Recent Updates
Recently added Catalysts
CYH

INDEX TO FINANCIAL STATEMENTS Page Health Management Associates, Inc. Consolidated Financial Statements: Report of Independent Registered Public Accounting Firm 2 Consolidated Statements of Operations for the years ended

Key Takeaway: INDEX TO FINANCIAL STATEMENTS Page Health Management Associates, Inc. Consolidated Financial Statements: Report of Independent Registered Public Accounting Firm 2 Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011 3 Consolidat

Full Press Release Details

INDEX TO FINANCIAL STATEMENTS
Page
Health Management Associates, Inc. Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm 2
Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011 3
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2013, 2012 and 2011 4
Consolidated Balance Sheets as of December 31, 2013 and 2012 5
Consolidated Statements of Stockholders Equity for the years ended December 31, 2013, 2012 and 2011 6
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011 7
Notes to Consolidated Financial Statements 8
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
We have audited the accompanying consolidated balance sheets of Health Management Associates, Inc. as of
December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income (loss), stockholders equity and cash flows for each of the three years in the period ended December 31, 2013. These financial
statements are the responsibility of the Company s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company s internal controls over financial
reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Company s internal controls over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of
Health Management Associates, Inc. at December 31, 2013 and 2012, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2013, in conformity with U.S. generally
accepted accounting principles.
/s/ ERNST & YOUNG LLP
Certified Public Accountants
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended December 31,
2013 2012 2011
Net revenue before the provision for doubtful accounts $ 6,701,384 $ 6,712,646 $ 5,765,347
Provision for doubtful accounts (1,158,966 ) (876,779 ) (712,003 )
Net revenue 5,542,418 5,835,867 5,053,344
Salaries and benefits 2,670,116 2,601,481 2,284,269
Supplies 919,626 901,153 773,476
Rent expense 167,992 171,700 153,136
Other operating expenses 1,448,719 1,300,557 1,058,933
Medicare and Medicaid HCIT incentive program (100,496 ) (73,056 ) (30,976 )
Change in control and other related expenses 133,033
Depreciation and amortization 390,993 347,188 264,110
Interest expense 281,254 311,067 223,208
Write-offs of deferred debt issuance costs and other related expenses 584 24,595
Other 1,928 238 (1,771 )
5,913,749 5,560,328 4,748,980
(Loss) income from continuing operations before income taxes (371,331 ) 275,539 304,364
Income tax benefit (provision) 135,341 (90,054 ) (104,063 )
(Loss) income from continuing operations (235,990 ) 185,485 200,301
Loss from discontinued operations, including gains/losses on disposals, net of income taxes (6,091 ) (8,566 ) (1,755 )
Net (loss) income (242,081 ) 176,919 198,546
Net income attributable to noncontrolling interests (18,528 ) (26,972 ) (25,215 )
Accretion of redeemable equity securities (67,930 )
Net (loss) income attributable to Health Management Associates, Inc. $ (328,539 ) $ 149,947 $ 173,331
See accompanying notes.
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Years Ended December 31,
2013 2012 2011
Net (loss) income $ (242,081 ) $ 176,919 $ 198,546
Components of other comprehensive income before income taxes attributable to:
Interest rate swap contract Changes in fair value 47,735
Reclassification adjustments for amortization of expense into net income 70,317 78,969 10,384
Net activity attributable to the interest rate swap contract 70,317 78,969 58,119
Available-for-sale securities Unrealized gains (losses), net 4,467 7,974 (117 )
Reclassification adjustments for net gains into net income (1,020 )
Net activity attributable to available-for-sale securities 4,467 7,974 (1,137 )
Other comprehensive income before income taxes 74,784 86,943 56,982
Income tax expense related to items of other comprehensive income (28,754 ) (33,443 ) (21,298 )
Other comprehensive income, net 46,030 53,500 35,684
Comprehensive (loss) income (196,051 ) 230,419 234,230
Comprehensive income attributable to noncontrolling interests (18,528 ) (26,972 ) (25,215 )
Accretion of redeemable equity securities (67,930 )
Comprehensive (loss) income attributable to Health Management Associates, Inc. common stockholders $ (282,509 ) $ 203,447 $ 209,015
See accompanying notes.
