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, 1998
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 31, 1998, the following shares of the Registrant were outstanding:
Class A Common Stock 251,161,097 shares
HEALTH MANAGEMENT ASSOCIATES, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998
INDEX
-----
PART I. FINANCIAL INFORMATION Page
ITEM 1. FINANCIAL STATEMENTS
Consolidated Statements of Income --
Three Months Ended June 30, 1998 and 1997..................... 3
Consolidated Statements of Income --
Nine months ended June 30, 1998 and 1997...................... 4
Consolidated Balance Sheets--
June 30, 1998 and September 30, 1997.......................... 5
Consolidated Statements of Cash Flows--
Nine months ended June 30, 1998 and 1997...................... 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
SIGNATURES.......................................................... 15
INDEX TO EXHIBITS................................................... 16-17
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three months ended
June 30,
--------------------------
1998 1997
------------ ------------
Net patient service revenue......... $302,150,000 $232,691,000
Costs and expenses:
Salaries and benefits............ 103,641,000 78,879,000
Supplies and expenses............ 88,759,000 69,672,000
Provision for doubtful accounts.. 24,661,000 17,765,000
Depreciation and amortization.... 13,080,000 9,347,000
Rent expense..................... 7,139,000 5,001,000
Interest, net.................... 1,242,000 997,000
------------ ------------
Total costs and expenses..... 238,522,000 181,661,000
------------ ------------
Income before income taxes.......... 63,628,000 51,030,000
Provision for income taxes ......... 24,973,000 20,029,000
------------ ------------
Net income ......................... $ 38,655,000 $ 31,001,000
============ ============
Net income per share:
Basic............................ $ .15 $ .13
Diluted.......................... $ .15 $ .12
============ ============
Weighted average number of
shares outstanding:
Basic............................ 250,871,000 242,823,000
Diluted.......................... 257,882,000 248,703,000
============ ============
See accompanying notes.
3
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Nine months ended
June 30,
--------------------------
1998 1997
------------ ------------
Net patient service revenue......... $839,642,000 $669,645,000
Costs and expenses:
Salaries and benefits............ 292,356,000 231,827,000
Supplies and expenses............ 247,071,000 200,447,000
Provision for doubtful accounts.. 70,380,000 56,610,000
Depreciation and amortization.... 35,816,000 26,687,000
Rent expense..................... 19,528,000 14,262,000
Interest, net.................... 3,315,000 3,483,000
------------ ------------
Total costs and expenses..... 668,466,000 533,316,000
------------ ------------
Income before income taxes.......... 171,176,000 136,329,000
Provision for income taxes ......... 67,186,000 53,510,000
------------ ------------
Net income ......................... $103,990,000 $ 82,819,000
============ ============
Net income per share:
Basic............................ $ .42 $ .34
Diluted.......................... $ .41 $ .33
============ ============
Weighted average number of
shares outstanding:
Basic............................ 248,268,000 240,646,000
Diluted.......................... 254,865,000 247,362,000
============ ============
See accompanying notes.
4
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
------
June 30, September 30,
1998 1997
-------------- ------------
(Unaudited)
Current assets:
Cash and cash equivalents......................... $ 15,675,000 $ 67,381,000
Receivables--net.................................. 214,002,000 132,896,000
Supplies, prepaids and other assets............... 33,370,000 21,589,000
Funds held by trustee............................. 1,782,000 1,225,000
Income taxes - receivable and deferred............ 13,039,000 13,039,000
-------------- ------------
Total current assets......................... 277,868,000 236,130,000
Property, plant and equipment....................... 901,062,000 613,752,000
Less accumulated depreciation and amortization ... 173,678,000 141,033,000
Net property, plant and equipment............ -------------- ------------
727,384,000 472,719,000
Other assets:
Funds held by trustee............................. 3,949,000 944,000
Deferred charges and other assets................. 61,969,000 17,768,000
-------------- ------------
Total........................................ 65,918,000 18,712,000
-------------- ------------
$1,071,170,000 $727,561,000
============== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable.................................. $ 43,774,000 $ 33,943,000
Accrued expenses and other liabilities............ 45,051,000 37,453,000
Current maturities of long-term debt.............. 9,242,000 8,263,000
Income taxes--currently payable and deferred...... 34,140,000 3,221,000
-------------- ------------
Total current liabilities.................... 132,207,000 82,880,000
Deferred income taxes............................... 19,817,000 18,699,000
Other long-term liabilities......................... 16,600,000 16,112,000
Long-term debt...................................... 150,724,000 49,650,000
Stockholders' equity:
Preferred stock, $.01 par value, 5,000,000
shares authorized............................... - -
Common stock, Class A, $.01 par value,
300,000,000 shares authorized, 251,048,000 and
244,057,000 shares issued and outstanding at
June 30, 1998 and September 30, 1997,
respectively.................................... 2,510,000 2,441,000
Additional paid-in capital........................ 269,510,000 181,966,000
Retained earnings................................. 479,802,000 375,813,000
-------------- ------------
Total stockholders' equity................... 751,822,000 560,220,000
-------------- ------------
$1,071,170,000 $727,561,000
============== ============
See accompanying notes.
