UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2001
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 May 4, 2001, the following shares of the Registrant were outstanding:
Class A Common Stock 245,071,639 shares
HEALTH MANAGEMENT ASSOCIATES, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
INDEX
-----
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Statements of Income--
Three Months Ended March 31, 2001 and 2000 ...................... 3
Consolidated Statements of Income--
Six Months Ended March 31, 2001 and 2000 ........................ 4
Condensed Consolidated Balance Sheets--
March 31, 2001 and September 30, 2000 ........................... 5
Condensed Consolidated Statements of Cash Flows--
Six Months Ended March 31, 2001 and 2000 ........................ 6
Notes to Interim Condensed 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 ............................................... 14-15
Signatures ............................................................... 16
Index To Exhibits ........................................................ 17-18
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
Three months ended
March 31,
---------------------
2001 2000
-------- --------
Net patient service revenue .......................... $481,144 $408,655
Costs and expenses:
Salaries and benefits ............................. 177,520 143,179
Supplies and other ................................ 135,666 115,183
Provision for doubtful accounts ................... 33,051 32,885
Depreciation and amortization ..................... 22,116 18,534
Rent expense ...................................... 10,254 9,268
Interest, net ..................................... 5,272 6,503
Non-cash charge for retirement benefits
and write down of assets held for sale .......... 17,000 --
-------- --------
Total costs and expenses ...................... 400,879 325,552
-------- --------
Income before income taxes ........................... 80,265 83,103
Provision for income taxes ........................... 31,525 32,616
-------- --------
Net income ........................................... $ 48,740 $ 50,487
======== ========
Net income per share:
Basic ............................................. $ .20 $ .21
======== ========
Diluted ........................................... $ .19 $ .21
======== ========
Weighted average number of shares outstanding:
Basic ............................................. 244,117 241,064
======== ========
Diluted ........................................... 263,100 244,979
======== ========
See accompanying notes.
3
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
Six months ended
March 31,
---------------------
2001 2000
-------- --------
Net patient service revenue .......................... $915,381 $778,749
Costs and expenses:
Salaries and benefits ............................. 346,673 279,607
Supplies and other ................................ 261,735 225,129
Provision for doubtful accounts ................... 68,956 67,058
Depreciation and amortization ..................... 43,546 36,666
Rent expense ...................................... 19,776 18,542
Interest, net ..................................... 11,308 12,193
Non-cash charge for retirement benefits
and write down of assets held for sale .......... 17,000 --
-------- --------
Total costs and expenses ...................... 768,994 639,195
-------- --------
Income before income taxes ........................... 146,387 139,554
Provision for income taxes ........................... 57,469 54,775
-------- --------
Net income ........................................... $ 88,918 $ 84,779
======== ========
Net income per share:
Basic ............................................. $ .36 $ .35
======== ========
Diluted ........................................... $ .35 $ .35
======== ========
Weighted average number of shares outstanding:
Basic ............................................. 243,671 241,492
======== ========
Diluted ........................................... 263,689 244,863
======== ========
See accompanying notes.
4
HEALTH MANAGEMENT ASSOCIATES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
ASSETS
------
March 31, September 30,
2001 2000
----------- -------------
(Unaudited)
Current assets:
Cash and cash equivalents .......................... $ 41,548 $ 16,471
Receivables--net ................................... 392,505 372,653
Supplies, prepaids and other assets ................ 66,554 57,866
Funds held by trustee .............................. 2,818 2,562
Deferred income taxes .............................. 37,411 37,411
----------- -----------
Total current assets .......................... 540,836 486,963
Property, plant and equipment ........................ 1,393,889 1,352,819
Less accumulated depreciation and amortization ..... (324,855) (287,489)
----------- -----------
Net property, plant and equipment ............. 1,069,034 1,065,330
Other assets:
Funds held by trustee .............................. 1,944 2,005
Excess of cost over acquired net assets, net ....... 206,833 195,004
Deferred charges and other assets .................. 19,932 22,763
----------- -----------
Total ......................................... 228,709 219,772
----------- -----------
$ 1,838,579 $ 1,772,065
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable ................................... $ 87,340 $ 78,227
Accrued expenses and other liabilities ............. 77,600 82,910
Income taxes--currently payable and deferred ....... 4,285 2,122
Current maturities of long-term debt ............... 6,619 6,523
----------- -----------
Total current liabilities ..................... 175,844 169,782
Deferred income taxes ................................ 27,896 34,496
Other long-term liabilities .......................... 31,747 17,570
Long-term debt ....................................... 464,940 520,151
Stockholders' equity:
Preferred stock, $.01 par value, 5,000
shares authorized ................................ -- --
Common stock, Class A, $.01 par value, 750,000
shares authorized, 257,471 and 255,357
shares issued and outstanding at March 31,
2001 and September 30, 2000, respectively ........ 2,575 2,554
Additional paid-in capital ......................... 327,981 308,834
Retained earnings .................................. 919,087 830,169
----------- -----------
1,249,643 1,141,557
Less treasury stock, 12,500 shares at cost ......... (111,491) (111,491)
----------- -----------
Total stockholders' equity .................... 1,138,152 1,030,066
----------- -----------
$ 1,838,579 $ 1,772,065
=========== ===========
See accompanying notes.