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
December 31,
2013 2012
ASSETS
Current assets:
Cash and cash equivalents $ 29,971 $ 59,173
Available-for-sale securities 67,047 121,106
Accounts receivable, less allowances for doubtful accounts of $935,253 and $670,729 at December 31, 2013 and 2012, respectively 746,943 957,918
Supplies, at cost (first-in, first-out method) 163,025 158,524
Prepaid expenses 66,468 60,769
Deferred income taxes and other income tax receivables 174,954 60,438
Restricted funds 33,541 26,525
Assets of discontinued operations 10,293 24,676
Total current assets 1,292,242 1,469,129
Property, plant and equipment:
Land and improvements 278,859 255,904
Buildings and improvements 3,206,842 2,945,429
Leasehold improvements 274,237 271,971
Equipment 2,012,489 1,793,977
Construction in progress 93,578 224,266
5,866,005 5,491,547
Accumulated depreciation and amortization (2,292,404 ) (2,036,808 )
Net property, plant and equipment 3,573,601 3,454,739
Restricted funds 131,333 125,532
Goodwill 1,042,312 1,020,704
Deferred charges and other assets 345,163 236,588
Total assets $ 6,384,651 $ 6,306,692
LIABILITIES AND STOCKHOLDERS EQUITY
Accounts payable $ 196,788 $ 211,387
Accrued payroll and related taxes 111,294 94,277
Accrued expenses and other liabilities 350,883 384,151
Due to third-party payors 19,753 51,642
Deferred income taxes 8,068 29,026
Current maturities of long-term debt and capital lease obligations 115,400 126,262
Total current liabilities 802,186 896,745
Deferred income taxes 385,116 301,237
Long-term debt and capital lease obligations, less current maturities 3,649,188 3,440,353
Other long-term liabilities 451,750 460,886
Total liabilities 5,288,240 5,099,221
Redeemable equity securities 320,130 212,458
Stockholders equity:
Health Management Associates, Inc. equity:
Preferred stock, $0.01 par value, 5,000 shares authorized, none issued
Common stock, Class A, $0.01 par value, 750,000 shares authorized, 264,553 shares and 256,394 shares issued at December 31, 2013 and 2012, respectively 2,645 2,564
Accumulated other comprehensive income (loss), net of income taxes 4,090 (41,940 )
Additional paid-in capital 231,603 173,843
Retained earnings 515,399 843,938
Total Health Management Associates, Inc. stockholders equity 753,737 978,405
Noncontrolling interests 22,544 16,608
Total stockholders equity 776,281 995,013
Total liabilities and stockholders equity $ 6,384,651 $ 6,306,692
See accompanying notes.
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
Years Ended December 31, 2013, 2012 and 2011
Health Management Associates, Inc.
