-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, COtJJrhyQbJHFy3M5CfGNZECIlrHtr+RZcJR6Vf8LHRT7CaSbhMxCzlF6ThkyW9a pRvT6MZkR6clcwnh2chbKQ== 0000912057-96-013010.txt : 19960626 0000912057-96-013010.hdr.sgml : 19960626 ACCESSION NUMBER: 0000912057-96-013010 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960625 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARACELSUS HEALTHCARE CORP CENTRAL INDEX KEY: 0000758722 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 953565943 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-06713 FILM NUMBER: 96584881 BUSINESS ADDRESS: STREET 1: 155 N LAKE AVE STE 1100 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 8187928600 S-1 1 S-1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1996 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ PARACELSUS HEALTHCARE CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA 8062 95-3565943 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification Number)
-------------------------- 155 NORTH LAKE AVENUE, SUITE 1100 PASADENA, CALIFORNIA 91101 (818) 792-8600 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) ------------------------------ JAMES T. RUSH VICE PRESIDENT, FINANCE, AND CHIEF FINANCIAL OFFICER 155 NORTH LAKE AVENUE, SUITE 1100 PASADENA, CALIFORNIA 91101 (818) 792-8600 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) ------------------------------ COPIES TO: Thomas C. Janson, Jr. Wayne M. Whitaker, Esq. Alison S. Ressler, Esq. Skadden, Arps, Slate, Meagher & Flom Michener, Larimore, Swindle, Whitaker, Sullivan & Cromwell 300 South Grand Avenue, Suite 3400 Flowers, Sawyer, Reynolds & Chalk, L.L.P. 444 South Flower Street Los Angeles, California 90071 3500 City Center Tower II Los Angeles, California 90071 (213) 687-5000 301 Commerce Street (213) 955-8000 Fort Worth, Texas 76102 (817) 335-4417
-------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. -------------------------- If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If the delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / -------------------------- CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED MAXIMUM AMOUNT MAXIMUM AGGREGATE TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT (1) PRICE (1) REGISTRATION FEE % Senior Subordinated Notes due 2006..... $250,000,000 $1,000 $250,000,000 $86,207
(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PARACELSUS HEALTHCARE CORPORATION CROSS REFERENCE SHEET REQUIRED BY ITEM 501(B) OF REGULATION S-K
REGISTRATION STATEMENT ITEM NUMBER AND CAPTION CAPTION OR LOCATION IN PROSPECTUS - ---------------------------------------------------------------- ----------------------------------------------------- 1. Forepart of the Registration Statement and Outside Front Cover Page of Prospectus...................... Outside Front Cover Page of Prospectus. 2. Inside Front and Outside Back Cover Pages of Prospectus.......................................... Inside Front and Outside Back Cover Pages of Prospectus; Available Information. 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges........................... Prospectus Summary; Risk Factors; Company Unaudited Pro Forma Condensed Combining Financial Statements; Paracelsus Selected Historical Consolidated Financial Data. 4. Use of Proceeds...................................... Use of Proceeds. 5. Determination of Offering Price...................... Not applicable. 6. Dilution............................................. Not applicable. 7. Selling Security Holders............................. Not applicable. 8. Plan of Distribution................................. Underwriting. 9. Description of Securities to Be Registered........... Outside Front Cover Page of Prospectus; Prospectus Summary; Description of the Notes. 10. Interests of Named Experts and Counsel............... Not applicable. 11. Information with Respect to the Registrant........... Prospectus Summary; Risk Factors; The Merger and Financing; Use of Proceeds; Capitalization; Company Unaudited Pro Forma Condensed Combining Financial Statements; Paracelsus Selected Historical Consolidated Financial Data; Paracelsus Management's Discussion and Analysis of Financial Condition and Results of Operations; Champion Selected Historical Consolidated Financial Data; Champion Management's Discussion and Analysis of Financial Condition and Results of Operations; Business; Management; Executive Compensation; Certain Relationships and Related Transactions; Security Ownership of Management and Certain Beneficial Owners; Description of the Notes; Available Information; Financial Statements. 12. Disclosure of Commission Position on Indemnification for Securities Act Liabilities...................... Not applicable.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER TO SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION, DATED JUNE 24, 1996 PROSPECTUS , 1996 $250,000,000 [LOGO] PARACELSUS HEALTHCARE CORPORATION % SENIOR SUBORDINATED NOTES DUE 2006 The % Senior Subordinated Notes due 2006 are being offered by Paracelsus Healthcare Corporation (the "Company") concurrently with the Merger pursuant to which Champion Healthcare Corporation will become a wholly owned subsidiary of the Company. Concurrently with the Notes Offering, the Company and certain selling shareholders of the Company are offering an aggregate of 7,000,000 shares of the Company's common stock in the Equity Offering. Consummation of each of the Notes Offering and the Equity Offering is contingent upon the consummation of the Merger; however, neither the Notes Offering nor the Equity Offering is contingent upon the consummation of the other. The Notes will mature on , 2006. Interest on the Notes is payable semi-annually, in arrears, on and of each year, commencing , 1997. The Notes will be redeemable at the option of the Company, in whole or in part, at any time on or after , 2001, at the redemption prices set forth herein, plus accrued and unpaid interest, if any, to the redemption date. The Company will not be required to make any mandatory redemption or sinking fund payment with respect to the Notes prior to maturity; however, in the event of a Change of Control, the Company will be required to make an offer to purchase the Notes, at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date. The Notes will be general unsecured obligations of the Company, will be subordinated in right of payment to all existing and future Senior Indebtedness of the Company, including borrowings under the New Credit Facility, and will rank PARI PASSU with $75.0 million aggregate principal amount of outstanding 9 7/8% Senior Subordinated Notes due 2003 of Paracelsus. On a pro forma basis giving effect to the Merger, the Notes Offering and the Equity Offering and the application of the net proceeds therefrom, the aggregate principal amount of Senior Indebtedness of the Company would have been approximately $120.6 million at May 31, 1996, of which approximately $117.1 million would have been secured indebtedness. In addition, the Notes will be effectively subordinated to all existing and future indebtedness and other obligations of subsidiaries of the Company which, on a pro forma basis giving effect to the Merger, the Notes Offering and the Equity Offering and the application of the net proceeds therefrom, would have been approximately $20.5 million at May 31, 1996. SEE "RISK FACTORS" BEGINNING ON PAGE 10 FOR A DISCUSSION OF CERTAIN FACTORS THAT PROSPECTIVE INVESTORS SHOULD CONSIDER IN CONNECTION WITH AN INVESTMENT IN THE NOTES OFFERED HEREBY. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PRICE UNDERWRITING PROCEEDS TO THE DISCOUNTS AND TO THE PUBLIC (1) COMMISSIONS (2) COMPANY (1)(3) Per Note....................................... % % % Total.......................................... $ $ $
(1) PLUS ACCRUED INTEREST, IF ANY, FROM THE DATE OF ISSUANCE. (2) THE COMPANY HAS AGREED TO INDEMNIFY THE UNDERWRITERS AGAINST CERTAIN LIABILITIES, INCLUDING LIABILITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SEE "UNDERWRITING." (3) BEFORE DEDUCTING EXPENSES PAYABLE BY THE COMPANY, ESTIMATED AT $ . The Notes are offered by the several Underwriters, subject to prior sale, when, as and if delivered to and accepted by the Underwriters, and subject to various prior conditions, including their right to reject any order in whole or in part. It is expected that delivery of the Notes will be made in New York, New York on or about , 1996, against payment in same-day funds. DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION [INSERT MAP HERE] DESCRIPTION OF THE MAP ON THE INSIDE FRONT COVER PAGE UNDER THE TITLE OF "PARACELSUS HEALTHCARE CORPORATION" The map depicts the United States sharing the locations of the Company's facilities. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED HEREBY OR OTHER SECURITIES OF THE COMPANY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. 2 PROSPECTUS SUMMARY THE FOLLOWING SUMMARY INFORMATION IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ IN CONJUNCTION WITH, THE MORE DETAILED INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS AND THE DOCUMENTS REFERRED TO HEREIN. UNLESS THE CONTEXT OTHERWISE REQUIRES, REFERENCES HEREIN TO "PARACELSUS" REFER TO PARACELSUS HEALTHCARE CORPORATION PRIOR TO THE MERGER OF CHAMPION HEALTHCARE CORPORATION ("CHAMPION") WITH AND INTO A WHOLLY OWNED SUBSIDIARY OF PARACELSUS (THE "MERGER"). REFERENCES TO THE "COMPANY" REFER TO PARACELSUS AFTER THE MERGER AND INCLUDE THE COMBINED OPERATIONS OF PARACELSUS AND CHAMPION. IN ADDITION, ALL REFERENCES TO SHARE AND PER SHARE DATA WITH RESPECT TO THE COMPANY'S COMMON STOCK, NO STATED VALUE PER SHARE (THE "PARACELSUS COMMON STOCK"), REFLECT THE 66,159.426-FOR-ONE STOCK SPLIT TO BE EFFECTED PRIOR TO THE MERGER. CERTAIN STATEMENTS UNDER THIS CAPTION "PROSPECTUS SUMMARY" CONSTITUTE "FORWARD-LOOKING STATEMENTS" UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT (THE "REFORM ACT"). SEE "RISK FACTORS -- FORWARD-LOOKING STATEMENTS." THE COMPANY Paracelsus is a leading healthcare company that owns and operates acute care and specialty hospitals and related healthcare businesses serving selected markets in the United States. Paracelsus owns and operates 18 acute care hospitals with a total of 1,685 licensed beds in seven states: California, Utah, Tennessee, Texas, Florida, Georgia and Mississippi. Paracelsus' acute care hospitals provide a broad array of general medical and surgical services on an inpatient, outpatient and emergency basis. In addition, certain hospitals and their related facilities offer rehabilitative medicine, substance abuse treatment, psychiatric care and Acquired Immune Deficiency Syndrome ("AIDS") care. Paracelsus also owns and operates in California three psychiatric hospitals with 218 licensed beds, four skilled nursing facilities with 232 licensed beds and a 60-bed rehabilitative hospital. In addition, Paracelsus owns and operates eight home healthcare agencies and thirteen medical office buildings adjacent to certain of its hospitals. For the twelve months ended March 31, 1996 on a pro forma basis after giving effect to the acquisitions and dispositions made by Paracelsus since April 1, 1995, Paracelsus would have had total operating revenues of $516.9 million, Adjusted EBITDA (as defined below) of $55.8 million and a net loss of $3.1 million. The net loss includes an unusual charge recorded in March 1996 of $22.4 million related to the settlement of two lawsuits. See "Paracelsus Unaudited Pro Forma Condensed Combining Financial Statements." On April 12, 1996, Paracelsus entered into an Agreement and Plan of Merger, as amended and restated on May 29, 1996 (the "Merger Agreement"), with Champion pursuant to which Champion will become a wholly owned subsidiary of the Company. Champion owns and operates five acute care hospitals with a total of 722 licensed beds in Utah, Texas and Virginia and owns a 50% interest in, and operates, a partnership that owns two additional acute care hospitals with a total of 341 licensed beds in North Dakota under the name "Dakota Heartland Health System" ("DHHS"). Champion's acute care hospitals generally offer the same types of services provided by Paracelsus' acute care hospitals. Champion also owns and operates two psychiatric hospitals with a total of 219 licensed beds in Missouri and Louisiana. For the twelve months ended March 31, 1996 on a pro forma basis after giving effect to the acquisitions and dispositions made by Champion since April 1, 1995, Champion would have had net revenue of $ million, Adjusted EBITDA of $ million and net income of $ million. See "Champion Unaudited Pro Forma Condensed Combining Statements of Income and Unaudited Historical Condensed Balance Sheet." Following the Merger, the Company will operate 31 hospitals in eleven states which include 25 acute care hospitals (including those owned by DHHS), with 2,748 licensed beds, five psychiatric hospitals with 437 licensed beds and a rehabilitative hospital with 60 licensed beds. On a pro forma combined basis for the twelve months ended March 31, 1996, the Company would have had total operating revenues of $ million, Adjusted EBITDA of $ million and a net loss of $ million (which includes the unusual charge related to the settlement of two lawsuits). These pro forma combined results do not give effect to any cost savings that management believes will be realized as a 3 result of the Merger due to the combination of the corporate operations of Paracelsus and Champion and the elimination of certain corporate consulting contracts of Paracelsus. See "Company Unaudited Pro Forma Condensed Combining Financial Statements." The Company believes that the Merger represents a unique opportunity to integrate the operations of two companies which have a complementary portfolio of hospitals. Upon completion of the Merger, 22 of the Company's 31 hospitals will be located in markets where a hospital, or network of hospitals, owned by the Company is a preeminent provider. On a pro forma combined basis, these hospitals would have accounted for approximately % of the Company's total operating revenues and % of its Adjusted EBITDA for the twelve months ended March 31, 1996. Following the Merger, the Company believes that it will be better positioned to implement its business strategy due to its greater scale and diversity of operations, expanded geographic presence and enhanced access to the public capital markets and other financing sources. In addition, the combined entity should benefit from economies of scale in such areas as purchasing, marketing, information systems, risk management, acquisitions and development, accounting, reimbursement, corporate finance and quality assurance. The Company also believes that it will benefit from the addition to the Company's management team of key Champion executives who, following the Merger, will have primary responsibility for day to day management of the Company. These Champion executives have an average of 29 years of hospital industry experience and a proven track record in operating and growing publicly held hospital companies. Over the past five years, these executives grew Champion's net revenue at a compounded annual rate of 62.0%, from $24.3 million in 1991 to $167.5 million in 1995, while improving its Adjusted EBITDA margins from 9.4% in 1991 to 15.8% in 1995 and 19.2% for the three months ended March 31, 1996. After the Merger, the Company's principal executive offices will be located at 515 West Greens Road, Suite 800, Houston, Texas. Its telephone number will be (713) 873-6623. BUSINESS STRATEGY The Company's strategic objective is to establish each of its hospitals or hospital networks, as the provider of choice in its market. To accomplish this, the Company first seeks to establish a presence in geographic locations which are best suited to developing a preeminent market position. These locations primarily include small to mid-sized markets with more favorable demographics and lower levels of penetration by managed care plans and alternative niche competitors than larger metropolitan areas. Moreover, the competing hospitals in the Company's target markets frequently will be not-for-profit facilities which the Company believes have higher cost structures than its hospitals. Second, the Company focuses on implementing operating strategies developed by the Company for positioning each of its hospitals or hospital networks as providers of measurably higher quality and lower cost healthcare services than competing providers. The key elements of the Company's operating strategies are as follows: EXPAND STRATEGICALLY THROUGH SELECTED ACQUISITIONS The Company plans to pursue expansion opportunities through the strategic acquisition of hospitals and complementary healthcare businesses in existing or new markets. The Company has demonstrated this strategy most recently by the acquisition of four hospitals and a home health agency in the Salt Lake City market. The Company believes that its primary sources of acquisitions will be unaffiliated not-for-profit hospitals and facilities being divested by hospital systems for strategic, regulatory or performance reasons. INCREASE MARKET PENETRATION The Company seeks to increase the market penetration of its hospitals by pursuing market strategies designed to either reduce patient outmigration by offering additional hospital and related healthcare services or to shift market share from local competitors by providing measurably higher 4 quality and lower cost services. This strategy has been successfully demonstrated by the addition of obstetrics at Medical Center of Mesquite and Westwood Medical Center. In addition, the Company has acquired and integrated five home health agencies that cover 26 counties in Tennessee and provide a large referral base for the Company's four hospitals in this market. ESTABLISH A COMPETITIVE COST ADVANTAGE The Company seeks to position each of its hospitals as the low cost provider in its market by focusing on monitoring and controlling fixed and variable operating expenses. Champion's executives have demonstrated an ability to reduce costs as indicated by the improvement in Champion's Adjusted EBITDA margins from 9.4% in 1991 to 15.8% in 1995 and 19.2% for the three months ended March 31, 1996. Labor costs are a primary focus and Champion's executives have reduced Champion's salaries, wages and benefits as a percentage of Champion's net revenue from 40.0% in 1994 to 39.0% in 1995 and to 37.7% for the three months ended March 1996. The Company believes that a low cost provider is better able to succeed in the current healthcare environment by aggressively pricing its managed care contracts and direct employer arrangements and by maintaining profitability under fixed payment systems. IMPLEMENT A COMPETITIVE QUALITY ADVANTAGE The Company believes that preventing errors in the treatment process can improve quality and lower the cost of care by reducing the risk of adverse events to patients and the consequential costs of such events. For the past two years, the Company has piloted a proprietary program designed to identify and measure the incidence of patient treatment errors in 225 separate clinical categories. The Company believes the capability to quantify data regarding the quality of care in its hospitals will enable the Company to reduce the cost of care and will enhance the ability of its hospitals to win and profit from managed care contracts. The Company has been successful in utilizing this data with managed care companies in the Baytown, Texas market to add one contract and retained two additional contracts. DEVELOP A COMPETITIVE SERVICE ADVANTAGE The Company believes that bureaucratic and impersonalized customer service is a historical structural deficiency within the hospital industry caused by service systems, policies and procedures which are designed for the convenience of physicians and hospitals rather than patients, payors and employers. The Company is developing a proprietary customer service system that it believes will make its hospitals and facilities more customer-focused than those of its competitors. REQUIRE LOCAL MANAGEMENT ACCOUNTABILITY The provision of high quality healthcare services is primarily a local business, and the Company's business strategy and operating programs emphasize local management initiative, responsibility and accountability combined with corporate support and oversight. REFINANCINGS IN CONNECTION WITH THE MERGER Concurrently with the offering of the Notes made hereby (the "Notes Offering"), the Company plans to offer and sell 5,200,000 newly-issued shares of Paracelsus Common Stock in an underwritten public offering (the "Equity Offering" and, together with the Notes Offering, the "Offerings"). Certain shareholders of the Company will also be selling an aggregate of 1,800,000 shares of Paracelsus Common Stock in connection with the Equity Offering. The Company will not receive any proceeds from the sale of Paracelsus Common Stock made by such selling shareholders. The Company currently intends that a portion of the estimated aggregate net proceeds to the Company from the Offerings of $297.2 million (consisting of $241.3 million from the Notes Offering and $55.9 million from the Equity Offering) will be used by Champion to prepay an estimated $159.2 million of outstanding Champion indebtedness (plus $6.6 million of prepayment premiums) on May 31, 1996. The remaining net proceeds from the Offerings will be used to reduce outstanding indebtedness under the existing Paracelsus credit facility (the "Existing Paracelsus Credit Facility") 5 or the new credit facility (the "New Credit Facility") that the Company intends to establish as soon as practicable after the effective time of the Merger (the "Effective Time"), as applicable. Neither the Notes Offering nor the Equity Offering is contingent upon the consummation of the other. See "Risk Factors -- Significant Leverage," "The Merger and Financing" and "Use of Proceeds." The Company currently intends to refinance as soon as practicable after the Effective Time, through borrowings under the New Credit Facility, all amounts outstanding under the Existing Paracelsus Credit Facility (the "Credit Facility Refinancing"). The New Credit Facility will provide for borrowings of up to $400.0 million, of which approximately $104.0 million is expected to be outstanding after giving effect to the Offerings and the Credit Facility Refinancing and the application of the net proceeds therefrom. See "Capitalization" and "Description of the New Credit Facility." THE NOTES OFFERING SECURITIES OFFERED................ $250,000,000 principal amount of % Senior Subordinated Notes due , 2006 (the "Notes"). MATURITY DATE..................... , 2006. INTEREST PAYMENT DATES............ and of each year, commencing , 1997. OPTIONAL REDEMPTION............... In whole or in part, at any time on or after , 2001 at the redemption prices set forth herein, plus accrued and unpaid interest to the redemption date. CHANGE OF CONTROL................. Upon a Change of Control, the Company is required to offer to purchase the Notes at 101% of the principal amount thereof, plus accrued and unpaid interest to the purchase date. In addition, in the event that pursuant to any Change of Control Offer (as defined herein) made in compliance with the Indenture governing the Notes (the "Indenture") 80% or more of the outstanding Notes are tendered and accepted for payment by the Company, then the Company will have the right to redeem all, but not less than all, of the outstanding Notes not so tendered in such Change of Control Offer at a redemption price equal to 101% of the principal amount thereof, together with accrued and unpaid interest. There can be no assurance that the Company will be able to repurchase the Notes in the event of a Change of Control. See "Risk Factors -- Possible Inability to Repurchase Notes upon a Change of Control." RANKING........................... The Notes will be general unsecured obligations of the Company and will be subordinated in right of payment to all existing and future Senior Indebtedness of the Company, including borrowings under the New Credit Facility. On a pro forma basis giving effect to the Merger and the Offerings and the application of the net proceeds therefrom, the aggregate principal amount of Senior Indebtedness of the Company would have been approximately $120.6 million at May 31, 1996, of which approximately $117.1 million would have been secured indebtedness. See "The Merger and the Financing," "Capitalization," "Description of the Notes -- General" and "-- Subordination" and "Description of the New Credit Facility." In addition, upon the consummation of the Credit Facility Refinancing and Offerings the Company expects to
6 have available approximately $296.0 million of unused borrowing capacity under the New Credit Facility (before reduction for approximately $9.7 million for commitments outstanding under letters of credit), all of which will be permitted to be borrowed under the Indenture. Borrowings under the New Credit Facility will be secured by a lien on certain collateral owned by the Company and its subsidiaries. In addition, the Notes will be effectively subordinated to all indebtedness and other obligations of subsidiaries of the Company, which, on a pro forma basis giving effect to the Merger and the Offerings and the application of the net proceeds there- from, would have been approximately $20.5 million at May 31, 1996. The Notes will rank PARI PASSU with $75.0 mil- lion aggregate principal amount of outstanding 9 7/8% Senior Subordinated Notes due 2003 of Paracelsus (the "Existing Senior Subordinated Notes"). See "Company Unaudited Pro Forma Condensed Combining Financial Statements." CERTAIN COVENANTS................. The Indenture will contain certain covenants, including, but not limited to, covenants limiting: (i) the incurrence by the Company and its subsidiaries of additional indebtedness; (ii) certain restricted payments, including the payment of dividends on and the redemption of capital stock by the Company; (iii) the creation of liens securing indebtedness; (iv) restrictions on the ability of subsidiaries to pay dividends, make certain payments and transfer property to the Company; (v) transactions with affiliates; (vi) the sale of assets; (vii) the entry into a new line of business; and (viii) the Company's ability to consolidate or merge with or into, or to transfer all or substantially all of its assets to, another person. USE OF PROCEEDS................... The aggregate net proceeds from the Offerings are estimated to be $297.2 million (consisting of $241.3 million from the Notes Offering and $55.9 million from the Equity Offering). The Company intends that a portion of the net proceeds from the Offerings will be used by Champion to prepay an estimated $159.2 million of outstanding Champion indebtedness (plus $6.6 million of repayment premiums) on May 31, 1996. The remaining estimated net proceeds of $131.4 million will be used to reduce outstanding indebtedness under the Existing Paracelsus Credit Facility or the New Credit Facility, as applicable. See "Use of Proceeds."
For definitions of certain capitalized terms used herein, see "Description of the Notes." RISK FACTORS SEE "RISK FACTORS" BEGINNING ON PAGE 10 FOR A DISCUSSION OF CERTAIN FACTORS THAT PROSPECTIVE INVESTORS SHOULD CONSIDER IN CONNECTION WITH AN INVESTMENT IN THE NOTES OFFERED HEREBY. 7 SUMMARY UNAUDITED PRO FORMA FINANCIAL AND OPERATING DATA The Summary Unaudited Pro Forma Financial and Operating Data set forth below have been derived from the Company Unaudited Pro Forma Condensed Combining Financial Statements included elsewhere in this Prospectus. The Summary Unaudited Pro Forma Financial and Operating Data reflect the effect of the consummation of the Offerings, in each case as if such transactions had occurred at the beginning of each period presented for purposes of the pro forma income statement and operating data and on March 31, 1996 for purposes of the pro forma balance sheet data. The Summary Unaudited Pro Forma Financial and Operating Data set forth below also give effect to the Merger and certain acquisitions and dispositions by each of Paracelsus and Champion completed since the beginning of each of the periods presented. The Summary Unaudited Pro Forma Financial and Operating Data set forth below and the Company Unaudited Pro Forma Condensed Combining Financial Statements included elsewhere herein do not purport to present the financial position or results of operations of Paracelsus and Champion had the transactions and events assumed therein occurred on the dates specified, nor are they necessarily indicative of the results of operations that may be expected in the future. The Summary Unaudited Pro Forma Financial and Operating Data set forth below is qualified in its entirety by reference to, and should be read in conjunction with, the Company Unaudited Pro Forma Condensed Combining Financial Statements included elsewhere in this Prospectus. Paracelsus reports its financial information on the basis of a September 30 fiscal year. Champion reports its financial information on the basis of a December 31 year. The Summary Unaudited Pro Forma Financial Data for the fiscal year ended September 30, 1995 includes Paracelsus' historical results of operations for the fiscal year ended September 30, 1995 and Champion's historical results of operations for the year ended December 31, 1995. The Company currently intends to adopt a December 31 year end. The Summary Unaudited Pro Forma Financial and Operating Data for the six months ended March 31, 1995 and 1996 includes Paracelsus' and Champion's historical results of operations for the same six-month periods. The Summary Unaudited Pro Forma Balance Sheet Data includes the historical balance sheets of Paracelsus and Champion as of March 31, 1996. See "The Merger and Financing," "Company Unaudited Pro Forma Condensed Combining Financial Statements," "Paracelsus and Champion Unaudited Pro Forma Condensed Combining Financial Statements," "Paracelsus Unaudited Pro Forma Condensed Combining Financial Statements" and "Champion Unaudited Pro Forma Condensed Combining Statements of Income and Unaudited Historical Condensed Balance Sheet." 8 SUMMARY UNAUDITED PRO FORMA FINANCIAL AND OPERATING DATA (IN THOUSANDS, EXCEPT RATIOS AND PER SHARE AMOUNTS)
SIX MONTHS ENDED MARCH 31, FISCAL YEAR ENDED ------------------------------ SEPTEMBER 30, 1995 1995 1996 INCOME STATEMENT DATA: Total operating revenues......................................... $ 696,899 $ 347,240 $ 368,555 Costs and expenses: Salaries and benefits............................................ 288,075 148,207 155,927 Supplies....................................................... 70,828 35,785 34,717 Purchased services............................................. 85,990 39,615 47,543 Provision for bad debts........................................ 55,616 27,004 27,845 Other operating expenses....................................... 117,911 57,419 59,328 Depreciation and amortization.................................. 32,510 15,776 17,575 Interest expense (1)........................................... 37,895 19,263 19,219 Equity in earnings of DHHS (2)................................. (8,881) (2,363) (6,609) Restructuring and unusual charges (3).......................... 4,177 -- -- Settlement costs (4)........................................... -- -- 22,356 ---------- --------------- ------------- Total costs and expenses......................................... 684,121 340,706 377,901 ---------- --------------- ------------- Income (loss) before minority interests and income taxes......... 12,778 6,534 (9,346) Minority interests............................................... 1,927 1,204 1,072 ---------- --------------- ------------- Income (loss) before income taxes................................ 10,851 5,330 (10,418) Income taxes (benefit)........................................... 4,540 3,170 (3,730) ---------- --------------- ------------- Net income (loss) (5)............................................ $ 6,311 $ 2,160 $ (6,688) ---------- --------------- ------------- ---------- --------------- ------------- Earnings (loss) per share (5).................................... $ 0.11 $ 0.04 $ (0.13) ---------- --------------- ------------- ---------- --------------- ------------- Weighted average number of shares of common stock and common equivalents outstanding......................................... 55,524 55,527 52,201 ---------- --------------- ------------- ---------- --------------- ------------- OPERATING DATA: Adjusted EBITDA (6).............................................. $ 85,433 $ 40,369 $ 48,732 Adjusted EBITDA margin........................................... 12.3% 11.6% 13.2% Capital expenditures (7)......................................... $ 62,553 $ 18,170 $ 20,998 Ratio of Adjusted EBITDA to cash interest expense................ 2.3x 2.1x 2.5x Ratio of net debt to Adjusted EBITDA (8)......................... -- --
AS OF MARCH 31, 1996 BALANCE SHEET DATA (5): Cash and cash equivalents................................. $ 8,819 Working capital........................................... 109,658 Total assets.............................................. 840,621 Total debt................................................ 377,562 Shareholders' equity...................................... 269,884
- ------------------------------ (1) Includes non-cash interest expense of $ , $ and $ for the year ended September 30, 1995 and the six months ended March 31, 1995 and 1996. (2) Champion owns a 50% interest in DHHS, a partnership comprised of two acute care hospitals with a total of 341 licensed beds. Champion operates DHHS pursuant to an operating agreement and accounts for its investment in DHHS under the equity method. DHHS began operations on December 31, 1994. (3) Restructuring and unusual charges consisted of special bonuses of $4,177 (or $0.04 per share, net of taxes) paid to certain executive officers. (4) Settlement costs of $22,356 (or $0.24 per share, net of taxes) consisted of settlement payments, legal fees and the write-off of certain accounts receivable in connection with the settlement of two lawsuits. (5) Without giving effect to the Equity Offering, net income (loss) would have been $5,993, $2,160 and $7,777 for the year ended September 30, 1995 and the six months ended March 31, 1995 and 1996, respectively. For the same periods, earnings (loss) per share would have been $0.12, $0.04, and $(0.17), respectively. At March 31, 1996, pro forma total debt and shareholders' equity would have been $433,475 and $213,971, respectively. (6) Adjusted EBITDA represents income before income taxes, depreciation and amortization, interest expense, cumulative effect of accounting change, restructuring and unusual charges, settlement costs, gains (losses) from disposal of facilities and extraordinary items ("Adjusted EBITDA"). Adjusted EBITDA is included here because the Company believes that certain investors find it to be a useful tool for measuring the ability to service debt. While Adjusted EBITDA should not be construed as a substitute for operating income or a better indicator of liquidity than cash flows from operating activities, which are determined in accordance with generally accepted accounting principles, it is included here to provide additional information with respect to the ability of the Company to meet its future debt service, capital expenditures and working capital requirements. Adjusted EBITDA is not necessarily a measure of the Company's ability to fund its ongoing cash needs. 9 (7) Includes capital expenditures for special construction projects at BayCoast Medical Center and Westwood Medical Center of approximately $38,047, $9,449 and $10,496 for the fiscal year ended September 30, 1995 and the six months ended March 31, 1995 and 1996, respectively. (8) Represents pro forma total debt outstanding at March 31, 1996 of $377,562 less cash and cash equivalents of $8,819 divided by pro forma Adjusted EBITDA of $ for the twelve months ended March 31, 1996. 10 RISK FACTORS CERTAIN STATEMENTS UNDER THIS CAPTION "RISK FACTORS" CONSTITUTE "FORWARD-LOOKING STATEMENTS" UNDER THE REFORM ACT. SEE "-- FORWARD-LOOKING STATEMENTS." SIGNIFICANT LEVERAGE As of May 31, 1996, as adjusted on a pro forma basis to give effect to the Merger and the Offerings, the Company's total indebtedness, including the current portion of long-term indebtedness and capital lease obligations, would have been $445.6 million ($501.5 million without giving effect to the Equity Offering), which represents 61% of its total capitalization (69% without giving effect to the Equity Offering). See "Capitalization." In addition, upon consummation of the Credit Facility Refinancing and the Offerings, the Company expects to have approximately $296.0 million available for borrowing under the New Credit Facility. On a pro forma basis, after giving effect to the Merger and the Offerings and the application of the net proceeds therefrom, the Company's earnings would have been insufficient to cover fixed charges by approximately $9.3 million for the six months ended March 31, 1996. The pro forma earnings deficiency is primarily the result of an unusual charge recorded in March 1996 of $22.4 million related to the settlement of two lawsuits. See "Company Unaudited Pro Forma Condensed Combining Financial Statements." As adjusted on a pro forma basis to give effect to the Merger and the Offerings for the six months ended March 31, 1996, the Company's ratio of Adjusted EBITDA to fixed charges would have been 2.0:1. The Company believes that cash flows from operations will be sufficient to meet debt service requirements for interest and scheduled payments of principal under the Notes, the New Credit Facility and the Company's other indebtedness. However, there can be no assurance that the Company will be able to generate the cash flows necessary to permit the Company to meet such debt service requirements. The Company expects that the New Credit Facility will include covenants that prohibit or limit, among other things, the sale of assets, the making of acquisitions and other investments, the incurrence of additional debt and liens and the payment of dividends, and that require the Company to maintain a minimum consolidated net worth and to comply with certain financial ratio tests. See "Description of the New Credit Facility." In addition, the Indenture will include, among other things, covenants that limit, among other things, the ability of the Company and its subsidiaries to incur additional indebtedness, make prepayments of certain indebtedness, pay dividends or redeem capital stock, create certain liens, sell certain assets, engage in certain transactions with affiliates, engage in certain mergers and consolidations and enter a new line of business. See "Description of the Notes -- Certain Covenants." The Company's failure to comply with any of these covenants could result in an event of default, thereby permitting acceleration of such indebtedness as well as indebtedness under other instruments that contain cross-acceleration or cross-default provisions, including the New Credit Facility, the indenture pursuant to which the Existing Senior Subordinated Notes were issued (the "Existing Senior Subordinated Notes Indenture") and the Indenture, which in turn could have a material adverse effect on the Company's financial condition and results of operations. See "Description of the New Credit Facility." The degree to which the Company is leveraged and the covenants described above may adversely affect the Company's ability to finance its future operations and could limit its ability to pursue business opportunities that may be in the interest of the Company and its securityholders. In particular, changes in medical technology, existing, proposed and future legislation, regulations and the interpretation thereof, and the increasing importance of managed care contracts and integrated healthcare delivery systems may require significant investment in facilities, equipment, personnel or services. Although the Company expects that cash generated from operations and amounts available under the New Credit Facility will be sufficient to allow it to make such investments, there can be no assurance that the Company will be able to obtain the funds necessary to make such investments. Furthermore, tax-exempt or government-owned competitors have certain financial advantages such as endowments, charitable contributions, tax-exempt financing and exemption from sales, property and income taxes not available to the Company, providing them with a potential competitive advantage in making such investments. 11 SUBORDINATION; HOLDING COMPANY STRUCTURE The Notes will be subordinated in right of payment to all existing and future Senior Indebtedness of the Company, which on a pro forma basis after giving effect to the Merger and the Offerings would have been $120.6 million at May 31, 1996 ($176.5 million without giving effect to the Equity Offering), of which approximately $117.1 million would have been secured indebtedness ($173.0 million without giving effect to the Equity Offering). In addition, upon the consummation of the Credit Facility Refinancing and the Offerings, the Company expects to have available approximately $296.0 million of unused borrowing capacity under the New Credit Facility (before reduction for approximately $9.7 million for commitments outstanding under Letters of Credit), all of which will be permitted to be borrowed under the Indenture. All indebtedness incurred under the New Credit Facility will constitute Senior Indebtedness and will be secured. The Indenture limits the amount of indebtedness that may be incurred by the Company; however, to the extent that the Indenture permits additional indebtedness to be incurred, it does not limit the amount of such indebtedness that may be senior to the Notes. See "Description of the Notes." The Company generally may not pay the principal of, premium, if any, or interest on, the Notes or repurchase, redeem or otherwise retire any Notes if any Senior Indebtedness has not been paid when due or any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms, unless, in either case, the default has been cured or waived, any such acceleration has been rescinded or such Senior Indebtedness has been paid in full. In addition, if any other default exists with respect to certain Senior Indebtedness and certain other conditions are satisfied, the Company may not make any payment on the Notes for a designated period of time. Upon any payment or distribution of the assets of the Company upon a total or partial dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company, the holders of Senior Indebtedness will be entitled to receive payment in full before the holders of the Notes are entitled to receive any payment. See "Description of the Notes -- Subordination." Borrowings under the New Credit Facility will be secured by a first priority lien on the capital stock of most of the Company's significant subsidiaries. The Notes will be unsecured. If the Company becomes insolvent or is liquidated, or if its indebtedness is accelerated, the lenders under the New Credit Facility will be entitled to payment in full from the proceeds of their security prior to any payment to holders of the Notes. In such event, it is possible that there would be no assets remaining from which claims of the holders of Notes could be satisfied or, if any assets remain, such assets may be insufficient to satisfy fully such claims. See "Description of the New Credit Facility." The Notes will also be effectively subordinated to all existing and future liabilities of the Company's subsidiaries. As of May 31, 1996 on a pro forma basis after giving effect to the Merger and the Offerings and the application of the net proceeds therefrom, the amount of all indebtedness and other obligations of the Company's subsidiaries would have been approximately $20.5 million. Substantially all of the Company's operations are conducted, and substantially all of the Company's assets are owned, by its subsidiaries. As a consequence, the Company's ability to make required principal and interest payments with respect to the Company's indebtedness, including the Notes, depends on the earnings of its subsidiaries and its ability to receive funds from such subsidiaries through dividends or other payments. The Notes are obligations of the Company only, and the Company's subsidiaries are not obligated or required to pay any amounts due pursuant to the Notes or to make funds available therefor in the form of dividends or advances to the Company. Any right of the Company to participate in any distribution of the assets of any of the Company's subsidiaries upon the liquidation, reorganization or insolvency of such subsidiary (and the consequent right of the holders of the Notes to participate in those assets) will be subject to the claims of the creditors (including trade creditors) and preferred shareholders, if any, of such subsidiary, except to the extent the Company has a claim against such subsidiary as a creditor of such subsidiary. In addition, in the event that claims of the Company as a creditor of such subsidiary are recognized, such claims would be subordinate to any security interest in the assets of such subsidiary and any indebtedness of such subsidiary senior to 12 that held by the Company. However, the ability of the Company and its subsidiaries to incur certain obligations in the future is limited by certain of the restrictive covenants contained in the New Credit Facility and in the Indenture. See "Description of the Notes" and "Description of the New Credit Facility." COMPETITION The healthcare industry has been characterized in recent years by increased competition for patients and quality staff physicians, excess inpatient capacity at hospitals, a shift from inpatient to outpatient settings and increased consolidation. The principal factors contributing to these trends are advances in medical technology, cost-containment efforts by managed care plans, employers and traditional health insurers, changes in regulations and reimbursement policies, increases in the number and type of physicians and competing healthcare providers and changes in physician practice patterns. The Company's future success will depend, in part, on the ability of the Company's hospitals to continue to attract quality physicians, to enter into managed care contracts and to organize and structure integrated healthcare delivery systems with other healthcare providers and physician practice groups. Most of the Company's hospitals compete with other hospitals which provide comparable services. Some of these hospitals may have significantly greater financial resources than the Company and some offer a wider range of services than those offered by the Company's hospitals. Some of these hospitals are owned by governmental agencies that may be supported by Federal and/or state funding and others by tax exempt entities supported by endowments and charitable contributions, which support is not available to the Company's hospitals. The competitive position of the Company is also affected by the growth of managed care organizations, including health maintenance organizations ("HMOs"), preferred provider organizations ("PPOs") and other purchasers of group healthcare services. Such managed care organizations negotiate with hospitals and other healthcare providers to obtain discounts from established charges. The Company's ability to compete for managed care business in the future will depend, in part, on its ability to operate profitably in a capitated payment or negotiated price environment. There can be no assurance that the Company's hospitals will be able, on terms favorable to the Company, to attract quality physicians to their staffs, to enter into managed care contracts or to organize and structure integrated healthcare delivery systems, for which other healthcare companies (including those with greater financial resources or a wider range of services) may be competing. Payor organizations have changed their payment methodologies and have increased their monitoring of the utilization of services, which has resulted in, among other things, a significant shift from inpatient to outpatient care. This shift from inpatient to outpatient care, which typically results in more cost effective care, has also resulted in substantial unused inpatient hospital capacity and a concurrent increase in the utilization of outpatient services and outpatient revenues. Partially as a result of these changes in the industry, there has been significant consolidation in the hospital industry over the past decade and many hospitals have closed, merged with a competitor or reduced their services. While the Company has added to its outpatient services, there can be no assurance that such additions will adequately compensate for the shift away from inpatient services. Although the occupancy rates and facility utilization for the Company's acute care facilities have remained fairly stable over the last three fiscal years, a number of the foregoing factors could cause the Company to experience a decrease in occupancy rates or overall facility utilization. The Company cannot predict with any degree of certainty the effect such changes or reforms or further changes or reforms might have on the business of the Company, and no assurance can be given that such changes or reforms will not have a material adverse effect on the Company's financial condition or results of operations. BUSINESS EXPANSION The Company's ability to compete successfully for managed care contracts or to form or participate in integrated healthcare delivery systems may depend upon, among other things, the Company's ability to increase the number of its facilities and services offered. Part of the Company's business 13 strategy is to expand its facilities and services through the acquisition of hospitals, other healthcare businesses and ancillary healthcare providers and recruitment of additional physicians. There can be no assurance that suitable acquisitions, for which other healthcare companies (including those with greater financial resources than the Company) may be competing, can be accomplished on terms favorable to the Company or that financing, if necessary, can be obtained for such acquisitions. See "-- Significant Leverage." In addition, there can be no assurance that the Company will be able to operate profitably any hospitals, facilities, businesses or other assets it may acquire, effectively integrate the operations of such acquisitions or otherwise achieve the intended benefits of such acquisitions. LIMITS ON REIMBURSEMENT The Company's hospitals are licensed under applicable state law and certified as providers under the Federal Medicare program and state Medicaid programs, from which the Company derived approximately 45% and 13% for the fiscal year ended September 30, 1995, and the six months ended March 31, 1996, respectively, of its combined historical gross operating revenues during such periods. Such programs are highly regulated and subject to frequent and substantial changes. In recent years, basic changes in Medicare reimbursement programs have resulted, and are expected to continue to result, in reduced levels of reimbursement for a substantial portion of hospital procedures and costs. In addition, further changes are anticipated which are likely to result in further limitations on reimbursement levels. There can be no assurance that reimbursement will continue to be available for those procedures and costs of the Company currently reimbursed by Medicare and Medicaid. See "Business -- Medicare, Medicaid and Other Revenue." In addition, private payors, including managed care payors, increasingly are demanding discounted fee structures or the assumption by healthcare providers of all or a portion of the financial risk through prepaid capitation arrangements. Inpatient utilization, admissions and occupancy rates continue to be negatively affected by payor-required pre-admission authorization and utilization review and by payor pressure to maximize outpatient and alternative healthcare delivery services for less acutely ill patients. See "-- Competition." In addition, efforts to impose reduced allowances, greater discounts and more stringent cost controls by government and other payors are expected to continue. These changes could adversely affect the Company's financial condition and results of operations. In particular, as the number of patients covered by managed care payors increases, significant limits on the scope of services reimbursed and on reimbursement rates and fees could have a material adverse effect on the Company's financial condition and results of operations. EXTENSIVE REGULATION The healthcare industry is subject to extensive Federal, state and local regulation relating to licensing, conduct of operations, ownership of facilities, addition of facilities and services and prices for services. In particular, Medicare and Medicaid antifraud and abuse amendments codified under Section 1128B(b) of the Social Security Act (the "Antifraud Amendments") prohibit certain business practices and relationships that might affect the provision and cost of healthcare services reimbursable under Medicare and Medicaid. Sanctions for violating the Antifraud Amendments include criminal penalties and civil sanctions, including fines and possible exclusion from the Medicare and Medicaid programs. Pursuant to the Medicare and Medicaid Patient and Program Protection Act of 1987, the Department of Health and Human Services ("HHS") has issued regulations that describe some of the conduct and business relationships permissible under the Antifraud Amendments (the "Safe Harbors"). The fact that a given business does not fall within a Safe Harbor does not render the arrangement PER SE illegal. Business arrangements of healthcare service providers that fail to satisfy the applicable Safe Harbor criteria, however, risk increased scrutiny by enforcement authorities. The Company has joint ventures with physician investors that are subject to regulation under the Antifraud Amendments. None of such joint ventures falls within any of the Safe Harbors. Under the Company's joint venture arrangements, physician investors are not and will not be under any obligation to refer or admit their patients, including Medicare or Medicaid beneficiaries, to receive services 14 at the Company's facilities, nor are distributions to those physician investors contingent upon or calculated with reference to referrals by the investors. On the basis thereof, the Company does not believe the ownership of interests in or receipt of distributions from the Company's joint ventures would be construed to be knowing and willful payments to the physician investors to induce them to refer patients in violation of the Antifraud Amendments. There can be no assurance, however, that government officials charged with responsibility for enforcing the prohibitions of the Antifraud Amendments will not assert that one or more of the Company's joint ventures is in violation of such provisions. To date, none of the Company's current joint ventures has been reviewed by any governmental authority for compliance with the Antifraud Amendments. See "Business -- Regulation and Other Factors -- Other Federal Statutes and Regulations." In addition, Section 1877 of the Social Security Act was amended effective January 1, 1995 (such amendments being hereinafter referred to as "Stark II") to broaden significantly the scope of prohibited physician referrals under the Medicare and Medicaid programs to providers with which they have financial arrangements. Many states have adopted or are considering legislative proposals similar to Stark II, some of which extend beyond the Medicaid program to all healthcare services. The Company's participation in and development of joint ventures and other financial arrangements with physicians could be adversely affected by these amendments and similar state enactments. See "Business -- Regulation and Other Factors -- Other Federal Statutes and Regulations" and "-- State Statutes and Regulations." Certificates of need ("CONs"), which are issued by certain state governmental agencies with jurisdiction over healthcare facilities, are at times required for the construction of new facilities, the expansion of old facilities, capital expenditures exceeding a prescribed amount, changes in bed capacity or services and certain other matters. The Company operates facilities in seven states that require state approval under CON programs. No assurance can be given that the Company will be able to obtain additional CONs in any jurisdiction where such CONs are required. See "Business -- Regulation and Other Factors -- 'Certificate of Need' Requirements." The Company is unable to predict the future course of Federal, state and local regulation or legislation, including Medicare and Medicaid statutes and regulations. Changes in the regulatory framework could have a material adverse effect on the Company's financial condition and results of operations. HEALTHCARE REFORM LEGISLATION In recent years, an increasing number of legislative initiatives have been introduced or proposed in Congress and in state legislatures that would effect major changes in the healthcare system, either nationally or at the state level. Among the proposals under consideration are price controls on hospitals, insurance market reforms to increase the availability of group health insurance to small businesses, requirements that all businesses offer health insurance coverage to their employees and the creation of a government health insurance plan or plans that would cover all citizens. There continue to be efforts at the Federal level to introduce various insurance market reforms, expanded fraud and abuse and anti-referral legislation and further reductions in Medicare and Medicaid reimbursement. A broad range of both similar and more comprehensive healthcare reform initiatives is likely to be considered at the state level. In an effort to reduce the Federal budget deficit, Congress is considering reductions to Medicaid spending that could reduce payments to the Company's hospitals for services provided to Medicaid recipients, including, among others, payments to teaching hospitals and hospitals providing a disproportionate amount of care to indigent patients. A reduction in these payments could adversely affect the Company's net revenue and operating margins. It is uncertain what action Congress or state legislatures may take or if any such action would become law. The Company cannot predict whether any of the above proposals or any other proposals will be adopted, and, if adopted, no assurance can be given that the implementation of such legislation will not have a material adverse effect on the Company's financial condition or results of operations. 15 DEPENDENCE ON KEY PERSONNEL AND PHYSICIANS The Company's operations are dependent on the efforts, ability and experience of its key executive officers. In addition, the Company's continued growth depends on its ability to attract and retain skilled employees, on the ability of its officers and key employees to manage growth successfully and on the Company's ability to attract and retain quality physicians and management teams at its facilities. Further, since physicians generally control the majority of hospital admissions, the success of the Company is, in part, dependent upon the number, specialties and quality of physicians on its hospitals' medical staffs, most of whom have no long-term contractual relationship with the Company and may terminate their association with the Company's hospitals at any time. No assurance can be given that the loss of some or all of these key executive officers or an inability to attract or retain sufficient numbers of qualified physicians or hospital management teams will not have a material adverse effect on the Company's financial condition or results of operations. CONCENTRATION OF OPERATIONS Of the 31 hospital facilities to be operated by the Company after consummation of the Merger, five will be located in the Salt Lake City metropolitan area. For the six months ended March 31, 1996, excluding the effect of the Company's acquisition of assets relating to FHP Hospital, a 125-bed acute care hospital, and its surrounding campus, in Salt Lake City (the "PHC Salt Lake Hospital"), the four remaining hospitals would have accounted for approximately 24.1% of the Company's operating revenues and 18.9% of the Company's Adjusted EBITDA, in each case as adjusted to give effect to the Merger on a pro forma basis. The Company expects that the total operating revenues and Adjusted EBITDA anticipated to be received by the Company in connection with the acquisition and operation of PHC Salt Lake Hospital will further increase the contribution of the Utah operations to the Company's total operating revenues and Adjusted EBITDA. See "Business -- Recent Transactions." The Company's management believes that its strategy of acquiring hospitals in the Salt Lake City area will enhance its ability to compete for managed care contracts and organize and structure an integrated healthcare delivery system in that market, although there can be no assurance that such strategy will be successful. The Company may be particularly sensitive to economic, competitive and regulatory conditions in this metropolitan area, and the future success of the Company may be substantially affected by its ability to compete effectively in this market. In addition, while the Company has eight hospitals in the Los Angeles metropolitan area, a competitive and overbedded environment, such hospitals will account for only approximately 21.6% of the Company's operating revenues and 11.5% of the Company's Adjusted EBITDA for the six months ended March 31, 1996, in each case as adjusted to give effect to the Merger on a pro forma basis. PROFESSIONAL LIABILITY INSURANCE As is typical in the healthcare industry, the Company is subject to claims and legal actions by patients and others in the ordinary course of business. In the past, the Company established self-insurance programs and related trust funds for the settlement of claims not covered by third-party insurance. In October 1992, the Company established an insurance subsidiary to insure the Company and its other subsidiaries against liability for future general liability and malpractice claims. Such subsidiary insures the Company's hospitals for the first $500,000 per occurrence of general and professional liability risks occurring after October 1, 1987 and the first $250,000 per occurrence of workers' compensation liability risks occurring after October 1, 1992. Although management expects that the Company's self-insurance and related-party insurance, together with its third-party insurance coverage, will be adequate to provide for liability claims, there can be no assurance that such insurance will prove to be adequate. POSSIBLE INABILITY TO REPURCHASE NOTES UPON A CHANGE OF CONTROL In the event of a Change of Control, the Company will be required to offer to purchase the Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the purchase date. In addition, in the event of a "Change of Control" (as defined in the Existing Senior Subordinated Notes Indenture), the Company is required to offer to purchase all of the Existing Senior Subordinated Notes at 101% of the principal amount thereof, plus accrued and unpaid interest 16 to the purchase date. Not all events that result in a Change of Control with respect to the Existing Senior Subordinated Notes will result in a Change of Control with respect to the Notes. The terms of the New Credit Facility will prohibit the Company from repurchasing Notes upon the occurrence of a Change of Control. Accordingly, the Company may not be able to satisfy its obligations to repurchase the Notes unless the Company is able to refinance or obtain waivers with respect to the New Credit Facility and certain other indebtedness. There can be no assurance that the Company will have the financial resources necessary to purchase all of the Notes and the Existing Senior Subordinated Notes tendered by the holders thereof in the event of a Change of Control, particularly if such Change of Control requires the Company to refinance, or results in the acceleration of, the New Credit Facility or any other indebtedness. See "Description of the Notes." LACK OF PUBLIC MARKET The Notes are a new issue of securities with no established trading markets. The Underwriters have advised the Company that each of them currently intends to make a market in the Notes as permitted by applicable laws and regulations. However, the Underwriters are under no obligation to do so and may discontinue any market making activities at any time at the sole discretion of each Underwriter. There can be no assurance as to the liquidity of any market that may develop for the Notes, the ability of holders to sell their Notes or the price at which holders would be able to sell their Notes. If a trading market does not develop or is not maintained, holders of the Notes may experience difficulty in reselling them or may be unable to sell them at all. If a trading market for the Notes develops, the Notes may trade at a discount from their principal amount. Future trading prices of the Notes will depend on many factors, including prevailing interest rates, the Company's operating results, factors relating to the healthcare market generally and the market for similar securities. The Company does not intend to apply for listing of the Notes on any securities exchange. FORWARD-LOOKING STATEMENTS Certain statements contained in this Prospectus, 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 Reform Act. 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, government regulations; legislative proposals for healthcare reform; the ability to enter into managed care provider arrangements on acceptable terms; changes in Medicare and Medicaid reimbursement levels; liability and other claims asserted against the Company; competition; the loss of any significant customers; changes in business strategy or development plans; the ability to attract and retain qualified personnel, including physicians; the significant indebtedness of the Company after the Merger; the availability and terms of capital to fund the expansion of the Company's business, including the acquisition of additional facilities; and other factors referenced in this Prospectus. Certain of these factors are discussed in more detail elsewhere in this Prospectus, including without limitation under the captions "Prospectus Summary," "Risk Factors," "Paracelsus Management's Discussion and Analysis of Financial Condition and Results of Operations," "Champion Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business." 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 result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments. 17 THE MERGER AND FINANCING THE MERGER; PARACELSUS STOCK SPLIT On April 12, 1996, Paracelsus, PC Merger Sub, Inc., a Delaware corporation and a newly formed wholly owned subsidiary of Paracelsus, and Champion entered into the Merger Agreement pursuant to which Champion will become a wholly owned subsidiary of Paracelsus. Prior to the Effective Time, each of the 450 issued and outstanding shares of Paracelsus Common Stock will be split into, and each share will become and thereafter represent, 66,159.426 shares of Paracelsus Common Stock (the "Paracelsus Stock Split"). At the Effective Time, as a result of the Merger, (i) each share of Champion common stock (the "Champion Common Stock") will automatically be converted into the right to receive one share of Paracelsus Common Stock and (ii) each share of Champion preferred stock (the "Champion Preferred Stock" and, together with the Champion Common Stock, the "Champion Capital Stock") will automatically be converted into the right to receive two shares of Paracelsus Common Stock. Approval of the Merger requires (i) the affirmative vote of the holders of a majority of the total voting power represented by the outstanding shares of Champion Capital Stock, voting together as a single class, (ii) the affirmative vote of the holders of at least 90% of the outstanding shares of Champion Series C Preferred Stock, voting as a separate class and (iii) the affirmative vote of the holders of at least 90% of the outstanding shares of Champion Series D Preferred Stock, voting together as a separate class. The holders of 92.5% of the outstanding shares of Champion Series C Preferred Stock and all of the outstanding shares of Champion Series D Preferred Stock, which in the aggregate represent approximately 26% of the total voting power of the outstanding shares of Champion Capital Stock, have entered into an agreement with Champion to vote all shares of Champion Preferred Stock beneficially owned by them in favor of the Merger. PARACELSUS DIVIDEND PRIOR TO EFFECTIVE TIME Prior to the Effective Time, Paracelsus will declare a dividend (the "Dividend") in the amount of $21.1 million, plus $3,574 for each day from and including July 31, 1996 to the date the Dividend is paid payable to Park Hospital GmbH, a German corporation wholly owned by Dr. Manfred George Krukemeyer, the Chairman of the Board and principal shareholder of the Company (the "Paracelsus Shareholder"), to be paid on a date not later than 60 days after the Effective Time. Pursuant to the dividend and note agreement between the Paracelsus Shareholder and Paracelsus (the "Dividend and Note Agreement") to be entered into immediately prior to the Effective Time, the Paracelsus Shareholder will agree to purchase promptly after receipt of the Dividend a 6.51% subordinated note due 2006 of Paracelsus (the "Shareholder Subordinated Note") for $7.2 million. The Shareholder Subordinated Note will have a term of ten years, will bear interest at the rate of 6.51% per year and will provide for payments of principal and accrued interest in an aggregate annual amount of $1.0 million. The Shareholder Subordinated Note will be generally subordinated in right of payment to: (i) all "senior indebtedness" as defined in the Existing Senior Subordinated Notes Indenture (including without limitation the New Credit Facility); (ii) the Existing Senior Subordinated Notes; (iii) the Notes and any other indebtedness ranking PARI PASSU with the Notes and/or refinancing indebtedness; and (iv) any other indebtedness for borrowed money with an initial principal amount in excess of $50.0 million that is designated by the Company as ranking senior to the Shareholder Subordinated Note. 18 FINANCING PLAN The following sets forth as of May 31, 1996 the pro forma sources and uses of funds raised in the Offerings, assuming (i) $250,000,000 aggregate principal amount of Notes are sold by the Company in the Notes Offering and (ii) 5,200,000 newly-issued shares of Paracelsus Common Stock are offered and sold by the Company in the Equity Offering at a public offering price of $11.50 per share.