5
HEALTH MANAGEMENT ASSOCIATES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six months ended
March 31,
----------------------
2001 2000
--------- ---------
Cash flows from operating activities:
Net income ........................................ $ 88,918 $ 84,779
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization .................. 43,546 36,666
Provision for doubtful accounts ................ 68,956 67,058
Loss on sale of fixed assets ................... 10 16
Charges for retirement benefits
and write down of assets held for sale ....... 17,000 --
Changes in assets and liabilities:
Receivables .................................. (88,827) (93,495)
Supplies and other current assets ............ (8,688) (9,133)
Deferred charges and other assets ............ (5,569) (6,943)
Accounts payable ............................. 9,113 2,873
Accrued expenses and other liabilities ....... (5,219) 3,148
Income taxes--
currently payable and deferred ............. 2,163 (12,511)
Other long term liabilities .................. (6,363) 477
--------- ---------
Net cash provided by operating activities . 115,040 72,935
--------- ---------
Cash flows from investing activities:
Additions to property, plant and equipment ........ (53,737) (56,442)
Proceeds from sale of property, plant and equipment 2,929 148
--------- ---------
Net cash used in investing activities ..... (50,808) (56,294)
--------- ---------
Cash flows from financing activities:
Proceeds from long-term borrowings ................ 5,314 47,810
Principal payments on debt ........................ (63,442) (11,449)
(Increase) decrease in funds held by trustee ...... (195) 763
Purchases of treasury stock ....................... -- (42,399)
Proceeds from issuance of common stock ............ 19,168 108
--------- ---------
Net cash used in financing activities ..... (39,155) (5,167)
--------- ---------
Net increase in cash ................ 25,077 11,474
Cash and cash equivalents at beginning of period .... 16,471 12,926
--------- ---------
Cash and cash equivalents at end of period .......... $ 41,548 $ 24,400
========= =========
See accompanying notes.
6
HEALTH MANAGEMENT ASSOCIATES, INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
- -------------------------
The condensed consolidated balance sheet as of September 30, 2000 has been
derived from the audited consolidated financial statements included in Health
Management Associates, Inc.'s (the Company's) 2000 Annual Report. The interim
condensed consolidated financial statements at March 31, 2001 and for the three
and six month periods ended March 31, 2001 and 2000 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 2000 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 condensed
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):
Three months ended Six months ended
March 31, March 31,
------------------- -------------------
2001 2000 2001 2000
-------- -------- -------- --------
Numerator:
Numerator for basic earnings per
share-net income ................ $ 48,740 $ 50,487 $ 88,918 $ 84,779
Effect of convertible debt ....... 1,337 -- 2,673 --
-------- -------- -------- --------
Numerator for diluted earnings
per share ....................... $ 50,077 $ 50,487 $ 91,591 $ 84,779
======== ======== ======== ========
Denominator:
Denominator for basic earnings
per share-weighted average shares 244,117 241,064 243,671 241,492
Effect of dilutive securities:
Employee stock options .......... 4,534 3,915 5,569 3,371
Convertible debt ................ 14,449 -- 14,449 --
-------- -------- -------- --------
Denominator for diluted earnings
per share ....................... 263,100 244,979 263,689 244,863
======== ======== ======== ========
Basic earnings per share ............ $ .20 $ .21 $ .36 $ .35
======== ======== ======== ========
Diluted earnings per share .......... $ .19 $ .21 $ .35 $ .35
======== ======== ======== ========
7
HEALTH MANAGEMENT ASSOCIATES, INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4. Non-Cash Charge
- -------------------
The non-cash charge for retirement benefits and write down of assets held
for sale represents (1) the present value of the future costs of retirement
benefits granted to the Company's chairman pursuant to an employment agreement
which became effective January 2, 2001, and (2) the write down of two hospital
assets held for sale subsequent to their respective replacement.