Common Stock Accumulated Other Comprehensive Additional Paid-in Retained Noncontrolling Total Stockholders
Shares Par Value Income (Loss), Net Capital Earnings Interests Equity
Balances at January 1, 2011 250,880 $ 2,509 $ (131,124 ) $ 123,701 $ 520,660 $ 12,591 $ 528,337
Net income 173,331 25,215 198,546
Unrealized gains (losses) on available-for-sale securities and reclassifications into net income, net (741 ) (741 )
Change in fair value of interest rate swap contract and amortization of expense into net income, net 36,425 36,425
Exercises of stock options and related tax matters 1,563 16 16,237 16,253
Issuances of deferred stock and restricted stock and related tax matters, net of forfeitures 1,713 17 (7,587 ) (7,570 )
Stock-based compensation expense 24,508 24,508
Distributions to noncontrolling shareholders (25,394 ) (25,394 )
Noncontrolling shareholder interests in acquired businesses 3,563 3,563
Balances at December 31, 2011 254,156 2,542 (95,440 ) 156,859 693,991 15,975 773,927
Net income 149,947 26,972 176,919
Unrealized gains (losses) on available-for-sale securities and reclassifications into net income, net 5,186 5,186
Change in fair value of interest rate swap contract and amortization of expense into net income, net 48,314 48,314
Issuances of deferred stock and restricted stock and related tax matters, net of forfeitures 2,238 22 (8,322 ) (8,300 )
Stock-based compensation expense 25,599 25,599
Distributions to noncontrolling shareholders (27,095 ) (27,095 )
Purchases of subsidiary shares from noncontrolling shareholders (293 ) (1,161 ) (1,454 )
Noncontrolling shareholder interests in acquired businesses 1,917 1,917
Balances at December 31, 2012 256,394 2,564 (41,940 ) 173,843 843,938 16,608 995,013
Net loss, including amount attributable to accretion of redeemable equity securities (328,539 ) 18,528 (310,011 )
Unrealized gains (losses) on available-for-sale securities and reclassifications into net income, net 3,009 3,009
Change in fair value of interest rate swap contract and amortization of expense into net income, net 43,021 43,021
Issuances of deferred stock and restricted stock and related tax matters, net of forfeitures 8,159 81 (1,149 ) (1,068 )
Stock-based compensation expense 58,909 58,909
Distributions to noncontrolling shareholders (26,742 ) (26,742 )
Noncontrolling shareholder interests in acquired businesses 14,150 14,150
Balances at December 31, 2013 264,553 $ 2,645 $ 4,090 $ 231,603 $ 515,399 $ 22,544 $ 776,281
See accompanying notes.
HEALTH MANAGEMENT ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31,
2013 2012 2011
Cash flows from operating activities:
Net (loss) income $ (242,081 ) $ 176,919 $ 198,546
Adjustments to reconcile net (loss) income to net cash provided by continuing operating activities:
Depreciation and amortization 402,895 358,167 270,736
Amortization related to interest rate swap contract 70,317 78,969 10,384
Fair value adjustments related to interest rate swap contract 4,316 24,201 5,979
Provision for doubtful accounts 1,158,966 876,779 712,003
Stock-based compensation expense 58,909 25,599 24,508
Losses on sales of assets, net 6,716 4,790 1,325
Gains on sales of available-for-sale securities, net (3,992 ) (3,081 ) (518 )
Write-offs of deferred debt issuance costs 584 24,045
Deferred income tax expense (benefit) (36,719 ) (2,727 ) 76,473
Changes in assets and liabilities of continuing operations, net of the effects of acquisitions:
Accounts receivable (990,295 ) (946,946 ) (863,969 )
Supplies 2,710 (1,894 ) (3,057 )
Prepaid expenses (5,438 ) (2,168 ) (8,124 )
Prepaid and recoverable income taxes (47,605 ) 29,083 (18,633 )
Deferred charges and other long-term assets (34,089 ) (70 ) (5,812 )
Accounts payable (11,878 ) 10,177 24,179
Accrued expenses and other liabilities (93,775 ) (38,456 ) 95,315
Equity compensation excess income tax benefits (19,056 ) (1,492 ) (2,999 )
Loss from discontinued operations, net 6,091 8,566 1,755
Net cash provided by continuing operating activities 226,576 596,416 542,136
Cash flows from investing activities:
Acquisitions of hospitals and other ancillary health care businesses (183,524 ) (73,948 ) (582,090 )
Additions to property, plant and equipment (274,175 ) (388,059 ) (301,308 )
Proceeds from sales of assets and insurance recoveries 108 2,857 2,765
Proceeds from sales of discontinued operations 1,392 4,851
Purchases of available-for-sale securities (486,594 ) (1,947,028 ) (1,385,580 )
Proceeds from sales of available-for-sale securities 545,503 1,954,653 1,321,398
Increase in restricted funds, net (9,208 ) (22,923 ) (35,309 )
Net cash used in continuing investing activities (407,890 ) (473,056 ) (975,273 )
Cash flows from financing activities:
Proceeds from long-term debt borrowings 623,900 47,000 3,356,970
Principal payments on debt and capital lease obligations (493,309 ) (141,823 ) (2,869,380 )
Payments of debt issuance costs (1,588 ) (702 ) (75,149 )
Proceeds from exercises of stock options 27,949 14,067
Cash received from noncontrolling shareholders 3,591
Cash payments to noncontrolling shareholders (28,861 ) (35,543 ) (28,284 )