(IN THOUSANDS) SOURCES OF FUNDS Notes Offering...................................................................................... $ 250,000 Equity Offering..................................................................................... 59,800 ------------ Total....................................................................................... $ 309,800 ------------ ------------ USE OF FUNDS Champion Credit Facility (as defined below)......................................................... $ 54,200 Existing Paracelsus Credit Facility/New Credit Facility............................................. 131,449 Champion Series D Notes (as defined below).......................................................... 59,258 Champion Series E Notes (as defined below).......................................................... 35,000 Certain other Champion indebtedness................................................................. 10,701 Prepayment premiums on Champion Notes and other Champion indebtedness............................... 6,555 Estimated fees and expenses (1)..................................................................... 12,637 ------------ Total....................................................................................... $ 309,800 ------------ ------------
- ------------------------ (1) Includes underwriting discounts and commissions and estimated legal and accounting expenses in connection with the Offerings. USE OF PROCEEDS The Company intends that a portion of the estimated aggregate net proceeds to the Company of $241.3 from the Notes Offering and $55.9 million from the Equity Offering, in each case after deducting estimated expenses and underwriting discounts and commissions, will be loaned or contributed to Champion to be used to prepay the following Champion indebtedness as of May 31, 1996: (i) $59.3 million outstanding principal amount of Champion's 11% Series D Subordinated Notes due December 31, 2003 (the "Champion Series D Notes"), plus prepayment premiums equal to 6% of the face value of such notes; (ii) $35.0 million outstanding principal amount of Champion's 11% Series E Senior Subordinated Notes due December 31, 2003 (which currently bears interest at the rate of 11.5% per annum) (the "Champion Series E Notes" and, together with the Champion Series D Notes, the "Champion Notes"), plus prepayment premiums equal to 6% of the face value of such notes; (iii) $54.2 million outstanding under Champion's existing credit facility (the "Champion Credit Facility") (which currently bears interest at the weighted average rate of 8.6% per annum and matures on March 31, 1999); and (iv) $10.7 million principal amount of certain other outstanding Champion indebtedness (which currently bears interest at the rate of 13.05% per annum and matures on November 1, 2008), plus aggregate prepayment penalties equal to approximately $900,000. The estimated remaining net proceeds of $131.4 million will be used to reduce outstanding indebtedness under the Existing Paracelsus Credit Facility or the New Credit Facility, as applicable. Consummation of the Notes Offering is not contingent upon the Equity Offering, and there can be no assurance as to whether or when the Equity Offering will be consummated. In the event that the Equity Offering is not consummated, the net proceeds of the Notes Offering will be sufficient to refinance the Champion indebtedness described above, but the Company will have less borrowing capacity available under the Existing Paracelsus Credit Facility or New Credit Facility, as applicable. 19 CAPITALIZATION The following table sets forth the cash and cash equivalents, short-term debt and capitalization of the Company at March 31, 1996 (i) as adjusted to give effect to the Merger and (ii) as further adjusted to give effect to the Offerings and the application of the net proceeds therefrom, in each case as if such transactions had occurred on March 31, 1996. See "Use of Proceeds." No assurance can be given that the Equity Offering will be consummated. See "The Merger and Financing."
ADJUSTED FOR MERGER ADJUSTED AND THE FOR MERGER OFFERINGS (1) (DOLLARS IN THOUSANDS) Cash and cash equivalents.......................................................... $ 8,819 $ 8,819 ------------- ------------- ------------- ------------- Short-term debt (including current maturities of long-term debt)................... $ 3,292 $ 2,464 ------------- ------------- ------------- ------------- Long-term debt and capital lease obligations (net of current maturities): Existing Paracelsus Credit Facility(2)........................................... $ 137,109 $ 22,582 Champion Credit Facility(3)...................................................... 66,200 -- Mortgages payable, notes and capitalized leases.................................. 37,596 27,516 Existing Senior Subordinated Notes............................................... 75,000 75,000 Notes offered hereby............................................................. -- 250,000 Champion Series D Notes(4)....................................................... 63,705 -- Champion Series E Notes(5)....................................................... 34,371 -- ------------- ------------- Total long-term debt........................................................... 413,981 375,098 ------------- ------------- Shareholders' equity: Preferred Stock, $0.01 par value (6)............................................. -- -- Common stock, no stated value (7)................................................ 163,841 219,754 Common stock subscribed (80,000 shares).......................................... 40 40 Common stock subscription receivable............................................. (40) (40) Additional paid-in capital....................................................... 390 390 Unrealized gains on marketable securities........................................ 42 42 Retained earnings................................................................ 54,095 49,698 ------------- ------------- Total shareholders' equity..................................................... 218,368 269,884 ------------- ------------- Total capitalization......................................................... $ 632,349 $ 644,982 ------------- ------------- ------------- -------------
- -------------------------- (1) If the Equity Offering were not consummated, amounts outstanding under the Existing Paracelsus Credit Facility would be $78,495, total long-term debt would be $431,011, common stock would be $163,841 and total shareholders' equity would be $213,971. (2) Does not reflect an aggregate of approximately $86,750 of additional borrowings by the Company since March 31, 1996 under the Existing Paracelsus Credit Facility that were incurred in connection with funding a portion of the $22,400 in settlement costs and the acquisition of the PHC Salt Lake Hospital assets for $70,000 in cash, which additional borrowings will be refinanced as part of the Credit Facility Refinancing. See "Paracelsus Management's Discussion and Analysis of Financial Condition and Results of Operations -- Results of Operations" and "Business -- Recent Transactions." (3) Does not reflect net payments of approximately $12,000 made through May 31, 1996. (4) Does not reflect an approximate $4,900 reduction in borrowings as a result of certain warrant holders tendering notes to exercise their rights under warrant agreements. (5) Net of discount of approximately $629. (6) As adjusted for the Merger, 25,000,000 shares authorized, and shares designated as "Participating Preferred Stock." (7) As adjusted for the Merger, 150,000,000 shares authorized and 49,447,167 shares issued; and as further adjusted for the Equity Offering, 150,000,000 shares authorized and 54,647,167 shares issued. 20 COMPANY UNAUDITED PRO FORMA CONDENSED COMBINING FINANCIAL STATEMENTS The Company Unaudited Pro Forma Condensed Combining Financial Statements set forth below have been derived from the Paracelsus and Champion Unaudited Pro Forma Condensed Combining Financial Statements included elsewhere in this Prospectus. The Company Unaudited Pro Forma Condensed Combining Financial Statements reflect the effect of the consummation of each of the Offerings, in each case as if such transactions had occurred at the beginning of each period presented for purposes of the pro forma income statements and operating data and on March 31, 1996 for purposes of the pro forma balance sheet data. The Company Unaudited Pro Forma Condensed Combining Financial Statements also give effect to the Merger and certain acquisitions and dispositions by each of Paracelsus and Champion completed since the beginning of each of the periods presented. The Company Unaudited Pro Forma Condensed Combining Financial Statements set forth below and the Paracelsus and Champion Unaudited Pro Forma Condensed Combining Financial Statements, the Paracelsus Unaudited Pro Forma Condensed Combining Financial Statements and the Champion Unaudited Pro Forma Condensed Combining Statements of Income included elsewhere herein do not purport to present the financial position or results of operations of Paracelsus and Champion had the transactions and events assumed therein occurred on the dates specified, nor are they necessarily indicative of the results of operations that may be expected in the future. The Company Unaudited Pro Forma Condensed Combining Financial Statements set forth below are qualified in their entirety by reference to, and should be read in conjunction with, the Paracelsus and Champion Unaudited Pro Forma Condensed Combining Financial Statements, the Paracelsus Unaudited Pro Forma Condensed Combining Financial Statements and the Champion Unaudited Pro Forma Condensed Combining Statements of Income and Unaudited Historical Condensed Balance Sheet included elsewhere in this Prospectus. See "Risk Factors -- Significant Leverage," "The Merger and Financing," "Paracelsus Management's Discussion and Analysis of Financial Condition and Results of Operations," "Champion Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business -- Recent Transactions," "Paracelsus Unaudited Pro Forma Condensed Combining Financial Statements" and "Champion Unaudited Pro Forma Condensed Combining Statements of Income and Unaudited Historical Condensed Balance Sheet." 21 COMPANY UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENT OF INCOME FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1995 (IN THOUSANDS, EXCEPT RATIO AND PER SHARE DATA)
PRO FORMA PRO FORMA FOR THE FOR THE PRO FORMA ADJUSTMENTS MERGER ADJUSTMENTS MERGER FOR THE FOR THE NOTES AND THE NOTES FOR THE EQUITY AND THE MERGER OFFERING OFFERING OFFERING OFFERINGS Total operating revenues....................... $ 696,899 $ 696,899 $ 696,899 Costs and expenses: Salaries and benefits........................ 288,075 288,075 288,075 Supplies..................................... 70,828 70,828 70,828 Purchased services........................... 85,990 85,990 85,990 Provision for bad debts...................... 55,616 55,616 55,616 Other operating expenses..................... 117,911 117,911 117,911 Depreciation and amortization................ 31,635 $ 875(1) 32,510 32,510 Interest..................................... 36,803 1,631(2) 38,434 $ (539)(5) 37,895 Equity in earnings of DHHS................... (8,881) (8,881) (8,881) Restructuring and unusual charges............ 4,177 4,177 4,177 ----------- ------------- ------------- ------ ------------- Total costs and expenses....................... 682,154 2,506 684,660 (539) 684,121 ----------- ------------- ------------- ------ ------------- Income (loss) before minority interests and income taxes.................................. 14,745 (2,506) 12,239 539 12,778 Minority interests............................. 1,927 1,927 1,927 ----------- ------------- ------------- ------ ------------- Income (loss) before income taxes.............. 12,818 (2,506) 10,312 539 10,851 Income taxes (benefit)......................... 5,346 (1,027)(3) 4,319 221(3) 4,540 ----------- ------------- ------------- ------ ------------- Net income (loss).............................. $ 7,472 $ (1,479) $ 5,993 $ 318 $ 6,311 ----------- ------------- ------------- ------ ------------- ----------- ------------- ------------- ------ ------------- Income (loss) per share........................ $ 0.15 $ 0.12 $ 0.11 ----------- ------------- ------------- ----------- ------------- ------------- Weighted average number of common and common equivalent shares outstanding................. 50,324 50,324 5,200(5) 55,524 ----------- ------------- ------ ------------- ----------- ------------- ------ ------------- Ratio of earnings to fixed charges (4)......... 1.3x 1.3x 1.3x ----------- ------------- ------------- ----------- ------------- -------------
See notes to Company unaudited pro forma condensed combining financial statements. 22 COMPANY UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENT OF INCOME FOR THE SIX MONTHS ENDED MARCH 31, 1995 (IN THOUSANDS, EXCEPT RATIO AND PER SHARE DATA)
PRO FORMA PRO FORMA FOR THE FOR THE PRO FORMA ADJUSTMENTS MERGER ADJUSTMENTS MERGER FOR THE FOR THE NOTES AND THE NOTES FOR THE EQUITY AND THE MERGER OFFERING OFFERING OFFERING OFFERINGS Total operating revenues....................... $ 347,240 $ 347,240 $ 347,240 Costs and expenses: Salaries and benefits........................ 148,207 148,207 148,207 Supplies..................................... 35,785 35,785 35,785 Purchased services........................... 39,615 39,615 39,615 Provision for bad debts...................... 27,004 27,004 27,004 Other operating expenses..................... 57,419 57,419 57,419 Depreciation and amortization................ 15,338 $ 438(1) 15,776 15,776 Interest..................................... 17,099 2,164(2) 19,263 19,263 Equity in earnings of DHHS................... (2,363) (2,363) (2,363) ----------- ------------- ------------- ------------- Total costs and expenses....................... 338,104 2,602 340,706 340,706 ----------- ------------- ------------- ------------- Income before minority interests and income taxes.............................. 9,136 (2,602) 6,534 6,534 Minority interests............................. 1,204 1,204 1,204 ----------- ------------- ------------- ------------- Income before income taxes..................... 7,932 (2,602) 5,330 5,330 Income taxes................................... 4,237 (1,067)(3) 3,170 3,170 ----------- ------------- ------------- ------------- Net income..................................... $ 3,695 $ (1,535) $ 2,160 $ 2,160 ----------- ------------- ------------- ------------- ----------- ------------- ------------- ------------- Income per share............................... $ 0.07 $ 0.04 $ 0.04 ----------- ------------- ------------- ----------- ------------- ------------- Weighted average number of common and common equivalent shares outstanding................. 50,327 50,327 5,200(5) 55,527 ----------- ------------- ------ ------------- ----------- ------------- ------ ------------- Ratio of earnings to fixed charges (4)......... 1.4x 1.3x 1.3x ----------- ------------- ------------- ----------- ------------- -------------
See notes to Company unaudited pro forma condensed combining financial statements. 23 COMPANY UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENT OF INCOME FOR THE SIX MONTHS ENDED MARCH 31, 1996 (IN THOUSANDS, EXCEPT RATIO AND PER SHARE DATA)
PRO FORMA PRO FORMA FOR THE ADJUSTMENTS FOR THE PRO FORMA ADJUSTMENTS MERGER FOR THE MERGER FOR THE FOR THE NOTES AND THE NOTES EQUITY AND THE MERGER OFFERING OFFERING OFFERING OFFERINGS Total operating revenues............................. $ 368,555 $ 368,555 $ 368,555 Costs and expenses: Salaries and benefits.............................. 155,927 155,927 155,927 Supplies........................................... 34,717 34,717 34,717 Purchased services................................. 47,543 47,543 47,543 Provision for bad debts............................ 27,845 27,845 27,845 Other operating expenses........................... 59,328 59,328 59,328 Depreciation and amortization...................... 17,137 $ 438(1) 17,575 17,575 Interest........................................... 19,686 1,378(2) 21,064 $ (1,845)(5) 19,219 Equity in earnings of DHHS......................... (6,609) (6,609) (6,609) Settlement costs................................... 22,356 22,356 22,356 ----------- ------------- ------------- ------------- ------------- Total costs and expenses............................. 377,930 1,816 379,746 (1,845) 377,901 ----------- ------------- ------------- ------------- ------------- Income before minority interests and income taxes.................................... (9,375) (1,816) (11,191) 1,845 (9,346) Minority interests................................... 1,072 1,072 1,072 ----------- ------------- ------------- ------------- ------------- Income before income taxes........................... (10,447) (1,816) (12,263) 1,845 (10,418) Income taxes......................................... (3,741) (745)(3) (4,486) 756(3) (3,730) ----------- ------------- ------------- ------------- ------------- Net income........................................... $ (6,706) $ (1,071) $ (7,777) $ 1,089 $ (6,688) ----------- ------------- ------------- ------------- ------------- ----------- ------------- ------------- ------------- ------------- Loss per share....................................... $ (0.14) $ (0.17) $ (0.13) ----------- ------------- ------------- ----------- ------------- ------------- Weighted average number of common and common equivalent shares outstanding....................... 47,001 47,001 5,200(5) 52,201 ----------- ------------- ------------- ------------- ----------- ------------- ------------- ------------- Ratio of earnings to fixed charges (4)............... -- -- -- ----------- ------------- ------------- ----------- ------------- -------------
See notes to Company unaudited pro forma condensed combining financial statements. 24 COMPANY UNAUDITED PRO FORMA CONDENSED COMBINING BALANCE SHEET MARCH 31, 1996 (IN THOUSANDS) ASSETS
PRO FORMA PRO FORMA PRO FORMA ADJUSTMENTS FOR THE MERGER ADJUSTMENTS FOR THE MERGER FOR THE FOR THE NOTES AND THE NOTES FOR THE EQUITY AND THE MERGER OFFERING OFFERING OFFERING OFFERINGS Current assets: Cash and cash equivalents................... $ 8,819 $ 250,000(6) $ 8,819 $ 55,913(5) $ 8,819 (250,000)(6) (55,913)(5) Marketable securities....................... 10,051 10,051 10,051 Accounts receivable, less provision for bad debts...................................... 136,422 136,422 136,422 Supplies.................................... 13,524 13,524 13,524 Deferred income taxes....................... 47,630 3,055(7) 50,685 50,685 Other current assets........................ 7,687 7,687 7,687 ----------- ----------------- -------------- -------------- -------------- Total current assets...................... 224,133 3,055 227,188 -- 227,188 Property and equipment, net of accumulated depreciation................................. 400,828 400,828 400,828 Investment in DHHS............................ 52,118 52,118 52,118 Other assets.................................. 151,737 8,750(1) 160,487 160,487 ----------- ----------------- -------------- -------------- -------------- Total assets.............................. $ 828,816 $ 11,805 $ 840,621 $ -- $ 840,621 ----------- ----------------- -------------- -------------- -------------- ----------- ----------------- -------------- -------------- -------------- LIABILITIES AND SHAREHOLDERS' EQUITY PRO FORMA PRO FORMA PRO FORMA ADJUSTMENTS FOR THE MERGER ADJUSTMENTS FOR THE MERGER FOR THE FOR THE NOTES AND THE NOTES FOR THE EQUITY AND THE MERGER OFFERING OFFERING OFFERING OFFERINGS Current liabilities: Accounts payable and other current liabilities................................ $ 115,066 $ 115,066 $ 115,066 Current maturities of long-term debt........ 3,292 $ (828)(6) 2,464 2,464 ----------- ----------------- -------------- -------------- Total current liabilities................. 118,358 (828) 117,530 117,530 Long-term debt and capital lease obligations.................................. 413,981 17,030(6) 431,011 $ (55,913)(5) 375,098 Deferred income taxes......................... 47,590 47,590 47,590 Other long-term liabilities................... 30,519 30,519 30,519 Shareholders' equity.......................... 218,368 (4,397)(7) 213,971 55,913(5) 269,884 ----------- ----------------- -------------- -------------- -------------- Total liabilities and shareholders' equity................................... $ 828,816 $ 11,805 $ 840,621 $ -- $ 840,621 ----------- ----------------- -------------- -------------- -------------- ----------- ----------------- -------------- -------------- --------------
See notes to Company unaudited pro forma condensed combining financial statements. 25 NOTES TO COMPANY UNAUDITED PRO FORMA CONDENSED COMBINING FINANCIAL STATEMENTS (1) To record the pro forma increase in amortization of deferred financing costs as a result of the $250,000,000 Notes Offering. The Notes are assumed to have a term of ten years, with deferred financing costs equal to approximately 3.5% of the principal amount, or $8,750,000. Deferred financing costs are assumed capitalized in long-term assets and amortized over the term of the Notes. See "Risk Factors -- Significant Leverage" and "The Merger and Financing." (2) To record a pro forma increase in interest expense in connection with the Notes Offering. The Unaudited Pro Forma Condensed Combining Statements of Income assume that the Notes have an annual interest rate of 10% and that net proceeds from the Notes Offering are used to pay the following: (i) the Champion Notes, including prepayment premiums equal to approximately 6% of the face value of the Champion Notes; (ii) amounts outstanding under the Champion Credit Facility; (iii) the pro forma increases in the Champion Credit Facility as reflected in Champion Unaudited Pro Forma Condensed Combining Statements of Income included elsewhere within; (iv) amounts outstanding under certain other Champion indebtedness; and (v) to the extent funds are available, actual and pro forma amounts outstanding under the Existing Paracelsus Credit Facility as reflected in the Paracelsus Unaudited Pro Forma Condensed Combining Statements of Income and the Paracelsus and Champion Unaudited Pro Forma Condensed Combining Statements of Income included elsewhere within (items (i) through (v), the "Old Debt Amounts"). The Old Debt Amounts averaged approximately $248,074,000 for the year ended September 30, 1995, and approximately $229,428,000 and $303,144,000 for the six months ended March 31, 1995 and 1996, respectively. If the assumed interest rates increased by 0.25%, interest expense would increase by $625,000 for the year ended September 30, 1995 and $312,500 for the six months ended March 31, 1995 and 1996. (3) To reflect the pro forma provision for income taxes at the effective rate (41%). (4) For purposes of computing the ratio of earnings to fixed charges, earnings include income before fixed charges, provision for Federal and state income taxes and minority interests. Fixed charges consist of interest expense, including amortization of financing costs and the interest component of capitalized leases and that portion of operating lease expense which the Company believes is representative of the interest component of rental expense. For the six months ended March 31, 1996, after giving effect to the Merger, the Notes Offering and the Equity Offering, combined pro forma earnings were inadequate to cover fixed charges by $9,375,000, $11,191,000 and $9,343,000, respectively. (5) Assumes the consummation of the Equity Offering and the application of the estimated net proceeds of $55,913,000 therefrom to reduce outstanding indebtedness under the Existing Paracelsus Credit Facility or the New Credit Facility, as applicable. On a pro forma basis, after application of estimated net proceeds of $241,250,000 from the issuance of the Notes, amounts outstanding under the Existing Paracelsus Credit Facility averaged approximately $6,824,000 and $61,894,000 for the year ended September 30, 1995 and the six months ended March 31, 1996, respectively. No amounts were assumed outstanding for the six months ended March 31, 1995 on a pro forma basis. 26 NOTES TO COMPANY UNAUDITED PRO FORMA CONDENSED COMBINING FINANCIAL STATEMENTS (CONTINUED) (6) To reflect the pro forma sources and uses of cash in connection with the Notes Offering as of March 31, 1996, summarized as follows (in thousands):
PRO FORMA PRO FORMA ADJUSTMENT ADJUSTMENT TO CASH TO DEBT (IN THOUSANDS) Notes offered hereby................................................ $ 250,000 $ 250,000 ----------- ----------- ----------- ----------- Uses: Existing Paracelsus Credit Facility, including pro forma amounts.......................................................... $ 58,614 $ 58,614 Champion Credit Facility.......................................... 66,200 66,200 Champion Series D Notes........................................... 63,705 63,705 Champion Series E Notes........................................... 35,000 35,000 Certain other Champion indebtedness............................... 10,908 10,908 Financing cost -- Notes........................................... 8,750 Prepayment penalties on Champion Notes and other Champion indebtedness..................................................... 6,823 Less discount on Champion Notes................................... (629) ----------- ----------- Pro forma adjustment -- total uses............................ $ 250,000 $ 233,798 ----------- ----------- ----------- -----------
PRO FORMA ADJUSTMENT TO DEBT Components of net pro forma adjustment to debt: Total long-term................................................................ $ 17,030 Less current................................................................... (828) ----------- Net pro forma adjustment to long-term debt................................. $ 16,202 ----------- -----------
(7) To record the effect on shareholders' equity of the loss on the early retirement of debt and the related deferred tax assets at the effective rate (41%) resulting from the following Notes Offering-related events (in thousands): Prepayment penalties on Champion Notes and other Champion debt.... $ 6,823 Unamortized discount on Champion Notes............................ 629 --------- 7,452 Income tax benefit at the effective rate of 41%................... 41% --------- Pro forma adjustment to current deferred tax assets............. $ 3,055 --------- --------- Total Notes Offering-related charges (see above).................. $ 7,452 Less deferred tax benefit......................................... (3,055) --------- Pro forma adjustment to shareholders' equity.................... $ 4,397 --------- ---------
The Unaudited Pro Forma Condensed Combining Statements of Income for the fiscal year ended September 30, 1995 and the six months ended March 31, 1995 and 1996 exclude the effects of the following charges resulting from the Notes Offering (in thousands): Total charges excluded from the Unaudited Pro Forma Condensed Combining Statements of Income (see Note 7)....................... $ 7,452 Income tax benefit at the effective rate of 41%.................... (3,055) --------- Net reduction to income (loss) applicable to common stock.......... $ 4,397 --------- ---------
27 NOTES TO COMPANY UNAUDITED PRO FORMA CONDENSED COMBINING FINANCIAL STATEMENTS (CONTINUED) Income (loss) per share would have been the following if the impact of such charges were reflected on the Unaudited Pro Forma Condensed Combining Statements of Income:
SIX MONTHS ENDED MARCH 31, FISCAL YEAR ENDED -------------------- SEPTEMBER 30, 1995 1995 1996 ------------------- --------- --------- Income (loss) per share............................... $ 0.03 $ (0.05) $ (0.26) ----- --------- --------- ----- --------- ---------
28 PARACELSUS SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA The following tables set forth selected historical financial data and other operating information for Paracelsus for each of the fiscal years in the five-year period ended September 30, 1995 and for the six months ended March 31, 1995 and 1996. The selected historical financial data for the five-year period ended September 30, 1995 has been derived from the consolidated financial statements of Paracelsus and from the underlying accounting records of Paracelsus. The selected historical financial information for the six months ended March 31, 1995 and 1996 has been derived from the unaudited condensed consolidated financial statements of Paracelsus and reflects all adjustments (consisting of normal recurring adjustments) that, in the opinion of the management of Paracelsus, are necessary for a fair presentation of such information. Operating results for the six months ended March 31, 1996 are not necessarily indicative of the results that may be expected for fiscal 1996. All information set forth below should be read in conjunction with "Paracelsus Management's Discussion and Analysis of Financial Condition and Results of Operations" and with the consolidated financial statements and related notes of Paracelsus included elsewhere in this Prospectus.
SIX MONTHS FISCAL YEARS ENDED SEPTEMBER 30, ENDED MARCH 31, ----------------------------------------------------- -------------------- 1991 1992 1993 1994 1995 1995 1996 (IN THOUSANDS, EXCEPT RATIOS) INCOME STATEMENT DATA: Total operating revenues (1)..................... $ 366,959 $ 411,211 $ 435,102 $ 507,864 $ 509,729 $ 252,356 $ 260,590 Costs and expenses: Salaries and benefits.......................... 150,053 163,970 174,849 209,772 209,672 108,575 113,162 Supplies....................................... 26,229 31,110 34,245 42,890 40,780 21,432 19,363 Purchased services............................. 43,657 50,801 48,951 55,078 58,113 28,118 34,174 Provision for bad debts........................ 19,493 25,784 26,629 33,110 39,277 19,283 20,191 Other operating expenses....................... 83,088 95,438 100,287 114,096 99,777 46,730 46,906 Depreciation and amortization.................. 11,808 12,833 14,587 16,565 17,276 8,734 7,972 Interest....................................... 12,043 10,496 10,213 12,966 15,746 7,652 7,685 Restructuring and unusual charges (2).......... -- -- -- -- 5,150 -- -- Settlement costs (3)........................... -- -- -- -- -- -- 22,356 --------- --------- --------- --------- --------- --------- --------- Total costs and expenses......................... 346,371 390,432 409,761 484,477 485,791 240,524 271,809 --------- --------- --------- --------- --------- --------- --------- Income (loss) before minority interests, income taxes, cumulative effect of accounting change and extraordinary loss.......................... 20,588 20,779 25,341 23,387 23,938 11,832 (11,219) Minority interests (4)........................... (2,697) (3,393) (2,683) (2,517) (1,927) (1,204) (1,072) --------- --------- --------- --------- --------- --------- --------- Income (loss) before income taxes, cumulative effect of accounting change and extraordinary loss............................................ 17,891 17,386 22,658 20,870 22,011 10,628 (12,291) Income taxes (benefit)........................... 7,337 7,128 10,196 8,567 9,024 4,357 (5,040) --------- --------- --------- --------- --------- --------- --------- Income (loss) before cumulative effect of accounting change and extraordinary loss........ 10,554 10,258 12,462 12,303 12,987 6,271 (7,251) Cumulative effect of accounting change (5)....... 4,377 -- -- -- -- -- -- Extraordinary loss (6)........................... -- -- -- (497) -- -- -- --------- --------- --------- --------- --------- --------- --------- Net income (loss)................................ $ 14,931 $ 10,258 $ 12,462 $ 11,806 $ 12,987 $ 6,271 $ (7,251) --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Ratio of earnings to fixed charges (7)........... 2.4x 2.5x 2.8x 2.2x 2.1x 2.1x -- OPERATING DATA: Adjusted EBITDA (8).............................. $ 41,205 $ 42,025 $ 47,458 $ 50,401 $ 51,157 $ 27,014 $ 25,722 Adjusted EBITDA margin........................... 11.2% 10.2% 10.9% 9.9% 10.2% 10.7% 9.9% Capital expenditures............................. $ 12,398 $ 15,695 $ 14,676 $ 14,342 $ 15,835 $ 5,322 $ 7,123
AS OF SEPTEMBER 30, AS OF MARCH 31, ----------------------------------------------------- -------------------- 1991 1992 1993 1994 1995 1995 1996 (IN THOUSANDS) BALANCE SHEET DATA: Cash and cash equivalents.................. $ 2,972 $ 773 $ 1,204 $ 1,452 $ 2,949 $ 2,107 $ 3,149 Working capital............................ 30,040 67,381 41,355 62,860 60,381 67,649 73,415 Total assets............................... 267,785 288,924 296,097 330,001 344,632 342,113 368,216 Total debt................................. 122,306 120,004 104,548 117,718 121,728 125,940 144,661 Shareholder's equity....................... 68,039 77,466 88,714 97,515 104,949 102,149 96,365
29 (1) Total operating revenues were comprised of patient revenue (net of contractual adjustments) and other revenue, including gains (losses) from disposal of facilities of $537, $(1,310) and $9,026 for the fiscal years ended September 30, 1991, 1992 and 1995, respectively. (2) Restructuring and unusual charges consisted of (i) a $973 charge for employee severance benefits and contract termination costs related to the closure of Bellwood Health Center psychiatric facility and (ii) special bonuses of $4,177 paid to certain executive officers for services provided. (3) Settlement costs consisted of settlement payments, legal fees and the write-off of certain accounts receivable in connection with the settlement of two lawsuits. (4) Represents the participation of physicians or physician groups in the profits of Paracelsus' majority-owned joint venture arrangements. (5) Paracelsus adopted the liability method of accounting for income taxes in its financial statements for the fiscal year ended September 30, 1991. The cumulative effect of adopting the liability method for periods prior to October 1, 1991 resulted in a benefit of $4,377. (6) Represents an extraordinary loss of $497 (net of income tax benefit) as a result of the early extinguishment of debt. (7) For purposes of computing the ratio of earnings to fixed charges, earnings include income before fixed charges, provision for Federal and state income taxes, minority interests, extraordinary loss and cumulative effect of accounting change. Fixed charges consist of interest expense, including amortization of financing costs and the interest component of capitalized leases and that portion of operating lease expense which Paracelsus management believes is representative of the interest component of rental expense. Earnings were inadequate to cover fixed charges by $11,219 for the six months ended March 31, 1996. (8) Adjusted EBITDA represents income before income taxes, depreciation and amortization, interest expense, cumulative effect of accounting change, restructuring and unusual charges, settlement costs, gains (losses) from disposal of facilities and extraordinary items. Adjusted EBITDA is included here because Paracelsus believes that certain investors find it to be a useful tool for measuring the ability to service debt. While Adjusted EBITDA should not be construed as a substitute for operating income or a better indicator of liquidity than cash flows from operating activities, which are determined in accordance with generally accepted accounting principles, it is included here to provide additional information with respect to the ability of Paracelsus to meet its future debt service, capital expenditures and working capital requirements. Adjusted EBITDA is not necessarily a measure of Paracelsus' ability to fund its ongoing cash needs. See the consolidated statements of cash flows and the related notes of Paracelsus included elsewhere in this Prospectus. 30 PARACELSUS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CERTAIN STATEMENTS UNDER THIS CAPTION "PARACELSUS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" CONSTITUTE "FORWARD-LOOKING STATEMENTS" UNDER THE REFORM ACT. SEE "RISK FACTORS -- FORWARD-LOOKING STATEMENTS." The following should be read in conjunction with the Consolidated Financial Statements of Paracelsus and the related notes thereto included elsewhere in this Prospectus. RESULTS OF OPERATIONS SIX MONTHS ENDED MARCH 31, 1996 COMPARED TO SIX MONTHS ENDED MARCH 31, 1995 The results of operations discussed below compare the operating results for the six months ended March 31, 1996 to the operating results for the six months ended March 31, 1995. Paracelsus closed Bellwood Health Center on April 24, 1995 (the "Closed Facility"). All Paracelsus healthcare facilities outside California are referred to as the "Eastern Region Facilities." Operating revenues increased 3.3% to $260,590,000 for the six months ended March 31, 1996 from $252,356,000 for the comparable period in the prior year. After excluding operating revenues of the Closed Facility, operating revenues on a same-hospital basis increased $ 13,574,000, or 5.5%. This increase was principally due to an increase of $7,856,000 in the home health agency operating revenues generated by the Eastern Region Facilities, resulting from an increase of 125,953, or 52.2%, in home health agency visits. The remaining increase in operating revenues is attributed to the increase in outpatient visits, principally in the Eastern Region Facilities. Salaries and benefits increased 4.2% to $113,162,000 for the six months ended March 31, 1996 from $108,575,000 for the comparable period in the prior year. After excluding salaries and benefits of the Closed Facility, salaries and benefits increased $6,289,000, or 5.9%, offset by decreased salaries and benefits relating to the subcontracting of pharmacy purchases and management activities described below. This increase was principally due to an 11.1% increase in the employee workforce at the Eastern Region Facilities to service the expansion of the home health agency programs. In addition, the employee workforce was increased at the Eastern Region Facilities to service the increased volume of the outpatient services. As a percentage of operating revenues, salaries and benefits increased to 43.4% for the six months ended March 31, 1996 from 43.0% for the comparable period in the prior year. Supplies decreased 9.7% to $19,363,000 for the six months ended March 31, 1996 from $21,432,000 for the comparable period in the prior year. The decrease was principally due to a reduction in pharmacy supplies expense for the six months ended March 31, 1996 of $2,835,000 as a result of the subcontracting in June 1995 of Paracelsus' pharmacy purchases and management activities to a pharmacy management company. Paracelsus also reduced its non-pharmacy supplies expense due to improved purchasing terms and price reductions received under its group purchasing contract. As a percentage of operating revenues, supplies decreased to 7.4% for the six months ended March 31, 1996 from 8.5% for the comparable period in the prior year. Purchased services increased 21.5% to $34,174,000 for the six months ended March 31, 1996 from $28,118,000 for the comparable period in the prior year due to the pharmacy management company contract, which increased purchased services by $3,665,000, and an increase in the home health agency programs' purchased services of $927,000 in the Eastern Region Facilities. As a percentage of operating revenues, purchased services increased to 13.1% for the six months ended March 31, 1996 from 11.1% for the comparable period in the prior year. Provision for bad debts increased 4.7% to $20,191,000 for the six months ended March 31, 1996 from $19,283,000 for the comparable period in the prior year, due primarily to an increase in provision 31 for bad debts at two of the psychiatric facilities as a result of reductions in payments received for psychiatric services. As a percentage of operating revenues, provision for bad debts increased to 7.7% for the six months ended March 31, 1996 from 7.6% for the comparable period in the prior year. During March 1996, Paracelsus recognized a charge for the settlement of two lawsuits totaling $22,356,000. The charge included the payment of legal fees associated with the lawsuits, the settlement payments and the write-off of certain psychiatric accounts receivable. FISCAL YEAR 1995 COMPARED TO FISCAL YEAR 1994 The results of operations discussed below compare the operating results for the fiscal year ended September 30, 1995 to the operating results for the fiscal year ended September 30, 1994. Paracelsus sold Womans Hospital on September 30, 1995 and Advanced Healthcare Diagnostics Services, a mobile diagnostics business, in August 1995 (collectively, the "Sold Facilities"), and acquired Jackson County Hospital on September 5, 1995 and Keith Medical Group on August 1, 1995 (collectively referred to as the "Acquired Facilities"). Operating revenues increased to $509,729,000 in 1995 from $507,864,000 in 1994, an increase of $1,865,000, or 0.4%. Included in the $509,729,000 operating revenues in 1995 is a net gain from the sale of the Sold Facilities of $9,026,000. After excluding the operating revenues of the Acquired Facilities, the Closed Facility and the Sold Facilities, and the net gain from the sale of the Sold Facilities, operating revenues on a same-hospital basis increased to $478,659,000 in 1995 from $471,808,000 in 1994, an increase of $6,851,000 or 1.5%. This increase in operating revenues was caused by growth in same-hospital outpatient volume. On a same-hospital basis, outpatient visits increased by 7.6% in 1995, while inpatient admissions decreased by 1.0% in 1995. The significant increase in outpatient visits in 1995 was primarily a result of Paracelsus' expansion into the home health services business, especially in its Eastern Region Facilities, and also the further introduction of additional outpatient services at several of Paracelsus' facilities. The decrease in admissions was primarily a result of the effect of managed care contracts and the shifting of inpatient care to outpatient services, especially at the California hospitals, where admissions, on a same-hospital basis, decreased by 4.9%. Total costs and expenses as a percentage of operating revenues, after excluding the net gain from the sale of the Sold Facilities from operating revenues, increased to 97.0% in 1995 from 95.4% in 1994. The primary reasons for this increase were the effect of the 1995 restructuring and an unusual charge of $5,150,000, which included severance benefits and contract termination costs of $973,000 for the closure of the Closed Facility and certain executives' special bonuses of $4,177,000 for services provided to Paracelsus. The closure costs and special bonuses increased operating costs and expenses as a percentage of operating revenues by 1.0%. Other operating expenses as a percentage of operating revenues decreased to 19.9% in 1995 from 22.5% in 1994. This reduction is mainly a result of lower medical malpractice liability costs and reductions in non-medical supplies, property insurance, rental/lease expense and consulting expenses. Purchased services increased to $58,113,000 in 1995 from $55,078,000 in 1994, an increase of $3,035,000, or 5.5%, and as a percentage of operating revenues, after excluding the net gain from the sale of the Sold Facilities, increased to 11.6% in 1995 from 10.9% in 1994. Of the $3,035,000 increase, $2,349,000, or 77.4%, was caused by increases in purchased medical services mainly resulting from the increase in outpatient volume. The provision for bad debts increased to $39,277,000 in 1995 from $33,110,000 in 1994, an increase of $6,167,000, or 18.6%, and increased as a percentage of operating revenues, after excluding the net gain from the sale of the Sold Facilities, to 7.8% in 1995 from 6.5% in 1994. Of the $6,167,000 increase in 1995, $5,037,000, or 81.7%, was attributed to the three psychiatric facilities. The increase in the provision for bad debts at the three psychiatric facilities is attributed to the reductions in payments received for psychiatric services. 32 The decrease in supplies is mainly a result of Paracelsus' emphasis on reducing inventory levels, more favorable terms resulting from Paracelsus' group purchasing contract and price reductions negotiated directly with vendors. Salaries and benefits decreased to $209,672,000 in 1995 from $209,772,000 in 1994, a decrease of $100,000. As a percentage of operating revenues, after excluding the net gain from the sale of the Sold Facilities, salaries and benefits increased to 41.9% in 1995 from 41.3% in 1994. This increase was mainly a result of annual merit pay increases, offset in part by reductions in staffing at several of the facilities. Depreciation and amortization increased to $17,276,000 in 1995 from $16,565,000 in 1994, an increase of $711,000, or 4.3%. This increase is mainly the result of capital expenditures made during 1995. Interest expense increased to $15,746,000 in 1995 from $12,966,000 in 1994, an increase of $2,780,000, or 21.4%. This increase was mainly caused by an increase in Paracelsus' average outstanding borrowings under the Existing Credit Facility and an increase in interest rates on the Existing Credit Facility and the commercial paper program. Minority interests decreased to $1,927,000 in 1995 from $2,517,000 in 1994, a decrease of $590,000, or 23.4%. This decrease was caused mainly by a decrease in the volume of business at two of Paracelsus' podiatry joint ventures, one of which was terminated during 1995, and an obesity surgery joint venture that was also terminated during 1995. FISCAL YEAR 1994 COMPARED TO FISCAL YEAR 1993 The results of operations discussed below compare the operating results for the fiscal year ended September 30, 1994 to the operating results for the fiscal year ended September 30, 1993. Paracelsus acquired Desert Palms Community Hospital on August 31, 1993, Halstead Hospital on June 30, 1993 and Elmwood Medical Center on March 1, 1993 (collectively referred to as the "1993 Acquisitions"). Operating revenues increased to $507,864,000 in 1994 from $435,102,000 in 1993, an increase of $72,762,000 or 16.7%. Of this increase, $57,694,000 or 79.3% was attributable to the 1993 Acquisitions for which there was a full twelve months of operations in 1994. Excluding the 1993 Acquisitions, operating revenues on a same-hospital basis increased $15,068,000 or 3.7%. This increase in operating revenues was due primarily to an increase in gross outpatient revenues to $209,849,000 in 1994 from $187,646,000 in 1993, an increase of $22,203,000, or 11.8%. The growth in outpatient services continues to result in part from the introduction of additional outpatient services at several of Paracelsus' facilities. Paracelsus' management believes the decline in inpatient occupancy rates to 42.6% in 1994 from 42.9% in 1993 resulted primarily from increased efforts by payors to reduce inpatient hospitalization, and to shift medical services to lower cost outpatient settings whenever possible. However, the reduction in occupancy rates between 1994 and 1993 is not as significant as was experienced between 1993 and 1992. Total costs and expenses as a percentage of operating revenues increased to 95.4% in 1994 from 94.2% in 1993. Through a continued effort to reduce other operating expenses, Paracelsus made reductions during 1994 in its insurance costs, including malpractice and workers' compensation. As a percentage of operating revenues, other operating expenses decreased to 22.5% in 1994 from 23.1% in 1993. Purchased services increased to $55,078,000 in 1994 from $48,951,000 in 1993, an increase of $6,127,000, or 12.5%. However, as a percentage of operating revenues, purchased services decreased to 10.9% in 1994 from 11.3% in 1993. The provision for bad debts increased to $33,110,000 in 1994 from $26,629,000 in 1993, an increase of $6,481,000, or 24.3%. After excluding the 1993 Acquisitions, the provision for bad debts increased by $2,574,000, or 10.1%. The increase was due primarily to higher provisions for bad debts at the three psychiatric facilities. As a percentage of operating revenues, the provision for bad debts increased to 6.5% in 1994 from 6.1% in 1993. Salaries and benefits increased to $209,772,000 in 1994 from $174,849,000 in 1993, an increase of $34,923,000, or 20.0%. Salaries and benefits as a percentage of operating revenues increased to 41.3% in 1994 from 40.2% in 1993. This increase was due primarily to additional staffing requirements at 33 certain existing facilities and increases in Paracelsus' self-insured health insurance program. Effective October 1, 1994, Paracelsus replaced the self-insurance program at its California facilities, where health insurance costs are the highest, with an outside HMO/PPO program. Depreciation and amortization increased to $16,565,000 in 1994 from $14,587,000 in 1993, an increase of $1,978,000, or 13.6%. This increase is due primarily to having a full year of depreciation in 1994 for the 1993 Acquisitions and capital expenditures Paracelsus made in 1994. Interest expense increased to $12,966,000 in 1994 from $10,213,000 in 1993, an increase of $2,753,000, or 27.0%. This increase was attributable to interest on the Existing Subordinated Notes issued in October 1993, and increases in interest rates applicable to Paracelsus' borrowings under its Existing Paracelsus Credit Facility and the commercial paper program. LIQUIDITY AND CAPITAL RESOURCES Paracelsus' working capital as of March 31, 1996 was $73,415,000, an increase of $13,034,000 from September 30, 1995. The increase in working capital is primarily attributable to decreases in current maturities of long-term debt obligations and capital lease obligations, and an increase in accounts receivable. The increase in accounts receivable is attributable mainly to an increase in psychiatric and home healthcare services, which take longer to collect than Paracelsus' acute care receivables. The decrease in current maturities of long-term debt and capital lease obligations is attributable to the refinancing of mortgage debt on one of Paracelsus' partnerships. Other significant changes in working capital included an increase in deferred tax assets and accrued expenses related to the settlement of two lawsuits. On December 8, 1995, Paracelsus entered into the Existing Paracelsus Credit Facility, which provides up to $230,000,000 of revolving credit. The Existing Paracelsus Credit Facility has been used to finance future acquisitions, refinance the existing credit facility borrowings and for general corporate purposes, including working capital and capital expenditures. Borrowings under the Existing Paracelsus Credit Facility were increased from $27,500,000 at September 30, 1995 to $51,000,000 at March 31, 1996. The additional borrowings were used to refinance mortgage debt on one of Paracelsus' partnerships, finance acquisitions of property and equipment and for working capital purposes. Paracelsus anticipates that existing capital resources and internally generated cash flows will be sufficient to fund capital expenditures, debt service and working capital requirements. The accounts receivable financing program (the "Accounts Receivable Program") implemented in 1993 provides Paracelsus with up to $65,000,000 in accounts receivable financing. Pursuant to the Accounts Receivable Program, Paracelsus' hospitals sell accounts receivable that meet certain requirements specified under the Accounts Receivable Program ("Eligible Receivables") to a special purpose subsidiary of Paracelsus, which in turn resells the Eligible Receivables to an unaffiliated trust (the "Trust") at a discount to reflect reserves for uncollectible receivables and interest expense. A special purpose subsidiary of a major lending institution provides the Trust with up to $65,000,000 in commercial paper financing to purchase the Eligible Receivables, secured by an interest in certain of the Eligible Receivables held by the Trust. Interest expense related to commercial paper and investment participations issued under the Accounts Receivable Program is passed through to Paracelsus and included as interest expense on Paracelsus' consolidated financial statements. At March 31, 1996, the maximum financing of $65,000,000 available under the program was outstanding. RECENT PRONOUNCEMENTS In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 121 ("SFAS 121"), "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscontinued cash flows estimated to be generated by those assets are less than the assets' carrying amount. SFAS 121 also addresses the accounting for long-lived assets that are expected to be disposed of. Paracelsus will adopt SFAS 121 on October 1, 1996, and, based on current circumstances, does not believe the effect of the adoption will be material. 34 IMPACT OF INFLATION AND CHANGING PRICES A significant portion of Paracelsus' operating expenses are subject to inflationary increases, the impact of which Paracelsus has historically been able to substantially offset through price increases, by expanding services and by increasing operating efficiencies. However, price increases alone have not kept up with increases in costs. To the extent that inflation occurs in the future, Paracelsus may not be able to pass on the increased costs associated with providing health care services to patients with government or managed care payors unless such payors correspondingly increase reimbursement rates. EFFECT OF PROPOSED LEGISLATION Federal and state legislators continue to consider legislation that could significantly impact Medicare, Medicaid and other government funding of health care costs. Initiatives currently before Congress, if enacted, would significantly reduce payments under various government programs, including, among others, payments to teaching hospitals and hospitals providing a disproportionate amount of care to indigent patients. A reduction in these payments would adversely affect net revenue and operating margins at certain of Paracelsus' hospitals. Paracelsus is unable to predict what legislation, if any, will be enacted at the Federal and state level in the future or what effect such legislation might have on Paracelsus' financial position, results of operations or liquidity. 35 CHAMPION SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA The following tables set forth selected historical financial data and other operating information for Champion for each of the fiscal years in the five-year period ended December 31, 1995 and for the three months ended March 31, 1995 and 1996. The selected historical financial data for the five-year period ended December 31, 1995 has been derived from the underlying accounting records of Champion. The selected historical financial information for the three months ended March 31, 1995 and 1996 has been derived from the unaudited condensed consolidated financial statements of Champion and reflects all adjustments (consisting of normal recurring adjustments) that, in the opinion of the management of Champion, are necessary for a fair presentation of such information. Operating results for the three months ended March 31, 1996 are not necessarily indicative of the results that may be expected for 1996. All information set forth below should be read in conjunction with "Champion Management's Discussion and Analysis of Financial Condition and Results of Operations" and with the consolidated financial statements and related notes of Champion included elsewhere in this Prospectus. Certain amounts derived from the consolidated statements of operations have been reclassified to conform with the presentation below.
