exhibit 10.48)
10.46/(l)/ Stock Option Agreement dated May 20, 1994, between the Company
and Charles R. Lees. (Exhibit 10.52)
10.47/(l)/ Stock Option Agreement dated May 17, 1994, between the Company
and Kenneth D. Lewis. (Exhibit 10.53)
10.48/(l)/ Stock Option Agreement dated May 17, 1994, between the Company
and Kent P. Dauten. (Exhibit 10.54)
10.49/(l)/ Stock Option Agreement dated May 17, 1994, between the Company
and William E. Mayberry. (Exhibit 10.55)
10.50/(o)/ Stock Purchase Agreement dated as of January 31, 1995 among The
Cape Coral Medical Center, Inc. and Subsidiaries and the
Company. (Exhibit 10.54)
10.51/(o)/ Asset Purchase Agreement dated as of July 31, 1995, and Lease
Agreement dated as of August 31, 1995, among The Byerly
Hospital, the Company and Hartsville HMA, Inc. (Exhibit 10.55)
10.52/(o)/ Master Agreement dated as of August 16, 1995, and Authority
Lease Agreement dated as of October 1, 1995 among The Hospital
Authority of Bulloch County, Georgia, the Company and Statesboro
HMA, Inc., and County Lease Agreement dated as of October
49
<PAGE>
1, 1995 among the Board of Commissioners of Bulloch County,
Georgia, the Company and Statesboro HMA, Inc. (Exhibit 10.56)
10.53/(o)/ Amendment No. 5 to the Health Management Associates, Inc. 1991
Non-Statutory Stock Option Plan. (Exhibit 10.57)
10.54/(o)/ Amendment No. 3 to the Health Management Associates, Inc. 1993
Non-Statutory Stock Option Plan. (Exhibit 10.58)
10.55/(o)/ Amendment No. 1 to the Health Management Associates, Inc. Stock
Option Plan for Outside Directors. (Exhibit 10.59)
10.56/(q)/ Lease Agreement dated as of December 28, 1995 among Coahoma
County, Mississippi, Clarksdale HMA, Inc. and the Company.
(Exhibit 10.1)
10.57/(s)/ Definitive Agreement and Lease Agreement, both dated May 21,
1996, among Midwest City Memorial Hospital Authority, an
Oklahoma Public Trust, and Midwest City HMA, Inc. and Health
Management Associates, Inc. (Exhibit 2.1)
10.58/(q)/ Amendment No. 6 to the Health Management Associates, Inc. 1991
Non-Statutory Stock Option Plan. (Exhibit 10.2)
10.59/(q)/ Amendment No. 7 to the Health Management Associates, Inc. 1991
Non-Statutory Stock Option Plan. (Exhibit 10.3)
10.60/(q)/ Amendment No. 4 to the Health Management Associates, Inc. 1993
Non-Statutory Stock Option Plan. (Exhibit 10.4)
10.61/(q)/ Amendment No. 5 to the Health Management Associates, Inc. 1993
Non-Statutory Stock Option Plan. (Exhibit 10.5)
10.62/(p)/ Health Management Associates, Inc. 1996 Executive Incentive
Compensation Plan. (Exhibit 99.15)
10.63/(r)/ Amendment No. 1 to the Health Management Associates, Inc. 1996
Executive Incentive Compensation Plan. (Exhibit 10.1)
10.64 Second Amendment to the Health Management Associates, Inc.
Supplemental Executive Retirement Plan, dated September 17, 1996, is
included herein as Exhibit 10.64 at page 68 of this Report.
(11) STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
11.1 Statement re computation of per share earnings is included herein as
Exhibit 11.1 at page 69 of this Report.
(12) STATEMENTS RE COMPUTATION OF RATIOS
Not applicable.
(13) ANNUAL REPORT TO SECURITY HOLDERS, FORM 10-Q OR QUARTERLY REPORT TO
SECURITY HOLDERS
Not applicable.
(16) LETTER RE CHANGE IN CERTIFYING ACCOUNTANT
Not applicable.
50
<PAGE>
(18) LETTER RE CHANGE IN ACCOUNTING PRINCIPLES
Not applicable.
(21) SUBSIDIARIES OF THE REGISTRANT
21.1 Subsidiaries of the registrant are listed on Exhibit 21.1
included herein at page 70 of this Report.
(22) PUBLISHED REPORT REGARDING MATTERS SUBMITTED TO VOTE OF SECURITY
HOLDERS
None.
(23) CONSENTS OF EXPERTS AND COUNSEL
23.1 Consent of Ernst & Young LLP is filed as part of this Report as
Exhibit 23.1 at page 71 hereof.
23.2 Consent of Ernst & Young LLP is filed as part of this Report as
Exhibit 23.2 at page 72 hereof.
(24) POWER OF ATTORNEY
Not applicable.
(27) FINANCIAL DATA SCHEDULE
27.1 Financial Data Schedule is filed as part of this Report as Exhibit
27.1 at page 73 hereof.
(28) INFORMATION FROM REPORTS FURNISHED TO STATE INSURANCE REGULATORY
AUTHORITIES
Not applicable.
(99) ADDITIONAL EXHIBITS
None.
______________________________
(a) Exhibit previously filed as part of and is incorporated herein by
reference to the Company's Registration Statement on Form S-1
(Registration No. 33-5341). The exhibit number contained in
parenthesis refers to the exhibit number in such Registration
Statement.
(b) Exhibit previously filed as part of and is incorporated herein by
reference to the Company's Registration Statement on Form S-1
(Registration No. 33-36406). The exhibit number contained in
parenthesis refers to the exhibit number in such Registra tion
Statement.