8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
---------------------
Three months ended March 31, 2001 compared
------------------------------------------
to three months ended March 31, 2000
------------------------------------
Net patient service revenue for the three months ended March 31,
2001 ("2001 Period") was $481.1 million as compared to $408.7 million
for the three months ended March 31, 2000 ("2000 Period"). This
represented an increase in net patient service revenue of $72.4 million
or 17.7%. Hospitals in operation for the entire 2001 Period and 2000
Period ("same hospitals") provided $31.4 million of the increase in net
patient service revenue, resulting from patient volume increases. The
remaining increase of $41.0 million included $43.0 million of net
patient service revenue from the July 2000 acquisition of a 268-bed
hospital, the September 2000 acquisition of a 120-bed hospital and the
October 2000 acquisition of a 149-bed hospital, offset by a decrease of
$2.0 million in Corporate and other revenue.
During the 2001 Period the Company's hospitals generated total
patient days of service and an occupancy rate of 238,835 and 52.8%,
respectively, versus 213,763 and 50.4%, respectively, for the 2000
Period. Same hospital patient days and occupancy for the 2001 Period
were 206,644 and 52.6%, respectively, versus 201,018 and 50.5%,
respectively for the 2000 Period. Same hospital admissions for the
Company during the 2001 Period were 44,942, up 5.3% from the 42,669
admissions during the 2000 Period.
The Company's operating expenses (salaries and benefits, supplies
and other, provision for doubtful accounts and rent expense) for the
2001 Period were $356.5 million or 74.1% of net patient service revenue
as compared to $300.5 million or 73.5% of net patient service revenue
for the 2000 Period. Of the total $56.0 million increase, approximately
$20.0 million related to same hospitals, which was largely attributable
to increased patient volumes. Another $35.5 million of increased
operating expense related to the acquisitions mentioned previously. The
remaining increase of $.5 million represented the net increase in
Corporate and other operating expenses.
The Company's depreciation and amortization costs increased by
$3.6 million and interest expense decreased by $1.2 million. The
increase in depreciation and amortization resulted primarily from the
acquisitions mentioned previously. The decrease in interest expense was
due to improved interest rates on borrowings and increased investment
income (which is netted against interest expense) in the 2001 period.
The non-cash charge for retirement benefits and write down of assets
held for sale represents (1) the present value of the future costs of
retirement benefits granted to the Company's chairman pursuant to an
employment agreement which became effective January 2, 2001, and (2)
the write down of two hospital assets held for sale subsequent to their
respective replacement.
9
Item 2. Management's discussion and Analysis of Financial
Condition and Results of Operations (continued)
The Company's income before income taxes was $80.3 million for the
2001 Period. Excluding the non-recurring charge for retirement benefits
and write down of assets held for sale of $17.0 million, income before
income taxes was $97.3 million for the 2001 Period as compared to $83.1
million for the 2000 Period, an increase of $14.2 million or 17.1%. The
increase resulted primarily from same hospital volume increases and the
acquisitions mentioned previously. The Company's provision for income
taxes was $31.5 million for the 2001 Period as compared to $32.6
million for the 2000 Period. These provisions reflect effective income
tax rates of approximately 39.3% for both periods. As a result of the
foregoing, the Company's net income was $48.7 million for the 2001
Period including the aforementioned charge, and $59.1 million for the
2001 Period excluding the charge, as compared to $50.5 million for the
2000 Period.
Results of Operations
---------------------
Six months ended March 31, 2001 compared
----------------------------------------
to six months ended March 31, 2000
----------------------------------
Net patient service revenue for the six months ended March 31,
2001 ("2001 Six Month Period") was $915.4 million, as compared to
$778.7 million for the six months ended March 31, 2000 ("2000 Six Month
Period"). This represented an increase in net patient service revenue
of $136.7 million, or 17.6%. Same hospitals provided $56.6 million of
the increase in net patient service revenue, resulting from patient
volume increases. The remaining increase of $80.1 million included
$82.5 million of net patient service revenue from the acquisitions
mentioned previously, offset by a decrease of $2.4 million in Corporate
and other revenue.