THREE MONTHS YEARS ENDED DECEMBER 31, ENDED MARCH 31, ---------------------------------------------------------- ---------------- 1991 1992 1993 1994 1995 1995 1996 (IN THOUSANDS) STATEMENT OF OPERATIONS DATA: Net revenue (1)................................. $24,307 $45,073 $ 89,832 $104,193 $167,520 $28,727 $50,681 Expenses: Salaries and benefits......................... 9,875 19,642 36,698 41,042 72,188 12,762 22,006 Supplies...................................... 2,884 6,022 11,641 12,744 21,113 3,237 6,368 Purchased services............................ 3,092 5,671 9,606 15,190 23,595 3,897 6,534 Provision for bad debts....................... 2,489 3,520 5,669 7,812 12,016 2,073 3,670 Other operating expenses...................... 3,687 7,682 14,427 14,277 20,999 3,779 6,330 Depreciation and amortization................. 725 1,361 3,524 4,010 9,290 1,532 3,016 Interest...................................... 723 1,404 2,725 6,375 13,618 2,630 4,587 Equity in earnings of DHHS.................... -- -- -- -- (8,881) (1,478) (3,973) Restructuring and unusual charges............. -- 1,300(2) 15,456(3) 300(4) -- -- -- ------- ---------- ----------- ----------- -------- ------- ------- Total expenses.................................. 23,475 46,602 99,746 101,750 163,938 28,432 48,538 ------- ---------- ----------- ----------- -------- ------- ------- Income (loss) before income taxes............... 832 (1,529) (9,914) 2,443 3,582 295 2,143 Income tax expense.............................. 326 63 1,009 200 150 118 750 ------- ---------- ----------- ----------- -------- ------- ------- Income (loss) before extraordinary items........ 506 (1,592) (10,923) 2,243 3,432 177 1,393 Extraordinary items (5)......................... 200 -- (1,230) -- (1,118) -- -- ------- ---------- ----------- ----------- -------- ------- ------- Net income (loss)............................... $ 706 $(1,592) $(12,153) $ 2,243 $ 2,314 $ 177 $ 1,393 ------- ---------- ----------- ----------- -------- ------- ------- ------- ---------- ----------- ----------- -------- ------- ------- Income (loss) applicable to common stock........ $ 343 $(2,451) $(13,805) $ (2,467) $ (9,017) $(1,312) $ 1,344 ------- ---------- ----------- ----------- -------- ------- ------- ------- ---------- ----------- ----------- -------- ------- ------- OPERATING DATA: Adjusted EBITDA (6)............................. $ 2,280 $ 2,536 $ 11,791 $ 13,128 $ 26,490 $ 4,457 $ 9,746 Adjusted EBITDA margin.......................... 9.4% 5.6% 13.1% 12.6% 15.8% 15.5% 19.2% Capital expenditures............................ $ 1,422 $ 1,637 $ 4,726 $ 12,561 $ 42,822 $ 7,060 $ 2,697
AS OF DECEMBER 31, AS OF MARCH 31, ------------------------------------------------------- -------------------- 1991 1992 1993 1994 1995 1995 1996 (IN THOUSANDS) BALANCE SHEET DATA: Cash and cash equivalents............. $ 919 $ 6,204 $ 66,686 $ 48,424 $ 7,583 $ 32,908 $ 5,670 Working capital....................... 1,665 9,420 69,138 51,275 9,841 40,772 15,750 Total assets.......................... 15,444 57,574 118,947 216,553 291,260 212,839 308,022 Total debt............................ 7,431 26,246 62,084 107,751 167,228 108,807 184,046 Redeemable preferred stock............ 3,726 21,746 56,861 76,294 46,029(7) 77,918 46,078 Stockholders' equity (deficit)........ 293 (2,352) (16,157) (2,167) 31,869(7) (3,450) 33,798
- ------------------------------ (1) Net revenue was comprised of patient revenue (net of contractual adjustments) and other revenue. (2) In 1992, Champion expensed approximately $1,300 in fees and other costs related to its unsuccessful attempt to acquire twelve hospitals from Humana, Inc. 36 (3) On September 1, 1992, Champion acquired Gulf Coast Hospital ("GCH"), a competing hospital located approximately three miles from Champion's Baytown, Texas facility. Subsequent to the purchase, Champion consolidated the operations of GCH onto the campus of its existing Baytown hospital and, in June 1994, sold the former GCH property with restrictions limiting its use to non-competitive activities without Champion's permission. As a result of the consolidation, Champion incurred a charge of approximately $15,456 against earnings in 1993. (4) In 1994, Champion incurred approximately $300 in fees and other costs related to its efforts to acquire Methodist Medical Center ("MMC") in Jacksonville, Florida. On March 6, 1995, Champion notified MMC's management that it would cease all actions related to this transaction; accordingly, such amounts were expensed in the fourth quarter of 1994. (5) Champion recognized extraordinary losses of $1,230 and $1,118 in 1993 and 1995, respectively, on early extinguishment of debt. The extraordinary loss for 1993 was net of a tax benefit of $634, and no tax benefit was allocated to the extraordinary loss in 1995. The extraordinary gain in 1991 relates to the utilization of net income tax benefits arising from the carryforward of operating loss. (6) Adjusted EBITDA represents income before income taxes, depreciation and amortization, interest expense, cumulative effect of accounting change, restructuring and unusual charges, settlement costs, gains (losses) from disposal of facilities and extraordinary items. Adjusted EBITDA is included here because Champion believes that certain investors find it to be a useful tool for measuring a company's ability to service debt. While Adjusted EBITDA should not be construed as a substitute for operating income or a better indicator of liquidity than cash flows from operating activities, which are determined in accordance with generally accepted accounting principles, it is included here to provide additional information with respect to the ability of Champion to meet its future debt service, capital expenditures and working capital requirements. Adjusted EBITDA is not necessarily a measure of Champion's ability to fund its ongoing cash needs. See the consolidated statements of cash flows and the related notes of Champion included elsewhere in this Prospectus. (7) Effective December 31, 1995, Champion entered into a recapitalization agreement which provided for the conversion of certain redeemable preferred stock to Champion Common Stock and eliminated the accrual of future dividends on its remaining Champion Preferred Stock. See "Champion Management's Discussion and Analysis of Financial Condition and Results of Operations." 37 CHAMPION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CERTAIN STATEMENTS UNDER THIS CAPTION "CHAMPION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" CONSTITUTE "FORWARD-LOOKING STATEMENTS" UNDER THE REFORM ACT. SEE "RISK FACTORS -- FORWARD-LOOKING STATEMENTS." The following should be read in conjunction with the Consolidated Financial Statements of Champion and the related notes thereto included elsewhere in this Prospectus. IMPACT OF ACQUISITIONS Champion was formed to acquire and operate acute care and specialty hospitals. At March 31, 1996, Champion owned seven hospitals and a 50% interest in DHHS, a partnership that is operated by Champion and that owns and operates two acute care hospitals with a total of 341 beds in North Dakota under the name "Dakota Heartland Health System." Because of the financial impact of Champion's recent acquisitions and the formation of DHHS, it is difficult to make meaningful comparisons between Champion's financial statements for the fiscal periods presented. Furthermore, each additional hospital acquisition can have a significant impact on Champion's overall financial performance. After acquiring a hospital, Champion attempts to implement various operating efficiencies and cost-cutting strategies, including staffing adjustments. Champion may also incur significant additional costs to expand the hospital's services and improve its market position. Champion can give no assurance that these investments and other activities will result in increases in net revenue or reductions in costs at the acquired facility. Consequently, an acquired hospital may adversely affect Champion's operating results in the near-term. Champion believes this effect will be mitigated as more hospitals are acquired. RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 1996 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1995 Champion had net revenue of $50,681,000 for the quarter ended March 31, 1996, compared to $28,727,000 for same period in 1995, an increase of $21,954,000, or 76.4%. The increase was due primarily to Champion's acquisition of the 200-bed Salt Lake Regional Medical Center ("SLRMC") in April 1995, the acquisition of home healthcare operations in June 1995 and in January 1996, and the commencement of operations at the 101-bed Westwood Medical Center ("WMC") in October 1995. WMC replaced the 60-bed Physicians and Surgeons Hospital located in Midland, Texas ("P&S"), which Champion had acquired in 1993. Champion's operations are labor intensive with salaries and benefits comprising the single largest item in operating expenses. Salaries and benefits increased 72.4% to $22,006,000 for the quarter ended March 31, 1996, compared to $12,762,000 in 1995, primarily as a result of Champion's acquisition of SLRMC and the acquisition of home health care operations. As a percentage of net revenue, salaries and benefits were 43.4% and 44.4% for the quarters ended March 31, 1996 and 1995, respectively. The decline in salaries and benefits as a percentage of net revenue reflects Champion's ongoing efforts to implement various operating efficiencies and cost-cutting measures at its hospitals. The major components of other operating and administrative expenses were professional fees, taxes (other than income), insurance, utilities and other services. In absolute terms, other operating and administrative expenses increased by 76.2% to $19,232,000 for the quarter ended March 31, 1996, compared to $10,913,000 in 1995, due to Champion's acquisition of SLRMC and the start-up of WMC. However, overall other operating and administrative expenses were substantially unchanged at 37.9% and 38.0% of net revenue for the quarters ended March 31, 1996 and 1995, respectively. Provision for bad debts was $3,670,000 for the quarter ended March 31, 1996, or 7.4% of net patient service revenue, compared to $2,073,000, or 7.5%, for the same period in 1995. 38 Interest expense increased to $4,587,000 in the first quarter of 1996, compared to $2,630,000 for the comparable period in 1995, due principally to (i) the increase in amounts outstanding under the Champion Credit Facility as a result of its acquisition of SLRMC and Jordan Valley and (ii) the issuance of the Champion Series E Notes on June 12, 1995. The increase in interest expense was offset, in part, by a decline in the interest rate applicable to the Champion Credit Facility (a weighted average of approximately 8.71% and 9.12% for the quarters ended March 31, 1996 and 1995, respectively). Depreciation and amortization expense was $3,016,000 in 1996, compared to $1,532,000 in 1995, an increase of $1,484,000, or 96.9%. This increase is due primarily to Champion's acquisition of SLRMC and the completion of construction at WMC as well as Champion's ongoing capital improvement programs at its existing hospitals. Income before income taxes for the quarter ended March 31, 1996 includes approximately $3,973,000 attributable to Champions's equity in the earnings of DHHS, compared to approximately $1,478,000 for the same period a year earlier, or an increase of 168.8%. The increase was due to (i) a $1,535,000, or 5.9%, increase in DHHS net revenue for the quarter ended March 31, 1996, compared to the same period a year earlier, primarily as a result of an expanded and improved service mix, and (ii) a $3,175,000, or 14.1%, decrease in current period operating expenses, compared to the prior period. The reduction in operating expenses is due primarily to the elimination of duplicative services and overhead costs and reflects Champion's ongoing efforts to integrate the operations of the two hospitals that comprise DHHS. Champion reported net income of $1,393,000 for the quarter ended March 31, 1996, compared to net income of $177,000 for the first quarter of 1995. For the quarter ended March 31, 1996, after deducting approximately $49,000 for accretion of preferred stock issuance costs, Champion reported primary income per share of $0.10, compared to a loss per share of $0.31 for the quarter ended March 31, 1995. The loss for 1995 included a deduction of approximately $1,489,000 for non-cash preferred stock dividend requirements and accretion of issuance costs. On a fully diluted basis, Champion reported net income per share of $0.08 for the quarter ended March 31, 1996. Fully diluted income per share was not presented for the quarter ended March 31, 1995 due to the anti-dilutive effect of such calculation. On a pro forma basis assuming the recapitalization had occurred on January 1, 1995 both primary and fully diluted earnings per share would have been $0.02 per share for the quarter ended March 31, 1995. 1995 COMPARED TO 1994 Champion's net revenue was $167,520,000 for the year ended December 31, 1995, compared to $104,193,000 for 1994, an increase of $63,327,000, or 60.8%. The increase was due primarily to hospital acquisitions in the fourth quarter of 1994 and the second quarter of 1995 (collectively, the "Champion Acquisitions"), and was offset, in part, by the contribution of Heartland Medical Center ("Heartland") to DHHS. Net revenue for 1994 included approximately $40,061,000 attributable to Heartland. The occupancy rate of Champion's consolidated hospitals was substantially unchanged at 38% in 1995 and 1994, due primarily to the acquisition of two psychiatric hospitals in the fourth quarter of 1994. In general, psychiatric hospitals derive a greater percentage of their revenue from inpatient services than do acute care hospitals. The occupancy rate at Champion's general acute care hospitals declined to 33% in 1995 compared to 35% in 1994, due primarily to Champion's contribution of Heartland to DHHS effective December 31, 1994, and due to an industry-wide trend of decreased inpatient utilization at acute care hospitals. Champion expects this trend to continue as Medicare, Medicaid, HMOs, PPOs and other third-party payors continue to exert pressure on health care providers to reduce hospital stays and to provide services, when appropriate, on a less expensive outpatient basis. Heartland had an occupancy rate of 41% in 1994. 39 Gross outpatient revenue increased 45.8% from $63,387,000 in 1994 to $92,392,000 in 1995. Outpatient revenue as a percentage of gross patient service revenue declined from 38.1% in 1994 to 33.9% in 1995, due to Champion's acquisition of two psychiatric hospitals in the fourth quarter of 1994. Excluding these two facilities, outpatient revenue comprised 39.5% of gross patient revenue in 1995. Gross patient revenue attributable to Medicare increased to 42% in 1995, compared to 39% in 1994, due to the inclusion of certain of Champion's acquisitions for the full twelve-month period ended December 31, 1995. These facilities generally derived a greater portion of their gross patient revenue from the Medicare program than did the hospitals owned and consolidated by Champion for the twelve months ended December 31, 1994. Gross revenue attributable to Medicaid increased to 19% in 1995 compared to 18% in 1994, due primarily to Champion's acquisition of two psychiatric hospitals in the fourth quarter of 1994. Approximately 50% of gross patient revenue at these facilities is attributable to the Medicaid program. Net patient service revenue is presented in the Consolidated Statement of Operations net of the provision for contractual allowances. Such provision was 40% in 1995 and 1994. The provision for contractual allowances as a percentage of gross patient service revenue is likely to increase in the future (i) as rate increases at Champion's hospitals exceed increases, if any, in fixed reimbursement rates, (ii) from increased discounts on standard rates due to pressure from third-party payors, such as HMOs, PPOs and private insurance companies and (iii) from increased inpatient utilization by Medicare and Medicaid patients. Payments received under these programs are generally less than established billing rates. The trend toward managed care may affect hospitals' ability to maintain their current rate of net revenue growth and operating margins. Net revenue for 1995 and 1994 included approximately $744,000 and $2,196,000, respectively, in interest income earned on cash balances during the year. Champion's operations are labor-intensive with salaries and benefits comprising the single largest item in operating expenses. Salaries and benefits increased 75.9% to $72,188,000 in 1995, compared to $41,042,000 in 1994, as a result primarily of the Champion Acquisitions. As a percentage of net revenue, salary and benefits increased to 43.1% in 1995, compared to 39.4% in 1994. This trend is a result of Champion's strategy of acquiring underperforming hospitals that often incur labor and other operating costs in excess of what Champion believes is necessary for the efficient operation of a facility. Champion attempts to reduce these costs over time by implementing various operating efficiencies and cost-cutting strategies. However, Champion can give no assurance that its efforts will ultimately result in significant cost reductions at these facilities. The major components of other operating expenses were professional fees, taxes (other than income), insurance, utilities and other services. In absolute terms, other operating and supplies expense increased by 54.6% to $65,707,000 in 1995, compared to $42,511,000 in 1994, as a result of the Champion Acquisitions. However, overall other operating and supplies expense declined to 39.2% of net revenue in 1995, compared to 40.8% in 1994. Provision for bad debts was $12,016,000 in 1995, or 7.3% of net patient service revenue, compared to $7,812,000, or 7.8%, in 1994. The prior year included approximately $700,000 in charges due to problems resulting from the installation of an information management system at one facility. Excluding this charge, provision for bad debts was approximately 7.1% of net patient service revenue in 1994. Interest expense increased from $6,375,000 in 1994 to $13,618,000 in 1995, due principally to (i) the increase in amounts outstanding under the Champion Credit Facility as a result of its acquisition of SLRMC and funding of ongoing construction projects; (ii) the issuance of the Champion Series D Notes on December 30, 1994 and the Champion Series E Notes on June 12, 1995 and (iii) debt assumed and/or issued in connection with Champion's acquisition of AmeriHealth, Inc. ("AmeriHealth") on December 6, 1994, through a merger (the "AmeriHealth Merger") and the acquisition of Psychiatric Healthcare Corporation ("PHC") in the fourth quarter of 1994. See "-- Liquidity and 40 Capital Resources." Interest expense also increased due to an increase in the interest rate applicable to its senior bank credit facility (a weighted average of approximately 9.3% and 7.7% for the years ended December 31, 1995 and 1994, respectively). Depreciation and amortization expense was $9,290,000 in 1995, compared to $4,010,000 in 1994, an increase of $5,280,000, or 131.7%. This increase is due primarily to the Champion Acquisitions, the completion of a hospital and medical office building in Midland, Texas and an ambulatory care center in Baytown, Texas, as well as Champion's ongoing capital improvement programs at its existing hospitals. Champion capitalized approximately $1,462,000 and $294,000 in interest costs associated with the construction of a hospital and other medical-related facilities at December 31, 1995 and 1994, respectively. With the completion of the hospital and medical office building in Midland, Texas and the ambulatory care center in Baytown, Texas, Champion expects capitalized interest to be minimal in 1996. Operating income for 1995 included approximately $8,881,000 attributable to Champion's equity in the earnings of DHHS. Champion contributed Heartland to DHHS effective December 31, 1994 and accounts for its investment in DHHS under the equity method. Previously, Champion had consolidated Heartland for financial reporting purposes. Operating income for 1994 included approximately $6,201,000 attributable to Heartland. Champion reported net income of $2,314,000 for the year ended December 31, 1995, compared to net income of $2,243,000 for the comparable period in 1994. On a per share basis, after deducting non-cash preferred stock dividend requirements and other adjustments of $11,331,000 and $4,710,000 in 1995 and 1994, respectively, Champion reported a net loss of $2.12 per share of Champion Common Stock for 1995, compared to a net loss of $1.69 per share of Champion Common Stock for 1994. The deduction to net income for 1995 included a dividend paid in Champion Common Stock to preferred stockholders of approximately $5,349,000 as part of Champion's recapitalization. Additionally, net income for 1995 included an extraordinary loss of approximately $1,118,000, or $0.26 per share, on the early extinguishment of debt. Fully diluted earnings per share was not presented for 1995 and 1994 due to the anti-dilutive effect of such calculation. On a pro forma basis, assuming the recapitalization had occurred on January 1, 1995, primary and fully diluted earnings per share would have been $0.27 and $0.19, respectively, for the year ended December 31, 1995. 1994 COMPARED TO 1993 Champion's net revenue was $104,193,000 for the year ended December 31, 1994, compared to $89,832,000 for 1993, an increase of $14,361,000, or 16.0%. This increase was due primarily to the inclusion of P&S for a full year in 1994, compared to eight months in 1993 (the year P&S was acquired) and Champion's acquisition of PHC and the AmeriHealth Merger in the fourth quarter of 1994. On a same hospital basis, net revenue decreased approximately $2,550,000, or 3.2%, in 1994 due to the elimination of a psychiatric program at Baycoast Medical Center ("BMC") and a decline in outpatient surgery cases due to capacity constraints following the consolidation of the operations of Gulf Coast Hospital ("GCH") onto the BMC campus in December 1993. The average occupancy rates at Champion's hospitals declined from 40.1% in 1993 to 38.3% in 1994. This decline is consistent with the industry trend of decreased inpatient utilization at acute care hospitals and is due primarily to increased pressure from Medicare, Medicaid, HMOs, PPOs and other third-party payors to reduce hospital stays and to provide services, where possible, on a less expensive outpatient basis. Gross outpatient revenue increased 6.1% from $59,738,000 in 1993 to $63,387,000 in 1994. Outpatient revenue as a percent of gross patient service revenue declined from 41.9% in 1993 to 38.1% in 1994, due primarily to Champion's acquisition of PHC effective October 1, 1994. In general, psychiatric hospitals derive a greater percentage of their gross revenue from inpatient services than do acute care hospitals. Exclusive of acquisitions, outpatient revenue comprised 41.3% of gross patient revenue in 1994. 41 Provision for contractual allowances was 40.2% of gross patient service revenue for 1994, compared to 39.2% in 1993. This increase is consistent with industry expectations as discussed above. Approximately 39% of gross patient revenue was attributable to Medicare in 1994 and 1993. Gross revenue attributable to Medicaid increased to 18% in 1994 compared to 12% in 1993, due primarily to Champion's acquisition of PHC, which derives approximately 53% of its gross patient revenue from the Medicaid program, and due to a decline in revenue attributable to private and other payor sources at hospitals owned by Champion for the year ended December 31, 1994. Salaries and benefits increased 11.8% to $41,042,000 in 1994, compared to $36,698,000 in 1993, due primarily to the inclusion of P&S for a full year in 1994 and Champion's acquisition of PHC and the AmeriHealth Merger in the fourth quarter of 1994. As a percent of net revenue, salary and benefits decreased to 39.4% in 1994, compared to 40.9% in 1993, as a result of Champion's ongoing efforts to improve staffing efficiencies in its acquired hospitals. For hospitals owned for the year ended December 31, 1994, salary and benefits were 37.7% of net revenues in 1994, compared to 39.4% in 1993. The major components of other operating expenses were professional fees, taxes (other than income), insurance, utilities and other services. Other operating and supplies expense increased by 19.2% to $42,511,000 in 1994, compared to $35,674,000 in 1993. Other operating and supplies expense increased to 40.8% of net revenue in 1994, compared to 39.7% in 1993. The increase in the percentage of net revenue is due primarily to non-capitalizable costs associated with Champion's acquisition activity. Provision for bad debts was $7,812,000 in 1994, or 7.8% of net patient service revenue, compared to $5,669,000, or 6.5%, in 1993. This 37.8% increase is due in part to the installation of a new computer system at one of Champion's hospitals that disrupted the hospital's billing procedures and accounts receivable detail. The hospital determined that approximately $700,000 in accounts receivable produced by the new system should have been charged to allowance for uncollectible accounts. Excluding this charge, provision for bad debts was approximately 7.1% of net patient service revenue in 1994. Depreciation and amortization expense was $4,010,000 in 1994, compared to $ 3,524,000 in 1993, an increase of $486,000, or 13.8%. The increase in depreciation and amortization expense was due primarily to Champion's acquisitions in 1994, Champion's ongoing capital improvement programs at its existing hospitals and the amortization of costs associated with Champion's issuance of the Champion Series D Notes. Interest expense increased from $2,725,000 in 1993 to $6,375,000 in 1994, due principally to Champion's issuance of $37,833,000 of the Champion Series D Notes effective December 31, 1993 and its establishment of a $20,000,000 senior bank credit facility on November 3, 1993, as well as interest expense associated with debt assumed and/or issued in the AmeriHealth Merger and PHC acquisition. See "-- Liquidity and Capital Resources." Interest expense also increased due to an increase in the interest rate applicable to its senior bank credit facility (a weighted average of approximately 7.7% and 6.5% at December 31, 1994 and 1993, respectively). Champion reported net income of $2,243,000 for the year ended December 31, 1994, compared to a net loss of $12,153,000 in 1993. On a per share basis, after deducting non-cash preferred stock dividend requirements and other adjustments of $4,710,000 and $1,652,000 in 1994 and 1993, respectively. Champion reported a net loss of $1.69 per common share for 1994 compared to a net loss of $12.31 per common share for 1993. The net loss for the year ended December 31, 1993, included an extraordinary loss of approximately $1,230,000 (net of income tax effect of $634,000), or $1.10 per share, from the early extinguishment of debt. The net loss for 1993 also included an asset write-down of approximately $15,456,000 pursuant to Champion's decision in December 1993 to consolidate the operations of GCH onto the campus of BMC. 42 Champion acquired GCH on September 1, 1992. The write-down was recorded in 1993 to recognize the limited alternative uses of the GCH campus. In June 1994, Champion sold the former GCH property with restrictions prohibiting its use to non-competing activities without Champion's consent. RECENT ACQUISITIONS AND OTHER INVESTMENTS On March 1, 1996, Champion acquired Jordan Valley from Columbia. Jordan Valley is a 50-bed acute care hospital located in West Jordan, Utah, a suburb of Salt Lake City. Jordan Valley was acquired in exchange for Autauga, an 85-bed acute care hospital and a 72-bed skilled nursing facility, both in Prattville, Alabama, plus preliminary cash consideration paid to Columbia of approximately $10,750,000. Cash consideration included approximately $3,750,000 for certain net working capital components, which are subject to further adjustment and final agreement by the parties, and reimbursement for certain capital expenditures made previously by Columbia. The transaction did not result in a gain or loss. The Alabama facilities were acquired as a part of the AmeriHealth Merger on December 6, 1994. On April 13, 1995, Champion acquired SLRMC from Columbia for approximately $61,042,000, which included approximately $11,783,000 for certain working capital components, resulting in a net purchase price of approximately $49,259,000. Champion funded the asset purchase from available cash and approximately $30,000,000 in borrowings under its senior bank credit facility. SLRMC is comprised of a 200-bed tertiary care hospital and five clinics and is located in Salt Lake City, Utah. On December 21, 1994, a wholly owned subsidiary of Champion that owned Heartland entered into the DHHS partnership with Dakota Hospital ("Dakota"), a not-for-profit corporation that owned a 199-bed acute care hospital, in Fargo, North Dakota. Champion and Dakota contributed their respective hospitals debt and lien free (except for capitalized lease obligations), including certain working capital components, and Champion contributed an additional $20,000,000 in cash, each in exchange for 50% ownership in the partnership. Champion will receive 55% of the net income and distributable cash flow ("DCF") of the partnership until such time as it has recovered on a cumulative basis an additional $10,000,000 of DCF in the form of an "excess" distribution. Because the partners through the partnership agreement and an operating agreement have delegated substantially all management of DHHS to Champion, the authority of the partnership's governing board is limited. Under the terms of the partnership agreement, Champion is obligated to advance funds to the partnership to cover any and all operating deficits of the partnership. Beginning July 1996, Dakota has the right to require Champion to purchase its partnership interest free of debt or liens for a cash purchase price equal to 5.5 times Dakota's pro rata share of earnings before depreciation, interest, income taxes and amortization, as defined in the partnership agreement, less Dakota's pro rata share of the partnership's long-term debt. DHHS had earnings before depreciation, interest, income taxes and amortization of approximately $19,000,000 for the year ended December 31, 1995. Beginning January 1998, the purchase price for Dakota's partnership interest shall not be less than $50,000,000. Should Dakota elect to exercise its option, Champion would likely finance the purchase through bank or other borrowings. As of December 31, 1995, Champion has received $825,000 in cash distributions from DHHS. INFLATION The health care industry is labor-intensive. Wages and other expenses are subject to rapid escalation, especially during periods of inflation and when shortages occur in the marketplace. In addition, suppliers attempt to pass along increases in their costs by charging Champion higher prices. In general, Champion's revenue increases through price increases or changes in reimbursement levels have not kept up with cost increases. However, by expanding services and by increasing operating efficiencies, Champion has historically been able to substantially offset increases in such costs. In light of cost containment measures imposed by government agencies, private insurance companies and managed-care plans, Champion is likely to experience continued pressure on operating margins in the future. 43 BUSINESS CERTAIN STATEMENTS UNDER THIS CAPTION "BUSINESS" CONSTITUTE "FORWARD-LOOKING STATEMENTS" UNDER THE REFORM ACT. SEE "RISK FACTORS -- FORWARD-LOOKING STATEMENTS." GENERAL Paracelsus is a leading healthcare company that owns and operates acute care and specialty hospitals and related healthcare businesses serving selected markets in the United States. Paracelsus owns and operates 18 acute care hospitals with a total of 1,685 licensed beds in seven states: California, Utah, Tennessee, Texas, Florida, Georgia and Mississippi. Paracelsus' acute care hospitals provide a broad array of general medical and surgical services on an inpatient, outpatient and emergency basis. In addition, certain hospitals and their related facilities offer rehabilitative medicine, substance abuse treatment, psychiatric care and AIDS care. Paracelsus also owns and operates in California three psychiatric hospitals with 218 licensed beds, four skilled nursing facilities with 232 licensed beds and a 60-bed rehabilitative hospital. In addition, Paracelsus owns and operates eight home healthcare agencies and thirteen medical office buildings adjacent to certain of its hospitals. For the twelve months ended March 31, 1996 on a pro forma basis after giving effect to the acquisitions and dispositions made by Paracelsus since April 1, 1995, Paracelsus would have had total operating revenues of $516.9 million, Adjusted EBITDA of $55.8 million and a net loss of $3.1 million. The net loss includes an unusual charge recorded in March 1996 of $22.4 million related to the settlement of two lawsuits. See "Paracelsus Unaudited Pro Forma Condensed Combining Financial Statements" and "Paracelsus Management's Discussion and Analysis of Financial Condition and Results of Operations." As a result of the Merger, Champion will become a wholly owned subsidiary of the Company. Champion owns and operates five acute care hospitals with a total of 722 licensed beds in Utah, Texas and Virginia and owns a 50% interest in, and operates, DHHS, a partnership that owns two additional acute care hospitals with a total of 341 licensed beds in North Dakota. Champion's acute care hospitals generally offer the same types of services provided by Paracelsus' acute care hospitals. Champion also owns and operates two psychiatric hospitals with a total of 219 licensed beds in Missouri and Louisiana. For the twelve months ended March 31, 1996 on a pro forma basis giving effect to the acquisitions and dispositions made by Champion since April 1, 1995, Champion would have had net revenue of $ , Adjusted EBITDA of $ and net income of $ . See "Champion Unaudited Pro Forma Condensed Combining Statements of Income and Unaudited Historical Consolidated Balance Sheet." Following the Merger, the Company will operate 31 hospitals in eleven states which include 25 acute care hospitals (including those owned by DHHS) with 2,748 licensed beds, five psychiatric hospitals, with 437 licensed beds and a ??? hospital with 60 licensed beds. On a pro forma combined basis for the twelve months ended March 31, 1996, the Company would have had total operating revenues of $ , Adjusted EBITDA of $ and a net loss of $ (which includes the unusual charge related to the settlement of two lawsuits). These pro forma combined results do not give effect to any cost savings that management believes will be realized as a result of the Merger due to the combination of the corporate operations of Paracelsus and Champion and the elimination of certain corporate consulting contracts of Paracelsus. See "Company Unaudited Pro Forma Condensed Combining Financial Statements." See "Paracelsus and Champion Unaudited Pro Forma Condensed Combining Financial Statements." The Company believes that the Merger represents a unique opportunity to integrate the operations of two companies which have a complementary portfolio of hospitals. Upon completion of the Merger, 22 of the Company's 31 hospitals will be located in markets where a hospital, or network of hospitals, owned by the Company is a preeminent provider. On a pro forma combined basis, these hospitals would have accounted for approximately % of the Company's total operating revenues and % of its Adjusted EBITDA for the twelve months ended March 31, 1996. 44 Following the Merger, the Company believes that it will be better positioned to implement its business strategy due to its greater scale and diversity of operations, expanded geographic presence and enhanced access to the public capital markets and other financing sources. In addition, the combined entity should benefit from the potential economies of scale in such areas as purchasing, marketing, information systems, risk management, acquisitions and development, accounting, reimbursement, corporate finance and quality assurance. The Company also believes that another compelling benefit of the Merger will be the addition to the Company's management team of key Champion executives who, following the Merger, will have primary responsibility for day to day management of the Company. These Champion executives have an average of 29 years of hospital industry experience and a proven track record in operating and growing publicly held hospital companies. Over the past five years, these executives grew Champion's net revenue at an annual rate of 62.0% from $24.3 million in 1991 to $167.5 million in 1995 while improving its Adjusted EBITDA margins from 9.4% in 1991 to 15.8% in 1995 and 19.2% for the three months ended March 31, 1996. BUSINESS STRATEGY The Company's strategic objective is to establish each of its hospitals, or network of hospitals, as the provider of choice in its markets. To accomplish this, the Company first seeks to establish a presence in geographic locations which are best suited to developing a preeminent market position. These locations primarily include small to mid-sized markets with more favorable demographics and lower levels of penetration by managed care plans and alternative niche competitors than larger metropolitan areas. Moreover, the competing hospitals in the Company's target markets frequently will be not-for-profit facilities which the Company believes have higher cost structures than its hospitals. Second, the Company focuses on implementing operating strategies developed by the Company for positioning each of its hospitals or hospital networks as providers of measurably higher quality and lower cost healthcare services than competing providers. The key elements of the Company's operating strategies going forward are as follows: EXPAND STRATEGICALLY THROUGH SELECTED ACQUISITIONS The Company plans to pursue expansion opportunities through the strategic acquisition of hospitals and complementary healthcare businesses in existing or new markets. The Company's primary criteria for its target markets include: (i) a service area population of between 30,000 and 500,000; (ii) favorable demographics in terms of population growth, age profile, employment rates, business climate and economic activity and family income levels; (iii) low levels of managed care penetration; and (iv) limited competition from other hospitals and alternative healthcare providers. The Company targets for acquisition those hospitals which have the following characteristics: (a) a stable market position with potential for improvement; (b) an appropriate range and depth of medical surgical services or the capacity to add such services which may be needed; (c) a favorable reputation in the community; (d) current financial underperformance due to an excessive cost structure; (e) a sufficient base of capable, high quality physicians; and (f) no required extraordinary capital investment. The Company has demonstrated this strategy most recently by the acquisition of four hospitals and a home health agency in the Salt Lake City market. The Company believes that its primary sources of acquisitions will be unaffiliated not-for-profit hospitals and facilities being divested by hospital systems for strategic, regulatory or performance reasons. INCREASE MARKET PENETRATION The Company seeks to increase the market penetration of its hospital by offering a full range of hospital and related healthcare services and by shifting market share from local competitors by providing measurably higher quality and lower cost services. The Company will selectively add new services such as obstetrics, open-heart surgery and skilled nursing beds at its hospitals and, when appropriate, invest in new technologies. This strategy has been sucessfully demonstrated by the addition of obstetrics at Medical Center of Mesquite and Westwood Medical Center. The Company will also develop complementary healthcare businesses such as primary care clinics, home health agencies and rehabilitative clinics to augment the service capabilities of its existing hospitals and enable the 45 delivery of care in the most cost effective and, medically appropriate setting. For example, the Company has acquired and integrated five home health agencies that cover 26 counties in Tennessee and provide a large referral base for the Company's four hospitals in this market. In some cases, the Company may also acquire or merge with other providers or establish alliances with such providers through affiliation agreements, joint venture arrangements or partnerships. Furthermore, since physicians still direct the majority of hospital admissions, the Company focuses on supporting and retaining existing physicians and attracting other qualified physicians in existing or underserved medical specialties. The Company may either affiliate, joint venture or partner with physician practices or, in selected cases, manage or acquire such physician practices. ESTABLISH A COMPETITIVE COST ADVANTAGE The Company seeks to position each of its hospitals as the low cost provider in its market by focusing on monitoring and controlling fixed and variable operating expenses. Champion's executives have demonstrated an ability to reduce cost as indicated by the improvement in Champion's Adjusted EBITDA margins from 9.4% in 1991 to 15.8% in 1995 and 19.2% for the three months ended March 31, 1996. The Company believes that a low cost provider is better able to succeed in the current healthcare environment by aggressively pricing its managed care contracts and direct employer arrangements and by maintaining profitability under fixed payment systems. The Company focuses on the following major areas for cost control: LABOR COSTS. Salaries and benefits represent the single largest component of hospital operating expenses. The Company seeks to reduce labor costs by (i) implementing staffing standards and adjusting staffing according to changes in volume and patient needs; (ii) eliminating unnecessary levels of management; and (iii) increasing the productivity of skilled employees by shifting certain lower skill tasks to lower paid personnel. Labor costs are a primary focus and Champion's executives have reduced Champion's salaries, wages and benefits as a percentage of Champion's net revenue from 40.0% in 1994 to 39.0% in 1995 and 37.7% for the three months ended March 31, 1996. SUPPLY COSTS. The Company seeks to realize savings on medical supplies, the second largest component of hospital operating expenses, by (i) standardizing high volume products; (ii) participating in purchasing groups; (iii) monitoring supply usage; and (iv) otherwise taking advantage of volume purchasing to achieve better pricing. CONTRACTUAL ARRANGEMENTS. The Company evaluates whether savings can be realized by renegotiating or eliminating existing third-party management, physician, maintenance, supply and other contracts. MARGINAL SERVICES. The Company regularly reviews all programs and services at its hospitals to determine whether any such programs or services should be discontinued or reduced because they are underutilized or unprofitable and have no strategic benefit. UTILIZATION MANAGEMENT. The Company has developed a proprietary utilization management program designed to help monitor and manage clinical resources by reviewing both patient lengths of stay and physician treatment protocols in order to decrease the overall cost of care. The program, which includes the use of clinical pathways developed in conjunction with the medical staffs of the Company's hospitals, helps assure that physicians consistently render the most medically appropriate and cost effective regimen of care. The program has been implemented in six of the Company's hospitals and is expected to be implemented in its remaining hospitals over the next year. DEMONSTRATE A COMPETITIVE QUALITY ADVANTAGE The Company believes that preventing errors in the treatment process can improve quality and lower the cost of care by reducing the risk of adverse events to patients and the consequential costs of such events. For the past two years, the Company has piloted a proprietary program designed to identify and measure the incidence of patient treatment errors in 225 separate clinical categories. The Company also believes that the majority of treatment errors are preventable and often result from 46 systemic problems such as a lack of standardized policies, procedures and training. The Company believes that its pilot program in four hospitals has demonstrated that reductions in the incidence of treatment errors can occur as a result of focusing hospital employees on monitoring errors, training employees in standardized systems and procedures and otherwise taking corrective steps to reduce and eliminate deficiencies in the care process. The Company believes the capability to quantify data regarding the quality of care in its hospitals will enable the Company to reduce the cost of care and will enhance the ability of its hospitals to win and profit from managed care contracts. The Company has been successful in utilizing this data with managed care companies in the Baytown, Texas market to add one contract and retain additional contracts. The Company intends on introducing its proprietary program in all of its hospitals as soon as possible following the consummation of the Merger. DEVELOP A COMPETITIVE SERVICE ADVANTAGE The Company believes that bureaucratic and impersonalized customer service is a historical structural deficiency within the hospital industry caused by service systems, policies and procedures which are designed for the convenience of physicians and hospitals rather than patients, payors and employers. For the past year, the Company has assembled a task force of hospital and corporate personnel who have been devoted to developing a proprietary customer service system which will become a prototype for all the Company's hospitals. The Company believes this customer service system will differentiate its hospitals and facilities from those of its competitors and provide a competitive advantage. The objectives of this initiative are to (i) identify those aspects of customer service most in need of streamlining and revamping to create "user-friendly" systems in areas such as billing information and admission and emergency room registration and processing; (ii) review existing hospital policies, procedures and practices which serve as barriers to personalized customer service; (iii) establish quantitative performance targets and develop monitoring systems for measuring and reporting results and progress toward targets; (iv) develop a customer service questionnaire to quantify levels of customer satisfaction and areas of dissatisfaction; and (v) conduct training of hospital personnel in the customer service system. The Company currently expects that it will begin introducing its customer service system on a pilot basis in several of its hospitals during the first quarter of 1997. REQUIRE LOCAL MANAGEMENT ACCOUNTABILITY The provision of high quality healthcare services is primarily a local business, and the Company's business strategy and operating programs emphasize local management initiative, responsibility and accountability combined with corporate support and oversight. The Company establishes targets for various categories of operating expenses for each hospital and tracks operating efficiency on a daily basis. The Company also requires each of its hospitals to provide forecasts on financial and operating performance for the month and conducts in-depth monthly operating reviews with each local management team to establish and ensure management discipline and accountability. In addition, bonuses for key operating executives of the Company are in part based upon margin improvement and performance. These actions are intended to focus operating management on optimizing operating efficiencies. OPERATIONS The Company seeks to create a local healthcare system in each of its markets that offers a continuum of inpatient, outpatient, emergency and alternative care options. In many such markets, the Company will establish its acute care hospital as the hub of a local provider system that can include skilled nursing facilities, home health agencies, clinics, physician practices and medical office buildings. These operations are described below. ACUTE CARE HOSPITALS The Company owns and operates 25 acute care hospitals (including those owned by DHHS) with a total of 2,748 licensed beds in nine states. Each of the Company's acute care hospitals provides a broad array of general medical and surgical services on an inpatient, outpatient and emergency basis, including some or all of the following: intensive and cardiac care, diagnostic services, radiological 47 services and obstetrics on an inpatient basis and ambulatory surgery, laboratory and radiology services on an outpatient basis. Certain hospitals also provide comprehensive psychiatric services. The Company owns a 50% interest in and is responsible for the operations of DHHS which owns two acute care hospitals in Fargo, North Dakota. SPECIALTY HOSPITALS The Company owns and operates five psychiatric hospitals with 437 licensed beds and one rehabilitative hospital with 60 licensed beds in three states. Three of the psychiatric hospitals and the rehabilitative hospital are located in California markets where the Company has acute care hospitals. The psychiatric hospitals provide child, adolescent and adult comprehensive psychiatric and chemical dependency treatment programs on an inpatient and outpatient basis. SKILLED NURSING FACILITIES The Company owns and operates four skilled nursing facilities with a total of 232 licensed beds in California that provide 24-hour nursing care, principally for the elderly, by registered or licensed nurses and related medical services prescribed by the patient's physician. HOME HEALTH AGENCIES The Company provides home health services through 12 of its hospitals (including the two DHHS hospitals) in five states. These services include home nursing, infusion therapy, physical therapy, respiratory services and other rehabilitative services. CLINICS The Company owns and operates a number of stand-alone clinics, particularly in rural areas. Most of these clinics are primary care clinics that operate as physician offices where the physicians are employed by or are under contract with one of the Company's hospitals in that market. The clinics serve to complement the Company's acute care hospitals in their respective markets by allowing the Company to provide a wider range of services in optimal settings and providing an opportunity to attract patients to the Company's hospitals. PHYSICIAN ARRANGEMENTS The Company owns a majority interest in and operates five physician joint ventures. Three of the joint ventures have nonexclusive use of office space and equipment in certain hospitals which they use to provide specialized medical and surgical services to patients. In all cases, the minority interests in the joint venture are held directly or indirectly by a physician or a group of physicians. Additionally, several of the Company's hospitals have assisted with the formation of and participate in physician hospital organizations (PHOs) or management services organizations (MSOs). MEDICAL OFFICE BUILDINGS The Company owns, leases or manages 19 medical office buildings located adjacent to certain of its hospitals. SELECTED MARKET STRATEGIES Key to the success of the Company is its ability to adjust the implementation of its various business strategies to the unique features of each market it enters. The following are four examples of how the Company is currently implementing its strategies under diverse market conditions. CONTRACTING WITH MANAGED CARE PROVIDERS IN A MAJOR URBAN MARKET The broad market in Utah encompasses a population of 1,800,000 across the 90 mile corridor known as the Wasatch Front. The Company has focused it efforts around Salt Lake County which has a population base of approximately 800,000, or 43% of the state's population, where four of the Company's five Utah hospitals are located. This area has favorable demographics in terms of employment, age and family income levels. Managed care plans have achieved an extremely high level of penetration in providing healthcare coverage to the target population base. To be successful in this 48 market requires that providers be able to demonstrate to managed care payors the ability to deliver a continuum of healthcare services on a cost competitive basis that is geographically accessible to the covered lives. Through its network of five hospitals, a home health agency, a skilled nursing facility and a number of outpatient and physician clinics, the Company is creating an integrated provider system that provides both extensive geographic coverage and a full range of healthcare services. In order to increase its profitability under its managed care contracts, the Company is implementing several cost saving strategies. The Company has already achieved cost savings at its SLRMC hospital through implementing staffing standards and renegotiating existing contractual arrangements with a variety of service providers. These same procedures will be rapidly implemented in the four recently acquired hospitals in this market. Furthermore, because four hospitals and related clinics are in the same market area (with the fifth hospital located in the adjacent county but within the total market area), the Company will have the opportunity to gain operational efficiencies by sharing and combining services to reduce operating costs. In the Utah market, the Company currently has contracts with FHP International Corp. ("FHP") that covers approximately 102,000 capitated lives and 13,000 PPO lives and contracts with CIGNA, United Health and Blue Cross of Utah, that cover to a total of approximately 220,000 non-capitated lives. CONSOLIDATING A MID-SIZE MARKET The combined Fargo, North Dakota and Moorehead, Minnesota market has a population of approximately 160,000 and an annual population growth rate of approximately 4%. This market also has favorable demographics in terms of employment, age and family income levels. This market is characterized by a low level of managed care penetration with most of the healthcare payors being traditional health insurance companies. In 1992 four not-for-profit hospitals competed for patients in this market when the Company acquired two of the hospitals that were underperforming financially. The Company immediately consolidated the facilities into one hospital, eliminated duplicative services, reduced labor costs by implementing productivity standards and eliminating excess levels of employees, discontinued marginal services and sold the physical plant of the other hospital. In addition to these actions, the Company funded needed capital expenditures and has strengthened relationships with physicians in order to enhance its competitiveness within the market. In 1994, the Company determined it could extend its presence as well as achieve further cost savings by forging a partnership with another hospital in the market. The resulting DHHS partnership, which the Company manages, is now a preeminent provider and has strengthened its competitive position against the remaining hospital which is the largest provider in the market. Through this partnership, the Company has been able to achieve further cost savings by eliminating burdensome contracts, consolidating certain services and eliminating duplicative or otherwise marginal services. In order to further develop an integrated healthcare delivery system in this market, the Company has acquired a home health agency and opened a skilled nursing facility. CONSTRUCTING A NEW FACILITY TO ENTER A LESS COMPETITIVE MARKET The Midland, Texas market includes a population of approximately 120,000 with favorable demographics and a very low level of managed care penetration. The Company viewed the Midland market as an opportunity to compete against a large not-for-profit hospital that was not responsive to changing market forces and generally had not been faced with significant competition from other providers. Although Midland had been served by two hospitals for several years, the not-for-profit hospital was by far the dominant provider. In 1992, the Company acquired the other, smaller 60-bed facility, which had an outdated and deteriorating physical plant and offered a limited range of services, with the intention of building a new state of the art replacement hospital that could more effectively compete with the not-for-profit hospital and closing the smaller facility. The Company's newly constructed 101-bed Westwood Medical 49 Center, which includes a physician office building and a modern ambulatory diagnostic and surgery center, opened in October 1995, and it continues to gain market share by capitalizing on the advantages of having new facilities and technology, providing a broad array of high quality healthcare services, focusing on patient service and cultivating physician relationships. The Company believes Westwood has inherent cost efficiencies that have resulted from it being a newly constructed facility. BUILDING A REFERRAL BASE ACROSS A LARGE RURAL REGION In Tennessee, the Company has built an integrated network providing a broad array of healthcare services that covers 26 counties with a combined population of approximately 900,000. The network is comprised of five home health agencies with 20 satellite offices, which, in total, perform approximately 500,000 home health visits annually, and seven rural health clinics. This network has the effect of creating a large referral base for the Company's four hospitals in this market and has allowed the Company to become one of the more significant providers of healthcare in rural Tennessee. RECENT TRANSACTIONS ACQUISITION OF PHC SALT LAKE HOSPITAL On May 17, 1996, Paracelsus acquired the PHC Salt Lake Hospital, a 125-bed acute care hospital, including its surrounding campus, in Salt Lake City, Utah from FHP International Corp. ("FHP") for $70.0 million in cash. Paracelsus financed the acquisition of PHC Salt Lake Hospital with borrowings under the Paracelsus Existing Credit Facility. Prior to the acquisition, the PHC Salt Lake Hospital was operated by FHP, an HMO, principally to provide care to its HMO members. Accordingly, FHP operated the PHC Salt Lake Hospital as a captive cost center for the sole benefit of FHP and not as a business managed separately for profit. In connection with the acquisition of the PHC Salt Lake Hospital, Paracelsus entered into a 15-year exclusive provider agreement (the "FHP Exclusive Provider Agreement") under which FHP will pay Paracelsus stated percentages of its monthly HMO member premiums to guarantee FHP HMO members access to inpatient care at all Paracelsus-operated hospitals in Salt Lake City, Utah, including the PHC Salt Lake Hospital. Based upon information provided to Paracelsus by FHP, as of March 31, 1996, FHP had approximately 102,000 covered lives who would be subject to the FHP Exclusive Provider Agreement. In addition, the PHC Salt Lake Hospital will continue to provide access to approximately 13,000 additional covered lives under an FHP PPO contract under which FHP will make a fee-for-service payment to Paracelsus. The Company intends to change significantly the patient base of the PHC Salt Lake Hospital. In addition to the FHP HMO and PPO members, PHC Salt Lake Hospital will enter into contracts with other insurance carriers and managed care organizations and otherwise seek to serve the patients in its market. In addition, the PHC Salt Lake Hospital will provide reference lab services and emergency room services which are anticipated to generate additional revenues. To date, Paracelsus has entered into non-capitated provider contracts to provide services at PHC Salt Lake Hospital with CIGNA, United Health and Blue Cross ("other payors"). Under those contracts, based on public disclosures made by such other payors as of March 31, 1996, the Company believes that the PHC Salt Lake Hospital will have access to approximately 161,000 additional covered lives. As a result of the expansion and diversification of the patient base, the Company anticipates that over time a substantially reduced portion of the PHC Salt Lake Hospital's total inpatient care will be comprised of services provided to FHP members, with revenues generated through admissions by independent practicing physicians and patients covered by other insurance carriers, managed care organizations and the Medicare and Medicaid program. The Company believes that the PHC Salt Lake Hospital acquisition and the revenues anticipated to be received under the FHP Exclusive Provider Agreement will complement the hospitals owned by Champion and the Columbia Hospitals (as defined below) recently acquired by Paracelsus from Columbia. The Company does not believe that the historical financial statements of PHC Salt Lake Hospital are relevant because the future operations will include services provided to the general public 50 as compared to its previous operations as a captive cost center, which restricted access to FHP members. As a result, the PHC Salt Lake Hospital acquisition has been accounted for as an acquisition of assets. ACQUISITION OF COLUMBIA HOSPITALS On May 17, 1996, Paracelsus acquired Pioneer Valley Hospital ("Pioneer"), a 139-bed hospital in West Valley City, Utah, Davis Hospital and Medical Center ("Davis") a 120-bed hospital in Layton, Utah, and Santa Rosa Medical Center ("Santa Rosa"), a 129-bed hospital in Milton, Florida (Pioneer, Davis and Santa Rosa, collectively, the "Columbia Hospitals") from Columbia/HCA Healthcare Corporation ("Columbia") for consideration consisting of $38,500,000 in cash and the exchange of Paracelsus' Peninsula Medical Center, a 119-bed hospital located in Ormond Beach, Florida ("Peninsula"); Elmwood Medical Center ("Elmwood"), a 135-bed hospital located in Jefferson, Louisiana; and Halstead Hospital ("Halstead"), a 190-bed hospital located in Halstead, Kansas (Peninsula, Elmwood and Halstead collectively, the "Exchanged Hospital"). Paracelsus also purchased the real property of Elmwood and Halstead from a real estate investment trust ("REIT"), exchanged the Elmwood and Halstead real property for Pioneer's real property and sold the Pioneer real property to the REIT (the "Real Property Purchase and Sale Transaction"). The acquisition was accounted for as a purchase transaction. Paracelsus financed the cash portion of the acquisition of the Columbia Hospitals from borrowings under the Existing Paracelsus Credit Facility. OTHER TRANSACTIONS On March 1, 1996, Champion acquired from Columbia, Jordan Valley Hospital, a 50-bed acute care hospital located in West Jordan, Utah, a suburb of Salt Lake City. Champion acquired Jordan Valley in exchange for Autauga Medical Center, an 85-bed acute care hospital, and Autauga Health Care Center, a 72-bed skilled nursing facility, both in Prattville, Alabama, (collectively, "Autauga"), plus preliminary cash consideration paid to Columbia of approximately $10.8 million. The cash consideration included approximately $3.8 million for certain net working capital components, which are subject to adjustment and final settlement by the parties, and reimbursement of certain capital expenditures made previously by the seller. The transaction did not result in a gain or loss. The Autauga facilities were acquired as part of Champion's acquisition of AmeriHealth on December 6, 1994, through the AmeriHealth Merger. 51 HOSPITAL PROPERTIES The following table sets forth the name, location, type of facility, date of acquisition and number of licensed beds for each of the hospitals operated by the Company. Unless otherwise indicated, all hospitals are owned by the Company.