(c) Exhibit previously filed as part of and is incorporated herein by
reference to the Company's Registration Statement on Form S-1
(Registration No. 33-43193). The exhibit number contained in
parenthesis refers to the exhibit number in such Registra tion
Statement.
(d) Exhibit previously filed as part of and is incorporated herein by
reference to the Company's Registration Statement on Form S-1,
Amendment No. 2 (Registration No. 33-43193). The exhibit number
contained in parenthesis refers to the exhibit number in such
Registration Statement.
(e) Exhibit previously filed as part of and is incorporated herein by
reference to the Company's Current Report on Form 8-K dated July 1,
1986. The exhibit number contained in parenthesis refers to the
exhibit number in such Form 8-K.
51
<PAGE>
(f) Exhibit previously filed as part of and is incorporated herein by
reference to the Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1990. The exhibit number contained in
parenthesis refers to the exhibit number in such Form 10-Q.
(g) Exhibit previously filed as part of and is incorporated herein by
reference to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1991. The exhibit number contained in
parenthesis refers to the exhibit number in such Form 10-Q.
(h) Exhibit previously filed as part of and is incorporated herein by
reference to the Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1991. The exhibit number contained in
parenthesis refers to the exhibit number in such Form 10-Q.
(i) Exhibit previously filed as part of and is incorporated herein by
reference to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1992. The exhibit number contained in
parenthesis refers to the exhibit number in such Form 10-Q.
(j) Exhibit previously filed as part of and is incorporated herein by
reference to the Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1992. The exhibit number contained in
parenthesis refers to the exhibit number in such Form 10-K.
(k) Exhibit previously filed as part of and is incorporated herein by
reference to the Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1993. The exhibit number contained in
parenthesis refers to the exhibit number in such Form 10-K.
(l) Exhibit previously filed as part of and is incorporated herein by
reference to the Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1994. The exhibit number contained in
parenthesis refers to the exhibit number in such Form 10-K.
(m) Exhibit previously filed as part of and is incorporated herein
reference to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995. The exhibit number contained in
parenthesis refers to the exhibit number in such Form 10-Q.
(n) Exhibit previously filed as part of and is incorporated herein by
reference to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995. The exhibit number contained in
parenthesis refers to the exhibit number in such Form 10-Q.
(o) Exhibit previously filed as part of and is incorporated herein by
reference to the Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1995. The exhibit number contained in
parenthesis refers to the exhibit number in such Form 10-K.
(p) Exhibit previously filed as part of and is incorporated herein by
reference to the Company's Registration Statement on Form S-8
(Registration No. 33-80433). The exhibit number contained in
parenthesis refers to the exhibit number in such Registra tion
Statement.
(q) Exhibit previously filed as part of and is incorporated herein by
reference to the Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1995. The exhibit number contained in
parenthesis refers to the exhibit number in such Form 10-Q.
(r) Exhibit previously filed as part of and is incorporated herein by
reference to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996. The exhibit number contained in
parenthesis refers to the exhibit number in such Form 10-Q.
(s) Exhibit previously filed as part of and is incorporated herein by
reference to the Company's Current Report on Form 8-K dated June 10,
1996. The exhibit number contained in parenthesis refers to the
exhibit number in such Form 8-K.
52
<PAGE>
Exhibit 4.3
May 6, 1996
Health Management Associates, Inc.
5811 Pelican Bay Blvd., Suite 500
Naples, FL 33963
Attn: Robert E. Farnham
Dear Mr. Farnham:
This letter agreement (this "Agreement") documents the parties'
understandings relative to an extension of credit by FIRST UNION NATIONAL BANK
OF FLORIDA ("Bank"), a national banking association, to HEALTH MANAGEMENT
ASSOCIATES, INC. ("Borrower), a Delaware corporation. Bank and Borrower agree
as follows:
DEFINITIONS. As used in this Agreement, the capitalized terms defined
-----------
below have the respective meanings ascribed to them:
"ADVANCE" means an advance to Borrower of proceeds of the Loan pursuant
-------
to this Agreement, on any given Advance Date.
"ADVANCE DATE" means the date as of which an Advance is made.
------------
"BUSINESS DAY" means a weekday on which commercial banks are open for
------------
business in Tampa, Florida.
"COMMITMENT EXPIRATION" means November 1, 1996, or such earlier date
---------------------
that Borrower terminates its cash management arrangements with Bank.
"DEFAULT" has the meaning set forth in section 8.
-------
"DEFAULT RATE" means the highest lawful rate of interest, under Florida
------------
law, per annum specified in any Note to apply after a default under such Note
or, if no such rate is specified, a rate equal to the lesser of (a) two (2)
percentage points above the contract rate on the Loan otherwise in effect from
time to time or (b) the highest rate of interest allowed by law.
"GAAP" means Generally Accepted Accounting Principles as defined by the
----
Financial Accounting Standards Board or its successor as in effect at the time
any calculation is required to be made under this Agreement or any financial
statement or report is prepared pursuant to it.
"GOVERNMENTAL AUTHORITY" means any nation or government, any state or
----------------------
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions pertaining to
government.
53
<PAGE>
Health Management Associates, Inc.
May 6, 1996
"LIABILITIES" means all current and future liabilities, obligations,
-----------
and indebtedness (including interest thereon and any renewals, extensions, or
modifications) of Borrower owing to Bank pursuant to the Loan, the Note, this
Agreement, or the Loan Documents, whether now due or to become due, and whether
now existing or later created, advanced or contracted.