During the 2001 Six Month Period the Company's hospitals generated
448,266 total patient days of service and an occupancy rate of 49.0%,
respectively, versus 408,023 and 47.8%, respectively, for the 2000 Six
Month Period. Same hospital patient days and occupancy for the 2001 Six
Month Period were 384,769 and 48.4%, respectively, versus 378,782 and
47.3%, respectively, for the 2000 Six Month Period. Same hospital
admissions for the Company during the 2001 Six Month Period were 85,177
up 4.3% from the 81,690 admissions during the 2000 Six Month Period.
The Company's operating expenses (salaries and benefits, supplies
and other, provision for doubtful accounts and rent expense) for the
2001 Six Month Period were $697.1 million, or 76.2% of net patient
service revenue as compared to $590.3 million or 75.8% of net patient
service revenue for the 2000 Six Month Period. Of the total $106.8
million increase, approximately $37.8 million related to same
hospitals, which was largely attributable to increased patient volumes.
Another $68.1 million of increased operating expenses related to the
hospital acquisitions mentioned previously. The remaining increase of
$.9 million represented the net increase in Corporate and other
operating expenses.
10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
The Company's depreciation and amortization costs increased by
$6.9 million and interest expense decreased by $.9 million. The
increase in depreciation and amortization resulted primarily from the
acquisitions previously mentioned. The decrease in interest expense was
due to improved interest rates on borrowings and increased investment
income (which is netted against interest expense) in the 2001 Six Month
Period. The non-cash charge for retirement benefits and write down of
assets held for sale represents (1) the present value of the future
costs of retirement benefits granted to the Company's chairman pursuant
to an employment agreement which became effective January 2, 2001, and
(2) the write down of two hospital assets held for sale subsequent to
their respective replacement.
The Company's income before income taxes was $146.4 million for
the 2001 Six Month Period. Excluding the non-recurring charge for
retirement benefits and write down of assets held for sale of $17.0
million, income before income taxes was $163.4 for the 2001 Six Month
Period as compared to $139.6 million for the 2000 Six Month Period, an
increase of $23.8 million, or 17.0%. The increase resulted primarily
from same hospital volume increases and the acquisitions mentioned
previously. The Company's provision for income taxes was $57.5 million
for the 2001 Six Month Period as compared to $54.8 million for the 2000
Six Month Period. These provisions reflect effective income tax rates
of approximately 39.3% for both periods. As a result of the foregoing,
the Company's net income was $88.9 million for the 2001 Six Month
Period including the aforementioned charge, and $99.2 for the 2001 Six
Month Period excluding the charge, as compared to $84.8 million for the
2000 Six Month Period.
Liquidity and Capital Resources
-------------------------------
2001 Six Month Period Cash Flows compared to 2000 Six Month Period
Cash Flows
The Company's operating cash flows totaled $115.0 million for the
2001 Six Month Period as compared to $72.9 million for the 2000 Six
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 $50.8
million and $56.3 million for the 2001 Six Month Period and 2000 Six
Month Period, respectively. Construction costs related to the
replacement of existing hospitals accounted for the majority of the
expenditures in the 2000 Six Month Period while ongoing renovation and
capital equipment costs accounted for the majority of the expenditures
in the 2001 Six Month Period. Financing activities used net cash of
$39.2 million for the 2001 Six Month Period and $5.2 million for the
2000 Six Month Period. Increased principal payments on debt offset by
proceeds from the issuance of common stock accounted for the majority
of net cash used in the 2001 Six Month Period, while borrowings used
primarily to finance the purchase of treasury stock accounted for the
net cash used in the 2000 Six Month Period. See the Condensed
Consolidated Statements of Cash Flows for the six months ended March
31, 2001 and 2000 at page 6 of this Report.
11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
Capital Resources
The Company currently has a 5-year $450 million Credit Agreement
(the "Credit Agreement") due November 30, 2004. The Credit Agreement is
a term loan agreement which permits the Company to borrow under an
unsecured revolving credit loan at any time through November 30, 2004,
at which time the agreement terminates and all outstanding amounts
become due and payable. 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 currently LIBOR plus 1.00
percent (6.06% at March 31, 2001), and will increase or decrease in
relation to a change in the Company's credit rating. Under either
alternative, quarterly interest payments are required. As of March 31,
2001, the outstanding balance was $80 million.
