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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 20, 1998
HEALTH MANAGEMENT ASSOCIATES, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 000-18799 61-0963645
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5811 PELICAN BAY BLVD., SUITE 500, NAPLES, FLORIDA 34108-2710
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(Address of principal executive offices) (Zip Code)
(941) 598-3131
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or former address, if changed since last report)
This report consists of 7 pages.
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ITEM 5. OTHER EVENTS
The Financial Accounting Standards Board has issued Financial Accounting
Standard No. 128, "Earnings per Share" ("Statement 128") which is effective for
financial accounting periods ended after December 15, 1997. Statement 128
requires the restatement of prior period earnings per share and requires
additional supplemental information detailing the calculation of earnings per
share. The Registrant has provided, as Exhibit 99.1 to this Form 8-K, restated
earnings per share for the Registrant's Annual Report on Form 10-K for the year
ended September 30, 1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
See Index to Exhibits
2
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Health Management Associates, Inc.
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(Registrant)
By: /s/ Stephen M. Ray
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Stephen M. Ray
Senior Vice President - Finance
(Duly authorized officer and
Principal Financial Officer)
Date: February 19, 1998
3
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INDEX TO EXHIBITS
(1) Underwriting agreement
Not applicable
(2) Plan of acquisition, reorganization, arrangement, liquidation or
succession.
Not applicable.
(4) Instruments defining the rights of security holders, including indentures.
Fourth Amended and Restated Credit and Reimbursement Agreement among the
Company and NationsBank of Florida National Association and the Banks named
therein, dated December 1, 1994, previously filed and included as Exhibit
4.12 to the Company's Annual Report on Form 10-K for the year ended
September 30, 1994, is incorporated herein by reference.
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, previously filed and included as Exhibit
4.3 to the Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1996, is incorporated herein by reference.
Amendment Agreement No. 1 to Fourth Amended and Restated Revolving Credit
and Reimbursement Agreement, made as of September 30, 1996, previously
filed and included as Exhibit 4.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1997, is incorporated herein by
reference.
(16) Letter re change in certifying accountant
Not applicable.
(17) Letter re change in director resignation
Not applicable.
(20) Other documents of statements to security holders
Not applicable.
(23) Consents of experts and counsel.
Not applicable.
4
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INDEX TO EXHIBITS (Continued)
(24) Power of attorney.
Not applicable.
(27) Financial Data Schedule.
Not applicable
(99) Additional exhibits.
Earnings per Share, restated for Financial Accounting Standards Board
Statement No. 128, is included herein as Exhibit 99.1 at page 6 of this
Report.
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Exhibit 99.1
THE TABLE BELOW PRESENTS THE RESTATED SELECTED FINANCIAL DATA RELATING TO NET
INCOME PER SHARE AND WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING FROM THE 1997
ANNUAL REPORT ON FORM 10-K OF HEALTH MANAGEMENT ASSOCIATES, INC.
<TABLE>
<CAPTION>
Years ended September 30,
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1997 1996 1995 1994 1993
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net income per share:
Basic $ .67 $ .53 $ .41 $ .30 $ .22
Diluted $ .66 $ .52 $ .40 $ .30 $ .22
Weighted average number
of shares (in thousands):
Basic 160,978 157,795 155,410 153,273 148,347
Diluted 165,220 162,697 159,658 157,467 149,644
</TABLE>
THE TABLE BELOW CONTAINS THE RESTATED FOOTNOTE 11. QUARTERLY FINANCIAL
INFORMATION (UNAUDITED) FROM THE 1997 ANNUAL REPORT ON FORM 10-K OF HEALTH
MANAGEMENT ASSOCIATES, INC.
The following is a summary of the unaudited quarterly financial information for
the years ended September 30, 1997 and 1996:
<TABLE>
<CAPTION>
Quarter
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1st 2nd 3rd 4th Total
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
1997
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Net income per share:
Basic $ .13 $ .20 $ .19 $ .16 $ .67
Diluted $ .12 $ .19 $ .19 $ .15 $ .66
Weighted average number
of shares(in thousands):
Basic 159,013 160,413 161,882 162,601 160,978
Diluted 163,771 164,841 165,801 166,720 165,220
1996
- ----------------------------
Net income per share:
Basic $ .10 $ .16 $ .15 $ .13 $ .53
Diluted $ .09 $ .15 $ .15 $ .12 $ .52
Weighted average number
of shares (in thousands):
Basic 156,433 157,814 158,422 158,519 157,795
Diluted 161,216 162,683 163,314 163,260 162,697
</TABLE>
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THE TABLE BELOW PRESENTS THE REQUIRED DISCLOSURES UNDER FINANCIAL ACCOUNTING
STANDARDS BOARD STATEMENT NO. 128 FOR THE YEARS ENDED SEPTEMBER 30, 1997, 1996
AND 1995.
The following table sets forth the computation of basic and diluted earnings per
share (in thousands):
<TABLE>
<CAPTION>
Year ended September 30,
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1997 1996 1995
- ---------------------------------------- -------- -------- --------
<S> <C> <C> <C>
Numerator:
Income before extraordinary items $108,322 $ 84,086 $ 63,331
Extraordinary items - - -
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Net income $108,322 $ 84,086 $ 63,331
======== ======== ========
Denominator:
Denominator for basic earnings 160,978 157,795 155,410
per share - weighted average shares
Effect of dilutive securities -
Employee stock options 4,242 4,902 4,248
-------- -------- --------
Denominator for diluted earnings
per share - adjusted weighted
average shares 165,220 162,697 159,658
======== ======== ========
</TABLE>
THE TABLE BELOW PRESENTS THE REQUIRED PRO FORMA DISCLOSURES OF ALTERNATIVE FAIR
VALUE ACCOUNTING UNDER FINANCIAL ACCOUNTING STANDARDS BOARD STATEMENT NO. 123
"ACCOUNTING FOR STOCK-BASED COMPENSATION," UTILIZING AN OPTION VALUATION MODEL.
THE DISCLOSURE RESTATES INFORMATION IN FOOTNOTE 7, FROM THE 1997 ANNUAL REPORT
ON FORM 10-K OF HEALTH MANAGEMENT ASSOCIATES, INC.
For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting period. The Company's pro
forma earnings per share information follows:
<TABLE>
<CAPTION>
1997 1996
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<S> <C> <C>
Pro forma net income per share:
Basic $ .64 $ .53
Diluted $ .62 $ .51
</TABLE>