"LOAN" means the loan or loans from Bank to Borrower described in
----
section 2 and evidenced by the Note.
"LOAN COMMITMENT" means the obligation of Bank to make Advances with
---------------
respect to the Loan pursuant to section 2 of this Agreement.
"LOAN DOCUMENTS" mean the Note, this Agreement, and all other documents
--------------
and agreements necessary or appropriate to document and effectuate the Loan.
"MASTER CREDIT FACILITY" means the credit facility established by
----------------------
Borrower pursuant to the Fourth Amended and Restated Revolving Credit Agreement
dated December 1, 1994, and any amendments, renewals, and substitutions for that
facility.
"MAXIMUM LOAN AMOUNT" means $10,000,000 or such other amount to which
-------------------
Bank consents in writing from time to time.
"NOTE" means the promissory note dated the same date at this Agreement,
----
executed by Borrower in favor of Bank, in the face amount of the Maximum Loan
Amount, and any renewal, modification, extension, or consolidation of the Note.
"PERMITTED LIENS" means
---------------
(a) Liens securing the Liabilities;
(b) Liens securing Borrower's obligations under the Master Credit
Facility;
(c) Liens for taxes and other statutory liens, landlord's liens, and
similar liens arising by operation of law, so long as the obligations secured
thereby are not past due or are being contested as permitted herein; and
(d) such other Liens to which Bank consents in writing from time to
time.
"PERSON" means any natural person, corporation, unin corporated
------
organization, trust, joint-stock company, joint venture, association, company,
limited or general partnership,
54
<PAGE>
Health Management Associates, Inc.
May 6, 1996
limited liability company, any government, or any agency or political
subdivision of any government.
"PRIME RATE" means that index rate of interest per annum announced from
----------
time to time by Bank (or its successor) as its "Prime Rate" or "Prime Lending
Rate" (which rate shall not necessarily be the best or lowest rate for any
particular type of loan or for loans to any particular class or category of cus
tomer). A change in the Prime Rate will become effective from the beginning of
the day on which such change is announced by Bank.
"REQUIREMENT OF LAW" means, as to any Person, the ar ticles of
------------------
incorporation and bylaws or other organizational or governing documents of the
person, and any law, treaty, rule, or regulation or determination of an
arbitrator or a court or other Governmental Authority in each case applicable to
or binding on the Person or any of its property or to which the Person or any of
its property is subject.
"RESPONSIBLE OFFICER" means a financial officer of Borrower.
-------------------
"SUBSIDIARY" means any corporation, partnership, or other Person in
----------
which Borrower, directly or indirectly, owns more than fifty percent (50%) of
the stock, capital, or income interests, or other beneficial interests, or which
is effectively controlled by Borrower.
2. LOAN. Subject to the terms and conditions of this Agreement, Bank
----
shall make available to Borrower loans for short-term working capital in a total
principal amount not to exceed the Maximum Loan Amount (the "Loan"). The Loan
is to be used by Borrower solely to facilitate day-to-day cash management needs
in conjunction with services provided by Bank. Borrower shall execute and
deliver to Bank the Note, which will evidence the outstanding principal balance
of the Loan, as it may change from time to time, and provide for accrual and
payment of interest and repayment in accordance with the terms of this
Agreement. Advances under the Loan will be subject to the following terms:
(a) Borrower may borrow, repay, and reborrow from time to time from
the Loan for a period from the date of this Agreement to the earlier of the
Commitment Expiration or the termination of the Loan Commitment pursuant to
section 8 of this Agreement.
(b) The outstanding balance of the Loan may increase and decrease from
time to time, and Advances thereunder may be repaid and reborrowed, but the
total of Advances outstanding at any one time under the Loan shall never exceed
the Maximum Loan Amount.
55
<PAGE>
Health Management Associates, Inc.
May 6, 1996
Borrower immediately shall pay to Bank any such excess. Bank may, in its
discretion, make or permit to remain outstanding Advances to Borrower under the
Loan in excess of the Maximum Loan Amount, which will become part of the Loan
and the indebtedness under the Note, bear interest as provided in the Note, be
payable upon demand, and be entitled to all rights and benefits under this
Agreement and under all other Loan Documents.
(c) Borrower shall repay on the Commitment Expiration all Advances and
accrued interest under the Loan not previously repaid.
(d) Borrower shall make all payments of interest and principal under
the Note without setoff or counterclaim, in immediately available funds, at
Bank's offices set forth in this Agreement, and in such coin or currency of the
United States of America that at the time of payment is legal tender for the
payment of public and private debt.
(e) Borrower may prepay the principal balance of the Loan, in whole or
in part, at any time without premium or penalty.
3. COMPUTATION AND PAYMENT OF INTEREST.
-----------------------------------
(a) From the date of this Agreement to and including the Commitment
Expiration, the outstanding principal balance of the Loan shall bear interest
until paid in full at a rate per annum equal to the Prime Rate minus one-quarter
of one percent (1/4%).
(b) Borrower shall pay interest monthly on the outstanding principal
balance of the Loan, on the last day of each month beginning on the first of
such days to occur after an Advance has been made.
(c) All interest and fees under the Note or this Agreement will be
calculated on a 365-day year for the actual number of days elapsed in an
interest period (actual/365 method).
(d) Any payments not made as and when due (whether at stated maturity,
by acceleration, or otherwise) shall bear interest at the Default Rate from the
date due until paid, payable on demand.