5
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine months ended
June 30,
-----------------------------
1998 1997
-------------- -------------
Cash flows from operating activities:
Net income........................................... $ 103,990,000 $ 82,819,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization..................... 35,816,000 26,687,000
(Gain)loss on sale of fixed assets................ (42,000) (69,000)
Changes in assets and liabilities:
Receivables--net................................ (44,352,000) (7,705,000)
Other current assets............................ (4,200,000) (705,000)
Deferred charges and other assets............... (3,988,000) (6,181,000)
Accounts payable................................ 3,020,000 2,308,000
Accrued expenses and other liabilities.......... (3,109,000) 1,682,000
Income taxes--
currently payable and deferred................ 8,322,000 11,990,000
Other long term liabilities..................... 487,000 1,756,000
------------- ------------
Net cash provided by operating activities . 95,944,000 112,582,000
------------- ------------
Cash flows from investing activities:
Acquisition of facilities, net of cash acquired...... (168,213,000) (51,467,000)
Additions to property, plant and equipment........... (42,025,000) (47,227,000)
Proceeds from sale of equipment...................... 188,000 298,000
------------- ------------
Net cash used in investing activities........ (210,050,000) (98,396,000)
------------- ------------
Cash flows from financing activities:
Proceeds from long-term borrowings................... 80,535,000 384,000
Principal payments on debt........................... (22,187,000) (7,061,000)
Increase in funds held by trustee.................... (3,562,000) (217,000)
Issuance of common stock, net of costs............... 7,614,000 15,470,000
------------- ------------
Net cash provided by
financing activities....................... 62,400,000 8,576,000
------------- ------------
Net (decrease) increase in cash................... (51,706,000) 22,762,000
Cash and cash equivalents at beginning of period....... 67,381,000 31,172,000
------------- ------------
Cash and cash equivalents at end of period............. $ 15,675,000 $ 53,934,000
============= ============
See accompanying notes.
6
HEALTH MANAGEMENT ASSOCIATES, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
- -------------------------
The consolidated balance sheet as of September 30, 1997 has been derived
from the audited consolidated financial statements included in Health Management
Associates, Inc.'s (the Company's) 1997 Annual Report. The interim consolidated
financial statements at June 30, 1998 and for the three and nine month periods
ended June 30, 1998 and 1997 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 1997 Annual Report.
2. Earnings Per Share
- ----------------------
In 1997 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, Earnings per share. Statement 128
replaced the previously reported primary and fully diluted earnings per share
with basic and diluted earnings per share. Unlike primary earnings per share,
basic earnings per share excludes any dilutive effects of options, warrants, and
convertible securities. Diluted earnings per share is very similar to the
previously reported fully diluted earnings per share. All earnings per share
amounts for all periods have been presented, and where necessary restated to
conform to the Statement 128 requirements.
The following table sets forth the computation of basic and diluted
earnings per share (in thousands, except per share data):
Three months ended Nine months ended
June 30, June 30,
------------------ ------------------
1998 1997 1998 1997
------------------ ------------------
Numerator:
Net income $ 38,655 $ 31,001 $103,990 $ 82,819
======== ======== ======== ========
Denominator:
Denominator for basic earnings
Per share-weighted average shares 250,871 242,823 248,268 240,646
Effect of dilutive securities-
employee stock options 7,011 5,880 6,597 6,716
-------- -------- -------- --------
Denominator for diluted
earnings per share 257,882 248,703 254,865 247,362
======== ======== ======== ========
Basic earnings per share $ .15 $ .13 $ .42 $ .34
======== ======== ======== ========
Diluted earnings per share $ .15 $ .12 $ .41 $ .33
======== ======== ======== ========
During January 1998 the Company completed an acquisition through a merger
agreement and tax-free stock exchange transaction (see Note 3). As a result,
the Company issued approximately 4,950,000 shares of the Company's Class A
common stock.
