<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transaction period from ____ to ____
Commission File Number 000-18799
-----------
HEALTH MANAGEMENT ASSOCIATES, INC.
--------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 61-0963645
-------------------------------- -----------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
5811 Pelican Bay Boulevard, Suite 500, Naples, Florida 34108-2710
--------------------------------------------------------- -------------
(Address of principal executive offices) (Zip Code)
(941)598-3131
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No ___
---
At July 27, 2000, the following shares of the Registrant were outstanding:
Class A Common Stock 242,769,067 shares
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
INDEX
-----
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page
<S> <C>
Item 1. Financial Statements
Consolidated Statements of Income --
Three Months Ended June 30, 2000 and 1999....................... 3
Consolidated Statements of Income --
Nine months ended June 30, 2000 and 1999........................ 4
Consolidated Balance Sheets--
June 30, 2000 and September 30, 1999............................ 5
Consolidated Statements of Cash Flows--
Nine months ended June 30, 2000 and 1999........................ 6
Notes to Interim Consolidated Financial Statements............... 7-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations......................... 9-13
PART II. OTHER INFORMATION........................................... 14
Signatures............................................................ 15
Index To Exhibits..................................................... 16-17
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
June 30,
----------------------
2000 1999
-------- --------
<S> <C> <C>
Net patient service revenue........................ $391,099 $352,473
Costs and expenses:
Salaries and benefits........................... 134,579 124,382
Supplies and other expenses..................... 114,508 101,371
Provision for doubtful accounts................. 34,353 35,958
Depreciation and amortization................... 19,094 15,957
Rent expense.................................... 9,660 8,603
Interest, net................................... 6,767 2,406
-------- --------
Total costs and expenses.................... 318,961 288,677
-------- --------
Income before income taxes......................... 72,138 63,796
Provision for income taxes ........................ 28,315 25,039
-------- --------
Net income ........................................ $ 43,823 $ 38,757
======== ========
Net income per share:
Basic........................................... $ .18 $ .15
======== ========
Diluted......................................... $ .18 $ .15
======== ========
Weighted average number of shares outstanding:
Basic........................................... 242,078 251,972
======== ========
Diluted......................................... 245,917 256,513
======== ========
</TABLE>
See accompanying notes.
3
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended
June 30,
-----------------------
2000 1999
---------- --------
<S> <C> <C>
Net patient service revenue....................... $1,169,848 $997,717
Costs and expenses:
Salaries and benefits.......................... 414,186 352,698
Supplies and other expenses.................... 339,637 283,477
Provision for doubtful accounts................ 101,411 94,930
Depreciation and amortization.................. 55,760 44,808
Rent expense................................... 28,202 24,073
Interest, net.................................. 18,960 4,448
---------- --------
Total costs and expenses................... 958,156 804,434
---------- --------
Income before income taxes........................ 211,692 193,283
Provision for income taxes ....................... 83,090 75,864
---------- --------
Net income ....................................... $ 128,602 $117,419
========== ========
Net income per share:
Basic.......................................... $ .53 $ .47
========== ========
Diluted........................................ $ .53 $ .46
========== ========
Weighted average number of shares outstanding:
Basic.......................................... 241,720 251,843
========== ========
Diluted........................................ 244,874 257,234
========== ========
</TABLE>
See accompanying notes.