4. CONDITIONS PRECEDENT TO INITIAL ADVANCE. In addition to any other
---------------------------------------
requirement set forth in this Agreement, Bank will not make the initial Advance
under the Loan unless and until the following conditions have been satisfied, in
the sole opinion of Bank and its counsel:
56
<PAGE>
Health Management Associates, Inc.
May 6, 1996
(a) Cash Management System. Borrower has entered into the cash
----------------------
management system with Bank contemplated by this Agreement.
(b) Loan Documents. Borrower and each other party to any Loan
--------------
Documents, as applicable, have executed and delivered this Agreement and the
Note.
(c) Supporting Documents. Borrower has delivered to Bank the following
--------------------
documents:
(i) A copy of the articles of incorporation and bylaws of Borrower and
a good standing certif icate of Borrower, certified by the appropriate
official of the State of Delaware; and
(ii) An incumbency certificate and certified resolutions of the board
of directors (or other appropriate persons) of Borrower authorizing the
execution, delivery, and performance of the Loan Documents.
(d) Opinion Letter. Borrower has delivered to Bank a favorable opinion
--------------
letter of Borrower's counsel in form and substance satisfactory to Bank and its
counsel.
(e) Fees and Expenses. Bank has received all amounts required to be
-----------------
paid by Borrower or another Person pursuant to the commitment letter delivered
by Bank to Borrower in connection with the Loan.
(f) Additional Matters. All corporate and other proceedings, and all
------------------
documents, instruments, and other legal matters in connection with the
transactions contemplated by this Agreement and the Loan Documents, must be
satisfactory in form and substance to Bank, and Bank must have received any of
the documents, legal opinions, and other opinions pertaining to any aspect or
consequence of the transaction contemplated by this Agreement that it reasonably
requests.
5. CONDITIONS PRECEDENT TO EACH ADVANCE. The following conditions, in
------------------------------------
addition to any other requirement set forth in this Agreement, must have been
satisfied or performed by each Advance Date, in the sole opinion of Bank and its
counsel:
(a) Accuracy of Representations. All representations and warranties
---------------------------
made by Borrower in this Agreement or otherwise in writing in connection with
this Agreement are true and correct as if made on and as of the proposed Advance
Date, and at Bank's
57
<PAGE>
Health Management Associates, Inc.
May 6, 1996
request, Borrower has so certified in an Advance Request.
(b) No Default. No Default has occurred and is continuing, and
----------
Borrower has so certified in the Advance Request.
6. REPRESENTATIONS AND WARRANTIES. Unless otherwise specified, the
------------------------------
following representations and warranties will be deemed made as of the date of
this Agreement and as of the Advance Date of any Advance by Bank to Borrower.
Borrower represents and warrants to Bank as follows:
(a) Financial Condition. The financial statements of Borrower, copies
-------------------
of which have been furnished to Bank, are complete and correct and fairly
represent the financial condition of Borrower as of that date and the results of
its operations and its cash flow for the applicable fiscal year or interim
period then ended. As of the date of its most recent balance sheet furnished by
Borrower to Bank and referenced above (the "Balance Sheet Date"), Borrower had
no other material liabilities or obligations (including contingent, indemnity,
or suretyship obligations, liabilities for taxes, long-term leases or unusual
forward or long-term commitments) not reflected in the balance sheet or in the
notes to it. All financial statements of Borrower previously furnished to Bank
were prepared in accordance with GAAP applied on a consistent basis. Since the
Balance Sheet Date, there has not been any material adverse change in the
financial condition of Borrower.
(b) Corporate Organization and Authority; Compliance with Law.
---------------------------------------------------------
Borrower (i) is a corporation duly organized and validly existing in good
standing under the laws of the juris diction of its incorporation and (ii) has
all requisite power and authority, and the legal right to own its assets and to
conduct its business as now conducted and to execute, deliver, and per form this
Agreement and the other Loan Documents, and to borrow under this Agreement.
Borrower further (x) is in compliance with all Requirements of Law applicable to
it, (y) possesses all governmental franchises, licenses, and permits that are
necessary to own or lease its assets and to carry on its business as now
conducted, and (z) is qualified to transact business as a foreign corporation or
organization in any jurisdiction in which such qualification is necessary.
(c) Authorization and Validity of Agreements. The execution, delivery,
----------------------------------------
and performance by Borrower of the Loan Documents and Borrower's borrowings
pursuant to this Agreement: (i) have been duly authorized by all requisite
action of Borrower; (ii) will not conflict with the articles of incorporation
or
58
<PAGE>
Health Management Associates, Inc.
May 6, 1996
bylaws of Borrower; and (iii) will not require any registration with, or
consent or approval of, or other act by any Government Authority. This
Agreement has been, and each other Loan Document to which it is a party will be,
duly executed and delivered to Bank on behalf of Borrower. In addition, the
Note, this Agreement, and the other Loan Documents, when executed and delivered
to Bank, will be valid and legally binding obligations of Borrower enforceable
against Borrower in accordance with their terms.
(d) No Legal Bar. The execution, delivery, and perfor mance by
------------
Borrower of this Agreement and the other Loan Documents, Borrower's borrowings
pursuant to this Agreement, and use of the loan proceeds, will not violate any
Requirement of Law applicable to Borrower or constitute a breach or violation
of, a default under, or require any consent under, any of its Contractual
Obligations.
(e) No Material Litigation. No litigation, investiga tion, or
----------------------
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the knowledge of Borrower, threatened by or against Borrower or against any
of its respective busi nesses, properties, or revenues (i) with respect to any
of the Loan Documents or any of the transactions contemplated by them, or (ii)
which could have a material adverse effect on the assets, business, operations,
property, or condition (financial or other) of Borrower.