Equity compensation excess income tax benefits 19,056 1,492 2,999
Net cash provided by (used in) continuing financing activities 147,147 (125,985 ) 401,223
Net decrease in cash and cash equivalents before discontinued operations (34,167 ) (2,625 ) (31,914 )
Net increases (decreases) in cash and cash equivalents from discontinued operations:
Operating activities (1,016 ) (1,438 ) 7,709
Investing activities 5,981 (869 ) (13,464 )
Financing activities (38 )
Net decrease in cash and cash equivalents (29,202 ) (4,970 ) (37,669 )
Cash and cash equivalents at the beginning of the year 59,173 64,143 101,812
Cash and cash equivalents at the end of the year $ 29,971 $ 59,173 $ 64,143
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest, net of amounts capitalized $ 270,995 $ 270,226 $ 188,734
Income taxes $ 8,591 $ 71,737 $ 50,651
See accompanying notes.
HEALTH MANAGEMENT ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Health Management Associates,
Inc. by and through its subsidiaries (collectively, HMA or the Company ) provides health care services to patients in hospitals and other health care facilities in non-urban communities located primarily in the southeastern
United States. As of December 31, 2013, the Company operated 70 hospitals in fifteen states with a total of 10,706 licensed beds, including twenty-three hospitals located in Florida, ten hospitals in Mississippi and nine hospitals in Tennessee.
On July 29, 2013, the Company entered into an Agreement and Plan of Merger (the Merger Agreement ) with Community Health
Systems, Inc. ( CHS ) and FWCT-2 Acquisition Corporation, an indirect, wholly-owned subsidiary of CHS ( Merger Sub ), pursuant to which Merger Sub merged with and into the Company and became an indirect, wholly-owned subsidiary
of CHS (the Merger ). The Merger was completed on January 27, 2014 and the terms and conditions are described in more detail in Note 13.
As further described in Note 12, on August 12, 2013, Glenview Capital Management, LLC and certain of its affiliated investment funds
(collectively Glenview ), delivered written consents from holders of the Company s common stock, or their duly authorized proxies, sufficient to replace the Company s entire Board of Directors with nominees of Glenview pursuant
to a consent solicitation process (the Consent Solicitation Process ) that had previously been commenced by Glenview.
specifically indicated otherwise, all amounts and percentages presented in the notes below are exclusive of the Company s discontinued operations, which are identified at Note 10.
The preparation of financial statements in conformity with U.S. generally accepted accounting principles ( GAAP ) requires
management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
The Company consistently applies the accounting policies described below.
a. Principles of consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are controlled by the Company
through majority voting control. All significant intercompany accounts and transactions have been eliminated. The Company uses the equity method of accounting for investments in entities in which it exhibits significant influence, but not control,
and has an ownership interest ranging from 20% to 50%.
For consolidation and variable interest entity disclosure purposes, management
evaluates circumstances where the Company has ownership, contractual or other financial interests that may result in its (i) ability to direct the activities of an entity that most significantly impact such entity s economic performance
and/or (ii) obligation to absorb the losses of, or the right to receive the benefits from, an entity that could potentially be significant to that entity; however, no such arrangements that would be material to the Company s consolidated
financial position or results of operations have been identified.
b. Cash and cash equivalents
Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. The Company s cash
equivalents primarily consist of investment grade financial instruments.
c. Available-for-sale securities
The Company s investments in debt securities and shares in publicly traded stocks and mutual funds have been designated by management as
available-for-sale securities, as defined by GAAP. The estimated fair values of such securities are based on quoted market prices and pricing valuation models. Changes in temporary unrealized gains and losses are recorded as adjustments to other
comprehensive income, net of income taxes. Periodically, management performs an evaluative assessment of individual securities to determine whether declines in fair value are other-than-temporary. Management considers various quantitative,
qualitative and judgmental factors when performing its evaluation, including, but not limited to, the nature of the security being analyzed and the length of time and extent to which a security s fair value is below its historical/amortized
cost. Also, see Notes 5 and 11 for more information regarding the Company s available-for-sale securities.