DATE OF LICENSED LICENSED FACILITY LOCATION TYPE OF FACILITY ACQUISITION(1) BEDS CALIFORNIA Bellwood General Hospital Bellflower Acute Care 2/08/82 85 Chico Community Hospital Chico Acute Care 4/28/85 123 Chico Community Rehabilitation Hospital(2) Chico Rehabilitative 6/30/94 60 Hollywood Community Hospital of Hollywood Los Angeles Acute Care 12/22/82 100 Hollywood Community Hospital of Van Nuys Van Nuys Psychiatric 11/01/82 59 Lancaster Community Hospital Lancaster Acute Care 2/01/81 131 Los Angeles Comm. Hospital Los Angeles Acute Care 8/08/83 136 Monrovia Community Hospital(3) Monrovia Acute Care 2/01/81 49 Norwalk Community Hospital Norwalk Acute Care 2/01/81 50 Orange County Community Hospital of Orange Orange Psychiatric 11/01/91 104 Orange County Hospital of Buena Park(4) Buena Park Psychiatric 2/01/81 55 UTAH Davis Hospital and Medical Center Layton Acute Care 5/17/96 120 Jordan Valley Hospital West Jordan Acute Care 3/01/96 50 PHC Salt Lake Hospital Salt Lake City Acute Care 5/17/96 125 Pioneer Valley Hospital(2) West Valley City Acute Care 5/17/96 139 Salt Lake Regional Medical Center Salt Lake City Acute Care 4/13/95 200 TEXAS BayCoast Medical Center Baytown Acute Care 1/01/91 191 The Medical Center Of Mesquite Mesquite Acute Care 10/01/90 176 Westwood Medical Center(6) Midland Acute Care 10/25/95 101 NORTH DAKOTA Heartland Medical Center(7) Fargo Acute Care 9/1/93 141 Dakota Hospital(7) Fargo Acute Care 12/31/94 200 TENNESSEE Cumberland River Hospital North(2) Celina Acute Care 10/01/86 36 Cumberland River Hospital South Gainesboro Acute Care 9/05/95 44 Fentress County General Hospital Jamestown Acute Care 10/01/85 84 Bledsoe County Hospital(2) Pikeville Acute Care 10/01/85 32 VIRGINIA Metropolitan Hospital(5) Richmond Acute Care 12/06/94 180
52
DATE OF LICENSED LICENSED FACILITY LOCATION TYPE OF FACILITY ACQUISITION(1) BEDS MISSOURI Lakeland Regional Hospital Springfield Psychiatric 10/01/94 149 FLORIDA Santa Rosa Medical Center Milton Acute Care 5/17/96 129 MISSISSIPPI Senatobia Community Hospital(2) Senatobia Acute Care 1/01/86 76 LOUISIANA Crossroads Regional Hospital Alexandria Psychiatric 10/01/94 70 GEORGIA Flint River Community Hospital(2) Montezuma Acute Care 1/01/86 50 -------- Total licensed beds 3,245 -------- --------
- ------------------------ (1) Reflects date facility was initially acquired by Paracelsus or Champion, as applicable. (2) Hospital facility is leased. (3) Monrovia Community Hospital is operated as a joint venture with a physician investor. Paracelsus owns a 50.98% interest in this joint venture. (4) Orange County Hospital of Buena Park is owned subject to a mortgage securing borrowings in the amount of $283,473 as of March 31, 1996. (5) Champion owns an 88.3% general partnership interest in a limited partnership that owns the hospital. (6) Constructed by Champion and placed in service October 25, 1995. (7) Champion owns a 50% interest in and operates DHHS, a partnership that owns the hospital. 53 SELECTED OPERATING STATISTICS The table below sets forth selected operating statistics of the Company's acute care, psychiatric and rehabilitative hospitals during the periods presented.
FISCAL YEAR ENDED SIX MONTHS ENDED SEPTEMBER 30, 1995 MARCH 31, 1996 ----------------------- ----------------------- CONSOLIDATED CONSOLIDATED HOSPITALS DHHS HOSPITALS DHHS Number of hospitals at period end.............................. 29 2 28 2 Licensed beds at period end.................................... 2,964 341 2,845 341 Admissions..................................................... 67,154 10,096 35,822 4,676 Adjusted admissions(1)......................................... 97,421 15,628 52,774 7,358 Average length of stay (days): All beds..................................................... 6.2 5.5 5.9 5.7 Medical-surgical............................................. 5.2 4.4 5.1 4.4 Psychiatric.................................................. 11.7 9.6 11.3 9.6 Patient days................................................... 415,882 55,476 212,751 26,618 Adjusted patient days(2)....................................... 603,341 85,876 313,430 41,884 Occupancy rate(3).............................................. 40% 45% 41% 43% Deliveries..................................................... 4,642 1,449 2,777 630 Total surgeries................................................ 39,272 9,769 19,688 4,569 Outpatient visits(4)........................................... 1,189,797 126,211 741,378 59,721 Gross outpatient revenues as a percent of gross operating revenues...................................................... 31% 35% 32% 36%
- ------------------------ (1) Total admissions for the period multiplied by the ratio of total patient revenue divided by total inpatient revenue. (2) Total patient days for the period multiplied by the ratio of total patient revenue divided by total inpatient revenue. (3) Average daily census for the period divided by licensed beds. (4) Includes emergency room and home health agency visits. COMPETITION The competition for patients among hospitals and other healthcare providers has intensified in recent years as hospital occupancy rates have declined. This decline is attributable to several factors, including cost containment pressures, changing medical technology, changing government regulations and utilization management. Such factors have prompted new competitive strategies by hospitals and other healthcare providers. Among these strategies is an increasing emphasis on outpatient healthcare delivery procedures (E.G., outpatient surgery, diagnostic centers and home healthcare) which tend to eliminate or reduce the length of hospital stays. The Company believes that one of the most significant factors in the competitive position of a hospital is the number and quality of the physicians affiliated with such hospital, because physicians determine the majority of hospital admissions. Although physicians may at any time terminate their affiliation with a hospital operated by the Company, the Company seeks to retain physicians of varied specialties on its hospitals' medical staffs and to attract other qualified physicians. The Company believes that physicians refer patients to a hospital primarily on the basis of the quality of services it renders to patients and physicians, the quality of other physicians on the medical staff, the location of the hospital and the quality of the hospital's facilities, equipment and employees. However, physicians affiliated with certain managed care providers may be precluded from utilizing the Company's facilities for their patients, or referring patients to doctors using the Company's facilities, if the facility or referred doctors are not currently contracting with such managed care providers. 54 The competitive position of a hospital is also affected by its management's ability to negotiate service contracts with purchasers of group healthcare services, including employers, PPOs and HMOs. PPOs and HMOs attempt to direct and control the use of hospital services through "managed care" programs and obtain discounts from hospitals' established charges, and, in return, hospitals acquire access to a large number of potential patients. In addition, employers and traditional health insurers are increasingly interested in containing costs through negotiations with hospitals for managed care programs and discounts from established charges. Of importance to a hospital's competitive position is its ability to obtain contracts with PPOs and HMOs and other organizations that finance health care. Managed care providers are increasingly contracting with hospitals or networks of hospitals that can provide a full range of services in a particular market. Accordingly, the Company is attempting to join or establish hospital networks and to increase services to compete for contracts in such markets. MEDICARE, MEDICAID AND OTHER REVENUE GENERAL The Company receives payment for services rendered to patients from private insurers, managed care providers, the Federal government under the Medicare program, state governments under their respective Medicaid programs and directly from patients. The table below sets forth the approximate percentages of the historical gross operating revenues derived by the facilities of the Company and of DHHS from Medicare, Medicaid and private insurance and all other payors for the periods indicated.
FISCAL YEAR ENDED SIX MONTHS ENDED SEPTEMBER 30, 1995(1) MARCH 31, 1996 --------------------- --------------------- CONSOLIDATED CONSOLIDATED HOSPITALS DHHS HOSPITALS DHHS Medicare.................................................... 45% 46% 46% 46% Medicaid.................................................... 13% 9% 14% 9% Private insurance and all other payors...................... 42% 45% 40% 45%
- ------------------------ (1) Includes Champion data for its year ended December 31, 1995. In addition, the Company's revenues depend on the level of inpatient census at its hospitals, the volume of outpatient services at its hospitals and outpatient facilities, the acuity of patients' conditions and charges for services. The approximate percentages of historical gross patient revenue for inpatient and outpatient services for the Company and for DHHS for the periods indicated were as follows:
FISCAL YEAR ENDED SIX MONTHS ENDED SEPTEMBER 30, 1995(1) MARCH 31, 1996 --------------------- --------------------- CONSOLIDATED CONSOLIDATED HOSPITALS DHHS HOSPITALS DHHS Inpatient services.......................................... 69% 65% 68% 64% Outpatient services......................................... 31% 35% 32% 36%
- ------------------------ (1) Includes Champion data for its year ended December 31, 1995. MEDICARE The Medicare program is a Federal healthcare program created by the Social Security Act Amendments of 1965. Each of the Company's hospitals is certified as a provider of services under the Medicare program. Combined historical gross operating revenues attributable to Medicare patients represented 45% and 46% of the Company's combined historical gross operating revenues in fiscal 1995 and in the six months ended March 31, 1996, respectively. The Medicare program has changed significantly during the past several years, and these changes have had and will continue to have a significant effect on the Company's hospitals. In addition, the requirements for certification in the Medicare program are subject to change, and, in order to remain qualified for the program, it may be 55 necessary for the Company to make changes from time to time in its facilities, equipment, personnel and services. Although the Company intends to continue its participation in the Medicare program, there is no assurance that it will continue to qualify for participation. Pursuant to the Social Security Act Amendments of 1983 and subsequent budget reconciliations and modifications, Congress adopted a prospective payment system ("PPS") under which a hospital is paid a predetermined amount for each Medicare inpatient discharge depending on the patient's diagnosis and related procedures. Generally, under the PPS, if the costs of meeting the health needs of the patient are greater than the predetermined payment rate, the hospital must absorb the loss. Conversely, if the cost of the services provided is less than the predetermined payment, the hospital retains the difference. Prior to 1988, Medicare reimbursed hospitals for 100% of their share of capital related costs, which included depreciation, interest, taxes and insurance related to plant and equipment for inpatient hospital services. The reimbursed rate was reduced thereafter to 85% of costs. Federal regulations effective October 1, 1991 created a PPS for inpatient capital costs to be phased in over a 10-year transition period from a hospital-based rate to a fully Federal payment rate or a per-case rate. Such a method of capital cost payment could have a material adverse effect on the operating revenues of the Company. Recent legislation has reduced projected increases for Medicare payments to providers for hospital outpatient services. The payment rate for hospital outpatient surgery and hospital radiology services is limited to a blend of 42% of reasonable costs and 58% of Medicare's prospective rates. The payment rate for other outpatient diagnostic services is limited to a blend of 50% of reasonable costs and 50% of the prospective rates. Furthermore, studies are currently in process at the Health Care Financing Association (the "HCFA") that propose converting payment for all outpatient services (including home health services), inpatient psychiatric services and skilled nursing care to a prospective payment system. The United States Congress is presently considering further significant reductions in projected increases in Medicare payments to providers. The financial effect of these changes may have a negative impact on the Company, although the exact method of implementing these reductions and whether a prospective payment system for outpatient services or inpatient psychiatric and home health services and skilled nursing care will be adopted are not yet known. Pursuant to the Omnibus Budget Reconciliation Act of 1990, Congress revised the Gramm-Rudman budget and sequestration process and established a "pay-as-you-go" system for entitlement programs, including Medicare. Legislation increasing entitlements and/or reducing revenues must be deficit-neutral (i.e., it must pay for itself by a reduction in entitlement spending elsewhere or additional revenues). Legislation violating the pay-as-you-go principle would trigger a sequestration of entitlement program funds in the same amount that such legislation added to the deficit. Up to a maximum of 4% of Medicare program funds would be included among those sequestered. Medicaid program funds, however, continue to be exempt from sequestration. Payment reductions under the revised sequestration process were not implemented in fiscal years 1993, 1994 or 1995. If implemented in future years, these reductions could have a material adverse effect on the Company's operating revenues. However, because the actual amount of the reduction for any fiscal year may vary according to the federal deficit, the financial impact of the revised process on the Company cannot be predicted. The Medicare program makes additional payments to those healthcare providers that serve a disproportionate share of low income patients. The qualification and funding for disproportionate share payments can vary by fiscal year. Disproportionate share payments for future years could vary significantly from historical payments. Within the statutory framework of the Medicare program, there are substantial areas subject to administrative rulings, interpretations and discretion that may affect payments made under the 56 program. In addition, the Federal government might, in the future, reduce the funds available for, or require more stringent utilization of, hospital facilities, either of which could have a material adverse effect on the Company's future income. MEDICAID PROGRAM Medicaid (Title XIX of the Social Security Act) is a program of medical assistance that is administered by each state. Each of the Company's hospitals is certified for participation in the various state Medicaid programs, although not all of the Company's hospitals have chosen to participate. In fiscal 1995 and for the six months ended March 31, 1996, on a combined historical basis the Company's facilities derived approximately 13% and 14%, respectively, of their gross operating revenues from Medicaid programs. Payment for inpatient services varies by state, but a majority of states pays either a fixed, pre-determined daily rate or a fixed payment for each type of service. The Medicaid program also makes additional payments to those healthcare providers that serve a disproportionate share of low income patients. The methodology used to determine qualification and funding will vary by state. The qualification and funding for disproportionate share payments can vary by fiscal year. Disproportionate share payments for future years could vary significantly from historical payments. REGULATION AND OTHER FACTORS GENERAL All hospitals are subject to compliance with various Federal, state and local statutes, regulations and ordinances, and receive periodic inspection by state and local licensing agencies, as well as by nongovernmental organizations acting under contract or pursuant to Federal law, to review compliance with standards of medical care and requirements concerning facilities, equipment, staffing, cleanliness and related matters. The Company's hospitals must comply with the licensing requirements of state and local health agencies, as well as the requirements of municipal building codes, health codes and local fire departments. All of the Company's hospitals have obtained the licenses which the Company believes are necessary under applicable law for the operation of the hospitals. In addition, all of the Company's hospitals are presently accredited by the JCAHO except for one rural hospital in Georgia, which is surveyed annually by state regulatory authorities. "CERTIFICATE OF NEED" REQUIREMENTS In recent years, many states have enacted legislation regulating the establishment or expansion of hospital facilities and services. In certain states, prior to the construction of new hospitals, the expansion of old hospitals or the introduction of certain new services in existing hospitals, one must obtain a CON by demonstrating to either state or local authorities, or both, that it is in compliance with plans adopted by such authorities, or receive an exemption from CON requirements by demonstrating that the project is covered by statutory and regulatory exemption provisions. This requirement can increase the cost (in time and money) of a project, and may affect the feasibility of some projects. Of the eleven states in which the Company operates, a CON is required in Florida, Georgia, Louisiana, Mississippi, Missouri, Tennessee and Virginia. HOSPITAL INSPECTIONS AND REVIEWS JCAHO regularly conducts an on-site review and inspection of every hospital seeking to obtain or maintain its accreditation. Hospitals accredited by the JCAHO are deemed to be in compliance with the standards for participation in the Medicare program, although Medicare can conduct its own compliance reviews. During fiscal 1995, three Paracelsus facilities had full JCAHO reviews. All such facilities maintained full three-year accreditation. In addition to the JCAHO inspections and inspections conducted by certain state and local regulatory authorities, HCFA, generally in response to specific complaints from patients but also occasionally on a random basis, causes hospitals participating in the Medicare program to be inspected. Since fiscal 1995, three facilities had state regulatory surveys, some of which may have been done on behalf of HCFA, and all of those facilities remained eligible to participate in the 57 Medicare program. In addition, all of Champion's hospitals are accredited by the JCAHO, including Champion's newly constructed hospital in Midland, Texas, which received its provisional accreditation in the first quarter of 1996. REGULATORY COMPLIANCE The operation of healthcare facilities is subject to Federal, state and local regulations. Facilities are subject to periodic inspection by state licensing agencies to determine whether the standards of medical care provided therein comply with licensing standards. The Company believes that all of its healthcare facilities are in substantial compliance with such Federal, state and local regulations and licensing requirements. OTHER FEDERAL STATUTES AND REGULATIONS Effective January 1, 1995, the so-called Stark II law bars physicians from referring Medicare and Medicaid patients to 11 designated health services in which the physicians have an investment or compensation arrangement. HCFA has not set a target date for proposing the Stark II regulations, but it finally issued the so-called Stark I regulations on August 14, 1995. (Stark I bans physicians from referring Medicare and Medicaid patients to clinical laboratories in which they have a financial interest). HCFA has stated that the Stark I regulations will also be applicable to Stark II. HCFA plans to require healthcare entities, including hospitals, to sign a declaration form in which they promise not to bill Medicare for patients referred by a physician who has a prohibited financial relationship with the entity. HCFA will keep those forms on file. Physicians who own an interest in a designated health service will also be asked to sign a declaration form saying they will not refer Medicare patients to that service. The entity will keep the physician forms on file, and HCFA will check to see that entities are keeping the forms. In addition, the Antifraud Amendments provide criminal penalties for individuals or entities participating in the Medicare or Medicaid programs who knowingly and willfully offer, pay, solicit or receive remuneration in order to induce referrals for items or services reimbursed under such programs. In addition to felony criminal penalties, the Social Security Act also establishes the intermediate sanction of excluding violators from Medicare or Medicaid participation. The HHS has promulgated regulations that define certain Safe Harbors for arrangements that would not violate the Antifraud Amendments. Any venture that meets all the conditions of an applicable Safe Harbor will be exempt both from prosecution and exclusion under the Antifraud Amendments. None of the Company's joint ventures with physician investors falls within any of the defined Safe Harbors. The fact that the terms of a venture do not satisfy applicable Safe Harbor criteria, however, does not mean that the venture is illegal but does mean that the venture may be subject to review. Under the Company's joint venture arrangements, physician investors are not and will not be under any obligation to refer or admit their patients, including Medicare or Medicaid beneficiaries, to receive services at the Company's facilities, nor are distributions to those physician investors contingent upon or calculated with reference to referral by the physician investors. On the basis thereof, the Company does not believe the ownership of interests in or receipt of distributions from its joint ventures would be construed to be knowing and willful payments to the physician investors to induce them to refer patients in violation of the Antifraud Amendments. There can be no assurance, however, that government officials charged with responsibility for enforcing the prohibitions of section 1128B(b) of the Social Security Act will not assert that one or more of the Company's joint ventures are in violation of the Antifraud Amendments. To date, none of the Company's current joint ventures has been reviewed by any governmental authority for compliance with the Antifraud Amendments. STATE STATUTES AND REGULATIONS Each of the states in which the Company does business has a state medical practice act that prohibits unprofessional conduct of physicians, including failure to conform to the ethical standards of the profession. A physician who is found to have violated a state medical practice act may be subject to disciplinary action up to and including loss of the physician's license to practice medicine. Certain states as well as Federal regulations require disclosure by physicians of an investment interest in a 58 facility to which the physician refers, and most state medical associations require such disclosure to meet ethical standards. Moreover, the American Medical Association's ethical opinions generally proscribe as unprofessional any conduct or transaction by a physician that places the physician's own financial interest above the welfare of the physician's patients or results in the provision of unnecessary services or overutilization of services or facilities. The ethical opinions also require that a physician disclose any ownership interest to his or her patient prior to referral. Certain states in which the Company operates also have laws that prohibit payments to physicians for patient referrals. These statutes may involve criminal as well as civil penalties which may impact the operations at the Company's facilities. The scope of these laws is broad, and little precedent exists for their interpretation or enforcement. The Company monitors developments in this area of law and will from time to time determine what steps are necessary to ensure that patients at its facilities receive required disclosures, and it will, accordingly, revise disclosure requirements for its facilities and for physician limited partners as necessary. Some states have also enacted their own version of Stark II prohibiting physician ownership in designated health services. Although the Company believes that its joint ventures have been structured to comply with all applicable federal and state laws, no assurance can be given that the ventures will not be reviewed and challenged by enforcement authorities empowered to do so or that, the ventures, if challenged, would prevail. No documents or agreements have been challenged by any regulatory authorities alleging that distributions to any joint venture's partners violate any governmental or ethical prohibitions against illegal remuneration arrangements, kickbacks, commissions, bonuses or rebates. HEALTHCARE REFORM LEGISLATION Federal and state legislators continue to consider legislation that could significantly impact Medicare, Medicaid and other government funding of health care costs. Initiatives currently before Congress, if enacted, would significantly reduce payments under various government programs, including, among others, payments to disproportionate share and teaching hospitals. A reduction in these payments would adversely affect net revenue and operating margins at certain of the Company's hospitals. The Company is unable to predict what legislation, if any, will be enacted at the Federal and state level in the future or what effect such legislation might have on the Company's financial position, results of operations, or liquidity. ENVIRONMENTAL MATTERS The Company is subject to various Federal, state and local statutes and ordinances regulating the discharge of materials into the environment. The Company's management does not believe that the Company will be required to expend any material amounts in order to comply with these laws and regulations or that compliance will materially affect its capital expenditure earnings, or competitive position. MEDICAL STAFF AND EMPLOYEES At March 31, 1996, approximately 3,100 licensed physicians were members of the medical staffs of the Company's hospitals. Many of these professionals also serve on the staffs of other nearby competing hospitals. Approximately 270 physicians were under contract with the Company's hospitals at March 31, 1996, primarily to staff emergency rooms, to provide ancillary services and to serve in other support capacities. As of March 31, 1996, the Company had approximately 9,300 employees, of which approximately 1,300 were covered by collective bargaining agreements. Hollywood Community Hospital, Lancaster Community Hospital, Chico Community Hospital and University Convalescent Hospital are the Company's only facilities with employees represented by unions. The Company believes that its relationship with its employees is satisfactory. As of March 31, 1996, DHHS had approximately 1,400 employees. Approximately 170 physicians were active members of the medical staff, many of whom also serve on the staffs of competing 59 hospitals, and approximately 25 physicians were under contract to staff the emergency room and serve in support capabilities. None of DHHS' employees are covered by a collective bargaining agreement. LIABILITY INSURANCE Paracelsus is self-insured for the first $500,000 per occurrence of general and professional liability risks occurring after October 1, 1987 and the first $250,000 per occurrence of workers' compensation liability risks occurring after October 1, 1992. Paracelsus formed Hospital Assurance Company, Ltd., a wholly owned subsidiary ("HAC"), in order to insure the general and professional and workers' compensation risks beginning October 1, 1992. In addition, Paracelsus owns approximately 10% of Hospital Underwriters Group ("HUG"), which insures the first $2.5 million per occurrence of claims in excess of $500,000, and reinsures amounts over $3.0 million per occurrence with unrelated third-party commercial insurance carriers, up to $100.0 million per occurrence. Upon consummation of the Merger, the Company intends for Champion and its subsidiaries to be insured by HAC and HUG in the same manner and to the same extent as the current subsidiaries of the Company. Prior to the Merger, Champion and its subsidiaries mantained a program of insurance that Champion believed adequate to cover the claims and legal actions to which it and its subsidiaries were subject in the ordinary course of business. LITIGATION RELATING TO THE MERGER Certain holders of Champion Common Stock have filed a purported class action lawsuit in the Chancery Court of the State of Delaware, naming as defendants certain members and a former member of the Champion Board of Directors, Mr. Charles R. Miller, Mr. James G. VanDevender, Mr. James A. Conroy, Mr. Manuel M. Ferris, Mr. David S. Spencer, Mr. Nolan Lehmann, Mr. Paul B. Queally, Mr. Scott F. Meadow, Mr. William G. White and Mr. Richard D. Sage (collectively, the "Individual Defendants"), and Champion and Paracelsus. The plaintiffs claim, among other things, that the Merger and the exchange ratio for the Champion Common Stock pursuant thereto are unfair and inadequate, that the Individual Defendants violated their fiduciary duties to Champion and its public stockholders by failing to actively pursue the acquisition of Champion by other companies or conduct an adequate market check, and that Paracelsus knowingly aided and abetted the breaches of fiduciary duty committed by the Individual Defendants. Plaintiffs seek preliminary and permanent injunctions against the proposed Merger. In addition, plaintiffs seek an accounting of all profits realized by the defendants, as well as monetary damages for an unspecified amount, and costs and attorneys' and experts' fees. CERTAIN OTHER LEGAL PROCEEDINGS During March 1996, Paracelsus settled two lawsuits in connection with the operation of its psychiatric programs. Paracelsus recognized an unusual charge for settlement costs totaling $22.4 million in the six months ended March 31, 1996 which consisted of settlement payments, legal fees and the write off of certain psychiatric accounts receivables in connection with the settlement of the two lawsuits. Paracelsus did not admit liability in either case but resolved the disputes through the settlements in order to reestablish a business relationship and/or avoid further legal costs in connection with the disputes. Paracelsus and the plaintiff insurance company have reestablished their business relationship. See "Paracelsus Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Paracelsus Selected Historical Consolidated Financial Information." The Company is subject to claims and suits in the ordinary course of business, including those arising from care and treatment afforded at the Company's acute care, psychiatric and rehabilitative hospitals and skilled nursing facilities, and maintains insurance and, where appropriate, reserves with respect to the possible liability arising from such claims. The Company believes that the ultimate resolution of the proceedings presently pending against Paracelsus or Champion (or any of the Company's other subsidiaries) will not have a material adverse effect on the Company's consolidated financial position. 60 MANAGEMENT DIRECTORS AND EXECUTIVE OFFICERS At the Effective Time, the authorized number of directors on the Company's Board of Directors (the "Board") will be nine. After the Effective Time, the Board will be divided into three classes, as nearly equal in number as possible, with the initial term of office of Class I directors to expire at the 1997 annual meeting of shareholders, the initial term of office of Class II directors to expire at the 1998 annual meeting of shareholders and the initial term of office of Class III directors to expire at the 1999 annual meeting of shareholders, with each class of directors to hold office until their successors have been duly elected and qualified. The Class III directors will be Dr. Krukemeyer and Messrs. Messenger and Miller. The Class II directors will be Messrs. VanDevender, Lange and one Independent Director (as defined below). The Class I directors will be Messrs. Conroy and Hofmann and one Independent Director. As contemplated by the shareholder agreement dated as of , 1996 between the Paracelsus Shareholder and the Company (the "Shareholder Agreement"), Dr. Krukemeyer and Messrs. Messenger, Lange and Hofmann will each be the initial representatives of the Paracelsus Shareholder and Mr. Conroy, and two additional persons to be named to the Board prior to the Effective Time will each be the initial Independent Directors. After the Effective Time, the Shareholder Agreement, the Company's Articles of Incorporation (the "Articles") and the Company's Bylaws (the "Bylaws") will provide that the Board may be enlarged by up to three additional Independent Directors if the beneficial ownership of Paracelsus Common Stock of the Paracelsus Shareholder falls below certain levels. For these purposes, an "Independent Director" is a director of the Board who is not a Shareholder Director, a "Transferee Director" (as defined in the Shareholder Agreement) or an officer of the Company or any of its subsidiaries. The following table sets forth certain information with respect to those individuals who will serve as directors and executive officers of the Company immediately following the Effective Time:
NAME AGE PROJECTED POSITION WITH THE COMPANY Dr. Manfred G. Krukemeyer 34 Chairman of the Board R. J. Messenger 51 Vice Chairman of the Board and Chief Executive Officer Charles R. Miller 57 President, Chief Operating Officer and Director James G. VanDevender 48 Executive Vice President, Chief Financial Officer and Director Ronald R. Patterson 54 Executive Vice President and President, Healthcare Operations Robert C. Joyner 49 Senior Vice President, Secretary and General Counsel David R. Topper 48 Senior Vice President, Development George Asbell 47 Senior Vice President, Operations W. Warren Wilkey 51 Senior Vice President, Operations Michael M. Brooks 47 Senior Vice President, Acquisitions James Rush 49 Senior Vice President Lawrence A. Humphrey 40 Senior Vice President, Corporate Finance Michael D. Hofmann 56 Director Christian A. Lange 57 Director James A. Conroy 35 Director
In addition, there will be two additional Independent Directors who will be named to the Board prior to the Effective Time. 61 Dr. Krukemeyer, a German medical doctor, has been a director of the Company since its inception in January 1981, and Chairman of the Paracelsus Board since the death of his father, Dr. Hartmut Krukemeyer, the Company's founder and previous Chairman of the Board, in May 1994. Dr. Krukemeyer was Vice-Chairman of the Board from November 1983 until May 1994. Dr. Krukemeyer is also the Chief Executive Officer and sole shareholder of Paracelsus Klinik Osnabruck, which owns and operates 37 hospitals ranging in size from 100 to 400 beds in Germany, England and Switzerland. Dr. Krukemeyer is a graduate of the University of Vienna School of Medicine and practiced medicine in Europe before assuming full time business responsibilities in 1992. Mr. Messenger joined the Company in March 1984, as President, Chief Operating Officer and Secretary of the Company. He was promoted to Chief Executive Officer in 1992. Mr. Messenger has been a director since joining the Company in 1984. Prior to joining the Company, Mr. Messenger was the Regional Vice President of the National Medical Enterprises, Inc. ("NME") (now Tenet Healthcare) Southwestern and Eastern regions, and the Senior Vice President, Acquisitions and Development/Hospital Group, where he was responsible for all acquisitions and development projects on a national basis. Mr. Messenger has over 27 years of experience in the hospital industry. Mr. Messenger serves on the Board of Directors of the Federation of American Health Systems, the California Hospital Association and the Health Resources Institute, Inc. Mr. Messenger also serves as an advisory member on the Board of Directors of Liberty Mutual Insurance Company and on the Board of Councilors of the University of Southern California ("USC"). Mr. Messenger received a BS degree in Industrial Engineering in 1967 and a Masters degree in Healthcare Administration in 1969, both from USC. Mr. Miller has been the Chairman, President and Chief Executive Officer of Champion since its founding in February 1990. Mr. Miller has over 37 years of experience in the hospital industry. In 1981, he co-founded Republic Health Corporation ("Republic"), serving as President and a director of the company. In less than three years, Republic had revenues of $540 million and was the fifth largest publicly-held hospital management company, owning 23 acute hospitals, 20 psychiatric and substance abuse facilities and managing 18 hospitals and 3 specialty units. In 1986, Republic was acquired in a leveraged buy-out for $800 million. Mr. Miller, who declined to participate in the leveraged buyout of Republic, resigned as an officer and director of Republic in 1986. After leaving Republic, Mr. Miller and Mr. Brooks acquired in 1987 a general acute care hospital in El Paso, Texas and subsequently sold that facility in late 1988. During 1989, Mr. Miller did limited healthcare consulting and developed the business plan for Champion. Prior to co-founding Republic, Mr. Miller was employed for seven years by Hospital Affiliates International ("HAI"). Mr. Miller received a BBA in Personnel Management from Texas Tech University in 1968 and a Masters degree in Public Health Administration from the University of Texas in 1974. Mr. VanDevender has been the Executive Vice President, Chief Financial Officer, Secretary and Director of Champion since its formation in February 1990. Mr. VanDevender has approximately 24 years of experience in the hospital industry, including management positions in accounting and finance at the hospital level, and senior executive positions in accounting, finance, acquisitions and development and operations at the corporate level of multi-hospital companies. Mr. VanDevender was employed with Republic from 1981 until 1987 and was a Senior Vice President primarily responsible for Republic's acquisition and development function. Before joining Republic, Mr. VanDevender was employed for four years by HAI. From 1987 until 1990, Mr. VanDevender pursued private investments. He received his undergraduate degree in Accounting from Mississippi State University in 1970. Mr. Patterson has been Executive Vice President and Chief Operating Officer of Champion since 1994 after joining Champion in 1992 as Senior Vice President - -- Operations. Mr. Patterson has 26 years of experience in the healthcare industry. His operational responsibilities have included community hospitals, large university teaching hospitals, psychiatric hospitals, contract management of hospitals and specialty units and mobile diagnostic services. Prior to joining Champion, he was a 62 Senior Vice President with Harris Methodist Health System, a Fort Worth, Texas not-for-profit health care system from 1990 until 1991. From 1988 until 1990, Mr. Patterson did private turnaround management consulting in the health care industry. From 1982 to 1988, Mr. Patterson was employed by Republic, serving initially as an Operations Vice President and subsequently as Senior Vice President with responsibility for a major operating division. From 1975 to 1981, Mr. Patterson was employed in various management positions by HAI. Mr. Patterson is a Fellow in the American College of Health Care Executives. He received his undergraduate degree from the University of Houston in 1965 and a Masters degree in Health Care Administration from Trinity University in 1973. Mr. Joyner joined the Company as Vice President, Corporate Counsel and Assistant Secretary in 1986. Prior to joining the Company, Mr. Joyner served as Senior Vice President and Assistant General Counsel for NME. Mr. Joyner is a member of the California and Florida Bars, has practiced law since 1972 and has approximately 20 years of experience in the healthcare industry. In addition to his responsibilities as General Counsel he is responsible for the Paracelsus departments of Human Resources and Insurance and Risk Management. Mr. Joyner graduated with a BSBA degree in 1969 and a JD in 1972, both from the University of Florida. Mr. Topper joined the Company in February 1981, and in January 1985 became its Vice President, Development. He was promoted to Senior Vice President in 1993. Prior to joining the Company, Mr. Topper was with Community Psychiatric Centers in various senior management positions. Mr. Asbell joined the Company in September 1985 as Senior Financial Officer for the Eastern Region. He was promoted to Regional Vice President, Operations and Development in 1988 and served in that capacity until 1995 when he was promoted to Senior Vice President, Operations. He is responsible for all hospital operations of the Company. Prior to joining the Company, Mr. Asbell served for five years in various capacities with American Medical International. Mr. Wilkey joined Champion in 1995 and has served as Senior Vice President - -- Market Operations of Champion since February 1996. From January 1995 to January 1996, Mr. Wilkey served as Vice President Operations. Mr. Wilkey has approximately 26 years of experience in the health care industry, including group hospital operations, hospital administration and ancillary service management. For the six years prior to joining Champion, Mr. Wilkey was a Vice President and Director of Group Operations for Epic Healthcare Group, a publicly held hospital ownership and management company. Mr. Brooks has served as Senior Vice President -- Development since February 1996, and Senior Vice President -- Operations Controller/Administration of Champion since January 1992. From 1989 until 1992, Mr. Brooks did private consulting within the health care industry and was associated with Champion in this capacity from February 1991 to December 1991. Mr. Rush joined the Company as Vice President, Finance and Chief Financial Officer in February 1985. Prior to joining the Company, Mr. Rush was the Senior Vice President and Chief Financial Officer for over eight years at Summit Health Ltd., a healthcare company similar in size and operations to the Company. Mr. Rush is a Certified Public Accountant. Mr. Humphrey has served as Senior Vice President -- Corporate Finance of Champion since February 1996 and prior to that as Vice President of Operations - -- Finance of Champion. Prior to joining Champion in September 1993, Mr. Humphrey worked for NME from 1981. Mr. Humphrey has over 15 years of experience in health care finance and operations. Mr. Humphrey is a Certified Public Accountant. Mr. Hofmann has been a director of the Company since 1983. He has been an international consultant in finance and banking, with his own consulting practices in London, England and Fribourg, Switzerland for more than the last five years. In addition, between 1990 and 1992 Mr. Hofmann was the Chief Executive Officer of Swiss Bank Corporation in Germany. 63 Mr. Lange has been a director of the Company since 1983. He has been President of European Investors, Inc. since 1983, and has served as Chairman of the Board of European Investors Corporate Finance, Inc. Prior to 1983, he was a senior executive with Friedrich Flick Industrieverwaltung KgaA of Dusseldorf, Germany. Mr. Conroy has been a general partner of OGP Partners, L.P., the general partner of The Olympus Private Placement Fund, L.P. ("Olympus"), since 1990. Mr. Conroy is also a general partner of OGP II, L.P., the general partner of Olympus Growth Fund II, L.P. Olympus invests in growth companies, acquisitions and restructurings through the purchase of private equity and equity-linked securities. COMMITTEES OF THE NEW PARACELSUS BOARD EXECUTIVE COMMITTEE Under the Articles and the Bylaws the Board may, by resolution passed by the affirmative vote of at least 75% of the Board, appoint from its membership, annually, an executive committee of two or more directors, which shall include the Chief Executive Officer and the President of the Company. The Board may designate in such resolution one or more directors as alternate members of the Executive Committee, who may replace any absent or disqualified member at any meeting of the committee. The Executive Committee, during the intervals between meetings of the Board, will have authority and power to act on behalf of the Board as provided in the Bylaws. After the Merger, the initial members of the Executive Committee will be Messrs. Messenger, Miller and VanDevender. OTHER COMMITTEES OF THE BOARD The Board may, by resolution adopted by a majority of the authorized number of directors, designate one or more other committees, each consisting of two or more directors, to serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the authorized number of directors. Any such committee shall have authority to act in the manner and to the extent provided in the resolution of the Board and may have all the authority of the Board, except with respect to the limitations as set forth in the Bylaws. After the Merger, the Board will have the following committees, in addition to the Executive Committee, and the following respective initial members: (i) the Audit Committee (Mr. Conroy and two additional Independent Directors), (ii) the Finance and Strategic Planning Committee (Messrs. Hofmann and Lange and one Independent Director) and (iii) the Compensation Committee (Dr. Krukemeyer and two Independent Directors). MEETINGS AND ACTIONS OF COMMITTEES Meetings and actions of committees permitted by the provisions of the Articles will be governed by, and held and taken in accordance with each of the provisions of the Bylaws, with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members; PROVIDED, HOWEVER, that the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee, that special meetings of committees may also be called by resolution of the Board, and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of the Bylaws and the Articles. AGREEMENT REGARDING COMPOSITION OF COMMITTEES The Shareholder Agreement provides that, for so long as such agreement remains in effect, each committee of the Board (other than the Audit Committee and the Compensation Committee) will contain such numbers of Shareholder Directors or Transferee Directors so that the number of Shareholder Directors or Transferee Directors, when taken together, on each such committee shall be as nearly as possible proportional to the total number of Shareholder Directors and Transferee Directors on the Board. The Shareholder Agreement and Bylaws provide that the Audit Committee 64 will be comprised solely of Independent Directors and, for so long as the Paracelsus Shareholder is entitled to nominate any Shareholder Directors, the Compensation Committee will be comprised of one non-employee Shareholder Director, one Independent Director and one additional non-employee director. The parties have agreed to the initial composition of the Executive Committee as described under "-- Executive Committee" and the initial composition of the Finance and Strategic Planning Committee and have waived such composition requirements with respect to the initial composition of the Finance and Strategic Planning Committee. EXECUTIVE COMPENSATION The following table sets forth the compensation paid by Paracelsus to its then Chief Executive Officer and its then four other most highly compensated executive officers (the "Named Executive Officers") during the fiscal years ended September 30, 1995, 1994 and 1993. It is expected that Messrs. Messenger, Miller, VanDevender, Patterson and Joyner will serve, respectively, as the Company's Chief Executive Officer and four other most highly compensated executive officers following the Merger. See "Management." Information regarding the compensation paid by Champion to Messrs. Miller, VanDevender and Patterson in the fiscal years ended December 31, 1995, 1994 and 1993 is provided in footnotes to the following tables. Historical information regarding Dr. Krukemeyer, Harold E. Buck, who served as the Chief Operating Officer of Paracelsus until his retirement in April 1995, and Mr. Topper is provided pursuant to the requirements of the Commission. SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION ------------------------ AWARDS ANNUAL COMPENSATION ------------- PAYOUTS ------------------------------------------------- SECURITIES --------- OTHER ANNUAL UNDERLYING LTIP ALL OTHER NAME AND PRINCIPAL SALARY (1) BONUS (2) COMPENSATION OPTIONS (3)(4) PAYOUTS COMPENSATION(5)(6) POSITION YEAR ($) ($) ($) (#) ($) ($) Dr. Manfred George 1995 916,663 900,000 -- -- -- -- Krukemeyer, 1994 333,332 810,000 -- -- -- -- Chairman of the 1993 -- -- -- -- -- -- Board R.J. Messenger 1995 686,433 3,970,041 88,370(7) -- 895,134 10,860 President, Chief 1994 588,726 518,218 94,684(7) -- 457,246 7,288 Executive Officer 1993 585,717 471,107 59,550(7) -- 407,140 6,913 and Secretary Harold E. Buck 1995 392,221 -- -- -- 1,511,014 22,890 Chief Operating 1994 280,316 240,000 -- -- 18,704 13,933 Officer (8) 1993 255,000 212,000 -- -- 16,654 11,330 David R. Topper 1995 217,630 181,360 -- -- 486,074 7,466 Senior Vice 1994 212,831 172,696 -- -- 206,579 5,722 President, 1993 216,106 164,160 -- -- 351,229 5,361 Development Robert C. Joyner 1995 200,810 171,360 -- -- 142,240 7,332 Vice President and 1994 191,111 163,200 -- -- 91,683 6,386 General Counsel 1993 190,806 155,520 -- -- 7,286 5,905
- ------------------------------ (1) For the fiscal years ended December 31, 1995, 1994 and 1993, Champion paid a salary to Mr. Miller of $437,500, $295,000 and $234,167, respectively; to Mr. VanDevender, of $295,000, $235,417 and $181,667, respectively; and to Mr. Patterson, of $200,810, $191,111 and $190,806, respectively. (2) For the fiscal year ended December 31, 1995, Champion paid bonuses to Mr. Miller and Mr. Patterson of $225,000 and $150,000, respectively. For the fiscal years ended December 31, 1995 and 1993, Champion paid bonuses to Mr. VanDevender of $162,500 and $100,000, respectively. (3) For the fiscal year ended December 31, 1994, Champion awarded to Messrs. Miller, VanDevender and Patterson options to purchase 13,876, 128,000 and 150,690 shares of Champion Common Stock, respectively. 65 (4) Messrs. Miller, VanDevender and Patterson held, as of June 21, 1996, unexercised options representing the right to purchase 211,876, 350,000 and 270,690 shares of Champion Common Stock, respectively. As of such date, such options were exercisable as to 207,250, 307,333 and 220,460 shares, respectively, for an aggregate value of $1,582,594, $1,742,249 and $933,363, respectively, based upon a closing stock price of $10.875 per share on June 21, 1996. As of such date, such options were unexercisable as to 4,626, 42,667 and 50,230 shares, respectively, for an aggregate value of $8,674, $80,001 and $94,181, respectively, based upon a closing stock price of $10.875 per share on June 21, 1996. None of such options were granted or exercised in 1995. (5) For the fiscal year ended September 30, 1995, represents matching contributions by Paracelsus under its Employee Retirement Savings (401(k)) Plan and term life insurance premiums paid by Paracelsus. (6) For the fiscal years ended December 31, 1995 and 1994, Champion paid other compensation to Mr. Patterson of $2,310 and $2,250, respectively, representing in each case matching contributions under its Marathon 401(k) Plan. For the fiscal year ended December 31, 1993, Champion paid other compensation of $75,782 to Mr. Patterson as reimbursement of relocation expenses. (7) Represents perquisites and personal benefits, including, among other things, club dues in the amounts of $20,199, $43,767 and $31,449, respectively, in 1995, 1994 and 1993, and automobile-related expenses of $35,408 in 1995. (8) Retired in April 1995. The following table sets forth grants of phantom stock appreciation rights ("PSARs") in the fiscal year ended September 30, 1995 to the Named Executive Officers under the Paracelsus Healthcare Corporation Phantom Equity Long-Term Incentive Plan (the "Phantom Equity Plan"). LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
ESTIMATED FUTURE PAYOUTS UNDER NON-STOCK PRICE BASED PLANS NUMBER OF ---------------------------------------- NAME PSARS (1) PERIOD UNTIL PAYOUT THRESHOLD (2) TARGET (3) MAXIMUM (4) Dr. Manfred George Krukemeyer.................. -- -- -- -- -- R. J. Messenger.............. 500 10/1/92 - 9/30/96 $ 286,500 -- $ 1,536,667 Harold E. Buck............... 250 10/1/92 - 9/30/96 143,250 -- 768,333 David R. Topper.............. 250 10/1/92 - 9/30/96 143,250 -- 768,333 Robert C. Joyner............. 100 10/1/92 - 9/30/96 57,300 -- 307,349
- ------------------------------ (1) Under the Phantom Equity Plan, which is to be terminated in connection with the Merger, each participant was eligible to be awarded a certain number of PSARs effective as of the beginning of each fiscal year. The dollar value of each PSAR was determinable based on the Company's performance over a period of four fiscal years, beginning on the effective date of such PSAR award (a "Cycle"). At the end of a Cycle, if the participant had remained in service with Paracelsus throughout the Cycle, that participant's PSARs would vest and could be exchanged for an amount equal to the increase in the actual book value of the Company, if any, during that Cycle divided by 100,000. At the end of each Cycle, the Board could award additional PSARs if certain growth and income targets established at the beginning of the Cycle had been achieved. Such additional PSARs would be awarded effective as of the beginning of such Cycle. No more than 5,000 PSARs could be granted with respect to any particular Cycle. Upon consummation of the Merger, the Phantom Equity Plan will be terminated. In exchange for cancellation of all awards under the Phantom Equity Plan, participants will receive a lump sum in cash plus immediately exercisable Paracelsus Options with an exercise price equal to $0.01 per share. For information regarding the number of Paracelsus Options to be granted to the Named Executive Officers in connection with the cancellation of awards under the Phantom Equity Plan, see "-- 1996 Stock Incentive Plan." (2) The threshold amounts shown are calculated based on an assumed annual net income growth rate of 0%. If the actual annual net income growth rate were negative the threshold amount payable under the Phantom Equity Plan could reach zero. (3) The Phantom Equity Plan does not contemplate specific performance targets. If the percentage increase in annual net income for fiscal year 1995 were the same as that achieved in fiscal year 1994, the amounts payable would equal the amounts shown under the maximum payout column. (4) The maximum amounts shown are calculated based on an assumed annual net income growth rate of 20%, the annual net income growth rate at which the maximum number of PSARs become available to all participants under the Phantom Equity Plan. The Phantom Equity Plan does not impose any limit on the value of a PSAR, which would continue to increase with further increases in the annual net income growth rate. 66 1996 STOCK INCENTIVE PLAN The Company has adopted the Paracelsus Healthcare Corporation 1996 Stock Incentive Plan (the "1996 Stock Incentive Plan"), which will be administered by the Compensation Committee. All officers (including officers who are also directors), employees, consultants and advisors of the Company are eligible for discretionary stock-based incentive awards under the 1996 Stock Incentive Plan, including incentive stock options, non-qualified stock options, restricted stock, performance shares, stock appreciation rights ("SARs") and deferred stock. The 1996 Stock Incentive Plan authorizes the Compensation Committee to select eligible persons to receive awards and to determine certain terms and conditions of such awards, including the vesting schedule and exercise price of each award, and whether the vesting of such award will accelerate upon the occurrence of a change in control of the Company. Under the 1996 Stock Incentive Plan, non-qualified options may be granted with an option exercise price that is less than the then current market value of such stock. Under the 1996 Stock Incentive Plan, stock options, restricted stock, performance shares or SARs covering no more than 80% of the shares reserved for issuance under the 1996 Stock Incentive Plan may be granted to any participant in any one year. A total of 8,749,933 shares of Paracelsus Common Stock have been reserved for issuance under the 1996 Stock Incentive Plan. The 1996 Stock Incentive Plan may be amended, suspended or terminated at any time. However, the maximum number of shares that may be sold or issued under the 1996 Stock Incentive Plan may not be increased, nor may the class of persons eligible to participate in the 1996 Stock Incentive Plan be altered, without the approval of Paracelsus' shareholders; PROVIDED, HOWEVER, that adjustments to the number of shares subject to the 1996 Stock Incentive Plan and to individual awards thereunder and/or to the exercise price of awards previously granted are permitted without shareholder approval upon the occurrence of certain events affecting the capital structure of the Company. With respect to any other amendments to the 1996 Stock Incentive Plan, the Board may, in its discretion, determine that such amendment will become effective only upon approval by the shareholders of the Company if the Board determines that such shareholder approval may be advisable, such as for the purpose of obtaining or retaining any statutory or regulatory benefits under Federal or state securities laws, Federal or state tax laws or any other laws or for the purpose of satisfying applicable stock exchange listing requirements. In connection with the termination of PSARs and/or preferred stock units ("PSUs") previously granted under the Phantom Equity Plan, the Company has granted options under the 1996 Stock Incentive Plan to the Named Executive Officers. In addition, pursuant to their respective Employment Agreements (as defined below), the Company has granted additional options under the 1996 Stock Incentive Plan to Messrs. Messenger and Joyner, as described in the table below.