(f) No Default. No Default or event that with notice or the passage of
----------
time or both would constitute a Default has oc curred and is continuing.
Borrower is not in default under or with respect to the Master Credit Facility
or any material Contractual Obligations.
(g) Full Disclosure. All information furnished by Borrower to Bank
---------------
concerning Borrower, its financial condition, or otherwise for the purpose of
obtaining credit for the Borrower is, or will be at the time the same is
furnished, accurate and correct in all material respects.
COVENANTS. From the date of this Agreement and until payment in full
---------
of the Liabilities and formal termination of this Agreement, Borrower shall
comply fully with the following provisions:
(a) Investigation of Borrower. Borrower shall: (i) give agents and
-------------------------
representatives of Bank full and unrestricted access from time to time during
normal business hours to its
59
<PAGE>
Health Management Associates, Inc.
May 6, 1996
business premises, offices, properties, books, records, and information; (ii)
permit agents and representatives of Bank to make such audit and examination
thereof, and conduct such other investigation, as they consider appropriate to
determine and verify its assets, business, operation, property, or condition
(financial or other) and to consummate the transactions con templated by this
Agreement; and (iii) furnish to Bank and its agents and representatives such
additional information with respect to its business and affairs as Bank or they
reasonably request from time to time. Borrower shall bear the costs of such
audits, reports, and inspections.
(b) Conduct of Business. Borrower shall (i) conduct and maintain its
-------------------
present business in the ordinary course; (ii) maintain itself at all times as a
corporation organized and validly existing in good standing under the laws of
its state of incorporation; and (iii) comply in all material respects with all
Requirements of Law and Contractual Obligations applicable to it and its
business and properties.
(c) Use of Loan Proceeds. Borrower shall use the pro ceeds of the Loan
--------------------
only to facilitate the cash management arrangement contemplated by this
Agreement and furnish to Bank all evidence that it may reasonably require with
respect to such use.
(d) Notices. Borrower promptly shall notify Bank of: (i) any Default,
-------
(ii) a default in the performance of, or compli ance with, any Requirement of
Law or Contractual Obligation of Borrower that might reasonably be expected to
have a material adverse effect on Borrower; (iii) any litigation, dispute, or
proceeding that is pending or known by Borrower's officers to be threatened
against Borrower and that might involve a claim for damages or a request for
injunctive, enforcement, or other relief that, if granted, might reasonably be
expected to have a material adverse effect on Borrower; (iv) a change in either
the name or the principal place of business of Borrower or the office where its
books and records are kept; and (v) a material adverse change in the assets,
business, operations, property, or condition (financial or other) of Borrower.
Borrower shall provide with each notice pursuant to this section a statement of
a Responsible Officer setting forth details of the occurrence referred to in the
notice and stating what action Borrower proposes to take with respect to it.
(e) Financial Statements and Periodic Reports. Borrower shall keep true
-----------------------------------------
books, records, and accounts that com pletely, accurately, and fairly reflect
all dealings and transactions relating to its assets, business, and activities
and shall record
60
<PAGE>
Health Management Associates, Inc.
May 6, 1996
all transactions in such manner as is necessary to permit preparation of its
financial statements in accordance with GAAP applied on a Consistent Basis.
Borrower shall furnish to Bank:
(i) Quarterly Reports. As soon as available and in any event
-----------------
within 45 days after the end of each calendar quarter, an income statement and a
balance sheet of Borrower prepared in accordance with GAAP applied on a
Consistent Basis as of the end of such month and year-to-date, each certified by
a Responsible Officer of Borrower as being true and accurate;
(ii) Annual Reports. Within 90 days after the end of each fiscal
--------------
year, an income statement and a reconciliation of surplus statement of Borrower
for such year, and a balance sheet as of the end of such year, prepared in
accordance with GAAP applied on a Consistent Basis, certified without
qualification by Borrower's independent accountants.
The financial statements required above shall be in consoli dated and, if
required by Bank, consolidating form for Borrower and all Subsidiaries required
by GAAP to be consolidated for financial reporting purposes. In addition to the
financial statements required herein, Bank reserves the right to require from
time to time other or additional financial or other information concerning
Borrower.
(f) Certificates; Other Information. Borrower shall furnish to Bank:
-------------------------------
(i) concurrently with the delivery of the annual financial statements
referred to in section 6(e)(ii), a certifi cate from its independent accountants
stating that after reviewing the financial statements, the accountants do not
know of any Default by Borrower under this Agreement or the other Loan
Documents;
(ii) concurrently with the delivery of the annual and quarterly
financial statements referred to in section 7(e), a certificate from a
Responsible Officer (x) containing computa tions confirming Borrower's
compliance with the financial covenants in the Master Credit Facility, and (y)
stating that the officer does not know of any Default by Borrower under this
Agreement or the other Loan Documents; and
(iii) all other information regarding the affairs of Borrower that
Bank from time to time reasonably requests.
(g) Payment of Debt, Taxes, and Other Obligations. Bor rower shall (i)
---------------------------------------------
pay and perform all of its indebtedness and
61
<PAGE>
Health Management Associates, Inc.
May 6, 1996
obligations promptly and in accordance with normal terms; and (ii) pay and
discharge or cause to be paid and discharged promptly when due and payable and
before they are in default, all taxes, assessments, and other governmental
charges or levies imposed on it or its income, profits, property, or business,
and all lawful claims for labor, material and supplies, or other goods or
services which, if unpaid, might become a lien or charge on its properties.