7
HEALTH MANAGEMENT ASSOCIATES, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
3. Acquisitions
- ----------------
In November 1997 the Company acquired a 125-bed acute care hospital for
consideration totalling approximately $20.9 million, including $20.2 million in
cash and the assumption of $700,000 in debt.
In January 1998 the Company acquired certain assets of a 180-bed general
acute care hospital pursuant to the terms on an asset purchase agreement. Also
in January the Company acquired a two hospital, 221-bed general acute care
system via a merger agreement and a tax-free stock exchange transaction. The
consideration involved to complete these two transactions totalled approximately
$190.5 million, which included approximately $80 million in Company stock, $73.5
million in cash, and the assumption of $37 million in debt.
In June 1998 the Company acquired a 166-bed health system, comprised of two
acute care hospitals and one ambulatory surgical center, for consideration
totalling approximately $75.9 million, including $71.9 million in cash and the
assumption of $4.0 million in debt.
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 nine months ended June 30, 1998 and 1997 gives effect to
the operations of the hospitals purchased during this fiscal year as if the
hospital acquisitions had occurred as of October 1, 1996 (in thousands, except
per share data):
Nine months ended
June 30,
------------------
1998 1997
------ ------
Net patient service revenue $ 916,217 $ 842,172
Net income $ 105,081 $ 86,216
Net income per share:
Basic $ .42 $ .36
Diluted $ .41 $ .35
4. Stock split
- ---------------
On June 22, 1998 the Company's Board of Directors approved a three-for-two
stock split on the Company's Common Stock in the form of a 50% stock dividend to
shareholders of record on June 30, 1998, which was distributed on July 17, 1998.
All share and per share data in the accompanying consolidated financial
statements and footnotes have been restated for all periods presented to reflect
the effect of the stock split.
8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
- ---------------------
Three months ended June 30, 1998 compared
- -----------------------------------------
to three months ended June 30, 1997
- -----------------------------------
Net patient service revenue for the three months ended June 30, 1998 ("1998
Period") was $302,150,000, as compared to $232,691,000 for the three months
ended June 30, 1997 ("1997 Period"). This represented an increase in net
patient service revenue of $69,459,000, or 29.9%. Hospitals in operation for the
entire 1998 Period and 1997 Period ("same hospitals") provided $21,452,000 of
the increase in net patient service revenue, which resulted primarily from
inpatient and outpatient volume increases. The remaining increase of
$48,007,000 included $48,089,000 of net patient service revenue from the
acquisition of the 125-bed Southwest Hospital effective November 1, 1997, the
221-bed River Oaks Health System effective January 1, 1998, the 180-bed Riley
Memorial Hospital effective January 2, 1998, and the 166-bed Regional
Healthcare, Inc., health system effective June 1, 1998, offset by a decrease of
$82,000 in Corporate and miscellaneous revenue.
During the 1998 Period the Company's hospitals generated total patient days
of service and an occupancy rate of 152,880 and 45.5%, respectively, versus
123,326 and 44.0%, respectively, for the 1997 Period. Same hospital patient
days and occupancy for the 1998 Period were 129,820 and 45.9%, respectively,
versus 123,326 and 44.0%, respectively for the 1997 Period. Same hospital
admissions for the Company during the 1998 Period were 26,238, up 4.6% from the
25,096 admissions during the 1997 Period.
The Company's operating expenses (salaries and benefits, supplies and
expenses, provision for doubtful accounts and rent expense) for the 1998 Period
were $224,200,000 or 74.2% of net patient service revenue as compared to
$171,317,000 or 73.6% of net patient service revenue for the 1997 Period. Of
the total $52,883,000 increase, approximately $17,079,000 related to same
hospitals, which was largely attributable to the increased patient volumes.
Another $35,422,000 of increased operating expense related to the acquisitions
mentioned previously. The remaining $382,000 represented an increase in
Corporate and miscellaneous other operating expenses.
The Company's earnings before depreciation and amortization, interest and
income taxes (EBITDA) were $77,950,000 for the 1998 Period as compared to
$61,374,000 for the 1997 Period, an increase of $16,576,000 or 27.0%. The
EBITDA margin was 25.8% for the 1998 Period compared to 26.4% for the 1997
Period.
The Company's depreciation and amortization costs increased by $3,733,000
and interest expense increased by $245,000. 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, as
well as lower investment income in the 1998 Period (as a result of cash used for
the acquisitions previously mentioned), which is netted against interest
expense.