HEALTH MANAGEMENT ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
d. Property, plant and equipment
Property, plant and equipment are stated at cost and include major expenditures that extend an asset s useful life. Ordinary repair and
maintenance costs (e.g., medical equipment adjustments, painting, cleaning, etc.) are expensed as incurred. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the underlying assets. Estimated
useful lives for buildings and improvements range from fifteen to forty years and for equipment range from three to fifteen years. Leasehold improvements, capital lease assets and other assets of a similar nature are amortized on a straight-line
basis over the shorter of the term of the respective lease or the useful life of the underlying asset. Depreciation expense was approximately $247.9 million, $240.0 million and $215.8 million during the years ended December 31, 2013, 2012 and
e. Deferred debt issuance costs, goodwill and other long-lived assets
Deferred debt issuance costs. Deferred charges and other assets include deferred debt issuance costs that are being amortized over the
estimated economic life of the related debt using the effective interest method. A rollforward of the Company s deferred debt issuance costs is presented in the table below (in thousands).
Years Ended December 31,
2013 2012 2011
Balances at the beginning of the year $ 67,903 $ 67,201 $ 48,515
Costs associated with the issuance of long-term debt 1,588 702 75,149
Write-offs (see debt restructuring at Note 2) (584 ) (56,463 )
Balances at the end of the year $ 68,907 $ 67,903 $ 67,201
Accumulated amortization of deferred debt issuance costs was approximately $26.7 million and $14.5 million at
December 31, 2013 and 2012, respectively. Amortization of deferred debt issuance costs was $12.3 million, $11.4 million and $7.6 million during the years ended December 31, 2013, 2012 and 2011, respectively. As further discussed in Note 2,
in conjunction with the completion of the Merger, the Company s borrowings under its Credit Facility and the Senior Notes due 2016 and 2020 were repaid and the related deferred debt issuance costs were written off.
Goodwill. GAAP calls for goodwill (i.e., the excess of cost over acquired net assets) and intangible assets with indefinite useful
lives to be tested for impairment annually and whenever circumstances indicate that a possible impairment might exist. Management performs the goodwill impairment test by initially comparing the estimated fair values of the reporting unit s net
assets, including allocated home office net assets, to the corresponding carrying amounts on the Company s consolidated balance sheets. The estimated fair value of the Company s reporting unit is determined using a market approach
methodology based on revenue multiples. Management also considers a market approach valuation methodology based on comparable transactions. If the estimated fair value of the reporting unit s net assets is less than the balance sheet carrying
amount, management determines the implied fair value of the reporting unit s goodwill, compares such fair value to the corresponding carrying amount and, if necessary, records a goodwill impairment charge.
Reporting units are one level below the operating segment level (see Note 1(n)). Prior to the Merger, the Company performed its goodwill
impairment testing at the divisional operating level. After the announcement of the Merger Agreement, changes in executive management occurred and new executive management reorganized all of the Company s division operations and the level of
operational reviews and management oversight under the direction of CHS. From that point forward, financial and operating performance review of the Company s hospitals performed by the chief operating decision maker, was performed on an
entity-wide basis. As a result management concluded that the Company s goodwill should be combined into one reporting unit representing the Company s entire hospital operations. This conclusion, reached during the third quarter of 2013,
was considered as part of the Company s annual test for goodwill impairment.
There were no goodwill impairment charges in continuing
operations during the years ended December 31, 2013, 2012 and 2011.
HEALTH MANAGEMENT ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Physician and Physician Group Guarantees. Deferred charges and other assets include
Last updated: Apr 10, 2014