NUMBER OF SECURITIES UNDERLYING OPTIONS EXERCISE OR BASE GRANTED (#)(1) PRICE ($/SH) ------------------- ----------------- R.J. Messenger 513,000(2) 0.01 487,000(3) 0.01 1,000,000(4) 12.00 Robert C. Joyner 160,933(2) 0.01
- ------------------------ (1) Pursuant to their respective Employment Agreements (as defined below), the Company has granted to Messrs. Miller, VanDevender and Patterson under the 1996 Stock Incentive Plan Value Options (as defined below) representing the right to purchase 336,000, 180,000 and 180,000 of Paracelsus Common Stock, respectively, and Market Options (as defined below) representing the right to purchase 1,000,000, 540,000 and 240,000 shares of Paracelsus Common Stock, respectively. (2) Indicates options granted in exchange for cancellation of PSARs and/or PSUs under the Phantom Equity Plan. Options are vested and exercisable immediately upon consummation of the Merger and have a term of ten years from the date of grant. 67 (3) Options are vested and exercisable immediately upon consummation of the Merger and have a term of ten years from the date of grant (the "Value Options"). (4) Options vest and become exercisable in 25% installments on each of the first four anniversaries of the consummation of the Merger and have a term of ten years from the date of grant (the "Market Options"). PERFORMANCE BONUS PLAN The Board has adopted the Paracelsus Healthcare Corporation Executive Officer Performance Bonus Plan (the "Performance Bonus Plan") covering eligible officers of the Company. The Performance Bonus Plan will be administered by the Compensation Committee, which each year will select the officers of the Company who will be eligible to receive awards under the Performance Bonus Plan. Upon achievement by the Company of certain targeted operating results or other performance goals, such as operating income, pre-tax income or earnings per share, the Company will pay performance bonuses, the aggregate amounts of which will be determined annually based upon an objective formula. The actual amount of such bonuses may be proportionately greater or less than the target bonus established for each participant, to the same extent to which the Company's actual performance exceeds or falls short of the targeted goals. The Employment Agreements provide for certain minimum bonuses upon the achievement of targeted performance criteria under the Performance Bonus Plan. See "-- Employment Contracts and Termination of Employment Agreements." SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN The matrix below sets forth benefits payable to the Named Executive Officers under the Paracelsus Healthcare Corporation Supplemental Executive Retirement Plan (the "SERP"). Amounts shown represent the annual benefits to which the Named Executive Officers would be entitled under the SERP (assuming payment in the form of a single life annuity), but do not reflect an offset with respect to certain Social Security benefits.
YEARS OF SERVICE AVERAGE ANNUAL ------------------------------------- COMPENSATION 5 10 15 $ 100,000 $ 18,350 $ 36,700 $ 55,050 125,000 22,938 45,875 68,813 150,000 27,525 55,050 82,575 175,000 32,113 64,225 96,338 200,000 36,700 73,400 110,100 225,000 41,228 85,575 123,863 250,000 45,875 91,750 137,625 300,000 55,050 110,100 165,150 400,000 73,400 146,800 220,200 500,000 91,750 183,500 275,250 600,000 110,100 220,200 330,300 700,000 128,450 256,900 385,350 800,000 146,800 293,600 440,400
SERP benefits for the Named Executive Officers are determined, subject to certain vesting requirements, as (i) the product of (x) years of service with the Company, (y) 3.67% for officer participants (2.33% for non-officer participants) and (z) average earnings for the final 36 months of employment, less (ii) a percentage of the participating officer's Social Security benefits. SERP benefits for the Named Executive Officers generally accrue and vest ratably over a 15-year period. However, upon a change in control of the Company, each Named Executive Officer will immediately become fully vested and entitled to full benefits under the SERP, regardless of his actual number of years of service with the Company, in the event of a termination by such person of his employment or a termination of such person by the Company without cause after such change in control. Under the SERP, the term "change in control" is defined to include, among other things, certain offerings of equity securities pursuant to a registration statement, including the registration statement filed in 68 connection with the Merger. Thus, consummation of the Merger will constitute a change in control for the Named Executive Officers. In addition, pursuant to their Employment Agreements, Messrs. Miller, VanDevender and Patterson will each receive credit for eligibility, vesting and benefit accrual purposes under the SERP for their prior service with Champion. Immediately following the Effective Time of the Merger, Messrs. Messenger, Topper, Joyner, Miller, VanDevender and Patterson will each have, respectively, 15, 15, 15, 6, 6 and 4 years of credited service under the SERP. Mr. Buck retired in April 1995 with 11 years of service and is currently receiving benefits under the SERP. Dr. Krukemeyer does not participate in the SERP. COMPENSATION OF DIRECTORS Following the Merger, it is anticipated that non-employee directors of the Company will receive an annual fee of $30,000 and a fee of $2,500 for each meeting of the Board or any committee thereof attended, up to a maximum of $50,000 per year. Directors of the Company who are also employees of the Company will not receive any additional compensation for their service as directors. All directors will be reimbursed for expenses incurred in the performance of their duties. For information regarding a service agreement pursuant to which Dr. Krukemeyer will provide consulting services to the Company (not in his capacity as Chairman of the Board) see "Certain Relationships and Related Transactions -- Services Agreement." EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AGREEMENTS In connection with the consummation of the Merger, Messrs. Messenger and Joyner's existing employment agreements with Paracelsus and Messrs. Miller, VanDevender and Patterson's employment agreements with Champion will be terminated and replaced with new employment agreements (the "Employment Agreements") as described below. Such officers' respective Employment Agreements provide that they will serve in the following capacities: Mr. Messenger as Chief Executive Officer and, for so long as he is a Shareholder Director, the Vice Chairman of the Board and the Chairman of the Executive Committee; Mr. Miller as President and Chief Operating Officer, a director on the Board and, for so long as he is a director, a member of the Executive Committee; Mr. VanDevender as Executive Vice President and Chief Financial Officer, a director on the Board and, for so long as he is a director, a member of the Executive Committee; Mr. Patterson as Executive Vice President and President, Healthcare Operations; and Mr. Joyner as Senior Vice President, Secretary and General Counsel. Each of the Employment Agreements of Messrs. Messenger, Miller and VanDevender will have an initial term of five years, and each of the Employment Agreements of Messrs. Patterson and Joyner will have an initial term of three years. Each of the Employment Agreements of Messrs. Messenger, Miller and VanDevender will be renewed automatically upon expiration of its initial term and any subsequent five-year term unless the Company or any of Messrs. Messenger, Miller or VanDevender, as applicable, gives 12 months' prior notice that such agreement will not be renewed. Upon expiration of their initial terms, each of the Employment Agreements of Messrs. Patterson and Joyner will be renewed automatically one time only for three and two additional years, respectively, unless the Company or either of Messrs. Patterson or Joyner, as applicable, gives 12 months' prior notice that such agreement will not be renewed. Under the Employment Agreements, each of such officers will be entitled to receive a base salary and an annual bonus and will be entitled to participate in the stock option plans of the Company that are generally available to the executives of the Company. The initial base salary of each of such officers under his respective Employment Agreement is as follows: Mr. Messenger: $750,000; Mr. Miller: $500,000; Mr. VanDevender: $350,000; Mr. Patterson: $350,000; and Mr. Joyner: $240,000. The maximum bonuses payable upon the achievement of targeted performance criteria under the Performance Bonus Plan, expressed as a percentage of base salary, will be as follows: Mr. Messenger: 100%; Mr. Miller: 85%; Mr. VanDevender: 70%; Mr. Patterson: 70%; and Mr. Joyner: 60%. Each of Messrs. Messenger, Miller, VanDevender and Patterson will be granted Paracelsus Options as described in "-- 1996 Stock Incentive Plan." Each of Messrs. Miller, VanDevender and Patterson will 69 also receive credit for eligibility, vesting and benefit accrual purposes under the SERP with respect to their respective years of prior service with Champion. See "-- Supplemental Executive Retirement Plan." In addition, Messrs. Miller, VanDevender and Patterson will receive bonuses in the respective amounts of $1,200,000, $750,000 and $500,000 in connection with the termination of their prior employment agreements with Champion. Each of Messrs. Messenger, Joyner, Miller, VanDevender and Patterson is generally prohibited from competing with the Company while employed by the Company. In certain circumstances, each of Messrs. Miller, VanDevender and Patterson will be prohibited from so competing for two years following termination during the initial term of his Employment Agreement, and each of Messrs. Messenger and Joyner will be prohibited from so competing for one year following termination of his Employment Agreement during the initial term of his Employment Agreement. All such officers will be prohibited from so competing for one year following termination during successive terms of his agreement. Under the Employment Agreements, the employment of Messrs. Messenger, Miller and VanDevender cannot be terminated by the Company without the prior approval of two-thirds of the Board. If any of Messrs. Messenger, Miller or VanDevender is terminated without "Cause" or resigns for "Good Reason" (each as defined in his Employment Agreement), such officer's outstanding options will immediately vest and become exercisable and such officer will be entitled to receive a lump sum payment equal to the greater of (x) his current base salary and annual target bonus payable over the remaining term of employment or (y) three times his current base salary plus annual target bonus. If Mr. Patterson is terminated by the Company without "Cause" or resigns for "Good Reason" (each as defined in his Employment Agreement), his outstanding options will immediately vest and become exercisable and he will be entitled to receive a lump sum payment equal to the greater of (x) his current base salary and annual target bonus payable over the remainder of his contract term or (y) 2.5 times his current annual salary plus annual target bonus. If Mr. Joyner is terminated by the Company without "Cause" or resigns for "Good Reason" (each as defined in his Employment Agreement), his outstanding options will immediately vest and become exercisable and he will be entitled to receive a lump sum payment equal to the greater of (x) his current base salary and annual target bonus payable over the remainder of his contract term or (y) two times his current annual salary plus annual target bonus. Upon termination of the employment of any of Messrs. Messenger, Joyner, Miller, VanDevender or Patterson by the Company without "Cause" or by such officer for "Good Reason," such officer would be entitled to receive a lump sum payment equal to the total amount of any excise taxes to which such officer may become subject under section 4999 of the Code. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Prior to the Merger, the Company did not have a compensation committee. Dr. Krukemeyer and Mr. Messenger each participated in deliberations of the Board concerning executive officer compensation during fiscal 1995. Following the Merger, the Compensation Committee is expected to consist of Dr. Krukemeyer and two Independent Directors. See "Certain Relationships and Related Transactions," immediately below, for information regarding certain agreements between Dr. Krukemeyer and the Company. 70 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS PARTICIPANTS AGREEMENT Champion has entered into an Agreement in Contemplation of Merger, dated as of April 12, 1996, with certain holders of Champion securities (the "Participants Agreement") pursuant to which, among other things: (i) holders of all of the outstanding Champion Notes have agreed to waive their rights to require Champion to repurchase the Champion Notes as a result of the "change of control" (as defined in the Participants Agreement) of Champion occurring as a result of the Merger; (ii) at such time as the Company completes a "qualified debt offering" of at least $100 million that also meets certain other conditions, the Company or Champion will have the right to repay, and such noteholders will have the right to demand repayment, of their Champion Notes at specified prices; (iii) holders of warrants attached to certain of such Champion Notes will agree to the assumption by the Company of Champion's obligations with respect to such warrants; and (iv) a stockholders' agreement among certain of Champion's stockholders will be terminated. The Notes Offering will be a qualified debt offering under the Participants Agreement, and, upon completion of the Notes Offering, the Company intends to loan all of the proceeds therefrom to Champion to prepay all of the outstanding Champion Notes in accordance with the terms thereof, as amended by the Participants Agreement. See "The Merger and Financing." SHAREHOLDER AGREEMENT It is a condition to the Merger that prior to the Effective Time the Company enter into a Shareholder Agreement with the Paracelsus Shareholder pursuant to which such shareholder will agree, among other things; (i) to certain "standstill" provisions; (ii) to certain transfer restrictions with respect to the Company's voting securities; (iii) not to acquire additional voting securities of the Company if, after giving effect to such acquisition, such shareholder would beneficially own more than 66 2/3% of the total voting power of the Company, except under certain circumstances; and (iv) to sell in, tender into and vote in favor of, as the case may be, certain acquisition proposals involving the Company. The Shareholder Agreement will also provide the Paracelsus Shareholder with the right to designate the four Shareholder Directors and a right of first refusal in connection with certain acquisition proposals for Paracelsus. See "Management -- Directors and Executive Officers." PARACELSUS SHAREHOLDER REGISTRATION RIGHTS AGREEMENT Pursuant to the Merger Agreement, prior to the Effective Time, the Company and the Paracelsus Shareholder will enter into a registration rights agreement (the "Paracelsus Shareholder Registration Rights Agreement"). For a ten-year period the Paracelsus Shareholder will generally have the right to require the Company, on up to five separate occasions, to register for sale under the Securities Act shares of Paracelsus Common Stock owned beneficially or of record by the Paracelsus Shareholder (each a "Demand Registration"). Subject to certain limitations, any Demand Registration may be for a shelf registration under Rule 415 under the Securities Act. The Paracelsus Shareholder Registration Rights Agreement will also grant the Paracelsus Shareholder customary "piggyback" registration rights with respect to registrations by the Company or pursuant to registration rights of other parties. The Company will be required to pay all costs, fees and expenses incident to its performance of the Paracelsus Shareholder Registration Rights Agreement. CHAMPION INVESTORS REGISTRATION RIGHTS AGREEMENTS Pursuant to the Merger Agreement, as of the Effective Time, certain of the existing holders of Champion Capital Stock and holders of warrants exercisable for shares of Champion Common Stock ("Champion Warrants") who are issued shares of Paracelsus Common Stock in the Merger or may be issued shares of Paracelsus Common Stock upon exercise of warrants exercisable for shares of Paracelsus Common Stock ("Paracelsus Warrants") (the "Champion Investors") will enter into registration rights agreements (the "Champion Investors Registration Rights Agreements") with the Company as follows: (i) with the holders of Series D Champion Warrants, an agreement to file one registration statement at the request of holders of Series D Paracelsus Warrants exercisable for more than 50% of the shares of Paracelsus Common Stock issuable upon the exercise of all of such warrants; 71 (ii) with the holders of the Series E Champion Warrants, an agreement to file one registration statement at the request of holders of Series E Paracelsus Warrants exercisable for more than 50% of the shares of Paracelsus Common Stock issuable upon exercise of all of such warrants; and (iii) with certain Champion Investors who will immediately following the Effective Time own more than 1% of the outstanding shares of Paracelsus Common Stock, an agreement (the "Champion Affiliates Registration Rights Agreement") pursuant to which the Company will agree to file one registration statement upon the request of such holders holding at least 25% of shares of Paracelsus Common Stock held by such holders. Pursuant to the terms of each Champion Investors Registration Rights Agreement, for a two-year period the Champion Investors, as parties to the respective Champion Investors Registration Rights Agreement, will generally have the right to require the Company to register for sale under the Securities Act the shares of Paracelsus Common Stock owned beneficially or of receipt by the Champion Investors (a "Champion Investors Demand Registration") PROVIDED, that, in the case of the Champion Affiliates Registration Rights Agreement, such demand right will expire upon the occurrence of a public offering by the Company equity securities that results in proceeds of at least $50 million, including without limitation the Equity Offering. Subject to certain limitations, any Champion Investors Demand Registration may be for a shelf registration under Rule 415 of the Securities Act. The Champion Investors party to each such Champion Investors Registration Rights Agreement will also have in the aggregate one customary piggyback registration right with respect to registrations by the Company, which "piggyback" right will expire upon consummation of the Secondary Equity Offering, and PARI PASSU "piggyback" registrations with respect to registrations by the Company and certain selling shareholders, subject to customary underwriters' cutbacks. The Company will be required to pay all costs, fees and expenses incident to its performance of each of the Champion Investors Registration Rights Agreements, other than any commissions, fees or discounts payable to brokers, dealers or underwriters. SERVICES AGREEMENT The consummation of the Merger is conditioned upon the Company entering into an agreement (the "Services Agreement") with Dr. Krukemeyer, pursuant to which Dr. Krukemeyer will provide high-level management and strategic advisory services to the Company following the Merger. The term of the Services Agreement is ten years, and the Company will pay Dr. Krukemeyer a consulting fee of $1 million per year, commencing upon the execution of the Services Agreement. The Services Agreement may be terminated only by mutual consent of the parties. INSURANCE AGREEMENT The consummation of the Merger is conditioned upon the Company and Dr. Krukemeyer entering into an insurance agreement (the "Insurance Agreement") pursuant to which the Company will obtain and maintain an insurance policy or other death benefit with respect to Dr. Krukemeyer's life in an amount sufficient to provide an aggregate of $1.0 million of annual payments to his beneficiaries for a term commencing upon his death (if such death occurs prior to the tenth anniversary of the Effective Time) and extending to the tenth anniversary of the Effective Time. The Insurance Agreement may be terminated only by the mutual consent of the parties. NON-COMPETE AGREEMENT The consummation of the Merger is conditioned upon Dr. Krukemeyer and the Company entering into the Non-Compete Agreement. The Non-Compete Agreement will provide that, from the date of the Shareholder Agreement to the date of termination of the Shareholder Agreement with respect to Dr. Krukemeyer or any affiliates or associates of Dr. Krukemeyer, neither Dr. Krukemeyer nor any of his affiliates shall, without the prior written consent of the Company, (i) directly or indirectly, compete with the Company and its subsidiaries in the Business (as hereinafter defined) in the Restricted Area (as hereinafter defined) or (ii) have any interest, directly or indirectly, in any entity engaged in the Business in the Restricted Area. As used in the Non-Compete Agreement, the term "Business" is defined as owning, leasing or 72 managing hospitals and ambulatory care centers, excluding any ancillary hospital service business related to such business, including, without limitation, dietary, maintenance, security and other related service businesses, and the term "Restricted Area" is defined as each and every county or state of the United States of America. Nothing in the Non-Compete Agreement will prohibit Dr. Krukemeyer from (x) owning, directly or indirectly, control of a person (the "Subject Company") if the Subject Company is not primarily engaged, directly or indirectly, in the Business in the Restricted Area and, within 12 months after such acquisition, he causes the Subject Company to divest any business or assets of the Subject Company that engage in the Business in the Restricted Area or (y) owning, directly or indirectly, not more than 5% of any class of voting securities of a publicly traded person that is engaged, directly or indirectly, in the Business in the Restricted Area. The Non-Compete Agreement will also provide that if the length of time or geographical area set forth in it is deemed too restrictive by a court, then such time or area shall be reduced to a time or area that such court may deem reasonable under the circumstances. The Non-Compete Agreement will be governed by Texas law. Under the Non-Compete Agreement, Dr. Krukemeyer will further agree that following the Effective Time, neither he nor any of his affiliates will, without the prior written consent of the Company, directly or indirectly, solicit for employment any current key employee or officer of the Company or any of its subsidiaries; PROVIDED, that the foregoing restriction shall not apply to employees no longer employed by the Company or its subsidiaries or to employees who respond to general solicitations of employment not specifically directed toward such key employees or officers of the Company or its subsidiaries or, in the case of certain international projects, to Mr. Messenger. DIVIDEND; DIVIDEND AND NOTE AGREEMENT The consummation of the Merger is conditioned upon the Company and the Paracelsus Shareholder entering into the Dividend and Note Agreement. Pursuant to the Dividend and Note Agreement, the Paracelsus Shareholder will agree to purchase the Shareholder Subordinated Note from the Company for $7.2 million promptly after receipt of the Dividend. The Shareholder Subordinated Note will have a term of ten years, will bear interest at the rate of 6.51% per year and will provide for payments of principal and accrued interest in an aggregate annual amount of $1 million. Prior to the Effective Time, Paracelsus will declare the Dividend, which will be paid no later than 60 days after the Effective Time. See "The Merger and Financing -- Paracelsus Dividend Prior to Effective Time." VOTING AGREEMENT At or prior to the Effective Time, the Paracelsus Shareholder and Messrs. Miller and VanDevender will enter into a voting agreement (the "Voting Agreement") pursuant to which Messrs. Miller and VanDevender will agree to vote, or cause to be voted, the shares of Paracelsus Common Stock beneficially owned by each of them and their respective affiliates (a) with the Paracelsus Shareholder to approve any Shareholder Proposal (as defined in the Shareholder Agreement) contemplated by the Shareholder Agreement and any related actions (including voting against any action or agreement that may impede, interfere with or adversely affect any such approved Shareholder Proposal) and (b) as the Paracelsus Shareholder is required to vote with respect to any such Shareholder Proposal pursuant to the Shareholder Agreement and any Approved Acquisition Proposal (as defined in the Shareholder Agreement) under the Shareholder Agreement. In addition, the Voting Agreement will provide that Messrs. Miller and VanDevender agree to sell (including by tender or otherwise) their shares of Paracelsus Common Stock in any transaction for which they are required to vote under the terms of the Voting Agreement. The Voting Agreement will also provide that, if any of the amendments to any of the stock option agreements under the Champion Founders' Stock Option Plan is not approved at the Special Meeting of Champion stockholders to be held in connection with the Merger, Messrs. Miller and VanDevender and the Paracelsus Shareholder will vote for the approval of such amendments if presented at the next meeting of the Company's shareholders and will use their respective best efforts to cause such amendments to be presented as shareholder proposals at such meeting. Each of Messrs. Messenger, Miller and VanDevender has also 73 agreed that prior to his disposing of any of his Paracelsus Common Stock, he will provide the Paracelsus Shareholder with the opportunity for three days after the date of notice of sale to purchase his shares at the market value on the date of such notice of sale. The Voting Agreement will remain in effect for so long as the Shareholder Agreement is in effect with respect to the Paracelsus Shareholder. FIRST REFUSAL AGREEMENT At or prior to the Effective Time, Dr. Krukemeyer and Messrs. Messenger, Miller, VanDevender, Patterson and will enter into an agreement (the "First Refusal Agreement") pursuant to which Dr. Krukemeyer will have the right, during a period generally equal to the lesser of the length of each such person's employment with the Company or five years, to purchase shares of Paracelsus Common Stock beneficially owned by each such person which they which may from time to time determine to sell. OTHER TRANSACTIONS A sole proprietorship doing business as Paracelsus Klinik, currently owned by Dr. Krukemeyer, is party to the Amended and Restated Know-how Contract, dated as of October 1, 1988, as amended, with Paracelsus (the "Know-how Contract"). The Know-how Contract provides for the transfer of specified know-how to the Company. The Know-how Contract provides for an annual payment of the lesser of $400,000 or 0.75% of Paracelsus' net operating revenue, as defined in the Know-how Contract. The Know-how Contract will be terminated upon consummation of the Merger. The Company's rights under the Know-how Contract will be replaced with a royalty-free license from Paracelsus Klinik. In November 1993, the Company lent Dr. Krukemeyer $3.2 million under a promissory loan agreement. In April 1994, the Company lent Dr. Krukemeyer an additional $1.8 million under a new $5.0 million promissory loan agreement which replaced the existing $3.2 million promissory loan agreement. The note balance and interest are due in annual payments of $1.0 million each May 1, commencing May 1, 1995 through May 1, 1999 with interest at 8% per annum. The balance outstanding under the note at May 31, 1996 was $3.0 million. This loan will be repaid in full contemporaneously with the payment by the Company of the Dividend. In August 1994, Dr. Krukemeyer and Internationale Nederlanden (U.S.) Capital Corporation ("INCC") entered into certain arrangements relating to the extension of credit by INCC to Dr. Krukemeyer. In connection with such extension of credit to Dr. Krukemeyer, the Company entered into certain agreements with INCC agreeing to pay to Dr. Krukemeyer, to the extent permitted by the provisions of certain senior debt of the Company (i) transfer payments, such as dividends and know-how payments in an amount equal of the consolidated net income of the Company on a quarterly basis and (ii) salary and bonus payments equal to a minimum of $2.0 million per year. The $10.5 million outstanding under this loan will be repaid in full contemporaneously with the payment by Paracelsus of the Dividend. The Paracelsus Shareholder, which is wholly owned by Dr. Krukemeyer, and certain Champion Investors, including an associated entity of Mr. Conroy, will have rights to both require and participate in the filing of registration statements by the Company with the Commission. See "-- Paracelsus Shareholder Registration Rights Agreement" and "-- Champion Investors Registration Rights Agreements." Messrs. Hofmann and Lange serve as directors of the Company and also as financial consultants under a contract entered into with the Company on July 4, 1983. The consulting services provided involve the coordination of the Company's policies and strategies and, to a lesser extent, the financial affairs of the Company. The consultants also advise the Company as to certain matters involving the healthcare industry. These contracts provide for aggregate annual payments of $250,000 each and reimbursement for certain out-of-pocket expenses. The Company believes that the terms of the Company's arrangements with Messrs. Hofmann and Lange are at least as favorable as could have been obtained from unaffiliated third parties. These consulting arrangements will be terminated upon consummation of the Merger. 74 SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS The following table sets forth as of June 16, 1996 the number of shares of Paracelsus Common Stock expected to be beneficially owned by (i) each person expected by the Company to beneficially own more than 5% of the shares of Paracelsus Common Stock, (ii) each of the Company's directors, (iii) the Named Executive Officers, (iv) Messrs. Miller, VanDevender and Patterson who, along with Messrs. Messenger and Joyner, will serve as the Company's Chief Executive Officer and four other most highly compensated executive officers following the Merger and (v) all directors and executive officers as a group. Unless otherwise indicated, the shareholders have sole voting and investment power with respect to shares of Paracelsus Common Stock to be beneficially owned by them after the Effective Time. In addition, unless otherwise indicated each such person's business address is 515 W. Greens Road, Suite 800, Houston, Tx 77067.
AMOUNT AND NATURE OF PERCENT OF NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS (1) Park Hospital GmbH (2)........................................................ 29,771,742 60.2% Am Natruper Holz 69 4500 Osnabrueck Federal Republic of Germany Dr. Manfred George Krukemeyer (2)............................................. 29,771,742 60.2% R.J. Messenger (3)............................................................ 1,000,000 2.0 Charles R. Miller (4)......................................................... 1,075,026 2.1 James G. Van Devender (5)..................................................... 630,000 1.3 Ronald R. Patterson (6)....................................................... 461,761 0.9 Robert C. Joyner (7).......................................................... 160,933 0.3 Harold E. Buck................................................................ -- -- David R. Topper............................................................... 200,000 0.4 First Interstate Bank of California, as Trustee (8)(9)........................ 2,681,972 5.4 707 Wilshire Boulevard, W-11-2 Los Angeles, CA 90017 Donaldson, Lufkin & Jenrette, Inc. (9)(10).................................... 2,785,453 5.6 277 Park Avenue New York, NY 10172 The Equitable Companies Incorporated (9)(10).................................. 2,785,453 5.6 277 Park Avenue New York, NY 10172 All directors and executive officers as a group (24 persons).................. 33,242,775 67.0%
- ------------------------ (1) Based on 49,477,167 shares of Paracelsus Common Stock expected to be outstanding immediately following the consummation of the Merger. (2) Park Hospital GmbH, a German corporation wholly owned by Dr. Krukemeyer, is the record owner of such shares. (3) Shares issuable with respect to stock options exercisable within 60 days. (4) Includes 543,250 shares issuable with respect to stock options exercisable within 60 days. (5) Includes 567,334 shares issuable with respect to stock options exercisable within 60 days. (6) Includes 400,460 shares issuable with respect to stock options exercisable within 60 days. 75 (7) Shares issuable with respect to stock options exercisable within 60 days. (8) Voting power only. Trustee under a ten-year voting trust agreement dated August 31, 1995, granting it sole voting power of the securities it holds on behalf of Sprout Growth, Sprout VI, DLJ II, Growth II, and DLJCC (each as defined below). (9) DLJ II may be deemed to be the beneficial owner of 37,606 shares held by First Interstate Bank of California ("First Interstate") as trustee (the "DLJ II Shares"). DLJ Fund Associates II ("Associates II"), as the general partner of DLJ II, may be deemed to beneficially own indirectly the DLJ II Shares. Growth may be deemed to be the beneficial owner of 773,909 shares held by First Interstate, as trustee (the "Growth Shares"). DLJ Growth Associates ("Associates"), as a general partner of Growth, may be deemed to beneficially own indirectly the Growth Shares. Sprout VI may be deemed to be the beneficial owner of 170,109 shares held by First Interstate, as trustee (the "Sprout VI Shares"). Growth II may be deemed to be the beneficial owner of 635,652 shares by First Interstate, as trustee (the "Growth II Shares"). DLJCC may be deemed to be the beneficial owner of 64,693 shares held by First Interstate, as trustee. DLJCC, because of its relationships with DLJ II, Associates II, Growth and Associates, and as the managing general partner of each of Sprout VI and Growth II, also may be deemed to be beneficially own indirectly the DLJ II Shares, the Growth Shares, the Sprout VI Shares and the Growth II Shares, for an aggregate of 2,681,969 (the "DLJCC Shares"). DLJ First ESC L.L.C. ("ESC") may be deemed to be the beneficial owner of 1,969 shares. DLJ LBO Plans Management Corporation ("LBO"), as the manager of ESC, may be deemed to beneficially own indirectly 1,266 of the ESC shares. DLJ may be deemed to be the beneficial owner of 101,512 shares. As the sole stockholder of DLJCC and DLJ, Donaldson, Lufkin & Jenrette, Inc. ("Donaldson, Lufkin") may be deemed to beneficial own indirectly the DLJCC Shares and the DLJ Shares. In addition, as the sole stockholder of LBO, Donaldson Lufkin may be deemed to beneficially own indirectly the shares that are beneficially owned indirectly by LBO. Accordingly, Donaldson, Lufkin may be deemed to beneficially own indirectly an aggregate of 2,785,450 shares of Common Stock (the "Donaldson, Lufkin Shares"). As the sole stockholder of Donaldson, Lufkin, The Equitable Companies Incorporated ("Equitable") may be deemed to beneficially own indirectly the Donaldson, Lufkin Shares. In addition, the following entities, by reason of their relationship with Equitable or Donaldson, Lufkin may be deemed to beneficially own indirectly the Donaldson, Lufkin Shares: AXA, FINAXA, AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, Uni Europe Assurance Mutuelle, Alpha Assurances Vie Mutuellle, Alpha Assurances I.A.R.D. Mutuelle, Claude Be Bear, as voting trustee, Patrice Garnier, as Voting Trustee, Henri de Clermont-Tonnerre, as voting trustee. (10) Not held of record, but may be deemed beneficially owned. 76 DESCRIPTION OF THE NOTES GENERAL The Notes will be issued pursuant to the Indenture to be dated as of , 1996 between the Company and AmSouth Bank, N.A., as trustee (the "Trustee"), a copy of which has been filed as an exhibit to the Registration Statement of which this Prospectus is a part. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the Trust Indenture Act for a statement thereof. The following summary of certain provisions of the Indenture does not purport to be complete and is qualified in its entirety by reference to the Indenture, including the definitions therein of certain terms used below. The definitions of certain terms used in the following summary are set forth below under "-- Certain Definitions." Capitalized terms not otherwise defined below or elsewhere in this Prospectus have the meanings given to them in the Indenture. As used in this "Description of the Notes," the term the "Company" refers to Paracelsus Healthcare Corporation and not to any of its subsidiaries. The Notes will be general unsecured obligations of the Company, subordinated in right of payment to all existing and future Senior Indebtedness of the Company, including Indebtedness pursuant to the Existing Paracelsus Credit Facility and, upon consummation of the Credit Facility Refinancing, the New Credit Facility. See "-- Subordination." On a pro forma basis, after giving effect to the Merger and the Offerings, the Company would have had approximately $120.6 million of Senior Indebtedness outstanding at May 31, 1996 ($176.5 million interest giving effect to the Equity Offering), of which approximately $117.1 million would have been secured indebtedness ($173.0 million without giving effect to the Equity Offering). The Notes will also be effectively subordinated to all existing and future indebtedness and other liabilities of the Company's subsidiaries (including Champion), which after giving effect to the Merger and the Offerings would have been approximately $20.5 million at May 31, 1996. In addition, the Company will have $75.0 million of Existing Senior Subordinated Notes that rank PARI PASSU with the Notes. PRINCIPAL, MATURITY AND INTEREST The Notes will be limited to $250,000,000 in aggregate principal amount and will mature on , 2006. Interest on the Notes will accrue at the rate of % per annum and will be payable semi-annually in arrears on and of each year, commencing , 1997, to Holders of record on the immediately preceding and , respectively. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Principal, premium, if any, and interest on the Notes will be payable at the office or agency of the Company maintained for such purpose within the City and State of New York or, at the option of the Company, payments of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes. Until otherwise designated by the Company, the Company's office or agency in New York will be the office of the Trustee maintained for such purpose. The Notes will be issued in denominations of $1,000 and integral multiples thereof. SUBORDINATION The indebtedness evidenced by the Notes will, to the extent set forth in the Indenture, be subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness. Upon any payment or distribution of assets of the Company to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency or similar proceedings of the Company, the holders of Senior Indebtedness will first be entitled to receive payment in full of all Obligations due in respect of Senior Indebtedness (including interest accruing after the commencement of a bankruptcy or insolvency at the rate specified in the applicable Senior Indebtedness and including, without limitation, in respect 77 of premiums, indemnities or otherwise, and all indebtedness under the Existing Paracelsus Credit Facility and, upon consummation of the Credit Facility Refinancing, the New Credit Facility which is disallowed, avoided or subordinated pursuant to Section 548 of Title 11, United States Code or any applicable state fraudulent conveyance law), before the Holders of Notes will be entitled to receive any payment of principal of premium, if any, or interest on the Notes, including any amounts that become due as a result of a Change of Control Offer or an Asset Sale Offer, and until all Obligations with respect to Senior Indebtedness are paid in full, any distribution to which the holders of Notes would be entitled shall be made to the holders of Senior Indebtedness (except that holders of Notes may receive and retain securities ("Junior Securities") distributed or paid in respect of the Notes that are subordinated at least to the same extent as the Notes to Senior Indebtedness). The Company also may not make any payment upon or in respect of the Notes (except in Junior Securities) if (i) a default in the payment of the principal of, premium, if any, or interest on Senior Indebtedness occurs and is continuing beyond any applicable period of grace (whether by acceleration or otherwise) or (ii) any other default shall have occurred and be continuing that would permit holders of Designated Senior Indebtedness to accelerate the maturity of such Designated Senior Indebtedness and the Trustee and the Company receive a written notice (a "Payment Blockage Notice") of such default from the holders of such Designated Senior Indebtedness. With respect to clause (b) above, if such Designated Senior Indebtedness is not declared due and payable within 180 days after written notice of the event of default is given, promptly after the end of the 180-day period the Company shall resume making any and all payments in respect of the Notes, including any missed payments. In the case of a payment default, the Company shall resume making any and all required payments in respect of the Notes, including any missed payments, on the date on which such payment default is cured or waived. During any 360-day consecutive period, only one such period during which payment with respect to the Notes may not be made may commence and the duration of such period may not exceed 180 days. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such nonpayment default shall have been waived for a period of not less than 90 days. Nothing in the Indenture or in the Notes affects the obligation of the Company, which is absolute and unconditional, to pay principal of and premium, if any, and interest on the Notes. The failure to make any payment on the Notes by reason of the provisions of the Indenture described under this "-- Subordination" will not be construed as preventing the occurrence of an Event of Default with respect to the Notes arising from any such failure to make payment. By reason of such subordination, in the event of insolvency, creditors of the Company who are not holders of Senior Indebtedness or of the Notes may recover less, ratably, than holders of Senior Indebtedness and may recover more, ratably, than the Holders of the Notes. The subordination provisions described above will cease to be applicable to the Notes upon any defeasance or covenant defeasance of the Notes as described under "-- Legal Defeasance and Covenant Defeasance." OPTIONAL REDEMPTION The Notes will not be redeemable at the Company's option prior to , 2001 except as set forth under "-- Certain Covenants -- Change of Control," below. Thereafter, the Notes will be subject to redemption at the option of the Company, in whole or in part, at the redemption prices (expressed as 78 percentages of principal amount) set forth below, if redeemed during the twelve-month period beginning on of the years indicated below, in each case together with accrued and unpaid interest to the applicable redemption date.
YEAR PERCENTAGE 2001................................................................... % 2002................................................................... % 2003................................................................... % 2004................................................................... % 2005 and thereafter.................................................... 100.000%
SELECTION AND NOTICE If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee on a pro rata basis, by lot or by such other method as the Trustee deems fair and appropriate provided that any such method is not prohibited by the rules of any securities exchange on which the Notes are at that time listed or quoted. Notes may be redeemed in part in multiples of $1,000 only. Notice of redemption shall be mailed to each Holder of Notes to be redeemed by first class mail at least 30 but not more than 60 days before the redemption date at such Holder's last address as then shown upon the Note Register. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption. CERTAIN COVENANTS The Indenture contains, among others, the following covenants: CHANGE OF CONTROL Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the "Change of Control Payment"). The Indenture will provide that, prior to complying with the provisions of this covenant, but in any event within 30 days following a Change of Control, the Company will to the extent required either (i) repay all outstanding Senior Indebtedness or (ii) obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of Notes required by this covenant. The failure to obtain any such consents will not relieve the Company of its obligation to repurchase Notes pursuant to a Change of Control Offer. Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes pursuant to the procedures required by the Indenture and this covenant and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes pursuant to the Change of Control Offer. On the Change of Control Payment Date, the Company will, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Trustee an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer's Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Trustee will promptly make available to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause 79 to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; PROVIDED that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. In the event that, pursuant to any Change of Control Offer, there are properly tendered and accepted for payment by the Company Notes representing 80% or more of the Notes outstanding at the commencement of such Change of Control Offer, then the Company shall have the right, at its option, to redeem all, but not less than all, of the outstanding Notes not tendered pursuant to such Change of Control Offer at a redemption price equal to 101% of the principal amount thereof, together with accrued and unpaid interest to the redemption date. Any such redemption shall be affected in the same manner as described under "-- Optional Redemption" above. The Change of Control provisions described above will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of an acquisition or takeover. Under the terms of the Existing Subordinated Notes, of which $75.0 million is outstanding, the Company will also be required to offer to purchase all of the outstanding Existing Subordinated Notes upon the occurrence of certain events including events that would constitute a Change in Control. If a Change in Control were to occur, there can be no assurance that the Company would have sufficient funds available to repay all outstanding Senior Indebtedness then required to be repaid (or otherwise obtain any consent under outstanding Senior Indebtedness necessary to permit the repurchase of the Notes) and pay the purchase price for all the Notes and the Existing Subordinated Notes tendered by the holders thereof. See "Risk Factors -- Possible Inability to Repurchase Notes Upon a Change of Control." LIMITATIONS ON RESTRICTED PAYMENTS The Indenture will provide that the Company will not, and will not permit any of its Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any Subsidiary of the Company) on account of any Equity Interests of the Company or any of its Subsidiaries (other than (x) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company and (y) in the case of a Subsidiary, dividends or distributions payable to the Company or any Wholly Owned Subsidiary of the Company or pro rata dividends or distributions); (ii) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company or any Subsidiary or other Affiliate of the Company (other than any such Equity Interests owned by the Company or any Wholly Owned Subsidiary of the Company and joint venture interests evidencing ownership interests in Permitted Joint Ventures); and (iii) make any principal payment on, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that by its terms is subordinated in right of payment to the Notes, except in accordance with the scheduled mandatory redemption or payment provisions set forth in the original documentation governing such Indebtedness (but not pursuant to any mandatory offer to repurchase upon the occurrence of any events) (all such payments and other actions set forth in clauses (i) through (iii) above being collectively referred to as "Restricted Payments"), unless: (a) no Default or Event of Default shall have occurred under the Notes or the Indenture and be continuing or would occur as a consequence thereof; (b) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Pro Forma Coverage Ratio test set forth in the first paragraph of the covenant entitled "Incurrence of Indebtedness"; and 80 (c) such Restricted Payment, together with the aggregate of all other Restricted Payments made by the Company and its Subsidiaries after the date of the Indenture (excluding Restricted Payments permitted by clauses (i), (ii), (iv), (v) and (vi) of the next succeeding paragraph but including Restricted Payments permitted by clause (iii) of the next succeeding paragraph), is less than the sum of (i) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date of the Indenture to the end of the Company's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), PLUS (ii) 100% of the aggregate net cash proceeds, including the fair market value of property other than cash (as determined in good faith by the Board), received by the Company from the issuance or sale other than to a subsidiary of the Company since the date of the Indenture of Equity Interests other than Disqualified Capital Stock of the Company or of debt securities or Disqualified Stock of the Company that have been converted into such Equity Interests (other than Disqualified Stock) PLUS (iii) $5.0 million. The foregoing provision will not be violated by the payment of any dividend within 60 days after the date of declaration thereof, if at such date of declaration such payment would have complied with the provisions of the Indenture. In addition notwithstanding the foregoing, so long as no Event of Default or Default shall have occurred or be continuing or would occur as a consequence thereof, the Company and any Subsidiary may (i) purchase, redeem, or otherwise acquire or retire for value any Equity Interests of the Company in exchange for, or out of the net proceeds of, the substantially concurrent sale (other than to a Subsidiary of the Company) of other Equity Interests of the Company (other than Disqualified Stock); PROVIDED that the amount of any such net cash proceeds that are utilized for any such purchase, redemption or other acquisition or retirement shall be excluded from clause (c)(2) of the preceding paragraph; (ii) defease, redeem or repurchase subordinated Indebtedness with the net proceeds from an incurrence of Permitted Refinancing Indebtedness or of or in exchange for the substantially concurrent sale (other than to a Subsidiary of the Company) of Equity Interests of the Company (other than Disqualified Stock); PROVIDED that the amount of any such net cash proceeds that are utilized for any such purchase, redemption, repurchase, retirement or other acquisitions shall be excluded from clause (c)(2) of the preceding paragraph; (iii) redeem or repurchase any Equity Interests of the Company or any Subsidiary of the Company held by any officers, directors or employees of the Company (or any of its Subsidiaries) whose employment has been terminated or who have died or become disabled, so long as the aggregate amount of payments for all such redemptions or repurchases in any fiscal year do not exceed $5.0 million; (iv) pay scheduled dividends on or redeem any preferred stock issued by a Subsidiary of the Company permitted to be created or issued pursuant to the provisions of the Indenture described under "-- Limitations on Incurrence of Indebtedness"; (v) pay the Dividend declared on , 1996 to the Paracelsus Shareholder and (vi) redeem or repurchase Paracelsus Common Stock from holders thereof who beneficially own in the aggregate less than 1% of the outstanding Paracelsus Common Stock within two years from the date of the Indenture so long as the aggregate amount of payments for all such redemptions or repurchases in such period do not exceed $1 million. Any payment made pursuant to clause (iii) of this paragraph shall be a Restricted Payment for purposes of calculating aggregate Restricted Payments pursuant to clause (c) of the preceding paragraph. Not later than the date of making any Restricted Payment, the Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by the covenant "Limitations on Restricted Payments" were computed, which calculations shall be based upon the Company's latest available financial statements. LIMITATIONS ON INCURRENCE OF INDEBTEDNESS The Indenture will provide that the Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or 81 indirectly liable with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) PROVIDED, HOWEVER, that the Company may incur Indebtedness if, at the time such Indebtedness is incurred and after giving effect thereto and the application of the proceeds therefor, the Company's Pro Forma Coverage Ratio would not be less than to 1. The foregoing provisions will not apply to: (i) the incurrence by the Company of Indebtedness pursuant to the New Credit Facility and any renewal, extension, refinancing or refunding thereof and Indebtedness of the Company or any of its Subsidiaries incurred for working capital purposes, together in an aggregate principal amount not to exceed at any time outstanding the greater of (x) LESS the aggregate amount of all Net Proceeds of Asset Sales applied to permanently reduce Indebtedness (and the commitments) thereunder pursuant to the covenant entitled "Asset Sales" and (y) the Borrowing Base of the Company and its Subsidiaries; (ii) Capital Lease Obligations in an aggregate principal amount not to exceed 10% of the assets of the Company and its Subsidiaries taken as a whole at any time outstanding (any excess to be considered Indebtedness subject to the requirements described in the first paragraph under this "-- Limitations on Incurrence of Indebtedness."); (iii) the incurrence by the Company and its Subsidiaries of Existing Indebtedness; (iv) Indebtedness evidenced by letters of credit issued in the ordinary course of business of the Company to secure workers' compensation and other insurance coverages; (v) Guarantees by a Subsidiary of the Company of Indebtedness otherwise permitted to be incurred under the Indenture; (vi) Physician Support Obligations; (vii) Indebtedness incurred to purchase or finance any person's purchase of any person's ownership interest in a Permitted Joint Venture in accordance with the terms of the agreement under which any such interest was issued; (viii) Purchase Money Indebtedness incurred in the ordinary course of business; (ix) Indebtedness (including letters of credit) incurred in respect of performance bonds, standby letters of credit or surety or appeal bonds in the ordinary course of business; (x) the Shareholder Subordinated Note; (xi) the incurrence by the Company or any of its Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund, (a) the Notes, (b) Existing Indebtedness, (c) Indebtedness incurred pursuant to clauses (vii) and (viii) of this paragraph, (d) the Shareholder Subordinated Note or (e) any Indebtedness that was incurred in compliance with the Pro Forma Coverage Ratio test contained in the preceding paragraph; (xiii) the incurrence by the Company or any of its Subsidiaries of intercompany Indebtedness between or among the Company and any of its Subsidiaries; PROVIDED, HOWEVER, that (a) such Indebtedness is expressly subordinate to the payment in full of the Notes and (b)(1) any subsequent issuance or transfer (other than for security purposes) of Equity Interests that result in any such Indebtedness being held by a Person other than the Company or a Subsidiary of the Company and (2) any sale or other transfer of any such Indebtedness (including for security purposes) to a Person that is neither the Company or a Subsidiary shall be deemed in each case, to constitute an incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be; and 82 (xiv) the incurrence by the Company of Indebtedness not otherwise permitted to be incurred by any other clause of this paragraph in an aggregate principal amount (or accreted value, as applicable) at any time outstanding not to exceed $ million. LIMITATIONS ON LIENS The Indenture will provide that the Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien, other than Permitted Liens, on any property or asset now owned or hereafter acquired, or on any income or profits therefrom or assign or convey any right to receive income therefrom, to secure any Indebtedness that is PARI PASSU with or subordinate in right of payment to the Notes, unless the Notes are either (i) secured by a Lien on such property, assets, income or profits that is senior in priority to the Lien securing such other Indebtedness, if such other Indebtedness is subordinated in right of payment to the Notes or (ii) equally and ratably secured by a Lien on such property, assets, income or profits with the Lien securing such other Indebtedness, if such other Indebtedness is PARI PASSU in right of payment to the Notes. LIMITATIONS ON DISPOSITIONS OF ASSETS. Subject to the "Limitation on Merger, Consolidation or Sale of Assets" covenant discussed below, the Company may not, and may not permit any of its Subsidiaries to, sell, transfer or otherwise dispose of any assets (including by way of sale and leaseback), other than in the ordinary course of business, or all or substantially all of the Capital Stock of any Subsidiary directly or indirectly owned by the Company in each case whether in a single transaction or a series of related transactions that have an aggregate fair market value in excess of $15.0 million or for net proceeds in excess of $15 million (an "Asset Sale") unless the Net Proceeds from such Asset Sale are applied in accordance with the following provisions. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (a) to permanently reduce Indebtedness (and, in the case of revolving Indebtedness, to permanently reduce the commitments) under the New Credit Facility or to reduce other Senior Indebtedness of the Company, (b) to an investment in a Permitted Business or a controlling interest in a person that owns a Permitted Business or the making of a capital expenditure or to acquire other tangible assets, in each case, engaged or used in a Permitted Business or any Permitted Joint Venture. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving Indebtedness under the New Credit Facility (or any renewal, extension, refinancing or refunding thereof) or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will be required to make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and, on a pro rata basis, any other Indebtedness requiring to be so repurchased (including the Existing Senior Subordinated Notes) that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (and, if applicable Existing Senior Subordinated Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Notwithstanding the foregoing (a) a transfer of assets by the Company or a Subsidiary, (b) any issuance of Equity Interests by a Subsidiary to the Company or another Subsidiary of the Company and (c) any Restricted Payment permitted by the covenant described under "Restricted Payments" above, shall not be deemed to be an Asset Sale. LIMITATIONS ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES The Indenture will provide that the Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i)(a) pay dividends or make any other 83 distributions to the Company or any of its Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any indebtedness owed to the Company or any of its Subsidiaries; (ii) make loans or advances to the Company or any of its Subsidiaries; (iii) transfer any of its properties or assets to the Company or any of its Subsidiaries; or (iv) Guarantee any loans or advances to the Company or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reasons of: (a) Existing Indebtedness, as in effect on the date of the Indenture; (b) the Credit Facility, as in effect on the date of the Indenture, and any amendments, modifications, restatements, extensions, renewals, increases, supplements, refundings, replacements or refinancings thereof, PROVIDED that such amendments, modifications, restatements, extensions, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive in the aggregate than those contained in the Credit Facility, as in effect on the date of the Indenture; (c) the Indenture and the Notes; (d) applicable law; (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Subsidiaries, as in effect at the time of acquisition (except to the extent such Indebtedness was incurred in connection with, or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, PROVIDED that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred; (f) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (g) restrictions contained in security agreements relating to Purchase Money Indebtedness to the extent such restrictions restrict the transfer of property subject to such security agreement; (h) Permitted Refinancing Indebtedness, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced; (i) any Permitted Joint Venture, PROVIDED that such restrictions apply only to the assets of such Permitted Joint Venture; or (j) any agreement which has been entered into for the sale or disposition of all of the assets or capital stock of a Subsidiary; PROVIDED, HOWEVER, that with respect to this clause (j), such encumbrances or restrictions shall exist (A) only with respect to the Subsidiary being sold or disposed of and (B) only for a period of six months following the execution of such agreement. LIMITATIONS ON MERGER, CONSOLIDATION OR SALE OF ASSETS The Indenture will provide that the Company may not consolidate or merge with or into (whether or not the Company is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to another Person unless (i) the Company is the survivor or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made assumes all the obligations of the Company under the Notes and the Indenture pursuant to a supplemental indenture 84 in form reasonably satisfactory to the Trustee; (iii) immediately after such transaction, no Default or Event of Default exists; and (iv) the Company or the Person formed by or surviving any such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made will, at the time of such transaction after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional indebtedness pursuant to the Pro Forma Coverage Ratio test set forth in the first paragraph of the covenant entitled "Incurrence of Indebtedness." Notwithstanding the foregoing, clause (iv) shall not prohibit a transaction, the principal purpose and effect of which is (as determined in good faith by the Board of Directors of the Company and evidenced by a resolution thereof) to change the state of incorporation of the Company, and such transaction does not have as one of its purposes the evasion of the restrictions of this covenant. LIMITATIONS ON TRANSACTIONS WITH AFFILIATES The Indenture will provide that the Company will not, and will not permit any of its Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless (i) such Affiliate Transaction is on terms that in the aggregate are no less favorable to the Company or such Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5 million, the Board of Directors shall have obtained an opinion from an investment banking firm of national standing to the effect that such Affiliate Transaction is fair to the Company or such Subsidiary from a financial point of view; PROVIDED, HOWEVER, that (i) employment contracts, "know-how" agreements, compensation arrangements and loans to employees, in each case in the form existing as of the date of the Indenture or representing a continuation, extension, renewal, refinancing or replacement thereof on terms no less favorable to the Company than those contained in such contracts, agreements, arrangements or loans in the form existing as of the date of the Indenture, (ii) transactions between or among the Company and its Wholly Owned Subsidiaries, (iii) the making of Physician Support Obligations, (iv) each Merger Related Agreement, in each case in the form existing as of the date of the Indenture or representing a continuation, extension, renewal, refinancing or replacement thereof on terms no less favorable to the Company than those contained in such Merger Related Agreement in the form existing as of the date of the Indenture and (v) transactions permitted by the provisions of the Indenture described above under the covenant "-- Limitations on Restricted Payments," in each case, shall not be deemed Affiliate Transactions. LIMITATIONS ON OTHER SUBORDINATED INDEBTEDNESS The Indenture will provide that the Company will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is both subordinate or junior in right of payment to any Senior Indebtedness and senior in right of payment to the Notes. LIMITATION ON LINE OF BUSINESS The Company will not, and will not permit any Subsidiary to, engage in any business other than a Permitted Business. REPORTS The Indenture will provide that, whether or not required by the rules and the regulations of the Commission, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes (i) all quarterly and annual financial information that would be required to be contained in a filing 85 with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition and results of operations of the Company and its Subsidiaries and, with respect to the annual information only, a report thereon by the Company's certified, independent accountants and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports. EVENTS OF DEFAULT AND REMEDIES The Indenture will provide that each of the following constitutes an Event of Default: (i) default for 30 days in the payment when due of interest on the Notes (whether or not prohibited by the subordination provisions of the Indenture); (ii) default in payment when due of principal or premium, if any, on the Notes at maturity, upon redemption or otherwise, including pursuant to a Change of Control Offer or an Asset Sale Offer (whether or not prohibited by the subordination provisions of the Indenture); (iii) failure to perform or comply with any other covenant or agreement of the Company under the Indenture or the Notes continued for 60 days after written notice to the Company by the Trustee or Holders of at least 25% in aggregate principal amount of Outstanding Notes; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the date of the Indenture, which default results in the acceleration of the maturity of such Indebtedness having an outstanding principal amount of at least $15.0 million, or a failure to pay such Indebtedness having an outstanding principal amount of at least $15.0 million at its stated maturity, provided that such acceleration or failure to pay is not cured within 10 days after such acceleration or failure to pay; (v) failure by the Company or any of its Subsidiaries to pay final non-appealable judgments (to the extent not covered by insurance and as to which the insurer has not acknowledged coverage in writing) aggregating in excess of $15.0 million which are not stayed within 60 days after their entry; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. Subject to the provisions of the Indenture relating to the duties of the Trustee in case an Event of Default (as defined) shall occur and be continuing, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holders, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to such provisions for the indemnification of the Trustee, the Holders of a majority in aggregate principal amount of the Outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. If an Event of Default (other than an Event of Default described in Clause (vi) above) shall occur and be continuing, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Notes may accelerate the maturity of all Notes; PROVIDED, HOWEVER, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of Outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the non-payment of accelerated principal, have been cured or waived as provided in the Indenture. If an Event of Default specified in Clause (vi) 86 above occurs, the Outstanding Notes will IPSO FACTO become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. For information as to waiver of defaults, see "-- Modification and Waiver." No Holder of any Note will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default (as defined) and unless also the Holders of at least 25% in aggregate principal amount of the Outstanding Notes shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of majority in aggregate principal amount of the Outstanding Notes a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. However, such limitations do not apply to a suit instituted by a Holder of a Note for enforcement of payment of the principal of and premium, if any, or interest on such Note on or after the respective due dates expressed in such Note. The Company will be required to furnish to the Trustee quarterly a statement as to the performance by the Company of certain of its obligations under the Indenture and as to any default in such performance. LEGAL DEFEASANCE AND COVENANT DEFEASANCE The Company may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding Notes ("Legal Defeasance") except for (i) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due from the trust referred to below, (ii) the Company's obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust, (iii) the rights, powers, trusts, duties and immunities of the Trustee, and the Company's obligations in connection therewith and (iv) the Legal Defeasance provisions of the Indenture. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to certain covenants that are described in the Indenture and the subordination provisions of the Indenture ("Covenant Defeasance") and thereafter any omission to comply with such obligation shall not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under "-- Events of Default" will no longer constitute an Event of Default with respect to the Notes. In order to exercise either Legal Defeasance or Covenant Defeasance, (i) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the outstanding Notes on the stated maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date; (ii) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm, that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (iii) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have 87 been the case if such Covenant Defeasance had not occurred; (iv) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as certain Events of Default specified in the Indenture are concerned, at any time in the period ending on the 91st day after the date of deposit; (v) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (vi) the Company must deliver to the Trustee an Opinion of Counsel to the effect that such deposit shall not cause the Trustee or the trust so created to be subject to the Investment Company Act of 1940; and (vii) the Company must deliver to the Trustee an Officers' Certificate and an opinion of counsel, each stating that all conditions precedent provided for relating to the Legal Defeasance or the Covenant Defeasance have been complied with. MODIFICATION AND WAIVER Modifications and amendments of the Indenture may be made by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Notes; PROVIDED, HOWEVER, that no such modification or amendment may, without the consent of the Holder of each Outstanding Note affected thereby, (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note, (ii) reduce the principal amount of, (or the premium) or interest on, any Note, (iii) change the place or currency of payment of principal of (or premium), or interest on, any Note, (iv) impair the right to institute suit for the enforcement of any payment on or with respect to any Note, (v) reduce the above-stated percentage of Outstanding Notes necessary to modify or amend the Indenture, (vi) reduce the percentage of aggregate principal amount of Outstanding Notes necessary for waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults, (vii) modify any provisions of the Indenture relating to the modification and amendment of the Indenture or the waiver of past defaults or covenants, except as otherwise specified, or (viii) following the mailing of any Change of Control Offer or Asset Sale Offer, modify the terms of such Change of Control Offer or Asset Sale Offer for the Notes required under the "Change of Control" and "Asset Sale" covenants contained in the Indenture in a manner materially adverse to the Holders thereof. The Holders of a majority in aggregate principal amount of the Outstanding Notes, on behalf of all Holders of Notes, may waive compliance by the Company with certain restrictive provisions of the Indenture. Subject to certain rights of the Trustee, as provided in the Indenture, the Holders of a majority in aggregate principal amount of the Outstanding Notes, on behalf of all Holders of Notes, may waive any past default under the Indenture, except a default in the payment of principal, premium or interest or a default arising from failure to purchase any Note tendered pursuant to a Change of Control Offer or an Asset Sale Offer. GOVERNING LAW The Indenture and the Notes will be governed by the laws of the State of New York. THE TRUSTEE The Indenture provides that, except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Indenture. During the existence of an Event of Default, the Trustee will exercise such rights and powers vested in it under the Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person's own affairs. The Indenture and provisions of the Trust Indenture Act incorporated by reference therein contain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claim as security or otherwise. The Trustee is permitted to engage in other transactions with the Company or any Affiliate, PROVIDED, HOWEVER, that if it acquires any conflicting interest (as defined in the Indenture or in the Trust Indenture Act), it must eliminate such conflict or resign. 88 CERTAIN DEFINITIONS Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided. "ACQUIRED DEBT" means, with respect to any specified Person, (i) Indebtedness of any other Person existing at the time such other Person merges with or into or becomes a Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Subsidiary of such specified Person; (ii) Indebtedness incurred or created by the Company or any of its Subsidiaries in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Company; and (iii) Indebtedness incurred or created by the Company or any of its Subsidiaries in connection with the acquisition of substantially all of the assets of an operating unit or business of another person. "AFFILIATE" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. "ATTRIBUTABLE DEBT" in respect of a sale and leaseback transaction means, at the time of determination, the present value (discounted at the interest rate implicit in the lease, compounded, semiannually) of the obligation of the lessee of the property subject to such sale-leaseback transaction for rental payments during the remaining term of the lease included in such transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended or until the earliest date on which the lessee may terminate such lease without penalty or upon payment or penalty (in which case the rental payments shall include such penalty), after excluding all amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water, utilities and similar charges. "BORROWING BASE" means, at any time, the sum of (x) % of the aggregate book value of the sum of (i) Eligible Accounts Receivable of the Company and its Subsidiaries minus (ii) any such Eligible Accounts Receivable sold or transferred plus (y) % of the aggregate book value of the inventory of the Company and its Subsidiaries. "CALCULATION DATE" means, when used with respect to any calculation, the date of the transaction giving rise to the need to make such calculation. "CAPITAL LEASE OBLIGATION" means, at the time any determination thereof is to be made, the discounted present value of the rental obligations of any person under any lease of any property that would at such time be so required to be capitalized on the balance sheet of such person in accordance with GAAP. "CAPITAL STOCK" means, (i) in the case of a corporation, corporate stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership, partnership interests (whether general or limited) and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. "CHANGE OF CONTROL" means the occurrence of any of the following: (i) any sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation) in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any "person" (as defined in Section 13(d)(3) of the Exchange Act) or "group" (as defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act); (ii) the adoption of a plan for the liquidation or dissolution of the Company; (iii) the acquisition by any person or group (as defined above) (other than 89 a Permitted Holder) of (more than 50%) of the total voting power entitled to vote generally in the election of directors of the Company; or (iv) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors. The definition of Change of Control includes a phrase relating to the sale, lease, transfer, conveyance or disposition of "all or substantially all" of the assets of the Company and its Subsidiaries, taken as a whole. There is no precisely established definition of the phrase "substantially all" under applicable law. Accordingly, the ability of a Holder of Notes to require the Company to repurchase such Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain. "CONSOLIDATED CASH FLOW" means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus (a) an amount equal to any extraordinary loss plus any net loss realized in connection with an Asset Sale (to the extent such losses were deducted in computing Consolidated Net Income), plus (b) provision for taxes based on income or profits to the extent such provision for taxes was deducted in computing Consolidated Net Income, plus (c) Consolidated Interest Expense of such Person for such period, to the extent such expense was deducted in computing Consolidated Net Income, plus (d) depreciation and amortization (including amortization of goodwill and other intangibles and other non-cash charges (excluding any such non-cash charge to the extent that it represents an accrual or reserve for cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person for such period to the extent such depreciation and amortization were deducted in computing Consolidated Net Income, in each case, on a consolidated basis and determined in accordance with GAAP. "CONSOLIDATED INTEREST EXPENSE" means, with respect to any Person for any period, the interest expense of such Person and its Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP (including amortization of original issue discount and deferred financing costs, except as set forth in the proviso to this definition, non-cash interest payments, the interest component of all payments associated with all Capital Lease Obligations and net payments, if any, pursuant to Hedging Obligations; PROVIDED, HOWEVER, that in no event shall any amortization of deferred financing cost incurred on or prior to the date of the Indenture in connection with the New Credit Facility or any amortization of deferred financing costs incurred in connection with the issuance of the Notes be included in Consolidated Interest Expense). "CONSOLIDATED NET INCOME" means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP, excluding any one-time charge or expense incurred to effect the Merger, the Offerings, the Credit Facility Refinancing or the Dividend PROVIDED, HOWEVER, that (i) the Net Income (but not loss) of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the referent Person or a Subsidiary thereof; (ii) except to the extent dividends or distributions actually paid were included pursuant to the foregoing clause (i), the Net Income of any person accrued prior to the date it becomes a Subsidiary of such person or any of its Subsidiaries or that person's assets are acquired by such person or any of its Subsidiaries shall be excluded; (iii) the Net Income of any Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that Net Income is not, at the date of determination, permitted without any prior government approval (which has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its stockholders; and (iv) the cumulative effect of a change in accounting principles shall be excluded. "CONTINUING DIRECTORS" means, as of any date of determination, any member of the Board of Directors of the Company who (i) was a member of such Board of Directors on the date of the Indenture or (ii) was nominated for election or elected to such Board of Directors either pursuant to the Shareholders Agreement or with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election. 90 "DEFAULT" means any event that is or with the passage of time or the giving of notice or both would be an Event of Default. "DESIGNATED SENIOR INDEBTEDNESS" means (i) so long as the Company has any Obligation under the New Credit Facility, the Existing Paracelsus Credit Facility and (ii) any other Senior Indebtedness of the Company permitted under the Indenture and which at the time of determination has an aggregate amount outstanding of at least $10.0 million and is specifically designated in the instrument creating or evidencing such Senior Indebtedness as "Designated Senior Indebtedness." "DISQUALIFIED STOCK" means any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is required to be redeemed, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the final Stated Maturity of the Notes. "ELIGIBLE ACCOUNTS RECEIVABLE" means all accounts receivable which are not more than 180 days past due their due date under their normal payment terms. "EQUITY INTERESTS" means Capital Stock and all warrants, options or other rights to acquire Capital Stock or securities convertible into Capital Stock (but excluding any debt security that is convertible into, or exchangeable for Capital Stock). "EXISTING INDEBTEDNESS" means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the New Credit Facility) in existence on the date of original issuance of the Notes after giving effect to the application of the proceeds from the sale thereof as shown on a schedule to the Indenture until such amounts are repaid. "FIXED CHARGES" means, with respect to any Person for any period, the sum of (i) the Consolidated Interest Expense of such Person and its Subsidiaries for such period; (ii) any interest expense on Indebtedness of another Person that is Guaranteed by the referent Person or one of its Subsidiaries or secured by a Lien on assets of such Person or one of its Subsidiaries (whether or not such Guarantee or Lien is called upon); and (iii) the product of (a) all cash dividend payments (and non-cash dividend payments in the case of a Person that is a Subsidiary) on any series of preferred stock of such Person, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP. "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, which are in effect from time to time. "GOVERNMENT SECURITIES" means direct obligations of, or obligations guaranteed by, the United States of America for the payment of which guarantee or obligations the full faith and credit of the United States is pledged. "GUARANTEE" means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness. "HEDGING OBLIGATIONS" means, with respect to any Person, the obligations of such Person under (i) interest rate swap agreements, interest rate cap agreements, interest rate floor agreements and interest rate collar agreements and (ii) other agreements or arrangements designed to protect such person against fluctuations in interest rates. 91 "HOSPITAL" means a hospital, outpatient clinic, long-term care facility, hospice, psychiatric facility or other facility that is used or useful in the provision of healthcare services or a Related Business. "INDEBTEDNESS" of any Person means at any date, without duplication, (i) all obligations of such person for borrowed money (including net overdrafts in any bank note extinguished within three days); (ii) all obligations of such person evidenced by bonds, debentures, notes or other similar instruments; (iii) all obligations of such person to pay the deferred price of property required to be accrued on the balance sheet of such person, except accounts payable arising in the ordinary course of business; (iv) all Capital Lease Obligations of such person; (v) all Indebtedness of others secured by a Lien on any asset of such person, whether or not such Indebtedness is assumed by such person (the amount of such obligation being deemed to be the lesser of the value of the property or assets or the amount of the obligation so secured); (vi) all Indebtedness of others guaranteed by such person; (vii) all obligations of such person to reimburse the issuer of any letter of credit; (viii) Attributable Debt of such person; (ix) preferred stock issued by a Subsidiary of such person; (x) Disqualified Stock; and (xi) Hedging Obligations; PROVIDED, HOWEVER, that "Indebtedness" does not include any obligations pursuant to receivables financing which are not required under GAAP to be booked as liabilities on the balance sheet of such Person. "INVESTMENTS" means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of direct or indirect loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees, made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. "LIEN" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction). For the purposes of the Indenture, the Company or any of its Subsidiaries shall be deemed to own subject to a Lien any property which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such property. "MERGER RELATED AGREEMENT" means each of the Dividend and Note Agreement, the Shareholder Note, the Shareholder Agreement, the Paracelsus Shareholder Registration Rights Agreement, the Champion Investors Registration Rights Agreement, the Services Agreement, the Insurance Agreement and the Non-Compete Agreement. "NET INCOME" means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP excluding, however, any amount representing the amortization of goodwill or other intangible assets arising from acquisitions subsequent to the date of the Indenture and excluding any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with any Assets Sale (including, without limitation, dispositions pursuant to sale and leaseback transactions), and excluding any extraordinary or non-recurring gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss). "NET PROCEEDS" means the aggregate cash proceeds received by the Company or any of its Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees, and sales commissions) and any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of Indebtedness 92 (other than Senior Indebtedness) secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP. "OBLIGATIONS" means any principal, interest, penalties, fees, expenses, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness. "PERMITTED BUSINESS" means the ownership, leasing, operation or management of Hospitals and Related Businesses. "PERMITTED HOLDER" means any of the Principal, a Related Party of the Principal and any person employed in the Company in a management capacity on the date of this Indenture. "PERMITTED JOINT VENTURE" means a Person (i) which owns, leases, operates or services a Hospital or Related Business or manufactures or markets healthcare products and (ii) of which the Company or any Subsidiary of the Company owns a 30% or greater equity interest. "PERMITTED LIENS" means (i) Liens in favor of the Company; (ii) Liens on property of a Person existing at the time such Person either is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company, PROVIDED, that such Liens (x) were not incurred in connection with, or in contemplation of, such merger, consolidation or becoming a Subsidiary and (y) do not extend to any assets other than those of the Person merged into or consolidated with the Company or such Subsidiary; (iii) Liens on property existing at the time of acquisition thereof by the Company or any Subsidiary of the Company; PROVIDED that such Liens were not incurred in connection with, or in contemplation of, such acquisition and do not extend to any assets of the Company or any of its Subsidiaries other than the property so acquired; (iv) Liens to secure Existing Indebtedness; (v) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of like nature incurred in the ordinary course of business; and (vi) Liens securing Indebtedness incurred to refinance Indebtedness that has been secured by a Lien permitted under the Indenture; PROVIDED that (a) any such Lien shall not extend to or cover any assets or property not securing the Indebtedness so refinanced and (b) the refinancing Indebtedness secured by such Lien shall have been permitted to be incurred under the covenant entitled "Incurrence of Indebtedness." "PERMITTED REFINANCING INDEBTEDNESS" means any Indebtedness of the Company or any of its Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Subsidiaries; PROVIDED that: (i) the principal amount (or accrued value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accrued value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of any prepayment premiums and any other reasonable expenses incurred in connection therewith); (ii) such Permitted Refinancing Indebtedness has a final maturity date on or after the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and (iii) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded. "PHYSICIAN SUPPORT OBLIGATION" means any obligation or guarantee to, or on behalf of or for the benefit of any physician, pharmacist or other allied healthcare professional pursuant to a written agreement incurred in the ordinary course of business in connection with recruiting, redirecting or retaining such physician, pharmacist or other allied healthcare professional to provide service to patients in the service area of any Hospital or Related Business owned, leased or operated by any 93 Subsidiary of the Company or any Permitted Joint Venture, but excluding actual compensation for services provided by such physician, pharmacist or other allied healthcare professional to any Hospital or Related Business owned, leased or operated by the Company or any of its Subsidiaries or any Permitted Joint Venture. "PRINCIPAL" means Dr. Manfred George Krukemeyer. "PRO FORMA COVERAGE RATIO" means with respect to any person for any period, the PRO FORMA ratio of the Consolidated Cash Flow of such person for such period to the Fixed Charges of such person for such period. The Pro Forma Coverage Ratio shall, as applicable, be calculated on the following basis: (i) notwithstanding clause (ii) of the definition of Consolidated Net Income, if the Indebtedness which is being created, incurred or assumed is Acquired Debt, the Pro Forma Coverage Ratio shall be determined after giving effect to both the Fixed Charges related to the creation, incurrence or assumption of such Acquired Debt and the Consolidated Cash Flow (A) of the person becoming a Subsidiary of such person or (B) in the case of an acquisition of assets which constitute substantially all of an operating unit or business, relating to the assets being acquired by such person; (ii) notwithstanding the definition of Consolidated Net Income, in the event the Company or any of its Subsidiaries has acquired assets from a person during the four-quarter reference period and such assets have been owned and operated by the Company for more than one fiscal quarter, the Consolidated Cash Flow shall be computed on a pro forma basis assuming such assets were acquired on the first day of the four-quarter reference period based on actual performance of the assets during the period owned; (iii) there shall be excluded from Fixed Charges any Fixed Charges related to Indebtedness repaid during and subsequent to the four-quarter reference period and which is not outstanding on the Calculation Date; and (iv) The creation, incurrence or assumption of any Indebtedness during the four-quarter reference period or subsequent hereto and prior to the Calculation Date, and the application of the proceeds therefrom, shall be assumed to have occurred on the first day of the fourth quarter reference period. "PURCHASE MONEY INDEBTEDNESS" means Indebtedness of the Company or its Subsidiaries secured by Liens (i) on property purchased, acquired or constructed after the date of original issuance of the Notes and used in the ordinary course of business by the Company and its Subsidiaries and (ii) securing the payment of all or any part of the purchase price or construction cost of such assets and limited to the property so acquired and improvements thereof. "RELATED BUSINESS" means (i) a business affiliated with, or providing services or financing, to a Hospital or related or ancillary to the ownership, leasing, operation, financing or management of a Hospital or (ii) any business related or ancillary to the provision of healthcare services or products. "RELATED PARTY" with respect to the Principal means (A) any 80% (or more) owned Subsidiary, or spouse or immediate family member of such Principal or (B) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding a controlling interest of which consist of such Principal and/or such other Persons referred to in the immediately preceding clause (A), or (C) any Person employed by the Company in a management capacity as of the date of the Indenture. "SENIOR INDEBTEDNESS" means (i) Obligations under the Credit Facility permitted to be incurred pursuant to the Indenture and (ii) the principal of (and premium, if any) and accrued and unpaid interest, whether existing on the date of the Indenture or thereafter incurred, in respect of (A) indebtedness of the Company for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other instruments of indebtedness for which the Company is responsible or liable; (iii) all Capital Lease Obligations of the Company; (iv) all obligations of the Company (A) for the 94 reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction, (B) under interest rate swaps, caps, collars, options or similar arrangements and foreign currency hedges entered into in respect of any obligations described in clauses (i), (ii) and (iii) immediately above and (c) issued or assumed as the deferred purchase price of property or services and all conditional sale obligations and all obligations under any title retention agreement; (v) all obligations of the type referred to in clauses (ii), (iii) and (iv) immediately above and all dividends of other persons for the payment of which, in either case, the Company is responsible or liable as obligor, guarantor or otherwise; (vi) all obligations consisting of modifications, renewals, extensions, replacements and refundings of any obligations described in clause (i), (ii), (iii), (iv) or (v) immediately above; and (vii) any other Indebtedness which by its terms or the terms of any instrument creating it is designated as "Senior Indebtedness" or senior in right of payment to the Notes. Notwithstanding anything to the contrary in the foregoing, Senior Indebtedness shall not include (1) any Indebtedness as to which the terms of the instrument creating or evidencing the same provide that such Indebtedness is not superior in right of payment to the Notes, (2) any Indebtedness which is subordinated in right of payment in any respect to any other Indebtedness of the Company, (3) Indebtedness evidenced by the Notes, the Existing Senior Subordinated Notes and the Shareholder Subordinated Note, (4) any Indebtedness owed to a Person when such Person is a Subsidiary or any other Affiliate of the Company, (5) that portion of any Indebtedness which is Incurred in violation of the Indenture and (6) any liability for Federal, state, local or other taxes owed or owing by the Company. "SIGNIFICANT SUBSIDIARY" means any Subsidiary which would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulations S-X, promulgated pursuant to the Act, as such Regulation is in effect on the date hereof. "SUBSIDIARY" means, with respect to any Person, (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof, is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof) and (ii) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof). "VOTING STOCK" means any class or classes of Capital Stock pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of any Person (irrespective of whether or not, at the time, stock of any other class or classes shall have, or might have, voting power by reason of the happening of any contingency). "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any Indebtedness at any date, the number of years obtained by dividing (i) the then outstanding principal amount of such Indebtedness into (ii) the total of the product obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one- twelfth) that will elapse between such date and the making of such payment. "WHOLLY OWNED SUBSIDIARY" of any Person means a Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person. 95 DESCRIPTION OF THE NEW CREDIT FACILITY In connection with the Merger and the Credit Facility Refinancing, the Company currently intends to arrange for the New Credit Facility with Bank of America National Trust and Savings Association ("Bank of America NT&SA"), as agent, and a syndicate of other lenders at or as soon as practicable after the Effective Time. The New Credit Facility will provide for borrowings of up to $400.0 million. Although the Merger is not conditioned upon the closing of the Credit Facility Refinancing, if the Credit Facility Refinancing is not consummated Champion and Paracelsus will be required to obtain certain consents and waivers under their respective existing credit facilities in order to consummate the Merger. The failure to obtain such consents and waivers may be deemed to give rise to a default thereunder and perhaps cause other defaults under the outstanding obligations of Champion and Paracelsus. There can be no assurance that such consents and waivers, if required, would be obtained. See "Risk Factors -- Significant Leverage." The Company currently intends to refinance, through borrowings under the New Credit Facility, all amounts outstanding under (i) the Second Amended and Restated Credit Agreement, dated as of December 8, 1995, by and among the Company, Bank of America NT&SA, as agent, NationsBank of Texas, N.A., as co-agent, and the other banks named therein (the "Existing Paracelsus Credit Facility") and (ii) the Amended and Restated Loan Agreement dated as of May 31, 1995, among Champion, Banque Paribas, as agent, and the banks named therein (the "Champion Credit Facility"). At May 31, 1996, the balance outstanding under the Existing Paracelsus Credit Facility and the Champion Credit Facility was approximately $189.0 million and $54.2 million, respectively. The Company's obligations under the New Credit Facility would constitute Senior Indebtedness with respect to the Notes, the Existing Senior Subordinated Notes and any other subordinated debt of the Company outstanding at any time after the consummation of the Credit Facility Refinancing. In addition, borrowings under the New Credit Facility would be secured by a first priority lien on the capital stock of most of the Company's significant subsidiaries and all intercompany indebtedness owed to the Company. It would have priority as to such collateral over the Existing Senior Subordinated Notes and the New Senior Subordinated Notes. To the extent the New Credit Facility will involve commitments for future loans, such commitments may be conditioned on continued compliance by the Company with the terms of the loan agreement and the absence of any material adverse change in the Company's business. The Company expects that the New Credit Facility will include covenants that prohibit or limit, among other things, the sale of assets, the making of acquisitions and other investments, the incurrence of additional debt and liens and the payment of dividends, and that require the Company to maintain a minimum consolidated net worth and to comply with certain financial ratios tests. 96 UNDERWRITING Subject to the terms and conditions set forth in the underwriting agreement (the "Underwriting Agreement") between the Company and Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") and (together with DLJ, the "Underwriters"), each of the Underwriters has severally agreed to purchase from the Company, and the Company has agreed to sell to each of the Underwriters, the respective principal amounts of the Notes set forth opposite its name below, at the public offering price set forth on the cover page of the Prospectus, less the underwriting discount:
PRINCIPAL AMOUNT UNDERWRITER OF NOTES Donaldson, Lufkin & Jenrette Securities Corporation................................... $ ---------------- $ 250,000,000 ---------------- ----------------
The Underwriting Agreement provides that the obligations of the several Underwriters are subject to certain conditions precedent, including the consummation of the Merger. The Underwriting Agreement also provides that the Company will indemnify the Underwriters and its controlling persons against certain liabilities and expenses, including liabilities under the Securities Act. The nature of the Underwriters' obligations is such that the Underwriters are committed to purchase all of the Notes if any of the Notes are purchased by them. The Underwriters have advised the Company that the Underwriters propose to offer the Notes directly to the public initially at the public offering price set forth on the cover page of this Prospectus and to certain dealers at such offering price less a concession not to exceed % of the principal amount of the Notes. The Underwriters may allow, and such dealers may reallow, discounts not in excess of % of the principal amount of the Notes to certain other dealers. After the initial public offering of the Notes, the offering price and other selling terms may be changed by the Underwriters. The Company does not intend to list the Notes on any national securities exchange. The Company has been advised by the Underwriters that, following the completion of the Notes Offering, the Underwriters presently intend to make a market in the Notes as permitted by applicable laws and regulations. However, the Underwriters are under no obligation to do so and may discontinue any market making activities at any time at the sole discretion of the Underwriters. No assurance can be given as to the liquidity of any trading market for the Notes. Immediately after giving effect to the Merger, affiliates of DLJ will beneficially own shares of Paracelsus Common Stock representing % of the issued and outstanding Paracelsus Common Stock. In addition, DLJ and its affiliates are parties to the Participants Agreement and hold in the aggregate approximately $5.2 million aggregate principal amount of the Champion Series D Notes. DLJ is also acting as the lead managing underwriter for the Equity Offering. DLJ has acted as Champion's financial advisor in the Merger and has performed investment banking and other services for Paracelsus in the past including acting as a lead manager in the sale of $75.0 million of the Existing Senior Subordinated Notes in October 1993 and has received usual and customary fees for such services. In addition, DLJ has performed investment banking and other services for Champion in the past and has received usual and customary fees for such services. VALIDITY OF NOTES The validity of the Notes offered hereby will be passed upon for the Company by Skadden, Arps, Slate, Meagher & Flom, Los Angeles. The validity of the Notes offered hereby will be passed upon for the Underwriters by Sullivan & Cromwell, Los Angeles. Sullivan & Cromwell also represented Champion in the Merger. 97 EXPERTS The (i) consolidated balance sheet of Champion Healthcare Corporation as of December 31, 1994 and 1995 and the consolidated statements of operations, stockholders' equity and cash flows of Champion Healthcare Corporation for each of the three years in the period ended December 31, 1995; (ii) the balance sheet as of December 31, 1994 and 1995 of Dakota Heartland Healthcare System and the statements of income, partners' equity, and cash flows of Dakota Heartland Healthcare System for the year ended December 31, 1995; (iii) the balance sheet as of September 30, 1995 of Jordan Valley Hospital and the statements of income and changes in owner's equity and cash flows of Jordan Valley Hospital for the period from January 1, 1995 through September 30, 1995; and (iv) the consolidated balance sheets of Salt Lake Regional Medical Center as of May 31, 1994 and April 13, 1995 and the consolidated statements of income, equity, and cash flows of Salt Lake Regional Medical Center for each of the two years in the period ended May 31, 1994 and the period from June 1, 1994 through April 13, 1995 included in this Prospectus and the Registration Statement, have been included herein in reliance on the reports of Coopers & Lybrand L.L.P., independent accountants, given upon the authority of such firm as experts in accounting and auditing. The consolidated financial statements of Paracelsus Healthcare Corporation as of September 30, 1994 and 1995 and for each of the three years in the period ended September 30, 1995 and the combined financial statements of Davis Hospital and Medical Center, Pioneer Valley Hospital and Santa Rosa Medical Center as of December 31, 1994 and 1995 and for the years then ended appearing in this Prospectus and the Registration Statement, have been audited by Ernst & Young LLP, independent auditors, as set forth in their respective reports thereon appearing elsewhere herein and in the Registration Statement and are included in reliance upon such reports given upon the authority of such firm as experts in accounting and auditing. AVAILABLE INFORMATION The Company has filed under the Securities Act with the Commission the Registration Statement for the registration of the Notes offered hereby. This Prospectus, which constitutes a part of the Registration Statement, does not contain all of the information set forth in the Registration Statement, certain items of which are contained in schedules and exhibits to the Registration Statement as permitted by the rules and regulations of the Commission. For further information with respect to the Company and the Notes, reference is made to the Registration Statement, including the exhibits thereto, and the financial statement schedules filed as a part thereof. Statements made in this Prospectus concerning the contents of any contract, agreement or other document referred to herein are not necessarily complete. With respect to each such contract, agreement or other document filed with the Commission as an exhibit, reference is made thereto for a complete description thereof, and each such statement shall be deemed qualified in its entirety by such reference. The Company and Champion are subject to the informational requirements of the Exchange Act and, in accordance therewith, file reports, proxy statements (in the case of Champion only) and other information with the Commission. Such reports and other information filed with the Commission may be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices at Seven World Trade Center, Suite 1300, New York, New York 10048 and at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material also may be obtained by mail from the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The shares of Champion Common Stock, are currently listed on the AMEX, and, prior to consummation of the Merger, such material may also be inspected at the offices of the AMEX at 86 Trinity Place, New York, New York 10006. After consummation of the Merger the Paracelsus Common Stock will be listed on the NYSE. Accordingly, such material may also be inspected at the offices of the NYSE at 20 Broad Street, New York, New York 10005. 98 INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES Paracelsus Financial Statements as of and for the years ended September 30, 1993, 1994 and 1995 Report of Ernst & Young LLP Independent Auditors.................................. F-4 Consolidated Balance Sheets -- September 30, 1994 and 1995........................ F-5 Consolidated Statements of Income -- Years ended September 30, 1993, 1994 and 1995............................................................................. F-6 Consolidated Statements of Shareholder's Equity -- Years ended September 30, 1993, 1994 and 1995.................................................................... F-7 Consolidated Statements of Cash Flows -- Years ended September 30, 1993, 1994 and 1995............................................................................. F-8 Notes to Consolidated Financial Statements........................................ F-10 Paracelsus Financial Statements as of and for the Six Months ended March 31, 1995 and 1996 (unaudited) Condensed Consolidated Balance Sheets -- September 30, 1995 and March 31, 1996.... F-21 Consolidated Statements of Income (unaudited) -- Six Months ended March 31, 1995 and 1996......................................................................... F-22 Consolidated Statements of Cash Flows (unaudited) -- Six Months ended March 31, 1995 and 1996.................................................................... F-23 Notes to Unaudited Condensed Consolidated Financial Statements.................... F-24 Davis Hospital and Medical Center, Pioneer Valley Hospital, and Santa Rosa Medical Center Combined Financial Statements as of and for the years ended December 31, 1994 and 1995 Report of Ernst & Young LLP Independent Auditors.................................. F-26 Combined Balance Sheets -- December 31, 1994 and 1995............................. F-27 Combined Statements of Income and Changes in Retained Earnings -- Years ended December 31, 1994 and 1995....................................................... F-28 Combined Statements of Cash Flows -- Years ended December 31, 1994 and 1995....... F-29 Notes to Combined Financial Statements............................................ F-30 Davis Hospital and Medical Center, Pioneer Valley Hospital, and Santa Rosa Medical Center Combined Financial Statements for the Three Months ended March 31, 1995 and 1996 (unaudited) Unaudited Combined Balance Sheet -- March 31, 1996................................ F-34 Unaudited Combined Statements of Income and Changes in Retained Earnings -- Three Months ended March 31, 1995 and 1996............................................. F-35 Unaudited Combined Statements of Cash Flows -- Three Months ended March 31, 1995 and 1996......................................................................... F-36 Champion Financial Statements as of and for the years ended December 31, 1993, 1994 and 1995 Report of Coopers & Lybrand L.L.P. Independent Accountants........................ F-37 Consolidated Balance Sheet -- December 31, 1994 and 1995.......................... F-38 Consolidated Statement of Operations -- Years Ended December 31, 1993, 1994 and 1995............................................................................. F-39 Consolidated Statement of Stockholders' Equity -- Years Ended December 31, 1993, 1994 and 1995.................................................................... F-40 Consolidated Statement of Cash Flows -- Years Ended December 31, 1993, 1994 and 1995............................................................................. F-41 Notes to Consolidated Financial Statements........................................ F-42
F-1 Dakota Heartland Health System Report of Coopers & Lybrand L.L.P. Independent Accountants........................ F-61 Balance Sheet -- December 31, 1994 and 1995....................................... F-62 Statement of Income -- Year Ended December 31, 1995............................... F-63 Statement of Partners' Equity -- Years Ended December 31, 1994 and 1995........... F-64 Statement of Cash Flows -- Year Ended December 31, 1995........................... F-65 Notes to Financial Statements..................................................... F-66 Jordan Valley Hospital Report of Coopers & Lybrand L.L.P. Independent Accountants........................ F-69 Balance Sheet -- September 30, 1995............................................... F-70 Statement of Income and Changes in Owners' Equity -- For the Period from January 1, 1995 through September 30, 1995............................................... F-71 Statement of Cash Flows -- For the Period from January 1, 1995 through September 30, 1995......................................................................... F-72 Notes to Financial Statements..................................................... F-73 Salt Lake Regional Medical Center Report of Coopers & Lybrand L.L.P. Independent Accountants........................ F-77 Consolidated Balance Sheets -- May 31, 1994 and April 13, 1995.................... F-78 Consolidated Statements of Income -- Years Ended May 31, 1993 and 1994 and for the Period from June 1, 1994 through April 13, 1995.................................. F-79 Consolidated Statements of Equity -- Years Ended May 31, 1993 and 1994 and for the Period from June 1, 1994 through April 13, 1995.................................. F-80 Consolidated Statements of Cash Flows -- Years Ended May 31, 1993 and 1994 and for the Period from June 1, 1994 through April 13, 1995.............................. F-81 Notes to Consolidated Financial Statements........................................ F-82 Champion Financial Statements as of and for the Three Months ended March 31, 1995 and 1996 (Unaudited) Condensed Consolidated Balance Sheet.............................................. F-89 Condensed Consolidated Statement of Operations.................................... F-90 Condensed Consolidated Statement of Cash Flows.................................... F-91 Notes to Condensed Consolidated Financial Statements.............................. F-92 Paracelsus and Champion Unaudited Pro Forma Condensed Combining Financial Statements Paracelsus and Champion Unaudited Pro Forma Condensed Combining Statement of Income -- Fiscal Year Ended September 30, 1995................................... PF-2 Paracelsus and Champion Unaudited Pro Forma Condensed Combining Statement of Income -- Six Months Ended March 31, 1995........................................ PF-3 Paracelsus and Champion Unaudited Pro Forma Condensed Combining Statement of Income -- Six Months Ended March 31, 1996........................................ PF-4 Paracelsus and Champion Unaudited Pro Forma Condensed Combining Balance Sheet -- March 31, 1996................................................................... PF-5 Notes to Paracelsus and Champion Unaudited Pro Forma Condensed Combining Financial Statements....................................................................... PF-6
F-2 Paracelsus Unaudited Pro Forma Condensed Combining Financial Statements Paracelsus Unaudited Pro Forma Condensed Combining Statement of Income -- Fiscal Year Ended September 30, 1995.................................................... PF-14 Paracelsus Unaudited Pro Forma Condensed Combining Statement of Income -- Six Months Ended March 31, 1995...................................................... PF-15 Paracelsus Unaudited Pro Forma Condensed Combining Statement of Income -- Six Months Ended March 31, 1996...................................................... PF-16 Paracelsus Unaudited Pro Forma Condensed Combining Balance Sheet -- March 31, 1996............................................................................. PF-17 Notes to Paracelsus Unaudited Pro Forma Condensed Combining Financial Statements.. PF-18 Champion Unaudited Pro Forma Condensed Combining Statement of Income and Unaudited Historical Condensed Balance Sheet Champion Unaudited Pro Forma Condensed Combining Statement of Income -- Year Ended September 30, 1995............................................................... PF-23 Champion Unaudited Pro Forma Condensed Combining Statement of Income -- Six Months Ended March 31, 1995............................................................. PF-24 Champion Unaudited Pro Forma Condensed Combining Statement of Income -- Six Months Ended March 31, 1996............................................................. PF-25 Champion Unaudited Historical Condensed Balance Sheet -- March 31, 1996........... PF-26 Notes to Champion Unaudited Pro Forma Condensed Combining Statements of Income.... PF-27
F-3 REPORT OF INDEPENDENT AUDITORS Board of Directors and Shareholder Paracelsus Healthcare Corporation We have audited the accompanying consolidated balance sheets of Paracelsus Healthcare Corporation and subsidiaries as of September 30, 1994 and 1995, and the related consolidated statements of income, shareholder's equity and cash flows for each of the three years in the period ended September 30, 1995. 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 generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as 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 Paracelsus Healthcare Corporation and subsidiaries at September 30, 1994 and 1995, and the consolidated results of their operations and their cash flows for each of the three years in the period ended September 30, 1995, in conformity with generally accepted accounting principles. As discussed in Note 1 to the consolidated financial statements, as of October 1, 1994, the Company changed its method of accounting for marketable securities. ERNST & YOUNG LLP Los Angeles, California December 14, 1995 F-4 PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS
SEPTEMBER 30 ---------------------------------- 1994 1995 ---------------- ---------------- Current assets: Cash and cash equivalents................................................... $ 1,452,000 $ 2,949,000 Marketable securities (NOTE 5).............................................. 16,960,000 10,387,000 Accounts receivable, less allowance for uncollectible accounts and contractual adjustments of $56,507,000 in 1994 and $56,958,000 in 1995 (NOTE 4)................................................................... 68,244,000 81,039,000 Notes and other receivables (NOTE 6)........................................ 9,287,000 12,502,000 Supplies.................................................................... 10,602,000 10,565,000 Deferred income taxes (NOTE 2).............................................. 17,420,000 16,485,000 Other current assets........................................................ 6,493,000 4,510,000 ---------------- ---------------- Total current assets...................................................... 130,458,000 138,437,000 Property and equipment (NOTES 3 AND 10): Land and improvements....................................................... 24,699,000 23,366,000 Buildings and improvements.................................................. 144,066,000 137,966,000 Equipment................................................................... 101,559,000 99,748,000 Construction in progress.................................................... 636,000 7,332,000 ---------------- ---------------- 270,960,000 268,412,000 Less accumulated depreciation and amortization.............................. 97,123,000 102,746,000 ---------------- ---------------- 173,837,000 165,666,000 Marketable securities (NOTE 5)................................................ -- 12,169,000 Other assets (NOTE 6)......................................................... 25,706,000 28,360,000 ---------------- ---------------- Total assets.................................................................. $ 330,001,000 $ 344,632,000 ---------------- ---------------- ---------------- ---------------- LIABILITIES AND SHAREHOLDER'S EQUITY Current liabilities: Bank drafts outstanding..................................................... $ 2,179,000 $ 4,991,000 Accounts payable and accrued expenses....................................... 22,640,000 27,384,000 Accrued wages and benefits.................................................. 27,863,000 28,354,000 Accrued interest............................................................ 3,845,000 3,877,000 Current maturities of long-term debt and capital lease obligations.................................................. 5,269,000 8,658,000 Current portion of self-insurance reserves.................................. 5,802,000 4,792,000 ---------------- ---------------- Total current liabilities................................................. 67,598,000 78,056,000 Long-term debt and capital lease obligations, less current maturities (NOTE 3)............................................. 112,449,000 113,070,000 Self-insurance reserves, less current portion (NOTE 9)........................ 23,117,000 25,176,000 Deferred income taxes (NOTE 2)................................................ 29,108,000 23,255,000 Minority interests............................................................ 214,000 126,000 Commitments and contingencies (NOTE 8)........................................ Shareholder's equity: Common stock, no stated value: Authorized shares -- 1,000 Issued and outstanding shares -- 450...................................... 4,500,000 4,500,000 Additional paid-in capital.................................................. 390,000 390,000 Unrealized gains on marketable securities, net of taxes (NOTE 5)............ -- 137,000 Retained earnings........................................................... 92,625,000 99,922,000 ---------------- ---------------- Total shareholder's equity................................................ 97,515,000 104,949,000 ---------------- ---------------- Total liabilities and shareholder's equity.................................... $ 330,001,000 $ 344,632,000 ---------------- ---------------- ---------------- ----------------
See accompanying notes. F-5 PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME
YEAR ENDED SEPTEMBER 30 ---------------------------------------------------- 1993 1994 1995 ---------------- ---------------- ---------------- Total operating revenues (NOTE 10).......................... $ 435,102,000 $ 507,864,000 $ 509,729,000 Costs and expenses: Salaries and benefits..................................... 174,849,000 209,772,000 209,672,000 Supplies.................................................. 34,245,000 42,890,000 40,780,000 Purchased services........................................ 48,951,000 55,078,000 58,113,000 Provision for bad debts................................... 26,629,000 33,110,000 39,277,000 Other operating expenses.................................. 100,287,000 114,096,000 99,777,000 Depreciation and amortization............................. 14,587,000 16,565,000 17,276,000 Interest.................................................. 10,213,000 12,966,000 15,746,000 Restructuring and unusual charges (NOTE 11)............... -- -- 5,150,000 ---------------- ---------------- ---------------- Total costs and expenses.................................... 409,761,000 484,477,000 485,791,000 ---------------- ---------------- ---------------- Income before minority interests, income taxes and extraordinary loss......................................... 25,341,000 23,387,000 23,938,000 Minority interests.......................................... (2,683,000) (2,517,000) (1,927,000) ---------------- ---------------- ---------------- Income before income taxes and extraordinary loss........... 22,658,000 20,870,000 22,011,000 Income taxes (NOTE 2)....................................... 10,196,000 8,567,000 9,024,000 ---------------- ---------------- ---------------- Income before extraordinary loss............................ 12,462,000 12,303,000 12,987,000 Extraordinary loss (net of income tax benefit of $346,000) (NOTE 3)................................................... -- (497,000) -- ---------------- ---------------- ---------------- Net income.................................................. $ 12,462,000 $ 11,806,000 $ 12,987,000 ---------------- ---------------- ---------------- ---------------- ---------------- ----------------
See accompanying notes. F-6 PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY YEARS ENDED SEPTEMBER 30, 1993, 1994 AND 1995
COMMON STOCK UNREALIZED ------------------------- ADDITIONAL GAINS ON OUTSTANDING PAID-IN MARKETABLE RETAINED SHARES AMOUNT CAPITAL SECURITIES EARNINGS TOTAL ----------- ------------ ---------- ----------- ------------- --------------- Balances at September 30, 1992........................... 450 $ 4,500,000 $ 390,000 $ -- $ 72,576,000 $ 77,466,000 Dividends to shareholder........ -- -- -- -- (1,214,000) (1,214,000) Net income...................... -- -- -- -- 12,462,000 12,462,000 --- ------------ ---------- ----------- ------------- --------------- Balances at September 30, 1993........................... 450 4,500,000 390,000 -- 83,824,000 88,714,000 Dividends to shareholder........ -- -- -- (3,005,000) (3,005,000) Net income...................... -- -- -- 11,806,000 11,806,000 --- ------------ ---------- ----------- ------------- --------------- Balances at September 30, 1994........................... 450 4,500,000 390,000 -- 92,625,000 97,515,000 Dividends to shareholder........ -- -- -- -- (5,690,000) (5,690,000) Cumulative effect of a change in accounting for marketable securities, net of taxes....... -- -- -- (67,000) -- (67,000) Change in unrealized gains on marketable securities, net of taxes.......................... -- -- -- 204,000 -- 204,000 Net income...................... -- -- -- 12,987,000 12,987,000 --- ------------ ---------- ----------- ------------- --------------- Balances at September 30, 1995........................... 450 $ 4,500,000 $ 390,000 $ 137,000 $ 99,922,000 $ 104,949,000 --- ------------ ---------- ----------- ------------- --------------- --- ------------ ---------- ----------- ------------- ---------------
See accompanying notes. F-7 PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED SEPTEMBER 30 ------------------------------------------------ 1993 1994 1995 -------------- ---------------- -------------- OPERATING ACTIVITIES Net income.................................................... $ 12,462,000 $ 11,806,000 $ 12,987,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization............................... 14,587,000 16,565,000 17,276,000 Gain from disposal of facilities............................ -- -- (9,026,000) Deferred income taxes....................................... (3,399,000) (5,226,000) (4,989,000) Extraordinary loss.......................................... -- 497,000 -- Minority interests.......................................... 2,683,000 2,517,000 1,927,000 Changes in operating assets and liabilities, net of effects of acquisitions: Accounts receivable....................................... 43,780,000 (9,028,000) (12,261,000) Supplies and other current assets......................... (2,873,000) (2,368,000) 2,020,000 Notes and other receivables............................... (1,066,000) (2,519,000) (3,215,000) Accounts payable and other current liabilities............ (1,897,000) 9,410,000 8,079,000 Income taxes payable...................................... (1,568,000) -- -- Self-insurance reserves..................................... 7,151,000 5,457,000 1,049,000 -------------- ---------------- -------------- Net cash provided by operating activities..................... 69,860,000 27,111,000 13,847,000 INVESTING ACTIVITIES Purchase of available-for-sale securities..................... (8,631,000) (8,329,000) (5,527,000) Maturities of held-to-maturity securities..................... -- -- 139,000 Acquisitions, net of cash acquired............................ (9,477,000) -- (3,010,000) Proceeds from disposal of facilities.......................... -- 1,698,000 18,564,000 Additions to property and equipment........................... (14,676,000) (14,342,000) (15,835,000) Decrease in minority interests................................ (2,752,000) (2,651,000) (2,015,000) Increase in other assets...................................... (6,622,000) (12,691,000) (2,986,000) -------------- ---------------- -------------- Net cash used in investing activities......................... (42,158,000) (36,315,000) (10,670,000) FINANCING ACTIVITIES Long-term borrowings.......................................... 59,452,000 125,410,000 55,003,000 Payments of long-term debt and capital lease obligations...... (85,509,000) (108,618,000) (50,993,000) Payments of subordinated promissory note payable.............. -- (4,335,000) -- Dividends to shareholder...................................... (1,214,000) (3,005,000) (5,690,000) -------------- ---------------- -------------- Net cash provided by (used in) financing activities........... (27,271,000) 9,452,000 (1,680,000) -------------- ---------------- -------------- Increase in cash and cash equivalents......................... 431,000 248,000 1,497,000 Cash and cash equivalents at beginning of year................ 773,000 1,204,000 1,452,000 -------------- ---------------- -------------- Cash and cash equivalents at end of year...................... $ 1,204,000 $ 1,452,000 $ 2,949,000 -------------- ---------------- -------------- -------------- ---------------- --------------
F-8 PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) Supplemental schedule of noncash investing and financing activities:
YEAR ENDED SEPTEMBER 30 -------------------------------------------- 1993 1994 1995 -------------- ------------- ------------- Details of unrealized gains on marketable securities: Marketable securities............................................ $ -- $ -- $ 208,000 Deferred taxes................................................... -- -- 71,000 -------------- ------------- ------------- Increase in shareholder's equity................................. $ -- $ -- $ 137,000 -------------- ------------- ------------- -------------- ------------- ------------- Exchange of land and building.................................... $ -- $ 1,074,000 $ -- -------------- ------------- ------------- -------------- ------------- ------------- Leases capitalized............................................... $ -- $ 713,000 $ -- -------------- ------------- ------------- -------------- ------------- ------------- Details of businesses acquired in purchase transactions: Fair value of assets acquired.................................... $ 22,225,000 $ -- $ 3,010,000 Liabilities assumed, including capital lease obligations and note payable to bank................................................. 10,766,000 -- -- -------------- ------------- ------------- Cash paid for acquisitions....................................... 11,459,000 -- 3,010,000 Cash acquired in acquisitions.................................... 1,982,000 -- -- -------------- ------------- ------------- Net cash paid for acquisitions................................... $ 9,477,000 $ -- $ 3,010,000 -------------- ------------- ------------- -------------- ------------- -------------