9
Item 2. Management's discussion and Analysis of Financial
Condition and Results of Operations (continued)
The Company's income before income taxes was $63,628,000 for the 1998
Period as compared to $51,030,000 for the 1997 Period, an increase of
$12,598,000 or 24.7%. The increase resulted primarily from same hospital
volume increases and the acquisitions mentioned previously. The Company's
provision for income taxes was $24,973,000 for the 1998 Period as compared to
$20,029,000 for the 1997 Period. These provisions reflect effective income tax
rates of 39.25% for both periods. As a result of the foregoing, the Company's
net income was $38,655,000 for the 1998 Period as compared to $31,001,000 for
the 1997 Period.
Results of Operations
- ---------------------
Nine months ended June 30, 1998 compared
- ----------------------------------------
to nine months ended June 30, 1997
- ----------------------------------
Net patient service revenue for the nine months ended June 30, 1998 ("1998
Nine Month Period") was $839,642,000, as compared to $669,645,000 for the nine
months ended June 30, 1997 ("1997 Nine Month Period"). This represented an
increase in net patient service revenue of $169,997,000, or 25.4%. Same
hospitals provided $62,644,000 of the increase in net patient service revenue,
which resulted primarily from inpatient and outpatient volume increases. The
remaining increase of $107,353,000 included $108,195,000 of net patient service
revenue from the acquisitions, offset by a decrease of $842,000 of Corporate and
miscellaneous revenue.
During the 1998 Nine Month Period the Company's hospitals generated 461,999
total patient days of service and an occupancy rate of 48.3%, respectively,
versus 376,359 and 46.0%, respectively, for the 1997 Nine Month Period. Same
hospital patient days and occupancy for the 1998 Nine Month Period were 386,501
and 49.7%, respectively, versus 359,894 and 46.4%, respectively, for the 1997
Nine Month Period. Same hospital admissions for the Company during the 1998
Nine Month Period were 76,634, up 5.1% from the 72,895 admissions during the
1997 Nine Month Period.
The Company's operating expenses for the 1998 Nine Month Period were
$629,335,000 or 75.0% of net patient service revenue as compared to $503,146,000
or 75.1% of net patient service revenue for the 1997 Nine Month Period. Of the
total $126,189,000 increase, approximately $42,302,000 related to same
hospitals, which was largely attributable to increased patient volumes.
Another $82,475,000 of increased operating expense related to the hospital
acquisitions mentioned previously. The remaining increase of $1,412,000
represented an increase in Corporate and miscellaneous other operating
expenses.
10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
The Company's earnings before depreciation and amortization, interest and
income taxes were $210,307,000 for the 1998 Nine Month Period as compared to
$166,499,000 for the 1997 Nine Month Period, an increase of $43,808,000 or
26.3%. The Company's EBITDA margin increased slightly to 25.0% for the 1998
Nine Month Period, as compared to 24.9% for the 1997 Nine Month Period.
The Company's depreciation and amortization costs increased by $9,129,000
and interest expense decreased by $168,000. The increase in depreciation and
amortization resulted primarily from the acquisitions previously mentioned. The
decrease in interest expense reflects higher investment income in the 1998 Nine
Month Period (which is netted against interest expense), partially offset by
interest expense on acquisition related debt.
The Company's income before income taxes was $171,176,000 for the 1998 Nine
Month Period as compared to $136,329,000 for the 1997 Nine Month Period, an
increase of $34,847,000, or 25.6%. The increase resulted primarily from same
hospital volume increases and the acquisitions mentioned previously. The
Company's provision for income taxes was $67,186,000 for the 1998 Nine Month
Period as compared to $53,510,000 for the 1997 Nine Month Period. These
provisions reflect effective income tax rates of 39.25% for both periods. As a
result of the foregoing, the Company's net income was $103,990,000 for the 1998
Nine Month Period as compared to $82,819,000 for the 1997 Nine Month Period.
Liquidity and Capital Resources
- -------------------------------
The Company's operating cash flows totaled $95,944,000 for the 1998 Nine
Month Period as compared to $112,582,000 for the 1997 Nine Month Period. The
positive cash flows resulted from the Company's increased profitability and
management of its working capital. The Company's investing activities used
$210,050,000 and $98,396,000 for the 1998 Nine Month Period and 1997 Nine Month
Period, respectively. Acquisitions and ongoing capital expenditure requirements
accounted for substantially all of the funds used in investing activities.