However, any tax, assessment, charge, levy, or claim need not be paid if its
validity is being contested in good faith by appropriate proceedings and
Borrower has made ade quate reserves for it on its books in accordance with GAAP
applied on a consistent basis, provided that the aggregate of such contested
amounts does not at any time exceed $500,000.
(h) Limitation on Liens. Borrower shall not create or permit to exist
-------------------
any Liens on any of its property, except Per mitted Liens.
(i) Margin Stock. Borrower shall not use any proceeds of the Loan to
------------
purchase or carry any margin stock (within the meaning of Regulation U of the
Board of Governors of the Federal Reserve System) or extend credit to others for
the purpose of purchasing or carrying any margin stock.
(j) Further Assurances. Borrower shall take such fur ther action,
------------------
execute such further agreements, and provide to Bank such further assurances as
may be reasonably requested to ensure compliance with the intent of this
Agreement and the other Loan Documents.
8. DEFAULT. The occurrence of one or more of the following events
-------
constitutes a Default under this Agreement and with respect to the other Loan
Documents:
(a) Nonpayment. Borrower fails to pay any principal or interest on
----------
the Note when the same becomes due and payable in accordance with its terms or
fails to pay any other Liabilities when the same becomes due and payable; or
(b) Representation False. Any representation or warranty made by
--------------------
Borrower or any other party to any Loan Document (other than Bank) herein or
therein or in any certificate or report furnished in connection herewith or
therewith shall prove to have been untrue or incorrect in any material respect
when made; or
(c) Other Covenants. Borrower fails to observe or perform any
---------------
agreement, covenant, or obligation contained in this Agreement or any other Loan
Document not provided for elsewhere in
62
<PAGE>
Health Management Associates, Inc.
May 6, 1996
this section 8 and such default is not cured within any grace period provided in
this Agreement or such other Loan Document; or
(d) Other Debts. Borrower shall be in default under the Master Credit
-----------
Facility or any material Contractual Obliga tion; or
(e) Voluntary Proceedings. Borrower shall (i) voluntarily liquidate
---------------------
or terminate operations or apply for or consent to the appointment of, or the
taking of possession by, a receiver, custodian, trustee or liquidator of such
Person or of all or of a substantial part of its assets, (ii) admit in writing
its inability, or be generally unable, to pay its debts as the debts become due,
(iii) make a general assignment for the benefit of its creditors, (iv) commence
a voluntary case under the feder al Bankruptcy Code (as now or hereafter in
effect), (v) file a petition seeking to take advantage of any other law relating
to bankruptcy, insolvency, reorganization, winding-up, or com position or
adjustment of debts, (vi) fail to controvert in a timely and appropriate manner,
or acquiesce in writing to, any petition filed against it in an involuntary case
under the Bankruptcy Code, or (vii) take any corporate action for the purpose of
effecting any of the foregoing; or
(f) Judgments. Judgments in excess of $100,000 in the aggregate shall
---------
be rendered against Borrower and shall remain undischarged, undismissed, and
unstayed for more than 30 days (except judgments validly covered by insurance)
or there shall occur any levy upon, or attachment, garnishment or other seizure
of, any material portion of the assets of Borrower, by reason of the issuance of
any tax levy, judicial attachment or garnishment or levy of execution; or
(g) Material Adverse Change. Borrower suffers a material adverse
-----------------------
change in its assets, business, operation, property, or condition (financial or
other), or any material loss, theft, damage, or destruction of the assets of
Borrower, which loss is not fully insured and which could have material adverse
effect on the business, operations, property, or condition (financial or other)
of Borrower; or
If any Default occurs, Bank may, without notice to Borrower, at its option,
terminate the Loan Commitment and withhold further Advances to Borrower, and may
declare any or all Liabilities to be immediately due and payable (if not earlier
demanded), bring suit against Borrower to collect the Liabilities, exercise any
remedy available to Bank hereunder and take any action or exercise any remedy
provided herein or in any other Loan Document or under applicable law. No
remedy shall be exclusive of other remedies or impair the right of Bank to
exercise any other remedies.
63
<PAGE>
Health Management Associates, Inc.
May 6, 1996
9. EXPENSES. Borrower shall pay on demand (i) all of Bank's costs and
--------
expenses in connection with the negotiation, preparation, execution, delivery,
administration of, and any amendment, supplement, or modification to, the Note,
this Agreement, and the other Loan Documents including the reasonable fees and
out-of-pocket expenses of counsel for Bank with respect thereto and all
reasonable costs and expenses incurred in enforcing or preserving Bank's rights
under the foregoing documents (including all reasonable attorney's fees and
expenses) incurred in all matters of enforcement, negotiation, interpreta tion,
and collection, before, during, and after demand, suit, proceeding, trial,
appeal, and post-judgment collection efforts, and any bankruptcy,
reorganization, or similar proceeding (including efforts to obtain relief from
any stay) if Borrower or any other Person or entity liable for the Loan becomes
involved in any bankruptcy, reorganization, or similar proceeding, (ii) any and
all stamp and other taxes and fees payable or determined to be payable in
connection with the execution, delivery, filing, and recording of the Note, this
Agreement, and the other Loan Documents, and Borrower shall save Bank harmless
from and against any and all liabilities with respect to or resulting from any
delay in paying or omission by Borrower to pay such taxes and fees. Bank's
legal fees in connection with preparation of this Agreement will not exceed
$5,000. The agreements in this section will survive the repayment of the
Liabilities and the termination of this Agreement.