See accompanying notes. F-9 PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1995 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION Paracelsus Healthcare Corporation (the "Company") owns, leases and operates 22 acute care, psychiatric and specialty hospitals, four skilled nursing facilities and 13 medical office buildings. In addition, the Company is a partner in seven partnerships (six being general and one being limited partnerships), with ownership equal to or in excess of 50% in five, and less than 50% in two. In May 1994, the founder, Chairman of the Board and sole shareholder of the Company passed away with ownership of the Company and the role of Chairman of the Board succeeding to his son, Dr. Manfred George Krukemeyer, who is a citizen of the Federal Republic of Germany. BASIS OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its wholly-owned or majority owned subsidiaries and partnerships. All significant intercompany transactions and balances are eliminated in consolidation. Minority interests represent income allocated to the minority partners' investment. OPERATING REVENUES Operating revenues include healthcare services provided to patients which are reported on an accrual basis in the period in which the services are provided at established rates, net of third-party reductions related to contractual adjustments for Medicare, Medicaid, managed care and other programs. Contractual adjustments totaled $307,868,000, $394,110,000 and $407,888,000, for 1993, 1994 and 1995, respectively. Contractual adjustments include differences between established billing rates and amounts estimated by management as reimbursable under various fixed-price, cost reimbursement and other contractual arrangements. In addition, other activities including investment earnings, gains on disposal of facilities (see Note 10), rental income and income from partnerships, all of which are used exclusively for healthcare-related services provided by the Company, are considered operating revenues. Normal estimation differences between final settlements and amounts recognized in previous years are reported as contractual adjustments in the current year. The administrative procedures for the cost-based programs preclude final determination of the payments due or receivable until after the Company's cost reports are audited or otherwise reviewed by and settled with the respective program agencies. The Company's estimate for final settlements of all years through 1995 has been reflected in the consolidated financial statements. Approximately 57%, 60% and 63% of the Company's gross revenues are for services to Medicare, Medicaid, and Blue Cross patients for 1993, 1994 and 1995, respectively. MARKETABLE SECURITIES As of October 1, 1994, the Company adopted Statement of Financial Accounting Standards No. 115 ("SFAS No. 115"), "Accounting for Certain Investments in Debt and Equity Securities." In accordance with SFAS No. 115, prior period financial statements have not been restated to reflect the change in accounting principle. The adoption of SFAS No. 115 had no effect on net income, but decreased marketable securities as of October 1, 1994, by $102,000, decreased shareholder's equity by $67,000 and increased deferred tax assets by $35,000. Management determines the appropriate classification of marketable securities (corporate bonds and government securities) at the time of purchase. Marketable securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. F-10 PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1995 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Held-to-maturity securities are stated at amortized cost. Marketable securities not classified as held-to-maturity are classified as available-for-sale. Available-for-sale securities are stated at fair value, with the unrealized gains and losses, net of tax, reported in a separate component of shareholder's equity. The Company also determined that available-for-sale securities are available for use in current operations and, accordingly, classified such securities as current assets without regard to the securities' contractual maturity dates. The amortized cost of marketable securities classified as held-to-maturity or available-for-sale is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in operating revenues. Realized gains and losses, and declines in value judged to be other- than-temporary are included in operating revenues. The cost of securities sold is based on the specific identification method. SUPPLIES Supplies consisting of drugs and other supplies are stated at cost (first-in, first-out method) which is not in excess of market. PROPERTY AND EQUIPMENT Property and equipment is stated on the basis of cost. Depreciation is computed by the straight-line method over the estimated useful lives of the respective assets. ORGANIZATION AND OTHER COSTS Organization, loan and other costs (included in other assets) have been capitalized and are amortized over periods ranging from 24 to 480 months. The balance of organization, loan, and other costs at September 30, 1994 and 1995, amounted to $16,469,000 and $18,224,000, respectively. The related accumulated amortization at September 30, 1994 and 1995, amounted to $5,766,000 and $4,835,000, respectively. In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 121 ("SFAS No. 121"), "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount. The statement also addresses the accounting for long-lived assets that are expected to be disposed of. The Company will adopt SFAS No. 121 on October 1, 1996, and, based on current circumstances, does not believe the effect of the adoption will be material. CONCENTRATIONS OF CREDIT RISK Financial instruments which potentially subject the Company to concentrations of credit risk consists principally of investments in marketable securities and commercial premiums receivable. The Company's investments in marketable securities are managed by professional investment managers within guidelines established by the Board of Directors, which, as a matter of policy, limit the amounts which may be invested in any one issuer. Concentrations of credit risk with respect to accounts receivable are limited since a majority of the receivables are due from the Medicare and Medicaid programs. Management does not believe that there are any credit risks associated with these governmental agencies. Commercial insurance, managed care and private receivables consist of receivables from various payors, subject to differing economic conditions, and do not represent any concentrated credit risks to the Company. Furthermore, management continually monitors and adjusts its reserves and allowances associated with these receivables. F-11 PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1995 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) CASH EQUIVALENTS Cash and cash equivalents include highly liquid investments purchased with original maturities of three months or less. 2. INCOME TAXES The provision for income taxes consists of the following:
YEAR ENDED SEPTEMBER 30 ---------------------------------------------- 1993 1994 1995 -------------- -------------- -------------- Current: Federal.......................... $ 10,664,000 $ 11,144,000 $ 11,018,000 State............................ 2,931,000 2,649,000 2,995,000 -------------- -------------- -------------- 13,595,000 13,793,000 14,013,000 Deferred: Federal.......................... (3,434,000) (4,080,000) (4,419,000) State............................ 35,000 (1,146,000) (570,000) -------------- -------------- -------------- (3,399,000) (5,226,000) (4,989,000) -------------- -------------- -------------- $ 10,196,000 $ 8,567,000 $ 9,024,000 -------------- -------------- -------------- -------------- -------------- --------------
During 1992, the Company changed its method of reporting income for tax purposes from the cash basis to accrual basis. Under the cash basis, the Company deferred approximately $72,000,000 of taxable income for periods ending prior to October 1, 1991. Of the amounts deferred, $14,431,000, $11,429,000 and $11,794,000 were included in 1993, 1994 and 1995 taxable income, respectively. The effect of the change in reporting has been to increase the Company's income for tax purposes, consistent with federal and state regulations, through 1997. F-12 PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1995 2. INCOME TAXES (CONTINUED) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax liabilities and assets are as follows:
SEPTEMBER 30 ------------------------------ 1994 1995 -------------- -------------- Deferred tax liabilities: Accelerated depreciation............................................. $ 21,833,000 $ 21,083,000 Change in method of reporting taxable income......................... 9,960,000 3,765,000 Accrued malpractice claims........................................... (4,969,000) (3,839,000) Unrealized gains on marketable securities............................ -- 71,000 Other -- net......................................................... 2,284,000 2,175,000 -------------- -------------- Total deferred tax liabilities..................................... 29,108,000 23,255,000 Deferred tax assets: Change in method of reporting taxable income......................... (3,853,000) (5,487,000) Accrued malpractice claims........................................... 1,079,000 717,000 Allowance for bad debts.............................................. 10,813,000 10,959,000 Accrued bonuses...................................................... 2,064,000 2,337,000 Accrued workers' compensation claims................................. 424,000 404,000 Accrued vacation pay................................................. 1,933,000 1,870,000 Accrued expenses..................................................... 4,960,000 5,685,000 -------------- -------------- Total deferred tax assets.......................................... 17,420,000 16,485,000 -------------- -------------- Net deferred tax liabilities....................................... $ 11,688,000 $ 6,770,000 -------------- -------------- -------------- --------------
A reconciliation of the differences between federal income taxes computed at the statutory rate and the total provision is as follows:
YEAR ENDED SEPTEMBER 30 ------------------------------------- 1993 1994 1995 ----------- ----------- ----------- Federal statutory rate................................. 34.8% 35.0% 35.0% State taxes, net of federal income tax benefit......... 7.0% 6.0% 6.0% Effect of federal income tax rate increase on prior years deferred taxes.................................. 3.2% -- -- --- --- --- Effective income tax rate............................ 45.0% 41.0% 41.0% --- --- --- --- --- ---
The Company made income tax payments of $15,863,000, $14,787,000 and $11,656,000 during 1993, 1994 and 1995, respectively. F-13 PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1995 3. LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS Long-term debt consists of the following:
SEPTEMBER 30 ---------------------------------- 1994 1995 ---------------- ---------------- Note payable with banks, making available $125,000,000 under a revolving credit facility, collateralized by 55% of the common stock of the Company. The revolving facility is available for three years for up to $125,000,000 (increased to $230,000,000 effective December 8, 1995 -- see Note 13). Interest on each facility accrues at a rate equal to the sum of (a) either the reference rate, an off shore dollar rate or a CD rate (as selected by the Company) plus (b) the applicable margin. The average interest rate at September 30, 1995, was 6.0% (See Note 8).................................... $ 22,000,000 $ 27,500,000 Senior subordinated notes, interest payable semiannually on April 15 and October 15 of each year at 9.875%, with a maturity date of October 15, 2003................................................... 75,000,000 75,000,000 Mortgages payable, $56,000 due monthly through December 1998, including interest from 9.5% to 12.5%, collateralized by trust deeds on buildings and land with a net book value of $9,194,000 at September 30, 1995................................................. 4,755,000 4,629,000 Note payable to bank, due in May 1996, interest at prime plus 1.0% (9.75% at September 30, 1995), collateralized by the accounts receivable of the facility......................................... 3,259,000 3,259,000 Note payable, due in varying amounts through 1996, at varying interest rates..................................................... 511,000 505,000 Capital lease obligations........................................... 12,193,000 10,835,000 ---------------- ---------------- 117,718,000 121,728,000 Less current maturities............................................. 5,269,000 8,658,000 ---------------- ---------------- $ 112,449,000 $ 113,070,000 ---------------- ---------------- ---------------- ----------------
On October 17, 1993, the Company completed a $75,000,000 public offering of 9.875% Senior Subordinated Notes (the "Notes") due 2003. The Notes, which are subordinated to all senior indebtedness of the Company, are redeemable at the option of the Company beginning October 15, 1998, at 104.94% of face value, declining annually to 100% of face value on or after October 15, 2000, or at the option of the holder upon the occurrence of a change in control, as defined. The net proceeds from the offering were used to repay the 14.375% Senior Subordinated Notes of $18,650,000 at a redemption price of 102.05% plus accrued interest, and the outstanding balance under the Credit Facility of $54,500,000. The extinguishment of the 14.375% Senior Subordinated Notes resulted in a loss of $497,000 (net of income tax benefit of $346,000) which was recorded as an extraordinary loss in 1994. The Company's interest rate swap agreement, which converted the variable interest rate on a portion of its revolving credit facility to a fixed interest rate, terminated during May 1994. The interest rate swap agreement fixed the interest rate on $20,000,000 of its bank debt at 7.8%. Each F-14 PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1995 3. LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS (CONTINUED) quarter the Company paid or received an amount equal to the difference between the fixed interest rate and the LIBOR rate. Net interest payments of $400,000 were recognized as an adjustment to interest expense in 1994. The credit facility and the senior subordinated notes require the Company, among other things, to maintain specified financial ratios, and restrict the sale, lease or disposal of its assets. Maturities of long-term debt and principal payments under capital lease obligations as of September 30, 1995, are as follows:
YEAR ENDING SEPTEMBER 30 - ---------------------------------------------------------------------------- 1996...................................................................... $ 8,658,000 1997...................................................................... 1,560,000 1998...................................................................... 1,409,000 1999...................................................................... 489,000 2000...................................................................... 330,000 Thereafter................................................................ 109,282,000 ---------------- $ 121,728,000 ---------------- ----------------
The Company made interest payments of $12,458,000, $9,988,000 and $15,789,000 during 1993, 1994 and 1995, respectively. Property and equipment includes $13,534,000 and $12,566,000 at September 30, 1994 and 1995, respectively, for leases that have been capitalized. The amortization of these assets is included in depreciation expense. Future minimum payments under capital lease obligations as of September 30, 1995, are as follows:
YEAR ENDING SEPTEMBER 30 - ---------------------------------------------------------------------------- 1996...................................................................... $ 2,193,000 1997...................................................................... 2,083,000 1998...................................................................... 1,880,000 1999...................................................................... 972,000 2000...................................................................... 780,000 Thereafter................................................................ 8,915,000 ---------------- Total minimum lease payments.............................................. 16,823,000 Amounts representing interest............................................. 5,988,000 ---------------- Present value of net minimum lease payments (including current maturities of $1,371,000)........................................................... $ 10,835,000 ---------------- ----------------
4. COMMERCIAL PAPER NOTES During 1993, PHC Funding Corporation II, a subsidiary of the Company formed in March 1993, entered into an agreement with an unaffiliated trust (the "Trust") to sell the hospital's eligible accounts receivable ("Eligible Receivables") on a nonrecourse basis to the Trust. A special purpose subsidiary of a major lending institution agreed to provide up to $65,000,000 in commercial paper financing to the Trust to finance the purchase of the Eligible Receivables from PHC Funding Corporation II. Eligible Receivables held by the Trust secure the commercial paper financing. The Commercial Paper Notes have a term of not more than 120 days. Eligible receivables sold to the Trust at F-15 PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1995 4. COMMERCIAL PAPER NOTES (CONTINUED) September 30, 1994 and 1995, totaled $65,000,000. Interest expense charged to the Trust related to the commercial paper financing is passed through to the Company and included as interest expense in the Company's consolidated financial statements. 5. MARKETABLE SECURITIES The following table summarizes marketable securities at September 30, 1995:
GROSS GROSS UNREALIZED UNREALIZED ESTIMATED FAIR AMORTIZED COST GAINS LOSSES VALUE -------------- ----------- ----------- -------------- Available-for-sale securities: Fixed maturity securities: Corporate bonds.......................... $ 435,000 $ 16,000 $ -- $ 451,000 U.S. Government bonds...................... 1,098,000 60,000 -- 1,158,000 Mortgage-backed bonds...................... 984,000 16,000 -- 1,000,000 Obligations of states and political subdivisions.............................. 7,662,000 128,000 12,000 7,778,000 -------------- ----------- ----------- -------------- $ 10,179,000 $ 220,000 $ 12,000 $ 10,387,000 -------------- ----------- ----------- -------------- -------------- ----------- ----------- -------------- Held-to-maturity securities: Fixed maturity securities: Corporate bonds.......................... $ 1,857,000 $ 62,000 $ -- $ 1,919,000 Mortgage-backed bonds...................... 10,312,000 -- 408,000 9,904,000 -------------- ----------- ----------- -------------- $ 12,169,000 $ 62,000 $ 408,000 $ 11,823,000 -------------- ----------- ----------- -------------- -------------- ----------- ----------- --------------
The maturity distribution of the Company's marketable securities at September 30, 1995, is as follows:
AVAILABLE-FOR-SALE HELD-TO-MATURITY ------------------------------ ------------------------------ ESTIMATED FAIR ESTIMATED FAIR AMORTIZED COST VALUE AMORTIZED COST VALUE -------------- -------------- -------------- -------------- Fixed maturities due: After one through five years........ $ 4,977,000 $ 5,091,000 $ -- $ -- After five through ten years........ 4,217,000 4,296,000 -- -- After ten years..................... 985,000 1,000,000 12,169,000 11,823,000 -------------- -------------- -------------- -------------- $ 10,179,000 $ 10,387,000 $ 12,169,000 $ 11,823,000 -------------- -------------- -------------- -------------- -------------- -------------- -------------- --------------
During the year ended September 30, 1995, proceeds from maturities of held-to-maturity securities totaled $139,000. There were no realized gains or losses in 1995. 6. TRANSACTIONS BETWEEN SHAREHOLDER AND COMPANY The Company has a Know-How contract with an affiliate in Germany owned by the Shareholder. This contract provides for the transfer of certain specified Know-How to the Company relating to the operation of healthcare facilities and the healthcare industry in general. The contract limited payments to $400,000 per year, subject to annual revisions. On October 1, 1994, the Know-How contract was amended to limit the Know-How payments to the lesser of 3/4 percent of the Company's net operating revenue, as defined, or $400,000. Such payments totaled $400,000 per year for 1993, 1994 and 1995. In addition, the Company reimbursed the affiliate $147,000, $153,000 and $89,000 for other services during 1993, 1994 and 1995, respectively. F-16 PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1995 6. TRANSACTIONS BETWEEN SHAREHOLDER AND COMPANY (CONTINUED) During November 1993, the Company paid in full the subordinated promissory note payable to shareholder of $4,335,000. In addition, the Company loaned the shareholder $3,200,000 at 8 percent interest due annually with the principal and unpaid interest due November 1996. In May 1994, the shareholder loan was amended to increase shareholder borrowings to $5,000,000. In addition, principal of $1,000,000 and accrued interest are due annually beginning May 1, 1995. The principal portion of the loan due after one year is included in other assets. 7. PENSION PLANS The Company has an Employees' Retirement Savings Plan covering substantially all employees. Eligible employees may contribute up to 20% of pretax compensation limited to an annual maximum in accordance with the Internal Revenue Code. The Company will match $.50 for each $1.00 of employee contributions up to 4% of employees' gross pay. The expense incurred in connection with the plan was $1,180,000, $1,512,000 and $1,592,000 for 1993, 1994 and 1995, respectively. 8. COMMITMENTS AND CONTINGENCIES Future minimum lease commitments for noncancellable operating leases are as follows:
YEAR ENDING SEPTEMBER 30 REAL ESTATE EQUIPMENT TOTAL - -------------------------------------------------------- -------------- ------------- -------------- 1996.................................................. $ 11,111,000 $ 2,684,000 $ 13,795,000 1997.................................................. 10,881,000 2,025,000 12,906,000 1998.................................................. 10,318,000 1,457,000 11,775,000 1999.................................................. 9,946,000 373,000 10,319,000 2000.................................................. 9,897,000 237,000 10,134,000 Thereafter............................................ 16,074,000 190,000 16,264,000 -------------- ------------- -------------- Total minimum lease payments.......................... $ 68,227,000 $ 6,966,000 $ 75,193,000 -------------- ------------- -------------- -------------- ------------- --------------
Certain of these leases include renewal options, contain normal cost escalation clauses and require payment of property taxes, insurance and maintenance costs. The aggregate rental expense was $11,911,000, $17,677,000 and $19,234,000 for 1993, 1994 and 1995, respectively. In August 1994, Dr. Krukemeyer borrowed $15,000,000 from a lending institution (the "Lending Institution") and pledged 45 percent of his stock in the Company to secure the borrowing. To facilitate Dr. Krukemeyer's arrangements with the Lending Institution, the Company amended its $125,000,000 Revolving Credit Facility Agreement (the "Credit Agreement" -- see Note 3) with certain financial institutions (the "Financial Institutions") pursuant to which the Financial Institutions agreed to release 45 percent of their collateral interest in the Company's stock. In the event that either the Company defaults under the Credit Agreement or Dr. Krukemeyer defaults under his obligation to the Lending Institution, the Lending Institution would have the right to foreclose on its 45 percent collateral interest in the Company's stock. In connection with the extension of credit to Dr. Krukemeyer by the Lending Institution, the Company entered into agreements with the Lending Institution agreeing to pay, to the extent permitted by the Credit Agreement and Indenture governing the Company's outstanding 9.875 percent Senior Subordinated Notes due 2003, (i) transfer payments, such as dividends and Know-How payments to Dr. Krukemeyer in an amount equal to 50 percent of the consolidated net income of the Company and its subsidiaries on a quarterly basis, and (ii) salary and bonus payments to Dr. Krukemeyer equal to a minimum of $2,000,000 per year. F-17 PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1995 8. COMMITMENTS AND CONTINGENCIES (CONTINUED) The Company is defending itself against a lawsuit filed by Aetna Life Insurance Company ("Aetna") alleging false diagnosis and billings submitted for treatment of Aetna patients at the Company's psychiatric facilities. Management denies these allegations and believes the ultimate resolution of the lawsuit will not have a material adverse effect on the Company's consolidated financial position. The Company is subject to claims and suits in the ordinary course of business, including those arising from care and treatment afforded at the Company's facilities and maintains insurance and, where appropriate, reserves with respect to the possible liability arising from such claims. Management believes the ultimate resolution of the proceedings presently pending against the Company will not have a material adverse effect on the Company's consolidated financial position. 9. SELF-INSURANCE RESERVES Effective October 1, 1992, the Company formed a wholly-owned subsidiary, Hospital Assurance Company Ltd. ("HAC") to insure general and professional liability and workers' compensation claims up to $500,000 and $250,000 per occurrence, respectively. Between October 1, 1987 and the formation of HAC, the Company was self-insured for the first $500,000 of general and professional liability claims. The Company has third-party excess insurance coverage over the first $500,000 per occurrence up to $100,000,000. Accrued self-insurance reserves include estimates for reported and unreported claims based upon actuarial projections. The general and professional liability reserves for 1993, 1994 and 1995, are discounted at 6.5%, 6.5% and 7.0%, respectively. The excess insurance coverage provides for a retrospective adjustment to premiums to cover losses incurred by the insurance company for all policy years. This general premium adjustment is not to exceed 100% of the standard premium for each individual policy year. The potential maximum general premium adjustment for the period October 1, 1987, through September 30, 1995, is $14,807,000. No general premium adjustment has been made through September 30, 1995, and no significant adjustment is anticipated based upon current claim projections. 10. ACQUISITIONS AND DISPOSITIONS On September 30, 1995, the Company sold Womans Hospital in Mississippi to the facility's lessee for $17,800,000 in cash which resulted in a gain of $9,189,000 (included in operating revenues). Previously, in August 1994, the Company divested the operations of Womans Hospital and entered into an operating lease agreement with the lessee which granted the lessee an option to purchase the facility at a cash flow multiple defined in the lease agreement. Also, in August 1994, the lessee purchased land and a medical office building from the Company for approximately $1,000,000. In October 1993, the Company acquired the land and medical office building along with cash of $698,000 in exchange for land it held with a carrying value of $1,772,000. On September 5, 1995, the Company acquired the real and personal property assets, and inventory of Jackson County Hospital, a 44-bed acute facility in Gainesboro, Tennessee, for $582,000 in cash. The Company is operating the facility under the name of Cumberland River Hospital -- South. During August 1995, the Company sold the real and personal property assets and inventory of Advanced Healthcare Diagnostic Services, a mobile diagnostic imaging company, for $764,000 in cash which resulted in a loss of $163,000 (included in operating revenues). On August 1, 1995, the Company purchased the accounts receivable, equipment and intangible assets of Keith Medical Group, an outpatient medical clinic located in Hollywood, California, for $2,428,000. F-18 PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1995 10. ACQUISITIONS AND DISPOSITIONS (CONTINUED) On June 30, 1994, the Company assumed an operating lease of the real and personal property assets of a 60-bed rehabilitation hospital located in Chico, California, and for approximately $400,000 acquired working capital and equipment. On August 31, 1993, the Company purchased the real and personal property assets of Desert Palms Community Hospital in Palmdale, California for approximately $4,500,000 in cash. The funds were borrowed from the Company's credit facility. On June 30, 1993, the Company executed an operating lease of the real property assets of Halstead Hospital in Halstead, Kansas. The Company also entered into a capital lease for the purchase of substantially all of the personal property at a cost of $3,000,000. American Health Properties, a real estate investment trust that invests primarily in acute care hospitals, is the lessor under both the real property operating lease and the capital lease. On March 1, 1993, the Company entered into an operating lease for the lease of the real property assets of Elmwood Medical Center in Jefferson, Louisiana. American Health Properties is also the lessor under the real property operating lease. The Company also acquired substantially all the personal property at a cost of $9,432,000, including the assumption of existing capital leases. The following table summarizes the unaudited pro forma consolidated results of the Company and its material acquisitions and dispositions as though the acquisitions and dispositions occurred at the beginning of each of the periods presented giving effect to investment earnings on the proceeds from the sale of Womans Hospital, the conversion of the Womans real property operating lease to a sale, and the amortization of the excess of the purchase price over the fair value of assets acquired. The unaudited pro forma information is not necessarily indicative of the actual consolidated results of operations that would have occurred for the years ended September 30, 1994 and 1995, had the acquisitions and dispositions occurred at the beginning of each period and is not intended to be indicative of results which may occur in the future.
YEAR ENDED SEPTEMBER 30 ------------------------ 1994 1995 ----------- ----------- Operating revenues.................................................. $ 501,702 $ 498,889 Income before income taxes and extraordinary loss................... 19,803 11,004 Income before extraordinary loss.................................... 11,674 6,493
11. RESTRUCTURING AND UNUSUAL CHARGES On April 24, 1995, the Company closed the Bellwood Health Center psychiatric facility due to declining admissions. The facility's patients were transferred to another of the Company's psychiatric facilities. Management is currently evaluating the disposition of the physical plant. In connection with the closure, the Company recorded a restructuring charge of $973,000 for employee severance benefits and contract termination costs. In addition, during 1995, the Company paid certain executives special bonuses of $4,177,000 for services provided to the Company. The special bonuses were accounted for as an unusual charge. 12. FAIR VALUES OF FINANCIAL INSTRUMENTS The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments: CASH AND CASH EQUIVALENTS: The carrying amount reported in the balance sheet for cash and cash equivalents approximates its fair value. F-19 PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1995 12. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED) LONG-TERM DEBT: The fair values of the Company's long-term debt are estimated using discounted cash flow analyses, based on the Company's current incremental borrowing rates for similar types of borrowing arrangements. The carrying amounts and fair values of the Company's financial instruments at September 30 are as follows:
1994 1995 ------------------------------ ------------------------------ CARRYING FAIR CARRYING FAIR AMOUNT VALUE AMOUNT VALUE -------------- -------------- -------------- -------------- Cash and cash equivalents....................... $ 1,452,000 $ 1,452,000 $ 2,949,000 $ 2,949,000 Long-term debt: 9.875% senior subordinated notes.............. 75,000,000 73,626,000 75,000,000 79,440,000 Mortgages payable............................. 4,755,000 4,899,000 4,629,000 4,684,000
The carrying amount of the Company's notes payable under revolving credit facility were reasonable approximations of their fair value. It was not practical to estimate the fair value of notes and other receivables because of the lack of a quoted market price and the inability to estimate fair value without incurring excessive costs. Management believes there has been no impairment of the carrying value of notes and other receivables. 13. SUBSEQUENT EVENTS On November 28, 1995, the Company entered into an Asset Exchange Agreement and a Stock Purchase Agreement (the "Exchange Transaction") to acquire substantially all of the assets and operations of Pioneer Valley Hospital ("Pioneer"), a 139-bed hospital located in West Valley City, Utah, Davis Hospital and Medical Center, a 120-bed hospital located in Layton, Utah, and Santa Rosa Medical Center, a 129-bed hospital located in Milton, Florida, in exchange for $38,500,000 in cash, and its Peninsula Medical Center, a 119-bed hospital located in Ormond Beach, Florida, Elmwood Medical Center ("Elmwood"), a 135-bed hospital located in Jefferson, Louisiana, and Halstead Hospital ("Halstead"), a 190-bed hospital located in Halstead, Kansas. Coincident with the Exchange Transaction, the Company will purchase the real property of Elmwood and Halstead from a real estate investment trust ("REIT") for $52,000,000, exchange the Elmwood and Halstead real property for Pioneer's real property, and sell the Pioneer real property to the REIT (the "Real Property Purchase and Sale Transaction"). The Exchange Transaction and the Real Property Purchase and Sale Transaction are expected to close in January 1996 and are not expected to result in a material gain or loss. On December 8, 1995, the Company entered into a new Credit Facility which increased the Company's Credit Facility from $125,000,000 to $230,000,000. The Credit Facility is being increased to finance future acquisitions, refinance the existing Credit Facility borrowings and for general corporate purposes, including working capital and capital expenditures. The new Credit Facility contains pricing terms more favorable to the Company, will be secured by the stock of the Paracelsus subsidiaries and extends the conversion feature to a term loan on November 30, 1998. F-20 PARACELSUS HEALTHCARE CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS) ASSETS
SEPTEMBER 30, MARCH 31, 1995 1996 ------------- ----------- (UNAUDITED) Current assets: Cash and cash equivalents......................................................................... $ 2,949 $ 3,149 Marketable securities............................................................................. 10,387 10,051 Accounts receivable, net.......................................................................... 81,039 88,141 Notes and other receivables....................................................................... 12,502 11,980 Supplies.......................................................................................... 10,565 10,634 Deferred income taxes............................................................................. 16,485 26,463 Other current assets.............................................................................. 4,510 4,798 ------------- ----------- Total current assets............................................................................ 138,437 155,216 Property and equipment.............................................................................. 268,412 275,577 Less accumulated depreciation and amortization...................................................... 102,746 109,848 ------------- ----------- 165,666 165,729 Marketable securities............................................................................... 12,169 14,606 Other assets........................................................................................ 28,360 32,665 ------------- ----------- Total Assets.................................................................................... $344,632 $368,216 ------------- ----------- ------------- ----------- LIABILITIES AND SHAREHOLDER'S EQUITY Current liabilities: Bank drafts outstanding........................................................................... $ 4,991 $ 3,135 Accounts payable and other current liabilities.................................................... 59,615 68,627 Current maturities of long-term debt and capital lease obligations................................ 8,658 5,186 Current portion of self-insurance reserves........................................................ 4,792 4,853 ------------- ----------- Total current liabilities....................................................................... 78,056 81,801 Long-term debt and capital lease obligations less current maturities................................ 113,070 139,475 Self-insurance reserves, less current portion....................................................... 25,176 25,827 Deferred income taxes............................................................................... 23,255 24,607 Minority interests.................................................................................. 126 141 Shareholder's equity: Common stock...................................................................................... 4,500 4,500 Additional paid-in capital........................................................................ 390 390 Unrealized gains on marketable securities......................................................... 137 42 Retained earnings................................................................................. 99,922 91,433 ------------- ----------- Total shareholder's equity...................................................................... 104,949 96,365 ------------- ----------- Total liabilities and shareholder's Equity...................................................... $344,632 $368,216 ------------- ----------- ------------- -----------
Note: The balance sheet at September 30, 1995 has been derived from the audited financial statements at that date and includes all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See notes to unaudited condensed consolidated financial statements. F-21 PARACELSUS HEALTHCARE CORPORATION CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (DOLLARS IN THOUSANDS)
SIX MONTHS ENDED MARCH 31, ------------------------ 1995 1996 ----------- ----------- Total operating revenues................................................................ $ 252,356 $ 260,590 Costs and expenses: Salaries and benefits................................................................. 108,575 113,162 Supplies.............................................................................. 21,432 19,363 Purchased services.................................................................... 28,118 34,174 Provision for bad debts............................................................... 19,283 20,191 Other operating expenses.............................................................. 46,730 46,906 Depreciation and amortization......................................................... 8,734 7,972 Interest expense...................................................................... 7,652 7,685 Settlement costs...................................................................... -- 22,356 ----------- ----------- Total costs and expenses............................................................ 240,524 271,809 Income (loss) before minority interests and income taxes........................................................................... 11,832 (11,219) Minority interests...................................................................... (1,204) (1,072) ----------- ----------- Income (loss) before income taxes....................................................... 10,628 (12,291) Provision for income taxes (benefit).................................................... 4,357 (5,040) ----------- ----------- Net income (loss)....................................................................... $ 6,271 $ (7,251) ----------- ----------- ----------- -----------
See accompanying notes F-22 PARACELSUS HEALTHCARE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (DOLLARS IN THOUSANDS)
SIX MONTHS ENDED MARCH 31, ---------------------- 1995 1996 ---------- ---------- OPERATING ACTIVITIES Net income (loss)........................................................................ $ 6,271 $ (7,251) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization.......................................................... 8,734 7,972 Deferred income taxes.................................................................. (2,931) (8,576) Minority interests..................................................................... 1,204 1,072 Changes in operating assets and liabilities: Accounts receivable.................................................................. (7,608) (7,102) Supplies and other current assets.................................................... 466 (357) Notes and other receivables.......................................................... (129) 522 Bank drafts outstanding.............................................................. (342) (1,856) Accounts payable and other current liabilities....................................... (3,445) 9,012 Self-insurance reserves.............................................................. 2,893 712 ---------- ---------- Net cash (used in) provided by operating activities...................................... 5,113 (5,852) INVESTING ACTIVITIES Purchase of marketable securities........................................................ (2,470) (2,246) Additions to property and equipment...................................................... (5,322) (7,123) Decrease in minority interests........................................................... (1,250) (1,057) Increase in other assets................................................................. (1,998) (5,217) ---------- ---------- Net cash used in investing activities.................................................... (11,040) (15,643) FINANCING ACTIVITIES Long-term borrowings..................................................................... 32,500 31,500 Payments of long-term debt and capital lease obligations................................. (24,278) (8,567) Dividends to shareholder................................................................. (1,640) (1,238) ---------- ---------- Net cash provided by financing activities................................................ 6,582 21,695 ---------- ---------- Increase in cash and cash equivalents.................................................... 655 200 Cash and cash equivalents at beginning of period......................................... 1,452 2,949 ---------- ---------- Cash and cash equivalents at end of period............................................... $ 2,107 $ 3,149 ---------- ---------- ---------- ---------- SUPPLEMENTARY CASH FLOW INFORMATION: Cash paid during the period for: Income taxes........................................................................... $ 5,977 $ 5,048 ---------- ---------- ---------- ---------- Interest............................................................................... $ 7,041 $ 7,534 ---------- ---------- ---------- ---------- DETAILS OF UNREALIZED (LOSSES) GAINS ON MARKETABLE SECURITIES: Marketable securities.................................................................. 5 (145) Deferred taxes......................................................................... 2 (50) ---------- ---------- Increase (decrease) in shareholder's equity.............................................. $ 3 $ (95) ---------- ---------- ---------- ----------
See accompanying notes F-23 PARACELSUS HEALTHCARE CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1996 NOTE 1. BASIS OF PRESENTATION The interim condensed consolidated financial statements included herein have been prepared by Paracelsus Healthcare Corporation (the "Company") without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures, normally included in the financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted pursuant to such SEC rules and regulations; nevertheless, the management of the Company believes that the disclosures herein are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company's most recent Annual Report on Form 10-K, filed with the SEC in December 1995. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary to present fairly the consolidated financial position of the Company with respect to the interim condensed consolidated financial statements, and the consolidated results of its operations and its cash flows for the interim periods then ended, have been included. The results of operations for the interim periods are not necessarily indicative of the results for the full year. NOTE 2. MARKETABLE SECURITIES On November 15, 1995, the FASB staff issued a Special Report, A Guide to Implementation of Statement 115 on Accounting for Certain Investments in Debt and Equity Securities. In accordance with provisions in that Special Report, the Company chose to reclassify securities from held-to-maturity to available-for-sale. At the date of transfer the amortized cost of those securities was $2,000,000 and the unrealized loss on those securities was $13,000, which was included in shareholder's equity. NOTE 3. CONTINGENCIES The Company is subject to claims and suits in the ordinary course of business, including those arising from care and treatment afforded at the Company's facilities and maintains insurance and, where appropriate, reserves with respect to the possible liability arising from such claims. Management believes the ultimate resolution of the proceedings presently pending against the Company(or any of its subsidiaries) will not have a material effect on the Company's financial position, results of operations, or cash flows. NOTE 4. ACQUISITIONS/CLOSURES On April 11, 1996, the Company entered into an Asset Purchase Agreement to acquire a 125-bed acute care hospital located in Salt Lake City, Utah and its surrounding campus for approximately $70 million in cash. The transaction is expected to close in May 1996. On April 12, 1996, the Company entered into an Agreement and Plan of Merger ("the Merger Agreement") with Champion Healthcare Corporation ("Champion"). The Merger Agreement provides for, among other things, the merger (the "Merger") of PC Merger Sub., Inc. a newly organized wholly owned subsidiary of the Company, with and into Champion. Prior to the effective date of the Merger, the Company's Common Stock will be split. At the effective date of the Merger, the holders of Champion Common Stock will receive one right, and the holders of Champion Preferred Stock will receive two rights, to receive one share of the Company's Common Stock. Following the Merger, the Company's sole shareholder will own approximately 60 percent of the Company's Common Stock and the stockholders of Champion will own approximately 40 percent of the Company's Common Stock. The Merger must be approved by the Stockholders of Champion. Concurrent with the Merger Agreement, the Company will enter into a Dividend and Note Agreement which will provide a dividend F-24 PARACELSUS HEALTHCARE CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) MARCH 31, 1996 NOTE 4. ACQUISITIONS/CLOSURES (CONTINUED) distribution to the Company' sole shareholder, who will in turn loan to the Company a portion of the proceeds from the dividend distribution. The Merger will be accounted for using the purchase method of accounting and is expected to close in August 1996. On March 15, 1996 the Company closed Desert Palms Community Hospital, an acute care hospital located in Palmdale, California. On November 28, 1995, the Company entered into an Asset Exchange Agreement and a Stock Purchase Agreement (the "Exchange Transaction") to acquire Pioneer Valley Hospital Hospital ("Pioneer"), a 139-bed hospital located in West Valley City, Utah, Davis Hospital and Medical Center, 120-bed hospital located in Laydon, Utah, and Santa Rosa Medical Center, a 129-bed hospital located in Milton, Florida, in exchange for $38,500,000 in cash, and its Peninsula Medical Center, a 119-bed hospital located in Ormond Beach, Florida, Elmwood Medical Center ("Elmwood"), a 135-bed hospital located in Jefferson, Louisiana, and Halstead Hospital ("Halstead"), a 190-bed hospital located in Halstead, Kansas. Coincident with the Exchange Transaction, the Company will purchase the real property of Elmwood and Halstead from a real estate investment trust ("REIT"), exchange the Elmwood and Halstead real property for Pioneer's real property, and sell the Pioneer real property to the REIT (the "Real Property Purchase and Sale Transaction"). The Exchange Transaction and the Real Property Purchase and Sale Transaction are expected to close in May 1996 and are not expected to result in a material gain or loss. NOTE 5. SETTLEMENT COSTS During March 1996, the Company settled two lawsuits in connection with the operation of its psychiatric programs. The Company recognized a charge for settlement costs totaling $22,356,000 in the quarter ended March 31, 1996, for the payment of legal fees associated with these two lawsuits, the settlement payments, and the write off of certain psychiatric accounts receivables. The Company did not admit liability in either case but resolved its dispute through the settlements in order to re-establish a business relationship and/or avoid further legal costs in connection with the disputes. F-25 REPORT OF INDEPENDENT AUDITORS Board of Directors Davis Hospital and Medical Center Pioneer Valley Hospital and Santa Rosa Medical Center We have audited the accompanying combined balance sheets of Davis Hospital and Medical Center, Pioneer Valley Hospital and Santa Rosa Medical Center (the "Hospitals") (all of which are wholly owned subsidiaries of Columbia/HCA Healthcare Corporation) as of December 31, 1994 and 1995, and the related statements of income and changes in retained earnings and cash flows for the years then ended. These financial statements are the responsibility of the Hospitals' management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as 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 combined financial position of Davis Hospital and Medical Center, Pioneer Valley Hospital and Santa Rosa Medical Center at December 31, 1994 and 1995, and the combined results of their operations and their cash flows for the years then ended, in conformity with generally accepted accounting principles. ERNST & YOUNG LLP Salt Lake City, Utah May 17, 1996 F-26 DAVIS HOSPITAL AND MEDICAL CENTER PIONEER VALLEY HOSPITAL SANTA ROSA MEDICAL CENTER COMBINED BALANCE SHEETS
DECEMBER 31 -------------------- 1994 1995 --------- --------- (IN THOUSANDS) ASSETS Current assets: Cash...................................................................................... $ 456 $ 656 Accounts receivable, less allowance for doubtful accounts of $4,554 in 1994 and $6,641 in 1995..................................................................................... 14,494 13,658 Inventories............................................................................... 1,933 2,243 Prepaid expenses and other................................................................ 614 1,088 --------- --------- Total current assets........................................................................ 17,497 17,645 Property, plant and equipment, less accumulated depreciation................................ 50,723 49,215 Prepaid lease............................................................................... 5,101 6,864 Leasehold value, less accumulated amortization of $2,209 in 1994 and $2,498 in 1995......... 3,191 2,902 Other assets................................................................................ 4,206 4,264 --------- --------- Total assets................................................................................ $ 80,718 $ 80,890 --------- --------- --------- --------- LIABILITIES AND SHAREHOLDER'S EQUITY Current liabilities: Accounts payable and other current liabilities............................................ $ 7,056 $ 7,356 Intercompany liabilities.................................................................... 44,765 40,266 Shareholder's equity: Common stock, Class B, $1 par value - 3,000 shares authorized and issued.................. 3 3 Additional paid in capital................................................................ 8,259 8,259 Retained earnings......................................................................... 20,635 25,006 --------- --------- Total shareholder's equity.................................................................. 28,897 33,268 --------- --------- Total liabilities and shareholder's equity.................................................. $ 80,718 $ 80,890 --------- --------- --------- ---------
See accompanying notes. F-27 DAVIS HOSPITAL AND MEDICAL CENTER PIONEER VALLEY HOSPITAL SANTA ROSA MEDICAL CENTER COMBINED STATEMENTS OF INCOME AND CHANGES IN RETAINED EARNINGS
YEAR ENDED DECEMBER 31 --------------------- 1994 1995 --------- ---------- (IN THOUSANDS) Total operating revenues.................................................................. $ 99,096 $ 105,307 Costs and expenses: Salaries, wages, and benefits........................................................... 35,370 39,088 Supplies................................................................................ 13,452 14,680 Purchased services...................................................................... 9,368 10,158 Other operating expenses................................................................ 11,486 12,376 Provision for doubtful accounts......................................................... 6,019 7,515 Depreciation and amortization........................................................... 6,154 5,570 Interest expense........................................................................ 3,835 3,280 Management fees......................................................................... 1,984 5,400 --------- ---------- Total costs and expenses.................................................................. 87,668 98,067 --------- ---------- Income before income taxes................................................................ 11,428 7,240 Income taxes.............................................................................. 4,514 2,869 --------- ---------- Net income................................................................................ 6,914 4,371 Retained earnings at beginning of year.................................................... 13,721 20,635 --------- ---------- Retained earnings at end of year.......................................................... $ 20,635 $ 25,006 --------- ---------- --------- ----------
See accompanying notes. F-28 DAVIS HOSPITAL AND MEDICAL CENTER PIONEER VALLEY HOSPITAL SANTA ROSA MEDICAL CENTER COMBINED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31 -------------------- 1994 1995 --------- --------- (IN THOUSANDS) CASH FLOWS FROM OPERATING ACTIVITIES Net income.................................................................................. $ 6,914 $ 4,371 Adjustment to reconcile net income to net cash provided by operating activities: Depreciation and amortization............................................................. 6,154 5,570 Changes in operating assets and liabilities: Accounts receivable..................................................................... (388) 836 Prepaid expenses, inventory and other current assets.................................... (183) (784) Accounts payable and other liabilities.................................................. 201 300 --------- --------- Net cash provided by operating activities................................................... 12,698 10,293 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property, plant and equipment.................................................. (5,883) (4,171) Disposals of property, plant and equipment.................................................. 53 109 (Increase) decrease in net leasehold value and other long-term assets....................... 1,170 (1,532) --------- --------- Net cash used in investing activities....................................................... (4,660) (5,594) CASH FLOWS FROM FINANCING ACTIVITIES Net transfers to Columbia................................................................... (7,583) (4,499) --------- --------- Increase in cash............................................................................ 455 200 Cash at beginning of year................................................................... 1 456 --------- --------- Cash at end of year......................................................................... $ 456 $ 656 --------- --------- --------- --------- Supplemental cash flow information: Cash paid during the year for: Interest payments......................................................................... $ 3,835 $ 3,280 Income tax payments....................................................................... 4,514 2,869 Significant noncash transaction: Prepayment of lease through intercompany balances......................................... -- 2,000
See accompanying notes. F-29 DAVIS HOSPITAL AND MEDICAL CENTER PIONEER VALLEY HOSPITAL SANTA ROSA MEDICAL CENTER NOTES TO COMBINED FINANCIAL STATEMENTS DECEMBER 31, 1995 1. ORGANIZATION Davis Hospital and Medical Center, Pioneer Valley Hospital and Santa Rosa Medical Center (the "Hospitals") are indirect wholly owned subsidiaries of Columbia/HCA Healthcare Corporation ("Columbia"). The Hospitals provide health care services to patients in and around their respective communities in Utah (Davis Hospital and Medical Center and Pioneer Valley Hospital) and Florida (Santa Rosa Medical Center). The Hospitals receive payment for patient services from the federal government primarily under the Medicare program, state programs under their respective Medicaid programs, health maintenance organizations, preferred provider organizations and other private insurers and directly from patients. In connection with a Federal Trade Commission consent order resulting from Columbia's merger with Health Trust, Inc. ("HTI"), Columbia agreed to sell the Hospitals to Paracelsus Healthcare Corporation ("Paracelsus"). The Hospitals and related entities were exchanged for three Paracelsus hospitals and related entities as well as an additional cash payment as defined by the agreement. The transaction closed on May 16, 1996. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PREPARATION OF FINANCIAL STATEMENTS The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. BASIS OF COMBINATION The combined financial statements presented herein will be referred to for the years ended December 31, but will include the financial statements of Davis Hospital and Pioneer Valley Hospital for the years ended December 31, and Santa Rosa Medical Center for the years ended August 31. OPERATING REVENUES AND RECEIVABLES Operating revenues are based on established billing rates less allowances and discounts for patients covered by Medicare, Medicaid and various other discount arrangements. Payments received under these programs and arrangements, which are based on either predetermined rates or the cost of services, are generally less than the Hospital's customary charges, and the differences are recorded as contractual adjustments or policy discounts at the time service is rendered. These contractual adjustments totaled $49,738,000 and $56,580,000 for 1994 and 1995, respectively. Normal estimation differences between final settlements and amounts recognized in previous years are reported as contractual adjustments in the current year. The administrative procedures for cost-based programs preclude final determination of the payments due or receivable until after the Hospitals' cost reports are audited or otherwise reviewed by and settled with the respective program agencies. The Hospitals' estimate for final settlements of all years through 1995 has been reflected in the combined financial statements. F-30 DAVIS HOSPITAL AND MEDICAL CENTER PIONEER VALLEY HOSPITAL SANTA ROSA MEDICAL CENTER NOTES TO COMBINED FINANCIAL STATEMENTS DECEMBER 31, 1995 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Patient revenues under the Medicare and Medicaid programs amounted to approximately 43% and 40% of total patient revenues in 1994 and 1995, respectively. The Hospitals do not believe that there are any credit risks associated with receivables due from governmental agencies. Concentrations of credit risk from other payors is limited by the number of patients and payors. INTERCOMPANY LIABILITIES Intercompany liabilities represent, in part, the net excess of funds transferred to or paid on behalf of the Hospitals over funds transferred to the centralized cash management account of Columbia. Generally, this balance is increased by automatic cash transfers from the account to reimburse the Hospitals' bank accounts for operating expenses and to pay the Hospitals' debt, completed construction project additions, fees and services provided by Columbia and other operating expenses, such as payroll, interest, insurance, and income taxes. Generally, the balance is decreased through daily cash deposits by the Hospitals to the account. Management fees represent an allocation of home office and regional expenses of Columbia. At December 31, 1994 and 1995, intercompany balances also include certain long-term debt balances amounting to $33,553,000 and $29,616,000, respectively, which were allocated to the Hospitals by Columbia. All principal and interest payments on the debt allocated from Columbia are made by the Hospitals through Columbia. The Hospitals were charged interest on the allocated debt at rates ranging from 11.9% to 10% during 1994 and 1995. INVENTORIES Inventories consisting of drugs and other supplies are stated at cost (first-in, first-out method) which is not in excess of market. PROPERTY AND EQUIPMENT Depreciation is computed by the straight-line method over the estimated useful life of the assets. Depreciation rates for buildings and improvements are equivalent to useful lives ranging generally from 10 to 20 years. Estimated useful lives of equipment vary generally from 4 to 10 years. INCOME TAXES Columbia files consolidated federal and state income tax returns which include the accounts of the Hospitals. The provision for income taxes is determined utilizing maximum federal and state statutory rates applied to income before income taxes adjusted for certain items which are not deductible. Income tax benefits or liabilities are reflected in the intercompany liabilities. All income tax payments are made by the Hospitals through Columbia. GENERAL AND PROFESSIONAL LIABILITY RISKS Columbia assumes the liability for all general and professional liability claims incurred and maintains the related reserve; accordingly, no reserve for liability risks is recorded on the accompanying combined balance sheets. Prior to April 24, 1995, Columbia maintained self-insurance coverage for general and professional liability risks of the Hospitals. Davis Hospital and Medical Center maintained reserves for general and professional liability risk up to certain deductible limits during 1994. F-31 DAVIS HOSPITAL AND MEDICAL CENTER PIONEER VALLEY HOSPITAL SANTA ROSA MEDICAL CENTER NOTES TO COMBINED FINANCIAL STATEMENTS DECEMBER 31, 1995 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Costs attributable to the Hospitals were allocated based on actuarially determined estimates. Effective April 24, 1995, the cost of general and professional liability coverage were allocated by Columbia's captive insurance company to the Hospitals based on actuarially determined estimates. The cost for 1994 and 1995 was approximately $1,046,000 and $1,137,000, respectively. The Hospitals participate in a self-insured program for workers' compensation and health insurance administered by Columbia. The cost, based on the Hospitals' experience, was approximately $1,798,000 and $2,826,000 for 1994 and 1995, respectively. LITIGATION AND OTHER MATTERS The Hospitals are subject to claims and suits arising in the ordinary course of business. In the opinion of management, the ultimate resolution of such pending legal proceedings will not have a material effect on the Hospitals' financial position, results of operations or cash flows. 3. PROPERTY, PLANT AND EQUIPMENT A summary of property, plant and equipment is as follows:
DECEMBER 31 -------------------- 1994 1995 --------- --------- (IN THOUSANDS) Land and improvements................................................... $ 1,831 $ 1,824 Buildings and improvements.............................................. 39,825 40,507 Equipment............................................................... 41,938 45,957 --------- --------- 83,594 88,288 Less accumulated depreciation........................................... 34,493 39,363 --------- --------- 49,101 48,925 Construction in progress................................................ 1,622 290 --------- --------- $ 50,723 $ 49,215 --------- --------- --------- ---------
4. RETIREMENT PLANS The Hospitals participate in Columbia's defined contribution retirement plans, which cover substantially all employees. Benefits are determined primarily as a percentage of a participant's earned income. Retirement expense was approximately $1,676,000 in 1994 and $1,293,000 in 1995. 5. LEASES Operating lease rental expense relating primarily to the rental of buildings and equipment was approximately $2,662,000 and $3,367,000 in 1994 and 1995, respectively. F-32 DAVIS HOSPITAL AND MEDICAL CENTER PIONEER VALLEY HOSPITAL SANTA ROSA MEDICAL CENTER NOTES TO COMBINED FINANCIAL STATEMENTS DECEMBER 31, 1995 5. LEASES (CONTINUED) Future minimum rental commitments under noncancelable operating leases (with an initial or remaining term in excess of one year) at December 31, 1995, are as follows (in thousands):
1996........................................ $ 3,133 1997........................................ 3,069 1998........................................ 3,048 1999........................................ 2,666 2000........................................ 1,774 Thereafter.................................. 9,098 --------- Total minimum rental commitments............ $ 22,788 --------- ---------
6. PREPAID LEASE Santa Rosa Medical Center is party to a prepaid lease agreement with Santa Rosa County to lease certain real property and improvements. Effective September 1, 1994, the initial 20-year lease term, scheduled to terminate in the year 2005, was extended to the year 2025 for $2,000,000. In connection with the lease extension, Santa Rosa Medical Center agreed to make capital improvements through December 31, 2004, aggregating not less than $5,000,000. Leasehold value in the accompanying combined balance sheets represents the difference between market rent and contract rent, discounted to present value over the initial lease term, at the date of acquisition of the Hospital by HTI. Leasehold value is being amortized over the remaining initial lease term on a straight-line basis. 7. AFFILIATED COMPANIES The Hospitals incur expenses for management services provided by Columbia. Due to the related nature of these entities, the amounts paid may not have been the same if similar activities had been undertaken with unrelated parties. F-33 DAVIS HOSPITAL AND MEDICAL CENTER PIONEER VALLEY HOSPITAL SANTA ROSA MEDICAL CENTER UNAUDITED COMBINED BALANCE SHEET