4
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
ASSETS
------
June 30, September 30,
2000 1999
---------- -------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents............................. $ 23,340 $ 12,926
Receivables--net...................................... 333,821 338,905
Supplies, prepaids and other assets................... 52,769 41,362
Funds held by trustee................................. 1,922 1,764
Deferred income taxes................................. 30,515 30,515
---------- ----------
Total current assets............................. 442,367 425,472
Property, plant and equipment........................... 1,276,684 1,142,456
Less accumulated depreciation and amortization........ 276,412 229,967
---------- ----------
Net property, plant and equipment................ 1,000,272 912,489
Other assets:
Funds held by trustee................................. 3,087 4,131
Excess of cost over acquired assets, net.............. 157,237 158,499
Deferred charges and other assets..................... 26,539 16,709
---------- ----------
Total............................................ 186,863 179,339
---------- ----------
$1,629,502 $1,517,300
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable...................................... $ 71,562 $ 73,595
Accrued expenses and other liabilities................ 54,908 71,997
Income taxes--currently payable and deferred.......... 2,170 20,278
Current maturities of long-term debt.................. 6,007 9,351
---------- ----------
Total current liabilities........................ 134,647 175,221
Deferred income taxes................................... 32,579 32,579
Other long-term liabilities............................. 18,271 17,455
Long-term debt.......................................... 457,366 401,522
Stockholders' equity:
Preferred stock, $.01 par value, 5,000,000
shares authorized................................... - -
Common stock, Class A, $.01 par value,
750,000,000 shares authorized, 255,264,000 and
253,405,000 shares issued at June 30, 2000
and September 30, 1999, respectively................ 2,553 2,534
Additional paid-in capital............................ 304,473 294,579
Retained earnings..................................... 791,104 662,502
---------- ----------
1,098,130 959,615
Less treasury stock, 12,500,000 and 7,500,000
shares at June 30, 2000 and September 30,
1999, respectively, at cost........................ 111,491 69,092
---------- ----------
Total stockholders' equity....................... 986,639 890,523
---------- ----------
$1,629,502 $1,517,300
========== ==========
</TABLE>
See accompanying notes.
5
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended
June 30,
----------------------
2000 1999
--------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income........................................... $ 128,602 $ 117,419
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization..................... 55,760 44,808
Loss on sale of fixed assets...................... 31 6,314
Changes in assets and liabilities:
Receivables--net................................ (8,517) (39,911)
Other current assets............................ (11,407) (5,336)
Deferred charges and other assets............... (13,528) (37,589)
Accounts payable................................ (2,033) 14,247
Accrued expenses and other liabilities.......... 829 (1,515)
Income taxes--
currently payable and deferred................ (18,108) 41,802
Other long term liabilities..................... 816 (357)
--------- ---------
Net cash provided by operating activities.... 132,445 139,882
--------- ---------
Cash flows from investing activities:
Acquisition of facilities, net of cash acquired...... (55,603) (168,056)
Additions to property, plant and equipment........... (87,266) (109,070)
Proceeds from sale of equipment...................... 149 83
--------- ---------
Net cash used in investing activities........ (142,720) (277,043)
--------- ---------
Cash flows from financing activities:
Proceeds from long-term borrowings................... 103,214 156,232
Principal payments on debt........................... (50,925) (14,135)
Decrease (increase) in funds held by trustee......... 886 (932)
Purchase of treasury stock........................... (42,399) (8,101)
Issuance of common stock, net of costs............... 9,913 3,134
--------- ---------
Net cash provided by
financing activities....................... 20,689 136,198
--------- ---------
Net increase (decrease) in cash................... 10,414 (963)
Cash and cash equivalents at beginning of period....... 12,926 12,685
--------- ---------
Cash and cash equivalents at end of period............. $ 23,340 $ 11,722
========= =========
</TABLE>
See accompanying notes.
6
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
-------------------------
The consolidated balance sheet as of September 30, 1999 has been derived
from the audited consolidated financial statements included in Health Management
Associates, Inc's (the Company's) 1999 Annual Report. The interim consolidated
financial statements at June 30, 2000 and for the three and nine month periods
ended June 30, 2000 and 1999 are unaudited; however, such interim statements
reflect all adjustments (consisting only of a normal recurring nature) which
are, in the opinion of management, necessary for a fair presentation of the
financial position and results of operations for the interim periods presented.
The results of operations for the interim periods presented are not necessarily
indicative of the results to be expected for the full year. The interim
financial statements should be read in conjunction with the audited consolidated
financial statements of the Company included in its 1999 Annual Report.
2. 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. Actual results could differ from the estimates.