The Company also has a $15 million unsecured revolving credit
commitment with a bank. The $15 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 .25%. As of March 31, 2001, there were no
amounts outstanding under this credit commitment.
On August 16, 2000, the Company sold $488.8 million face value of
zero-coupon convertible senior subordinated debentures for gross
proceeds of $287.7 million. The debentures mature on August 16, 2020
unless converted or redeemed earlier. The debentures are convertible
into the Company's class A common stock at a conversion rate of 29.5623
shares for each $1,000 principal amount of debentures converted
(equivalent to a conversion price of $19.9125 per share). Interest on
the debentures is payable in arrears on August 16 and February 16 of
each year, beginning February 16, 2001 at a rate of .25% per year on
the principal amount due at maturity. The rate of cash interest and
accrual of original issue discount represent a yield to maturity of 3%
per year, calculated from August 16, 2000. The Company used the net
proceeds generated from the sale and issuance of the debentures to pay
down borrowings under its revolving credit facility.
Neither the debentures nor the shares of class A common stock
underlying the debentures were registered or required to be registered
under the Securities Act of 1933 and were sold in the United States in
a private placement under Rule 144A of the Securities Act. Pursuant to
a Registration Rights Agreement with the holders of the debentures, the
Company registered the debentures and the underlying class A common
stock for resale under the Securities Act pursuant to a registration
statement on Form S-3, which registration statement became effective
with the Securities and Exchange Commission on January 17, 2001.
12
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 proposals for health care reform; the ability to enter
into 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
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
-----------------
None.
Item 2. Changes in Securities.
---------------------
None.
Item 3. Defaults upon Senior Securities.
-------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
At the Annual Meeting of Stockholders of the Company on February 20,
2001, the stockholders of the Company adopted proposals to:
a) elect seven directors of the Company
Votes For Withheld
---------- ----------
William J. Schoen 210,450,829 2,818,891
Kent P. Dauten 210,394,530 2,875,190
Robert A. Knox 210,394,230 2,875,490
Charles R. Lees 210,394,280 2,875,440
Kenneth D. Lewis 210,394,530 2,875,190
William E. Mayberry, M.D. 210,394,530 2,875,190
Randolph W. Westerfield, Ph.D. 210,394,530 2,875,190
b) approve and ratify the selection of Ernst & Young LLP as
the Company's independent auditors for the fiscal year
ending September 30, 2001 (213,098,772 votes for; 61,174
votes against; 109,774 votes abstained)
Item 5. Other Information.
-----------------
None.
Item 6. Exhibits and Reports on Form 8-K.
--------------------------------
a. Exhibits:
--------
See Index to Exhibits located on page 17.
14
PART II - OTHER INFORMATION (continued)
Item 6. Exhibits and Reports on Form 8-K. (continued)
---------------------------------
b. Reports on Form 8-K:
-------------------
Form 8-K Reporting Date--March 9, 2001
Item Reported--Item 5. Other Events and Regulation FD
Disclosure. The Company filed Form 8-K to announce (a) the
promotion of Mr. Robert E. Farnham to Senior Vice President
and Chief Financial Officer and (b) the retirement of Mr.
Stephen M. Ray, Executive Vice President and Chief
Financial Officer.
15
SIGNATURES
Pursuant to the requirements of the securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
HEALTH MANAGEMENT ASSOCIATES, INC.
DATE: May 7, 2001 BY: /s/ Robert E. Farnham
------------------------------
Robert E. Farnham
Senior Vice President-Finance
(Duly authorized officer and
Principal Financial Officer)
16
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 are filed as part of this Report as Exhibit
3.3 at page 19 hereof.
(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.
Employment Agreement for William J. Schoen dated January 2, 2001,
previously filed and included as Exhibit 99.2 to the Company's Registration
Statement Form S-8 as filed on January 12, 2001 is incorporated herein by
reference.
17
INDEX TO EXHIBITS (Continued)
(11) Statement re computation of per share earnings.
Not applicable.
(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.
(99) Additional exhibits.
Not applicable.
18