10. WAIVER AND MODIFICATION; REMEDIES CUMULATIVE. A waiver, amendment,
--------------------------------------------
discharge, extension, termination, or modification of this Agreement or the
other Loan Documents will be valid and effective only if it is in writing and
signed by all the parties to the agreement. A written waiver by the Bank of a
Default under any provision of this Agreement or the other Loan Documents will
not operate as a waiver of either any other Default or a succeeding Default
under the same provision or as a waiver of the provision itself. No delay or
course of dealing by the Bank will operate as a waiver of any right, power, or
remedy of the Bank, except to the extent manifested in writing by the Bank and
except when this Agreement or the other Loan Documents expressly requires a
right, power, or remedy to be exercised within a specified time.
11. NOTICES. Every demand, consent, notice, or approval required or
-------
permitted to be given by a party under this Agreement or the other Loan
Documents will be valid only if it is in writing (whether or not the applicable
provision of this Agreement or the other Loan Documents state that it must be in
writing) and delivered personally or by telecopy, commercial courier, or first
class, postage prepaid, United States mail (whether or not
64
<PAGE>
Health Management Associates, Inc.
May 6, 1996
certified or registered and regardless of whether a return receipt is requested
or received by the sender), and addressed by the sender as follows:
(a) If to Borrower:
--------------
Health Management Associates, Inc.
5811 Pelican Bay Blvd., Suite 500
Naples, FL 33963
Attn: Robert E. Farnham
(b) If to Bank:
----------
First Union National Bank of Florida
100 South Ashley Drive
Tampa, Florida 33602
Telecopy: (813) 276-6526
Attention: Robert E. Hastings, Jr.
or to such other address as Bank or Borrower may designate by notice given to
the other parties in accordance with this section. A validly given demand,
consent, notice, or approval will be effective on its receipt. The Bank and
Borrower shall promptly notify each other of any change in their respective
mailing addresses that are listed in this Agreement.
12. GOVERNING LAW. The validity, construction, enforcement, and
-------------
interpretation of this Agreement will be governed by the laws of the State of
Florida and the federal laws of the United States of America, excluding the laws
of those jurisdiction pertaining to the resolution of conflicts of laws with
other jurisdictions.
13. MISCELLANEOUS. Time is of the essence with respect to the performance or
-------------
satisfaction by Borrower of every term, condition, covenant, agreement, and
obligation under the Loan Documents. The Loan Documents are not assignable by
Borrower, and any purported assignment will be invalid and unenforceable against
Bank. This Agreement is binding on the respective heirs, assignees, successors,
and personal representatives of the parties to it and inures to the benefit of
Bank's assignees, successors, and legal representatives and any subsequent
holder of the Note. If this Agreement calls for the approval or consent of
Bank, such
65
<PAGE>
Health Management Associates, Inc.
May 6, 1996
approval or consent may be given or withheld in the discretion of
Bank unless otherwise specified in this Agreement. The parties may execute each
Loan Document in counterparts. Each executed counterpart will constitute an
original document, and all of them, together, will constitute the same
agreement.
WAIVER OF JURY TRIAL. BORROWER AND BANK WAIVE TRIAL BY JURY IN CONNECTION
--------------------
WITH LITIGATION ARISING IN CONNECTION WITH THIS AGREEMENT.
___________________________
If this Agreement accurately states our understandings and agreements with
you, please so signify by signing in the space provided below for your signature
in the presence of a notary public, and have the notary contemporaneously sign
this Agreement in the space provided below.
Sincerely yours,
FIRST UNION NATIONAL
BANK OF FLORIDA
By:/s/ Jeffrey E. Noble
-------------------------
Jeffrey E. Noble
Vice President
66
<PAGE>
Health Management Associates, Inc.
May 6, 1996
Accepted and Approved:
HEALTH MANAGEMENT ASSOCIATES,
INC.
By:/s/ Stephen M. Ray
---------------------------
Name:_Stephen M.Ray________
Title:Senior Vice President - Finance
-------------------------------
67
<PAGE>
Exhibit 10.64
SECOND AMENDMENT
TO THE
HEALTH MANAGEMENT ASSOCIATES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Whereas, Health Management Associates, Inc., a corporation organized under
the laws of the State of Delaware (the "Com pany"), established the Health
Management Associates, Inc. Supplemental Executive Retirement Plan (the "Plan"),
and
Whereas, the right to amend the Plan is expressly reserved to the Company
under Section 5.3 thereof, and
Whereas, the Plan was amended effective December 13, 1993, under the First
Amendment to the Health Management Associates, Inc. Supplemental Executive
Retirement Plan, and
Whereas, the Company wishes to amend the Plan again.
Now, Therefore, the Plan is hereby amended, effective September 17, 1996, as
follows:
Section 4.1 is amended to read as follows:
Section 4.1. Retirement Benefit. If a Participant's Full-Time Employment
------------------
does not terminate until on or after his Normal Retire ment Date, the
Participant shall be entitled to receive his Retirement Benefit. The Partici
pant's first monthly Retirement Benefit payment shall be due and payable on
the first day of the month immediately following his Normal Retirement Date.
A Participant's Retirement Benefit shall not be increased, other than by
resolution of the Board, for any delay between his Normal Retirement Date
and his actual termination of Full-Time Employment.
The remainder of the Plan shall remain in full force and effect and shall be
unaffected by this Second Amendment.
In Witness Whereof, the Company has this caused this Second Amendment to be
executed this 17 day of September, 1996.
Health Management Associates, Inc.