Financing activities provided net cash of $62,400,000 for the 1998 Nine Month
Period and $8,576,000 during the 1997 Nine Month Period. The $53,284,000
increase resulted primarily from borrowings used to finance the previously
mentioned June 1, 1998 acquisition. See the Condensed Consolidated Statements
of Cash Flows for the nine months ended June 30, 1998 and 1997 at page 6 of this
Report.
11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
The Company had approximately $25,500,000 of available cash on hand at July
31, 1998. In addition, the Company has a total of $255 million of credit
available under its two unsecured lines of credit.
The Company's credit agreements contain certain covenants which, without
prior consent of the banks, limit certain activities of the Company and its
subsidiaries, including those relating to merger, consolidation and the
Company's ability to secure indebtedness, make guarantees, and grant security
interests. The Company must also maintain minimum levels of consolidated
tangible net worth, debt service coverage, and debt to cash flow and net worth.
At the present time, the Company anticipates that cash on hand, internally
generated funds and funds available under its lines of credit will be sufficient
to satisfy the Company's requirements for capital expenditures, future
acquisitions and working capital.
Year 2000 Computer Issues
- -------------------------
The Year 2000 Computer Issue is the result of most computer programs using
two digits rather than four to identify a year in a data field. These programs
were designed and developed without considering the impact of the upcoming
change in the century. If not corrected, many computer applications could fail
or create erroneous results.
The Company expects to be substantially complete with modifications to its
existing computer software by December 31, 1998, and does not believe the Year
2000 Issue will propose material operational problems for its computers.
Relating to certain computer aided medical equipment, the Company has been
contacting third-party vendors regarding the compliance status of their
products. However, the Company has no assurance that the systems of the Federal
and State governments, other payors or other companies with which the Company's
systems interface on or which they rely, will be upgraded on a timely basis.
The Company is utilizing both internal and external resources to complete
the Year 2000 modifications. The majority of the costs relating to the Year
2000 Issue will be expensed as incurred. Management of the Company does not
believe such costs will have a material adverse impact to the Company's future
results of operations. However, there can be no guarantee that actual results
could differ materially from those anticipated. Factors that might cause
material differences include, but are not limited to, the availability and cost
of trained personnel and the ability to locate and correct all relevant computer
coding and all medical equipment affected.
12
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
Forward-Looking Statements
- --------------------------
Certain statements contained in this Report, 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 government
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
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
-----------------
None.
Item 2. Changes in Securities.
---------------------
None.
Item 3. Defaults upon Senior Securities.
-------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None
Item 5. Other Information.
-----------------
None.
Item 6. Exhibits and Reports on Form 8-K.
--------------------------------
a. Exhibits:
--------
See Index to Exhibits located on page 16.
b. Reports on Form 8-K:
-------------------
None
14
SIGNATURES
Pursuant to the requirements of the securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
HEALTH MANAGEMENT ASSOCIATES, INC.
DATE: August 7, 1998 BY: /s/ Stephen M. Ray
-------------------------------
Stephen M. Ray
Senior Vice President-Finance
(Duly authorized officer and
Principal Financial Officer)
15
INDEX TO EXHIBITS
(2) Plan of acquisition, reorganization, arrangement, liquidation or
succession.
Not applicable.
(3) (I) Articles of Incorporation
3.1 The Fifth Restated Certificate of Incorporation, previously filed and
included as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1995, is incorporated herein by
reference.
(ii) By-laws
The By-laws, as amended, previously filed and included as Exhibit 3.2 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1995, is incorporated herein by reference.
(4) Instruments defining the rights of security holders, including indentures.
The Exhibits referenced under (3) of this Index to Exhibits are
incorporated herein by reference.
Fourth Amended and Restated Credit and Reimbursement Agreement among the
Company and NationsBank of Florida National Association and the Banks named
therein, dated December 1, 1994, previously filed and included as Exhibit
4.12 to the Company's Annual Report on Form 10-K for the year ended
September 30, 1994, is incorporated herein by reference.
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.
(10) Material contracts
Definitive Agreement, dated March 12, 1998, and Amendment to Definitive
Agreement, both signed between Regional Healthcare, Inc. and Health
Management Associates, Inc., is included herein as Exhibit 10.1 at page 18
of this Report.
Lease Agreement, made as of June 1, 1998, between Hernando County, Florida
and Hernando HMA, Inc., is included herein as Exhibit 10.2 at page 78 of
this Report.
16
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.
(27) Financial Data Schedule.
Financial Data Schedule is included herein as Exhibit 27.1 at page ___ of
this Report.
(99) Additional exhibits.
Not applicable.
17