3. Earnings Per Share
------------------------
The following table sets forth the computation of basic and diluted
earnings per share (in thousands, except per share data):
<TABLE>
<CAPTION>
Three months ended Nine months ended
June 30, June 30,
------------------ ------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Numerator:
Net income $ 43,823 $ 38,757 $128,602 $117,419
Denominator:
Denominator for basic
earnings per share-
weighted average shares 242,078 251,972 241,720 251,843
Effect of dilutive securities-
employee stock options 3,839 4,541 3,154 5,391
-------- -------- -------- --------
Denominator for diluted
earnings per share 245,917 256,513 244,874 257,234
======== ======== ======== ========
Basic earnings per share $ .18 $ .15 $ .53 $ .47
======== ======== ======== ========
Diluted earnings per share $ .18 $ .15 $ .53 $ .46
======== ======== ======== ========
</TABLE>
7
<PAGE>
HEALTH MANAGEMENT ASSOCIATES, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
3. Earnings Per Share (continued)
---------------------------------
In September 1999 the Board of Directors approved a stock repurchase
program of up to 25 million shares of common stock. On October 14, 1999 the
Company executed a share repurchase agreement with an independent third party,
whereby the third party agreed to "sell short" 5 million shares of the Company's
common stock to the Company. As of October 19, 1999 the 5 million shares were
delivered to the Company and became treasury stock. From October 15, 1999 to
December 15, 1999, a period of 60 days, the third party covered the "short sale"
by buying shares on the open market. On December 15, 1999 the Company
reimbursed the third party the cost of the common stock purchased plus a
commission plus interest (at LIBOR) on the outstanding balance of funds used to
purchase the common stock. The total cost for the purchase of the 5 million
shares of treasury stock was approximately $42 million.
4. Acquisition
--------------
Effective July 1, 2000 the Company acquired a 268-bed acute care hospital
located in Lancaster, Pennsylvania pursuant to an asset purchase agreement. The
consideration totaled approximately $61.5 million, which included $55.3 in cash
paid at closing. The cash paid included the purchase of land, buildings and
equipment and certain working capital, as well as $1 million to a foundation to
fund local charitable activities. The remaining $6.2 million in consideration
represents the net present value of a continuing obligation to contribute $1
million annually to the foundation for the next nine years beginning July 1,
2001.
The transaction closed on June 30, 2000. The cash used to finance the
acquisition was drawn from the Company's unsecured line of credit, and,
accordingly, is included in the Company's financial statements at June 30, 2000.
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
---------------------
Three months ended June 30, 2000 compared
-----------------------------------------
to three months ended June 30, 1999
-----------------------------------
Net patient service revenue for the three months ended June 30,
2000 ("2000 Period") was $391.1 million, as compared to $352.5 million
for the three months ended June 30, 1999 ("1999 Period"). This
represented an increase in net patient service revenue of $38.6
million, or 11.0%. Hospitals in operation for the entire 2000 Period
and 1999 Period ("same hospitals") provided $24.7 million of the
increase in net patient service revenue, which resulted primarily from
inpatient and outpatient volume increases. The remaining increase of
$13.9 million included $15.0 million of net patient service revenue
from the May 1999 acquisition of a 167-bed acute care hospital and the
July 1999 acquisition of a 204-bed acute care hospital, offset by a
decrease of $1.1 million in Corporate and other revenue.
During the 2000 Period the Company's hospitals generated total
patient days of service and an occupancy rate of 187,273 and 45.3%,
respectively, versus 181,338 and 45.1%, respectively, for the 1999
Period. Same hospital patient days and occupancy for the 2000 Period
were 163,221 and 44.8%, respectively, versus 159,801 and 43.7%,
respectively, for the 1999 Period. Same hospital admissions for the
Company during the 2000 Period were 36,406, up 6.4% from the 34,219
admissions during the 1999 Period.
The Company's operating expenses (salaries and benefits, supplies
and other expenses, provision for doubtful accounts and rent expense)
for the 2000 Period were $293.1 million or 74.9% of net patient service
revenue as compared to $270.3 million or 76.7% of net patient service
revenue for the 1999 Period. Of the total $22.8 million increase,
approximately $10.2 million related to same hospitals, which was
largely attributable to the increased patient volumes. Another $11.2
million of increased operating expense related to the acquisitions
mentioned previously. The remaining increase of $1.5 million
represented an increase in Corporate and miscellaneous other operating
expenses.
The Company's depreciation and amortization costs increased by
$3.1 million and interest expense increased by $4.4 million. The
increase in depreciation and amortization resulted primarily from the
acquisitions mentioned previously. The increase in interest expense was
due largely from acquisition related debt.