By: /s/ Robb L.Smith
-----------------------------------
Its: Senior Vice President
----------------------------------
68
<PAGE>
Exhibit 11.1
HEALTH MANAGEMENT ASSOCIATES, INC.
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
(In thousands, except per share data)
<TABLE>
<CAPTION>
Year ended September 30,
----------------------------
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Income before cumulative effect
of accounting change....................... $ 84,086 $ 63,331 $ 49,086
Accounting change............................ - - (2,550)
-------- -------- --------
Net income................................... $ 84,086 $ 63,331 $ 46,536
======== ======== ========
PRIMARY
-------
Weighted average number of common shares
outstanding during the period............... 105,197 103,606 102,181
Exercise of options net of assumed purchase
of treasury shares with proceeds therefrom.. 5,252 4,478 4,423
-------- -------- --------
Weighted average number of common shares
outstanding during the period, as adjusted.. 110,449 108,084 106,604
======== ======== ========
Earnings per share:
Before accounting change................ $ .76 $ .59 $ .46
Accounting change....................... - - (.02)
-------- -------- --------
Net income per share............... $ .76 $ .59 $ .44
======== ======== ========
</TABLE>
FULLY DILUTED
-------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Weighted average number of common shares
outstanding during the period............... 105,197 103,606 102,181
Exercise of options net of assumed purchase
of treasury shares with proceeds therefrom.. 5,855 4,994 5,016
-------- -------- --------
Weighted average number of common shares
outstanding during the period, as adjusted.. 111,052 108,600 107,197
======== ======== ========
Earnings per share:
Before accounting change................ $ .76 $ .58 $ .46
Accounting change....................... - - (02)
-------- -------- --------
Net income per share................. $ .76 $ .58 $ .44
======== ======== ========
</TABLE>
69
<PAGE>
EXHIBIT 21.1
Subsidiaries of Registrant
--------------------------
Subsidiary
----------
Hospital Management Associates, Inc., a Kentucky Corporation
Health Management Associates, Inc., a Kentucky Corporation
Sebring Hospital Management Associates, Inc., a Florida Corporation
Mooresville Hospital Management Associates, Inc., a North Carolina Corporation
Marathon HMA, Inc., a Florida Corporation
Louisburg HMA, Inc., a North Carolina Corporation
Orlando HMA, Inc., a Florida Corporation
Biloxi HMA, Inc., a Mississippi Corporation
Health Management Investments, Inc., a Delaware Corporation
Gaffney HMA, Inc., a South Carolina Corporation
Durant HMA, Inc., an Oklahoma Corporation
Van Buren HMA, Inc., an Arkansas Corporation
Hamlet HMA, Inc., a North Carolina Corporation
Health Management Associates of West Virginia, Inc.,
a West Virginia Corporation
Paintsville Hospital Company, a Kentucky Corporation
Coffee Hospital Management Associates, Inc., a Tennessee Corporation
Riverview Regional Medical Center, Inc., an Alabama Corporation
Topeka HMA, Inc., a Kansas Corporation
Haines City HMA, Inc., a Florida Corporation
Natchez Community Hospital, Inc. a Mississippi Corporation
Sebastian Hospital, Inc., a Florida Corporation
Punta Gorda HMA, Inc., a Florida Corporation
Hartsville HMA, Inc., a South Carolina Corporation
Statesboro HMA, Inc., a Georgia Corporation
Clarksdale HMA, Inc., a Mississippi Corporation
Midwest City HMA, Inc., an Oklahoma Corporation
70
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Annual Report (Form
10-K) of Health Management Associates, Inc. of our report dated October 25,
1996, included in the 1996 Annual Report to Stockholders of Health Management
Associates, Inc.
Our audits also included the financial statement schedule of Health
Management Associates, Inc. listed in Item 14. This sched ule is the
responsibility of the Company's management. Our re sponsibility is to express
an opinion based on our audits. In our opinion, the financial statement
schedule referred to above, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
Ernst & Young LLP
Atlanta, Georgia
December 18, 1996
71
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registra tion
Statements (Forms S-8 Nos. 33-43290, 33-65380,33-65382, and 33-80433) of Health
Management Associates, Inc. of our report dated October 25, 1996, with respect
to the consolidated financial statements and schedule of Health Management
Associates, Inc. incorporated by reference in the Annual Report (Form 10-K) for
the year ended September 30, 1996.
Ernst & Young LLP
Atlanta, Georgia
December 18, 1996
72
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS INCLUDED WITHIN THE COMPANY'S SEPTEMBER 30, 1996 FORM 10-K
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> SEP-30-1996
<CASH> 31,172,000
<SECURITIES> 0
<RECEIVABLES> 114,547,000
<ALLOWANCES> 0
<INVENTORY> 17,469,000
<CURRENT-ASSETS> 177,803,000
<PP&E> 504,950,000
<DEPRECIATION> 107,206,000
<TOTAL-ASSETS> 591,707,000
<CURRENT-LIABILITIES> 70,896,000
<BONDS> 68,702,000
<COMMON> 1,057,000
0
0
<OTHER-SE> 416,682,000
<TOTAL-LIABILITY-AND-EQUITY> 591,707,000
<SALES> 0
<TOTAL-REVENUES> 714,317,000
<CGS> 0
<TOTAL-COSTS> 507,628,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 64,763,000
<INTEREST-EXPENSE> 3,515,000
<INCOME-PRETAX> 138,411,000
<INCOME-TAX> 54,325,000
<INCOME-CONTINUING> 84,086,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 84,086,000
<EPS-PRIMARY> .76
<EPS-DILUTED> 0
</TABLE>