The Company's income before income taxes was $72.1 million for the
2000 Period as compared to $63.8 million for the 1999 Period, an
increase of $8.3 million or 13.0%. The increase resulted primarily from
same hospital volume increases and the acquisitions mentioned
previously. The Company's provision for income taxes was $28.3 million
for the 2000 Period as compared to $25.0 million for the 1999 Period.
These provisions reflect effective income tax rates of 39.3% for both
periods. As a result of the foregoing, the Company's net income was
$43.8 million for the 2000 Period as compared to $38.8 million for the
1999 Period.
9
<PAGE>
Item 2. Management's discussion and Analysis of Financial
Condition and Results of Operations (continued)
Results of Operations
---------------------
Nine months ended June 30, 2000 compared
----------------------------------------
to nine months ended June 30, 1999
----------------------------------
Net patient service revenue for the nine months ended June 30,
2000 ("2000 Nine Month Period") was $1,169.8 million, as compared to
$997.7 million for the nine months ended June 30, 1999 ("1999 Nine
Month Period"). This represented an increase in net patient service
revenue of $172.1 million, or 17.3%. Same hospitals provided $47.4
million, of the increase in net patient service revenue, which
resulted primarily from inpatient and outpatient volume increases. The
remaining increase of $124.7 million included $127.2 million of net
patient service revenue from the April 1999 acquisition of a 473-bed
acute care hospital system, the May 1999 acquisition of a 167-bed
acute care hospital and the July 1999 acquisition of a 204-bed acute
care hospital, offset by a decrease of $2.5 million in Corporate and
miscellaneous revenue.
During the 2000 Nine Month Period the Company's hospitals
generated 595,296 total patient days of service and an occupancy rate
of 47.0%, versus 531,993 and 48.5%, respectively, for the 1999 Nine
Month Period. Same hospital patient days and occupancy for the 2000
Nine Month Period were 477,404 and 49.3%, respectively, versus 462,023
and 47.9%, respectively, for the 1999 Nine Month Period. Same hospital
admissions for the Company during the 2000 Nine Month Period were
106,282 up 4.5% from the 101,681 admissions during the 1999 Nine Month
Period.
The Company's operating expenses for the 2000 Nine Month Period
were $883.4 million or 75.5% of net patient service revenue as
compared to $755.1 million or 75.7% of net patient service revenue for
the 1999 Nine Month Period. Of the total $128.3 million increase,
approximately $33.1 million related to same hospitals, which was
largely attributable to increased patient volumes. Another $92.1
million of increased operating expense related to the hospital
acquisitions mentioned previously. The remaining increase of $3.1
million represented an increase in Corporate and miscellaneous other
operating expenses.
The Company's depreciation and amortization costs increased by
$11.0 million and interest expense increased by $14.5 million. The
increase in depreciation and amortization resulted primarily from the
acquisitions previously mentioned. The increase in interest expense
was due largely from acquisition related debt.
The Company's income before income taxes was $211.7 million for
the 2000 Nine Month Period as compared to $193.3 million for the 1999
Nine Month Period, an increase of $18.4 million, or 9.5%. The increase
resulted primarily from same hospital volume increases and the
acquisitions mentioned previously. The Company's provision for income
taxes was $83.1 million for the 2000 Nine Month Period as compared to
$75.9 million for the 1999 Nine Month Period. These provisions reflect
effective income tax rates of 39.3% for both periods. As a result of
the foregoing, the Company's net income was $128.6 million for the
2000
10
<PAGE>
Item 2. Management's discussion and Analysis of Financial
Condition and Results of Operations (continued)
Nine Month Period as compared to $117.4 million for the 1999 Nine
Month Period.
Liquidity and Capital Resources
-------------------------------
2000 Nine Month Period Cash Flows compared to 1999 Nine Month
Period Cash Flows
The Company's operating cash flows totaled $132.4 million for the
2000 Nine Month Period as compared to $139.9 million for the 1999 Nine
Month Period. The continued positive cash flows from operating
activities results from the Company's profitability and management of
its working capital. The Company's investing activities used $142.7
million and $277.0 million for the 2000 Nine Month Period and 1999
Nine Month Period, respectively. Hospital acquisitions accounted for
the majority of the expenditures in the 1999 Nine Month Period and a
large part of the net cash used in the 2000 Nine Month Period.
Financing activities provided net cash of $20.7 million for the 2000
Nine Month Period and $136.2 million for the 1999 Nine Month Period.
Borrowings under the Company's Credit Agreement for acquisitions and
purchases of the Company's treasury stock (principally in the 2000
Nine Month period) accounted for the majority of the change from the
1999 Nine Month Period to the 2000 Nine Month Period. See the
Consolidated Statements of Cash Flows for the nine months ended June
30, 2000 and 1999 at page 6 of this Report.
Capital Resources
During November 1999 the Company closed on a $600 million Credit
Agreement (the "Credit Agreement"), thereby refinancing and replacing
its existing $300 million Credit Agreement (the "Agreement") which
expired on November 30, 1999. The Credit Agreement is an unsecured
revolving credit loan, comprised of a $150 million 364-day credit loan
and a $450 million 5-year credit loan. Similar to the Agreement, the
new Credit Agreement permits the Company to borrow under either loan
at any time through the respective loan's termination date, at which
time all outstanding revolving credit loans become due and payable.
Under either loan, the Company may choose a Base Rate Loan (prime
interest rate) or a Eurodollar Rate Loan (LIBOR interest rate). The
interest rate for a Eurodollar Rate Loan is set at LIBOR plus 1.00
percent, and will increase or decrease in relation to a change in the
Company's credit rating. As of June 30, 2000 the outstanding balance
was $370 million.
The Company also has an annual revolving credit facility with a
bank which provides a $15 million unsecured line of credit commitment
through December 31, 2000 (increased from $10 million as of March 23,
2000). Interest on the outstanding loans is payable at the bank's
Index Rate (prime) less 1/4%. As of June 30, 2000 there were no
amounts outstanding under this line.
11
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
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 Company's 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, debt to cash flow and net worth.
Effective July 1, 2000 the Company acquired a 268-bed acute care
hospital in Lancaster, Pennsylvania pursuant to an asset purchase
agreement. The Company borrowed $55 million of cash under its Credit
Agreement to close the transaction on June 30, 2000. See also footnote
#4 of the Notes to Interim Consolidated Financial Statements at page 8
of this Report.
In June 2000 the Company announced the execution of definitive
agreements to acquire Pasco Community Hospital, a 120-bed acute care
hospital located in Dade City, Florida, and Davis Medical Center, a
149-bed acute care hospital located in Statesville, North Carolina.
The Company expects to close on these transactions on or about August
1, 2000 and October 1, 2000, respectively. The total cash required for
these transactions is estimated to be approximately $70 million. The
Company anticipates using funds available under its Credit Agreement
to finance the transactions.
At the present time, the Company anticipates that cash on hand,
internally generated funds, and funds available under its Credit
Facilities will be sufficient to satisfy the Company's requirements
for capital expenditures, future acquisitions and working capital.
Year 2000 Computer Update
-------------------------
As described in the Company's Annual Report on Form 10-K for the
year ended September 30, 1999, the Company had implemented its plan to
address possible exposures related to the impact of Year 2000 computer
issues on its computer systems, its equipment and third parties with
which the Company's systems interface. Since entering the year 2000,
the Company has not experienced any disruptions to its business nor is
it aware of any significant year 2000-related disruptions impacting
its third party payors or vendors. The Company will continue to
monitor its critical systems but does not anticipate any significant
impacts due to Year 2000 exposures from its internal systems as well
as from third parties.
Costs incurred to achieve Year 2000 readiness included the use of
both internal and external resources. Such costs have been expensed as
incurred, and have not had a material adverse effect on the Company's
results of operations.
12
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
Forward-Looking Statements
--------------------------
Certain statements contained in this Form 10-Q, including, without
limitation, statements containing the words "believes," "anticipates,"
"intends," "expects" and words of similar import, constitute "forward-
looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause
the actual results, performance or achievements of the Company or
industry results to be materially different from any future results,
performance or achievements expressed or implied by such forward-
looking statements. Such factors include, among others, the following:
general economic and business conditions, both nationally and in the
regions in which the Company operates; industry capacity; demographic
changes; existing governmental regulations and changes in, or the
failure to comply with, governmental regulations; legislative proposals
for health care reform; the ability to enter into managed care provider
arrangements on acceptable terms; changes in Medicare and Medicaid
payment levels; liability and other claims asserted against the
Company; competition; the loss of any significant ability to attract
and retain qualified personnel, including physicians; the availability
and terms of capital to fund additional acquisitions or replacement
facilities. Given these uncertainties, prospective investors are
cautioned not to place undue reliance on such forward-looking
statements. The Company disclaims any obligation to update any such
factors or to publicly announce the results of any revision to any of
the forward-looking statements contained herein to reflect future
events or developments.
13
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
-----------------
None.
Item 2. Changes in Securities.
---------------------
None.
Item 3. Defaults upon Senior Securities.
-------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None
Item 5. Other Information.
-----------------
Effective July 1, 2000 the Company acquired a 268-bed acute care
hospital located in Lancaster, Pennsylvania pursuant to an asset
purchase agreement. The consideration totaled approximately $61.5
million, which included $55.3 in cash paid at closing. The cash paid
included the purchase of land, buildings and equipment and certain
working capital, as well as $1 million to a foundation to fund local
charitable activities. The remaining $6.2 million in consideration
represents the net present value of a continuing obligation to
contribute $1 million annually to the foundation for the next nine
years beginning July 1, 2001. The Company borrowed $55 million of cash
under its Credit Agreement to close the transaction on June 30, 2000.
Item 6. Exhibits and Reports on Form 8-K.
--------------------------------
a. Exhibits:
--------
See Index to Exhibits located on page 16.
b. Reports on Form 8-K:
-------------------
None
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
HEALTH MANAGEMENT ASSOCIATES, INC.
DATE: July 31, 2000 BY: /s/ Stephen M. Ray
---------------------------------
Stephen M. Ray
Executive Vice President-Finance
(Duly authorized officer and
Principal Financial Officer)
15
<PAGE>
INDEX TO EXHIBITS
(2) Plan of acquisition, reorganization, arrangement, liquidation or
succession.
Not applicable.
(3) (i) Articles of Incorporation
3.1 The Fifth Restated Certificate of Incorporation, previously filed and
included as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1995, is incorporated herein by
reference.
3.2 Certificate of Amendment to Fifth Restated Certificate of
Incorporation, previously filed and included as Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the year ended September 30,
1999, is incorporated herein by reference.
(ii) By-laws
The By-laws, as amended, previously filed and included as Exhibit 3.3
to the Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1995, is incorporated herein by reference.
(4) Instruments defining the rights of security holders, including indentures.
The Exhibits referenced under (3) of this Index to Exhibits are
incorporated herein by reference.
Credit Agreement by and among Health Management Associates, Inc., as
Borrower, Bank of America, N.A., as Administrative Agent and as Lender,
First Union National Bank, as Syndication Agent and as Lender, and the
Chase Manhattan Bank, as Syndication Agent and as Lender, and The Lenders
Party Hereto From Time To Time, dated November 30, 1999, previously filed
and included as Exhibit 4.5 to the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 1999, is incorporated herein by
reference.
Credit Agreement dated March 23, 2000 between First Union National Bank and
Health Management Associates, Inc., pertaining to a $15 million working
capital and cash management line of credit, previously filed and included
as Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000, is incorporated herein by reference.
(10) Material contracts.
Amendment No. 5 to the Health Management Associates, Inc. 1996 Executive
Incentive Compensation Plan, is included herein as Exhibit 10.1 at page 18
of this Report.
Amendment No. 6 to the Health Management Associates, Inc. 1996 Executive
Incentive Compensation Plan, is included herein as Exhibit 10.2 at page 19
of this Report.
(11) Statement re computation of per share earnings.
Not applicable.
16
<PAGE>
INDEX TO EXHIBITS (Continued)
(15) Letter re unaudited interim financial information.
Not applicable.
(18) Letter re change in accounting principles.
Not applicable.
(19) Report furnished to security holders.
Not applicable.
(22) Published report regarding matters submitted to vote of security holders.
Not applicable.
(23) Consents of experts and counsel.
Not applicable.
(24) Power of attorney.
Not applicable.
(27) Financial Data Schedule.
Financial Data Schedule is included herein as Exhibit 27.1 at page 20 of
this report.
(99) Additional exhibits.
Not applicable.
17