MARCH 31, 1996 -------------- (IN THOUSANDS) ASSETS Current assets: Cash........................................................................ $ 206 Accounts receivable, less allowance for doubtful accounts................... 15,664 Inventories................................................................. 2,019 Prepaid expenses and other.................................................. 1,040 -------------- Total current assets.......................................................... 18,929 Property, plant and equipment, less accumulated depreciation.................. 47,561 Prepaid lease................................................................. 5,961 Leasehold value, less accumulated amortization................................ 2,757 Other assets.................................................................. 4,063 -------------- Total assets.................................................................. $ 79,271 -------------- -------------- LIABILITIES AND SHAREHOLDER'S EQUITY Current liabilities: Accounts payable and other current liabilities.............................. $ 8,750 Intercompany liabilities...................................................... 36,324 Shareholder's equity: Common stock, Class B, $1 par value -- 3,000 shares authorized and issued... 3 Additional paid in capital.................................................. 8,259 Retained earnings........................................................... 25,935 -------------- Total shareholder's equity.................................................... 34,197 -------------- Total liabilities and shareholder's equity.................................... $ 79,271 -------------- --------------
See accompanying notes. F-34 DAVIS HOSPITAL AND MEDICAL CENTER PIONEER VALLEY HOSPITAL SANTA ROSA MEDICAL CENTER UNAUDITED COMBINED STATEMENTS OF INCOME AND CHANGES IN RETAINED EARNINGS
THREE MONTHS ENDED MARCH 31 -------------------- 1995 1996 --------- --------- (IN THOUSANDS) Total operating revenues.................................................................... $ 26,861 $ 28,075 Costs and expenses: Salaries, wages, and benefits............................................................. 9,712 10,658 Supplies.................................................................................. 3,862 3,980 Purchased services........................................................................ 2,232 2,908 Other operating expenses.................................................................. 3,190 3,202 Provision for doubtful accounts........................................................... 1,495 1,777 Depreciation and amortization............................................................. 1,568 1,581 Interest expense.......................................................................... 854 576 Management fees........................................................................... 583 1,857 --------- --------- Total costs and expenses.................................................................... 23,496 26,539 --------- --------- Income before income taxes.................................................................. 3,365 1,536 Income taxes................................................................................ 1,329 607 --------- --------- Net income.................................................................................. 2,036 929 Retained earnings at beginning of period.................................................... 20,635 25,006 --------- --------- Retained earnings at end of period.......................................................... $ 22,671 $ 25,935 --------- --------- --------- ---------
See accompanying notes. F-35 DAVIS HOSPITAL AND MEDICAL CENTER PIONEER VALLEY HOSPITAL SANTA ROSA MEDICAL CENTER UNAUDITED COMBINED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31 -------------------- 1995 1996 --------- --------- (IN THOUSANDS) CASH FLOWS FROM OPERATING ACTIVITIES Net income.................................................................................. $ 2,036 $ 929 Adjustment to reconcile net income to net cash provided by operating activities: Depreciation and amortization............................................................. 1,568 1,581 Changes in operating assets and liabilities: Accounts receivable..................................................................... (1,842) (2,006) Prepaid expenses and inventories........................................................ (322) 272 Accounts payable and other current liabilities.......................................... 114 1,394 --------- --------- Net cash provided by operating activities................................................... 1,554 2,170 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property, plant and equipment.................................................. (950) -- Disposals of property, plant and equipment.................................................. -- 73 Decrease in net leasehold value and other long term assets.................................. (750) 1,249 --------- --------- Net cash used in investing activities....................................................... (1,700) 1,322 CASH FLOWS FROM FINANCING ACTIVITIES Net transfers (to) from Columbia............................................................ 58 (3,942) --------- --------- Increase in cash............................................................................ (88) (450) Cash at beginning of period................................................................. 456 656 --------- --------- Cash at end of period....................................................................... $ 368 $ 206 --------- --------- --------- --------- Supplemental cash flow information: Cash paid during the period for: Interest payments......................................................................... $ 854 $ 576 Income tax payments....................................................................... 1,329 607
See accompanying notes. F-36 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors Champion Healthcare Corporation We have audited the accompanying consolidated balance sheet of Champion Healthcare Corporation as of December 31, 1994 and 1995, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1995. 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 generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Champion Healthcare Corporation as of December 31, 1994 and 1995, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. COOPERS & LYBRAND L.L.P. Houston, Texas February 27, 1996 F-37 CHAMPION HEALTHCARE CORPORATION CONSOLIDATED BALANCE SHEET ASSETS
DECEMBER 31, ---------------------- 1994 1995 ---------- ---------- (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) Current assets: Cash and cash equivalents.............................................................. $ 48,424 $ 7,583 Restricted cash........................................................................ 5,000 -- Accounts receivable, less allowance for doubtful accounts of $4,959 and $10,118 in 1994 and 1995, respectively................................................................ 17,115 33,262 Supplies inventory..................................................................... 1,942 3,470 Prepaid expenses and other current assets.............................................. 4,899 6,264 ---------- ---------- Total current assets................................................................... 77,380 50,579 Property and equipment: Land................................................................................... 4,510 6,418 Buildings and improvements............................................................. 48,888 115,688 Equipment.............................................................................. 25,016 42,343 Construction in progress............................................................... 8,839 4,666 ---------- ---------- Total property and equipment......................................................... 87,253 169,115 Less allowances for depreciation and amortization...................................... 5,340 10,733 ---------- ---------- Total property and equipment, net.................................................... 81,913 158,382 Investment in Dakota Heartland Health System............................................. 40,088 48,145 Goodwill, net of accumulated amortization of $37 and $1,051 in 1994 and 1995, respectively................................................... 5,947 20,933 Intangible assets, net of accumulated amortization of $1,647 and $2,052 in 1994 and 1995, respectively................................................... 5,718 7,438 Other assets............................................................................. 5,507 5,783 ---------- ---------- Total assets......................................................................... $ 216,553 $ 291,260 ---------- ---------- ---------- ---------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt...................................................... $ 4,221 $ 1,166 Current portion of capital lease obligations........................................... 560 1,301 Accounts payable....................................................................... 10,637 13,952 Due to third parties................................................................... 2,241 8,829 Accrued and other liabilities.......................................................... 8,446 15,490 ---------- ---------- Total current liabilities............................................................ 26,105 40,738 Long-term debt........................................................................... 102,626 159,670 Capital lease obligations................................................................ 2,658 2,777 Other long-term liabilities.............................................................. 11,037 10,177 Commitments and contingencies (Notes 3 and 13) Redeemable preferred stock............................................................... 76,294 46,029 Common stock, $.01 par value: Authorized - 25,000,000 shares, 4,223,975 and 11,868,230 shares issued and outstanding in 1994 and 1995, respectively........................................................ 42 119 Common stock subscribed, 100,000 and 80,000 shares in 1994 and 1995, respectively........ 50 40 Common stock subscription receivable..................................................... (50) (40) Paid in capital.......................................................................... 15,998 47,643 Accumulated deficit...................................................................... (18,207) (15,893) ---------- ---------- Total liabilities and stockholders' equity........................................... $ 216,553 $ 291,260 ---------- ---------- ---------- ----------
See notes to consolidated financial statements. F-38 CHAMPION HEALTHCARE CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, ------------------------------------- 1993 1994 1995 ----------- ----------- ----------- (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) Net patient service revenue................................................ $ 86,728 $ 99,613 $ 163,500 Other revenue.............................................................. 3,104 4,580 4,020 ----------- ----------- ----------- Net revenue............................................................ 89,832 104,193 167,520 Expenses: Salaries and benefits.................................................... 36,698 41,042 72,188 Supplies................................................................. 11,641 12,744 21,113 Other operating expenses................................................. 24,033 29,767 44,594 Provision for bad debts.................................................. 5,669 7,812 12,016 Interest................................................................. 2,725 6,375 13,618 Depreciation and amortization............................................ 3,524 4,010 9,290 Equity in earnings of Dakota Heartland Health System..................... -- -- (8,881) Asset write-down......................................................... 15,456 -- -- ----------- ----------- ----------- Total expenses......................................................... 99,746 101,750 163,938 ----------- ----------- ----------- Income (loss) before income taxes and extraordinary items................ (9,914) 2,443 3,582 Provision for income taxes................................................. 1,009 200 150 ----------- ----------- ----------- Income (loss) before extraordinary items................................. (10,923) 2,243 3,432 Extraordinary items: Loss on early extinguishment of debt, net of tax benefit of $634 for 1993.................................................................... (1,230) -- (1,118) ----------- ----------- ----------- Net income (loss)........................................................ $ (12,153) $ 2,243 $ 2,314 ----------- ----------- ----------- ----------- ----------- ----------- Loss applicable to common stock.......................................... $ (13,805) $ (2,467) $ (9,017) ----------- ----------- ----------- ----------- ----------- ----------- Loss per common share: Loss before extraordinary items.......................................... $ (11.21) $ (1.69) $ (1.86) Extraordinary items...................................................... (1.10) -- (0.26) ----------- ----------- ----------- Loss per common share.................................................. $ (12.31) $ (1.69) $ (2.12) ----------- ----------- ----------- ----------- ----------- -----------
See notes to consolidated financial statements. F-39 CHAMPION HEALTHCARE CORPORATION CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
COMMON STOCK COMMON STOCK ADDITIONAL -------------------------- ---------------------------- PAID-IN ACCUMULATED SHARES AMOUNT SUBSCRIBED RECEIVABLE CAPITAL DEFICIT ------------- ----------- ------------- ------------- ----------- ------------ BALANCES AT JANUARY 1, 1993........... 1,100,000 $ 11 $ 50 $ (50) $ (2,363) Preferred stock dividends accrued, including accretion of issuance costs................................ (1,652) Exercise of bridge loan warrants...... 26,250 Net loss.............................. (12,153) ------------- ----- --- --- ----------- ------------ BALANCES AT DECEMBER 31, 1993......... 1,126,250 11 50 (50) (16,168) Exercise of bridge loan warrants...... 83,044 1 Shares issued in AmeriHealth acquisition.......................... 3,014,681 30 $ 16,426 Preferred stock dividends accrued, including accretion of issuance costs................................ (428) (4,282) Net income............................ 2,243 ------------- ----- --- --- ----------- ------------ BALANCES AT DECEMBER 31, 1994......... 4,223,975 42 50 (50) 15,998 (18,207) Preferred stock dividends accrued, including accretion of issuance costs................................ (5,982) Dividends declared pursuant to the Recapitalization..................... (5,349) Issuance of warrants.................. 668 Exercise of options/stock subscriptions........................ 38,411 1 (10) 10 108 Shares issued pursuant to the Recapitalization, net of issuance costs................................ 7,605,844 76 42,200 Net income............................ 2,314 ------------- ----- --- --- ----------- ------------ BALANCES AT DECEMBER 31, 1995......... 11,868,230 $ 119 $ 40 $ (40) $ 47,643 $ (15,893) ------------- ----- --- --- ----------- ------------ ------------- ----- --- --- ----------- ------------
See notes to consolidated financial statements. F-40 CHAMPION HEALTHCARE CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, ----------------------------------- 1993 1994 1995 ----------- ---------- ---------- (DOLLARS IN THOUSANDS) Operating activities: Net income (loss).......................................................... $ (12,153) $ 2,243 $ 2,314 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Extraordinary loss, net.................................................. 1,230 -- 1,118 Equity in earnings of Dakota Heartland Health System, net of distributions.................................................... -- -- (8,056) Depreciation and amortization............................................ 3,524 4,010 9,290 Deferred income taxes.................................................... (1,171) 1,600 -- Provision for bad debts.................................................. 5,669 7,812 12,016 Asset write-down......................................................... 15,456 -- -- Changes in operating assets and liabilities, excluding acquisitions: Accounts receivable.................................................... (6,842) (9,088) (14,864) Supplies inventory..................................................... (446) (264) 144 Prepaid expenses and other current assets.............................. (169) (4,154) 2,103 Other assets........................................................... (1,654) (908) (3,210) Accounts payable, income taxes payable and other accrued liabilities... 1,935 (1,968) 12,037 ----------- ---------- ---------- Net cash provided by (used in) operating activities.................. 5,379 (717) 12,892 ----------- ---------- ---------- Investing activities: Purchase of facilities................................................... (5,813) -- (59,810) Net payment for investment in partnership................................ -- (20,000) (2,000) Cash acquired in acquisitions............................................ -- 4,341 361 Additions to property and equipment...................................... (4,726) (12,561) (42,822) Proceeds from sales of property and equipment............................ -- -- 1,704 Investment in note receivable............................................ -- (757) (2,524) ----------- ---------- ---------- Net cash used in investing activities................................ (10,539) (28,977) (105,091) ----------- ---------- ---------- Financing activities: Proceeds from issuance of long-term obligations.......................... 63,091 19,133 143,532 Payments related to issuance of long-term debt obligations and other financing costs......................................................... (2,396) -- (3,927) Payments on long-term obligations........................................ (28,516) (2,300) (94,715) Payments on obligations assumed through acquisitions..................... -- (10,911) -- Proceeds from issuance of redeemable preferred stock and stock warrants................................................................ 34,345 11,223 793 Payments related to preferred and common stock issuance.................. (882) -- (38) Cash restricted under collateral agreement............................... -- (5,713) -- Cash released under collateral agreement................................. -- -- 5,713 ----------- ---------- ---------- Net cash provided by financing activities............................ 65,642 11,432 51,358 ----------- ---------- ---------- (Decrease) increase in cash and cash equivalents..................... 60,482 (18,262) (40,841) Cash and cash equivalents at beginning of year............................. 6,204 66,686 48,424 ----------- ---------- ---------- Cash and cash equivalents at end of year................................... $ 66,686 $ 48,424 $ 7,583 ----------- ---------- ---------- ----------- ---------- ----------
See notes to consolidated financial statements. F-41 CHAMPION HEALTHCARE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. ORGANIZATIONAL BACKGROUND Champion Healthcare Corporation (the "Company"), a Delaware corporation, is engaged in the ownership and management of general acute care and specialty hospitals and related health care facilities. At December 31, 1995, including hospital partnerships, the Company owns and/or operates seven acute care hospitals, two psychiatric hospitals and a skilled nursing facility. See Note 16 "Subsequent Events" for a discussion of recent acquisition activity. Including hospital partnerships, the seven general acute care hospitals owned and/or operated by the Company provide a range of medical and surgical services typically available in general acute care hospitals. These services include inpatient care such as intensive and cardiac care, diagnostic services, radiological services and emergency services. All of the hospitals provide an extensive range of outpatient services, including ambulatory surgery, laboratory and radiology. The Company's two psychiatric hospitals provide child, adolescent and adult comprehensive psychiatric and chemical dependency treatment programs, with inpatient, day hospital, outpatient and other ambulatory care. Effective December 31, 1995, the Company and its preferred shareholders entered into the 1995 Recapitalization Agreement to reduce the complexity of the Company's capital structure and eliminate the accrual of future dividends on its outstanding preferred stock and the resulting impact on earnings per share. As a result of the Recapitalization Agreement, common shares outstanding increased from 4,262,386 to 11,868,230 and preferred shares outstanding decreased from 10,452,370 to 2,605,714. The transactions comprising the 1995 Recapitalization Agreement are herein collectively referred to as the "Recapitalization." See Note 8 "Stockholders' Equity" for a discussion of the terms of the Recapitalization. NOTE 2. SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company, all wholly-owned and majority-owned subsidiaries and majority-owned partnerships. The Company uses the equity method of accounting when it has a 20% to 50% interest in other companies and partnerships. Under the equity method, the Company records its original investment at cost and adjusts its investment for its undistributed share of the earnings or losses of the equity investee. All significant intercompany transactions and accounts have been eliminated in consolidation. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of net revenue and expenses during the period. Actual results could differ from those estimates. The most significant areas which require the use of management's estimates relate to the determination of estimated third-party payor settlements, allowance for uncollectable accounts receivable, income tax valuation allowance and reserves for professional liability risk. NET PATIENT SERVICE REVENUE The Company's facilities have entered into agreements with third-party payors, including US government programs and managed care health plans, under which the Company is paid based upon established charges, cost of services provided, predetermined rates by diagnosis, fixed per diem rates or discounts from established charges. Net patient service revenues are recorded at estimated amounts due from patients and third party payors for health care services provided, including anticipated settlements under reimbursement agreements with third party payors. Payments for services rendered to patients covered by the F-42 CHAMPION HEALTHCARE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Medicare and Medicaid programs are generally less than billed charges. Provisions for contractual adjustments are made to reduce charges to these patients to estimated receipts based upon each program's principle of payment/reimbursement (either prospectively determined or retrospectively determined costs). Settlements for retrospectively determined rates are estimated in the period the related services are rendered and are adjusted in future periods as final settlements are determined. In management's opinion, adequate allowance has been provided for possible adjustments that might result from final settlements under these programs. Allowance for contractual adjustments under these programs are deducted from accounts receivable in the accompanying consolidated balance sheet. OTHER REVENUE Other revenue includes income from non-patient hospital activities such as cafeteria sales and interest income, among others. CASH AND CASH EQUIVALENTS Cash and cash equivalents include all highly liquid debt instruments, primarily US government backed securities and certificates of deposit, purchased with an original maturity of three months or less. The Company maintains its cash in bank deposits which, at times, may exceed federally insured limits. The Company adopted Statement of Financial Accounting Standards No. 115 "Accounting for Certain Investments in Debt and Equity Securities" ("SFAS 115") on January 1, 1995. All investments accounted for under SFAS No. 115 are classified as available-for-sale, and the implementation of this statement had no impact on net income. ACCOUNTS RECEIVABLE Accounts receivable consist primarily of amounts due from the Medicare and Medicaid programs, other government programs, managed care health plans, commercial insurance companies and individual patients. Current earnings are charged with an allowance for doubtful accounts based on experience and other circumstances that may affect the ability of patients to meet their obligations. Accounts deemed uncollectable are charged against that allowance. SUPPLIES INVENTORY Inventory consists primarily of pharmaceuticals and supplies and is stated at the lower of cost (first-in, first-out) or market. PROPERTY AND EQUIPMENT Property and equipment are recorded at cost. Expenditures for new facilities and equipment and those that substantially increase the useful life of existing property and equipment are capitalized. Ordinary maintenance and repairs are charged to expense when incurred. Upon disposition, the assets and related accumulated depreciation are removed from the accounts, and the resulting gain or loss is included in the statement of operations. Depreciation is computed using the straight-line method at rates calculated to amortize the cost of assets over their estimated useful lives ranging from 3 to 40 years. F-43 CHAMPION HEALTHCARE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill represents costs in excess of net assets acquired and is amortized on a straight line basis over a period of 20 years. Intangible assets consist of deferred financing costs, non-compete agreements and various other intangible assets. Deferred financing costs are amortized on a straight-line basis over the term of the applicable debt. Costs related to non-compete agreements and other intangibles are amortized on a straight-line basis over two to five years. Amortization expense for 1993, 1994 and 1995 was approximately $1,209,000, $1,000,000, and $2,724,000, of which approximately $139,000, $395,000, and $845,000 relate to deferred financing costs. CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK Through December 31, 1995, the Company reflected accumulated unpaid and undeclared dividends on its cumulative redeemable preferred stock as an increase in the related issue with corresponding charges to additional paid-in capital, to the extent available, and accumulated deficit. Pursuant to the Recapitalization, all accrued preferred dividends at December 31, 1995 (approximately $12,614,000) were paid by the issuance of common stock at an agreed price of $7.00 per share. Additionally, the holders of Series C and D preferred stock have waived all dividends accruing after December 31, 1995. See Note 8 "Stockholders' Equity" for a discussion of the terms of the Recapitalization. INCOME TAXES The Company uses the liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequence on future years of temporary differences between the tax basis of the assets and liabilities and their financial amounts at year-end. LOSS PER SHARE Loss per common and common equivalent share amounts are calculated by dividing loss applicable to common stock by the weighted average number of common shares outstanding during each period, as restated for the two-for-one stock split on July 7, 1993, and assuming the exercise, when dilutive, of all stock options and warrants having an exercise price less than the average stock market price of the common stock using the treasury stock method. Common stock equivalents and other potentially dilutive securities have not been considered because their effect was antidilutive in all years. Weighted average shares outstanding used to determine earnings per common and common equivalent share were 1,122,000, 1,457,000, and 4,255,000 in 1993, 1994 and 1995, respectively. RECLASSIFICATIONS Certain reclassifications have been made in prior year financial statements to conform to the 1995 presentation. These reclassifications had no effect on the results of operations previously reported. RECENT PRONOUNCEMENTS In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 121 ("SFAS 121"), "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS 121, which is effective for fiscal years beginning after December 15, 1995, requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company does not believe that the adoption of this statement will have a material effect on its financial statements. F-44 CHAMPION HEALTHCARE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) In October 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based Compensation," which is effective for fiscal years beginning after December 15, 1995. SFAS 123 establishes new financial accounting and reporting standards for stock-based compensation plans. Entities will be allowed to measure compensation expense for stock-based compensation under SFAS 123 or APB Opinion No. 25, "Accounting for Stock Issued to Employees." Entities electing to account for such compensation under APB Opinion No. 25 will be required to make pro forma disclosures of net income and earnings per share as if SFAS 123 had been applied. The Company is presently evaluating which alternative it will adopt under SFAS 123 and has not yet quantified the potential impact on the Company of adopting this new standard. NOTE 3. ACQUISITIONS AND OTHER INVESTMENTS PHYSICIANS AND SURGEONS HOSPITAL The Company acquired Physicians and Surgeons Hospital in Midland, Texas on May 1, 1993 for approximately $5,800,000 in cash and the assumption of $1,200,000 in debt. The acquisition was accounted for as a purchase transaction with operations reflected in the consolidated financial statements beginning May 1, 1993. The Company replaced P&S in the fourth quarter of 1995 with the newly constructed 101 bed Westwood Medical Center. Total construction cost for the new facility was approximately $39,017,000. PSYCHIATRIC HEALTHCARE CORPORATION On October 21, 1994, the Company acquired Psychiatric Healthcare Corporation ("PHC"), a privately held corporation headquartered in Birmingham, Alabama, by the merger of PHC with and into a wholly-owned subsidiary of the Company. PHC owned and operated two free-standing psychiatric hospitals with a combined total of 219 beds located in Springfield, Missouri and Alexandria, Louisiana, and owned a third free-standing psychiatric hospital located in Sherman, Texas, that was closed and held for sale at the date of acquisition. The net purchase price, including contingent consideration of $2,000,000 paid in 1995 and the assumption of long term debt, was approximately $24,600,000. The Company paid no cash to PHC shareholders. Total consideration paid by the Company consisted of the assumption of approximately $14,880,000 in long-term debt and the issuance of the following securities to PHC shareholders: (i) 264,306 shares of Series D preferred stock, (ii) $7,123,000 of 11% Senior Subordinated Notes with 213,690 detachable warrants to acquire common stock and (iii) options, which were subsequently exercised, to acquire an additional 7,561 shares of Series D Preferred Stock and $202,000 principal amount of 11% Senior Subordinated Notes with 6,060 detachable warrants. The payment of contingent consideration had been subject to the Company's receipt of up to $2,000,000 from a combination of the sale of the Sherman, Texas facility, a recovery from a lawsuit and certain specified Medicaid payments. All conditions for the payment of contingent consideration were substantially met in 1995, including the sale of Sherman Hospital for approximately $1,300,000 in March 1995. The acquisition was accounted for as a purchase transaction with operations reflected in the consolidated financial statements effective October 1, 1994. The Company has completed its analysis of the assets acquired and liabilities assumed and has allocated approximately $8,800,000 in excess purchase price to goodwill, which is currently being amortized over a 20 year period. AMERIHEALTH, INC. On December 6, 1994, the Company merged with AmeriHealth, Inc. ("AHH"), a Delaware corporation, with AHH being the surviving corporation resulting from the merger (the "Combined Company"). The merger was accounted for as a recapitalization of the Company with the Company as F-45 CHAMPION HEALTHCARE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 3. ACQUISITIONS AND OTHER INVESTMENTS (CONTINUED) the acquiror (a reverse acquisition). Concurrent with the merger, the name of the Combined Company was changed to Champion Healthcare Corporation, and the Combined Company adopted the Company's certificate of incorporation provisions. Pursuant to the merger, the Combined Company: (a) paid a cash distribution of $0.085 cents per share to all common stockholders of AHH, (b) issued one share of its Combined Company common stock for each 5.70358 shares of the approximately 17.2 million outstanding shares of AHH's Common Stock, (c) issued one share of Combined Company common stock for each of the approximately 1.2 million then outstanding shares of the Company common stock, and (d) issued one share of newly authorized Combined Company preferred stock for each of the then outstanding shares of the Company's preferred stock. The terms of the new voting shares of Combined Company preferred stock are identical to those of the Company's preferred stock outstanding prior to the merger. In addition, holders of the outstanding shares of AHH's $2.125 Increasing Rate Cumulative Convertible Preferred Stock were canceled in exchange for cash equal to the redemption price of such shares plus all unpaid dividends which totaled approximately $47,000. The net purchase price, including the assumption of approximately $17,700,000 in debt, was approximately $38,876,000. The acquisition was accounted for as a purchase transaction with operations reflected in the consolidated financial statements effective December 1, 1994. The Company has completed its analysis of the assets acquired and liabilities assumed and has allocated approximately $8,946,000 in excess purchase price to goodwill, which is currently being amortized over a 20 year period. PARTNERSHIP WITH DAKOTA HOSPITAL On December 21, 1994, a wholly owned subsidiary of the Company that owned Heartland Medical Center, a 142 bed general acute care facility in Fargo, North Dakota, entered into a partnership with Dakota Hospital ("Dakota"), a not-for-profit corporation that owned a 199 bed general acute care hospital also in Fargo, North Dakota. The partnership is operated as Dakota Heartland Health System ("DHHS"). Also on December 21, 1994, the Company entered into an operating agreement with the partnership and Dakota to manage the combined operations of the two hospitals. Under the terms of the partnership agreement, the Company is obligated to advance funds to DHHS to cover any and all operating deficits of DHHS. DHHS began operations on December 31, 1994. The Company and Dakota contributed their respective hospitals debt and lien free (except for capitalized lease obligations), including certain working capital components, and the Company contributed an additional $20,000,000 in cash, each in exchange for 50% ownership in the partnership. A $20,000,000 special distribution was made to Dakota after capitalization of the partnership in accordance with the terms of the partnership agreement. The Company will receive 55% of the net income and distributable cash flow ("DCF") of the partnership until such time as it has recovered on a cumulative basis an additional $10,000,000 of DCF in the form of an "excess" distribution. As of December 31, 1995, the Company has received $825,000 in cash distributions from DHHS. The partnership is administered by a Governing Board comprised of six members appointed by Dakota, three members appointed by the Company and three members appointed by mutual consent of the Dakota members and the Company members. Certain Governing Board actions require the majority approval of each of the Company and Dakota members. Because the partners through the partnership agreement have delegated substantially all management of the partnership to the Company through the operating agreement, the authority of the Governing Board is limited. Beginning July 1996, Dakota has the right to require the Company to purchase its partnership interest free of debt or liens for a cash purchase price equal to 5.5 times Dakota's pro rata share of earnings before depreciation, interest, income taxes and amortization, as defined in the partnership agreement, less Dakota's pro-rata share of the partnership's long-term debt. DHHS had earnings F-46 CHAMPION HEALTHCARE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 3. ACQUISITIONS AND OTHER INVESTMENTS (CONTINUED) before depreciation, interest, income taxes and amortization of approximately $19,000,000 for the year ended December 31, 1995. Beginning January 1998, the purchase price for Dakota's partnership interest shall not be less than $50,000,000. After receipt of written notice of Dakota's intent to sell its partnership interest, the Company would have 12 months to complete the purchase. Should the Company not complete the purchase during this period, Dakota has the right to, among others, (i) terminate the operating agreement and engage an outside party to manage the hospital, (ii) replace the Company's designees to the Governing Board and (iii) enter into a fair market value transaction to sell substantially all of the partnership's assets. The Company accounts for its investment in DHHS under the equity method. The following table summarizes certain financial information of DHHS as of December 31, 1994 and 1995, and for the year ended December 31, 1995 (dollars in thousands). DHHS began operations on December 31, 1994.
YEAR ENDED DECEMBER 31, 1995 ----------------- INCOME STATEMENT DATA Net revenue.......................................... $ 106,011 Net income........................................... 16,148 Company's equity in the earnings of DHHS............. 8,881 DECEMBER 31, 1994 DECEMBER 31, 1995 ----------------- ----------------- BALANCE SHEET DATA Current assets....................................... $ 28,220 $ 39,008 Non-current assets................................... 44,298 55,854 Current liabilities.................................. 12,212 19,980 Non-current liabilities.............................. 129 57 Partners' equity..................................... 60,177 74,825
SALT LAKE REGIONAL MEDICAL CENTER On April 13, 1995, the Company acquired Salt Lake Regional Medical Center ("SLRMC") from Columbia/HCA Healthcare Corporation ("Columbia"). SLRMC is comprised of a 200 bed tertiary care hospital and five clinics and is located in Salt Lake City, Utah. Total acquisition cost for SLRMC was approximately $61,042,000, which consisted of approximately $56,816,000 in cash and additional consideration due to Columbia of approximately $1,767,000, as well as the assumption of approximately $2,459,000 in capital lease obligations. Cash consideration included approximately $11,783,000 for certain working capital components, resulting in a net purchase price of approximately $49,259,000. The Company funded the asset purchase from available cash and approximately $30,000,000 in borrowings under its then outstanding credit facility. The acquisition was accounted for as a purchase transaction with operations reflected in the consolidated financial statements beginning April 14, 1995. JORDAN VALLEY HOSPITAL On March 1, 1996, the Company acquired Jordan Valley Hospital ("Jordan") from Columbia. Jordan is a 50 bed acute care hospital located in West Jordan, Utah, a suburb of Salt Lake City. The Company acquired Jordan in exchange for Autauga Medical Center, an 85 bed acute care hospital, and Autauga Health Care Center, a 72 bed skilled nursing facility, both in Prattville, Alabama, plus preliminary cash consideration paid to the seller of approximately $10,750,000, which included approximately $3,750,000 for certain net working capital components, subject to adjustment, and reimbursement of certain capital expenditures made previously by the seller. The transaction did not result in a gain or loss. The Alabama facilities were acquired as part of the Company's acquisition of AmeriHealth, Inc. on December 6, 1994. F-47 CHAMPION HEALTHCARE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 3. ACQUISITIONS AND OTHER INVESTMENTS (CONTINUED) PRO FORMA FINANCIAL INFORMATION The following selected unaudited pro forma financial information for the years ended December 31, 1994 and 1995 assumes that the acquisition of SLRMC occurred on January 1, 1994. The selected unaudited pro forma financial information for the year ended December 31, 1994, assumes that the acquisitions of AHH and PHC, and the formation of the DHHS partnership occurred on January 1, 1994. The pro forma financial information below does not purport to be indicative of the results that actually would have been obtained had the operations been combined during the periods presented, and is not intended to be a projection of future results or trends.
1994 1995 ----------- ----------- (UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) Net revenue......................................................... $ 195,915 $ 189,540 ----------- ----------- ----------- ----------- Equity in earnings of DHHS.......................................... $ 5,443 $ 8,881 ----------- ----------- ----------- ----------- Income (loss) before extraordinary item............................. $ (3,198) $ 3,999 ----------- ----------- ----------- ----------- Net income (loss)................................................... $ (3,198) $ 2,881 ----------- ----------- ----------- ----------- Loss applicable to common stock..................................... $ (8,196) $ (8,450) ----------- ----------- ----------- ----------- Loss per common share before extraordinary item..................... $ (1.94) $ (1.72) ----------- ----------- ----------- ----------- Loss per common share............................................... $ (1.94) $ (1.99) ----------- ----------- ----------- ----------- Weighted average number of common shares outstanding................ 4,224 4,255 ----------- ----------- ----------- -----------
NOTE 4. ASSET WRITE-DOWN In December 1993, the Company ceased providing medical services at Gulf Coast Hospital ("GCH"), one of two Company-owned hospitals located in Baytown, Texas, which it had acquired from HCA Health Services of Texas, Inc. on September 1, 1992. The Company intended to use GCH for limited administrative purposes only until it could arrange a sale. As a result, the Company wrote down the GCH assets by $15,456,000, which reflected the estimated fair value of the facility under limited use less ongoing operating costs and various rental concessions previously granted the tenants. The book value of GCH prior to the write-down was $16,681,000. The remaining net historical cost of $1,225,000 represented the equipment moved to the other Baytown campus. In June 1994, the Company sold the former HCA facility to a physician group for nominal consideration. The Company believes that assets associated with its other campus in Baytown have not been impaired as the result of this change in operations. NOTE 5. ACCRUED AND OTHER LIABILITIES Accrued and other liabilities consisted of the following at December 31, 1994 and 1995 (dollars in thousands):
1994 1995 --------- --------- Accrued salaries and wages.............................................. $ 1,303 $ 3,851 Accrued vacation........................................................ 1,148 2,516 Accrued interest........................................................ 1,256 3,156 Other................................................................... 4,739 5,967 --------- --------- Total accrued and other liabilities................................... $ 8,446 $ 15,490 --------- --------- --------- ---------
F-48 CHAMPION HEALTHCARE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 6. LONG-TERM DEBT Long-term debt consisted of the following at December 31, 1994 and 1995 (dollars in thousands):
1994 1995 ----------- ----------- Revolving Loan................................................................ $ 47,700 Term Loan..................................................................... $ 18,500 -- 11% Senior Subordinated Notes (face amount of $99,089, net of a discount of $642 at December 31, 1995)................................................... 62,703 98,447 Health Care REIT, Inc......................................................... 12,770 11,120 Wilmington Savings Fund Society............................................... 9,766 -- Other notes payable........................................................... 3,108 3,569 ----------- ----------- Total debt.................................................................. 106,847 160,836 Less current portion.......................................................... (4,221) (1,166) ----------- ----------- Total long-term debt...................................................... $ 102,626 $ 159,670 ----------- ----------- ----------- -----------
On June 12, 1995, the Company issued $35,000,000 face amount (less a discount of approximately $668,000) of Senior Subordinated Notes (the "Notes") maturing on December 31, 2003. The Notes bear interest at an annual effective rate of 11.35% (11% stated rate). Interest is payable quarterly, and the stated rate increases from 11% to 11.5% on March 31, 1996. The Notes include detachable warrants for the purchase of 525,000 shares of common stock. The Notes are subject to redemption on or after December 31, 1995, at the Company's option, at prices declining from 112.5% of principal amount at December 31, 1995, to par at December 31, 2002. Additionally, there is a requirement to repurchase all outstanding Notes in the event of a change in control of the Company, at the holder's option, based on a declining redemption premium ranging from 112.5% to 103% of principal. Proceeds from the issuance of Notes were used to paydown approximately $31,500,000 principal amount outstanding under the Revolving Loan with the remainder retained for general corporate purposes. The Notes are uncollateralized obligations and are subordinated in right of payment to certain senior indebtedness of the Company. Approximately $668,000 of the proceeds from the issuance of the Notes were allocated to the warrants. On May 31, 1995, the Company refinanced and paid a $50,000,000 term and revolving credit facility ("old credit facility") obtained in November 1993 with a $100,000,000 revolving credit facility (the "Revolving Loan") with Banque Paribas, as agent, AmSouth Bank of Alabama, Bank One of Texas, N.A., CoreStates Bank, N.A., and NationsBank of Texas, N.A. Amounts available under the Revolving Loan are subject to certain limitations, and the total amount available under the Revolving Loan declines to $80,000,000 on the third anniversary date. The Revolving Loan also provides for short term letters of credit of up to $5,000,000. The Revolving Loan matures no later than March 31, 1999, and bears interest at a lender defined incremental rate plus, at the Company's option, the LIBOR or Prime rate. The incremental rate to be applied is based upon the Company meeting certain operational performance targets, as defined, and ranges from 2.5% to 3.0% with respect to the LIBOR rate option and from 1.0% to 1.5% with respect to the Prime rate option. The interest rates on the Revolving Loan and old credit facility were 8.85% and 9.12%, respectively, at December 31, 1995 and 1994. The Company currently has approximately $649,000 outstanding under letters of credit. Proceeds from the refinancing were used to pay approximately $48,000,000 principal amount outstanding under the Company's old credit facility and approximately $9,533,000 principal amount of debt held by Wilmington Savings Fund Society ("WSFS"). The interest rate on the WSFS Loan was 11.5% and 10.5% at May 31, 1995 (the date of payment) and December 31, 1994, respectively. With the exception of certain assets collateralizing debt assumed in the Company's 1994 acquisition of PHC, the Revolving Loan is collateralized by substantially all of the Company's assets. The terms of the Revolving Loan eliminated the requirement under the Company's previous bank credit facility to maintain a F-49 CHAMPION HEALTHCARE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 6. LONG-TERM DEBT (CONTINUED) cash collateral account with the lender in the amount of $5,000,000. The Company's future acquisitions and divestitures may require, in certain circumstances, consent by lenders under this agreement. In connection with the Company's refinancing and payment of its old credit facility, the Company wrote off unamortized deferred financing costs of $1,118,000, which had no tax effect. This amount has been recorded as an extraordinary loss in the accompanying consolidated statement of operations. The Company also prepaid the WSFS Loan with no material financial impact. On December 30, 1994, pursuant to commitments obtained from the original purchasers of the 11% Senior Subordinated Notes issued on December 31, 1993, the Company issued an additional $19,133,000 of Notes with detachable warrants for the purchase of 573,990 shares of common stock. No value was allocated to the warrants at the time of issuance because the interest rate on the Notes was considered a market rate and the exercise price was greater than the estimated fair value of the common stock. The Notes bear interest at an effective annual rate of 11%. All other terms of the Notes are substantially the same as those discussed above. In connection with the Company's acquisition of PHC, the Company issued approximately $7,123,000 principal amount of Notes, and assumed approximately $12,970,000 of mortgage financing on the PHC facilities, $257,000 in capitalized leases, $159,000 in notes payable and a working capital credit facility with a balance of approximately $1,494,000, which was repaid from available cash of the Company and PHC. The Notes bear interest at an effective annual rate of 11%. All other terms of the Notes are substantially the same as those discussed above. The mortgage notes are payable to Health Care REIT, Inc. and bear interest at an annual rate that increases yearly from 13.44% at December 31, 1995, to 15.4% at November 1, 2001. Thereafter, the mortgage bears interest at an annual rate equal to the seven year US Treasuries rate plus 500 basis points. Approximately $10,125,000 principal balance of the mortgage matures on December 1, 2008, with principal payments on that portion commencing in December 1995, based on 25 year amortization. The remaining balance of the mortgage requires quarterly principal payments of $200,000 through 1997. The Company sold the Sherman, Texas facility for approximately $1,300,000 on March 22, 1995. In connection with the sale, the Company made a required principal payment of $850,000 on the mortgage collateralized by this facility and obtained a release of collateral from the lender. The remaining principal balance is now collateralized by the Company's hospital in Alexandria, Louisiana. Other notes payable bear interest at rates ranging from 5.1% to 11.8% and are generally collateralized by the underlying assets to which they relate. On November 5, 1993, the Company refinanced its subsidiary term and revolving credit loans obtained in August 1991, with a $50,000,000 credit facility comprised of a $20,000,000 term loan and a $30,000,000 revolving credit facility (collectively, the "old credit facility," as referred to above). In connection with the refinancing, a prepayment premium and unamortized deferred financing costs of $1,230,000, net of an income tax benefit of $634,000, were written off and recorded as an extraordinary loss. The Company capitalized approximately $1,462,000 and $294,000 in interest costs associated with the construction of a hospital and other medical related facilities at December 31, 1995 and 1994, respectively. The Company had no capitalized interest for the year ended December 31, 1993. The Revolving Loan, Notes and Mortgages referenced above contain restrictive covenants which include, among others, restrictions on additional indebtedness, the payment of dividends and other F-50 CHAMPION HEALTHCARE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 6. LONG-TERM DEBT (CONTINUED) distributions, the repurchase of common stock and related securities under certain circumstances, and the requirement to maintain certain financial ratios. The Company was in compliance with or has obtained permanent waivers for all loan covenants to which it was subject as of December 31, 1994 and 1995. Maturities of debt as of December 31, 1995, were as follows (dollars in thousands): 1996............................................................. $ 1,166 1997............................................................. 2,514 1998............................................................. 885 1999............................................................. 47,785 2000............................................................. 79 Thereafter....................................................... 108,407 --------- $ 160,836 --------- ---------
NOTE 7. REDEEMABLE PREFERRED STOCK Redeemable preferred stock consisted of the following at December 31, 1994 and 1995 (See Note 8 "Stockholders' Equity" for a discussion of the effect of the Recapitalization on the outstanding series of preferred stock):
1994 1995 --------- --------- (DOLLARS IN THOUSANDS) Series D - Cumulative convertible redeemable preferred stock, $.01 par, 2,200,000 shares authorized; 2,105,258 and 2,156,903 shares issued and outstanding at December 31, 1994 and 1995, respectively ($39,787 and $38,824 liquidation value in 1994 and 1995, respectively)............................................................................. $ 38,754 $ 37,982 Series C - Cumulative convertible redeemable preferred stock, $.01 par, 500,000 shares authorized; 448,811 shares issued and outstanding at December 31, 1994 and 1995 ($8,778 and $8,079 liquidation value in 1994 and 1995, respectively).............................. 8,740 8,047 Series BB - Cumulative convertible redeemable preferred stock, $.01 par; 1,577,547 shares issued and outstanding at December 31, 1994............................................... 21,551 -- Series A-1 - Cumulative convertible redeemable preferred stock, $.01 par; 2,769,109 shares issued and outstanding at December 31, 1994............................................... 3,206 -- Series A - Cumulative convertible redeemable preferred stock, $.01 par; 3,500,000 shares issued and outstanding at December 31, 1994............................................... 4,043 -- --------- --------- $ 76,294 $ 46,029 --------- --------- --------- ---------
SERIES D The Series D cumulative convertible redeemable preferred stock ("Series D") is convertible, at the holder's option, into the common stock at a price of $9.00 per share until redemption date. The conversion price is subject to adjustment upon the sale or issuance of additional common stock, including stock rights, options and convertible securities, for consideration less than the conversion price in effect immediately prior to the sale or issuance in question. Redemption of Series D shares will occur only on the redemption date of June 1, 2000, at the redemption price of $18.00 per share. If all outstanding shares of Series D and Series C can not be redeemed at the same time, then redemption of such shares will be prorated with preference given to Series D, as defined. Series D shares are entitled to liquidation payments of $18.00 per share. If the Company is unable to pay fully the Series D and Series C stockholders, then liquidation of such shares will be prorated with preference given to F-51 CHAMPION HEALTHCARE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 7. REDEEMABLE PREFERRED STOCK (CONTINUED) Series D, as defined. Series D will participate in any dividends declared on common stock on an as converted basis. At December 31, 1995, the Series D shares were convertible into 4,313,806 shares of common stock. The Company issued 51,645 shares of Series D preferred stock to PHC shareholders in 1995 pursuant to the exercise of options and the issuance of contingent consideration due under the terms of the PHC purchase agreement. On October 21, 1994, the Company issued 212,661 shares of Series D preferred stock to PHC shareholders in connection with its acquisition of PHC. On December 30, 1994, the Company issued 623,453 shares of Series D preferred stock pursuant to existing commitments for the original purchasers of Series D. Cash proceeds from the December 30, 1994, issuance were $11,222,000. SERIES C The Series C cumulative convertible redeemable preferred stock ("Series C") is convertible, at the holder's option, into common stock at a price of $9.00 per share until the redemption date. The conversion price is adjustable upon the same terms and conditions as Series D preferred stock. Redemption of Series C shares will occur only on the redemption date of June 1, 2000, at the redemption price of $18.00 per share. Series C will participate in any dividends declared on common stock on an as converted basis. If all outstanding shares of Series D and Series C can not be redeemed at the same time, then redemption of such shares will be prorated with preference given to Series D, as defined. Series C shares are entitled to liquidation payments of $18.00 per share. If the Company is unable to pay fully the Series D and Series C stockholders, then liquidation of such shares will be prorated with preference given to Series D, as defined. At December 31, 1995, Series C shares were convertible into 897,622 shares of common stock. The Company has the right to convert all or any shares of Series D and C into common stock upon the anticipated completion of a public offering of common stock for net proceeds of not less than $25,000,000 at a per share offering price of not less than $10.00 per share. VOTING RIGHTS FOR SERIES C AND D PREFERRED STOCK. Series C and D preferred stock have voting rights on all matters according to the number of common shares into which each Series is convertible at the time of any shareholders' vote. The issuance of a new class of stock or the increase of shares within an existing class of stock that either ranks on parity with or is superior to a given series of preferred stock as to dividends, redemption and liquidation requires the following approvals by the then outstanding class or classes: (1) 75% of Series C voting together as a class, and (2) 75% of Series D voting as a class. No amendment of voting powers, designations, preferences or rights and no amendments of Articles or Bylaws that materially adversely affect the rights of Series C and D preferred stock shall occur without the following approvals by the then outstanding class or classes: (1) 90% of Series C voting together as a class and (2) 90% of the Series D voting as a class. Upon the occurrence of an event of default, the preferred stock shareholders will have the right to enlarge the Board of Directors and elect a controlling number of directors. Pursuant to the Recapitalization, all outstanding shares Series A, A-1, and BB preferred stock, under their existing terms, were converted into common stock at December 31, 1995, along with all accrued dividends as of December 31, 1995. In total, including additional consideration for the actions taken pursuant to the Recapitalization, the holders of Series A, A-1, and BB preferred stock received 5,889,523 shares of common stock. See Note 8 "Stockholders' Equity" for a discussion of the terms of the Recapitalization. F-52 CHAMPION HEALTHCARE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 7. REDEEMABLE PREFERRED STOCK (CONTINUED) SERIES BB The Series BB cumulative convertible redeemable preferred stock ("Series BB") was convertible, at the holder's option, into common stock at a price of $5.90 per share until redemption date and were mandatorily redeemable on June 30, 2000, at $11.80 per share plus any accrued and unpaid dividends. Dividends had accrued at a rate of 8% of the stated value of $11.80 per share and were payable in cash under certain events, including, among others, a change in control or a successful secondary public offering of the Company's common stock. SERIES A-1 Series A-1 cumulative convertible redeemable preferred stock ("Series A-1") was convertible, at the holder's option, into common stock at a conversion rate of 1 share of common stock for each four shares of Series A-1 preferred stock. Series A-1 shares were mandatorily redeemable, at the holder's option, at $1.00 per share within 90 days of receipt of written notice of a change of control or a default event (as defined). Dividends on Series A-1 accrued at a rate of $.08 per share per annum. Dividends were payable in common stock and/or cash in the event of a change of control, as define, subject to the Company's existing agreement with senior secured lenders and the approval of two-thirds of all outstanding Series BB, C and D preferred stock. The Series A-1 preferred stockholders were entitled to liquidation payments of $1.00 per share plus all accrued but unpaid dividends, or ratable payments among all Series A and A-1 preferred stockholders if such amounts were not available for payment by the Company. Liquidation payments were subject to the prior liquidation rights of the Series BB through D preferred stockholders. SERIES A Series A cumulative convertible redeemable preferred stock ("Series A") was convertible, at the holder's option, into common stock at a conversion rate of 1 share of common stock for each 3.685 shares of Series A Preferred Stock. All other rights and preferences that apply to Series A-1 preferred stock apply to Series A preferred stock. F-53 CHAMPION HEALTHCARE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 7. REDEEMABLE PREFERRED STOCK The changes in redeemable preferred stock for the years ended December 31, 1993, 1994 and 1995 were as follows (dollars in thousands, except share data):
SERIES D SERIES C SERIES BB ------------------ ------------------ -------------------- SHARES AMOUNTS SHARES AMOUNTS SHARES AMOUNTS --------- ------- --------- ------- ---------- -------- BALANCE, JANUARY 1, 1993.......................... 1,287,597 $ 15,272 Exercise of stock warrants........................ 289,950 3,422 Issuance of preferred stock -- Series C (net of $46 in issue costs)...................... 448,811 $ 8,033 Issuance of preferred stock -- Series D (net of $837 in issue costs)..................... 1,269,144 $22,008 Preferred dividends accrued, including accretion of issuance costs................................ 56 1,301 --------- ------- --------- ------- ---------- -------- BALANCE, DECEMBER 31, 1993........................ 1,269,144 22,008 448,811 8,089 1,577,547 19,995 Issuance of preferred stock -- Series D (net of $327 in issue costs)..................... 836,114 14,723 Preferred dividends accrued, including accretion of issuance costs................................ 2,023 651 1,556 --------- ------- --------- ------- ---------- -------- BALANCE, DECEMBER 31, 1994........................ 2,105,258 38,754 448,811 8,740 1,577,547 21,551 Issuance of preferred stock -- Series D........... 51,645 930 Preferred dividends accrued, including accretion of issuance costs................................ 3,222 653 1,559 Dividends declared pursuant to the Recapitalization................................. 3,610 751 739 Recapitalization.................................. (8,534) (2,097) (1,577,547) (23,849) --------- ------- --------- ------- ---------- -------- BALANCE, DECEMBER 31, 1995........................ 2,156,903 $37,982 448,811 $ 8,047 -- $ -- --------- ------- --------- ------- ---------- -------- --------- ------- --------- ------- ---------- -------- SERIES A-1 SERIES A ------------------- ------------------- SHARES AMOUNTS SHARES AMOUNTS ---------- ------- ---------- ------- BALANCE, JANUARY 1, 1993.......................... 2,769,109 $2,876 3,500,000 $3,598 Exercise of stock warrants........................ Issuance of preferred stock -- Series C (net of $46 in issue costs)...................... Issuance of preferred stock -- Series D (net of $837 in issue costs)..................... Preferred dividends accrued, including accretion of issuance costs................................ 128 167 ---------- ------- ---------- ------- BALANCE, DECEMBER 31, 1993........................ 2,769,109 3,004 3,500,000 3,765 Issuance of preferred stock -- Series D (net of $327 in issue costs)..................... Preferred dividends accrued, including accretion of issuance costs................................ 202 278 ---------- ------- ---------- ------- BALANCE, DECEMBER 31, 1994........................ 2,769,109 3,206 3,500,000 4,043 Issuance of preferred stock -- Series D........... Preferred dividends accrued, including accretion of issuance costs................................ 234 314 Dividends declared pursuant to the Recapitalization................................. 110 139 Recapitalization.................................. (2,769,109) (3,550 ) (3,500,000) (4,496 ) ---------- ------- ---------- ------- BALANCE, DECEMBER 31, 1995........................ -- $ -- -- $ -- ---------- ------- ---------- ------- ---------- ------- ---------- -------
F-54 CHAMPION HEALTHCARE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 8. STOCKHOLDERS' EQUITY RECAPITALIZATION Effective December 31, 1995, the Company, pursuant to the 1995 Recapitalization Agreement, entered into several transactions to reduce the complexity of the Company's capital structure and eliminate the accrual of future dividends on its outstanding preferred stock and the resulting impact on earnings per share. As a part of these transactions (i) all outstanding shares of Series A, A-1, and BB preferred stock, pursuant to their terms, converted into 4,797,161 shares of common stock, (ii) all accrued dividends at December 31, 1995, totaling approximately $12,614,000 on all classes of the Company's outstanding preferred stock were paid by issuing 1,801,900 shares of common stock at an agreed upon price of $7.00 per share, and (iii) the holders of Series C and D preferred stock agreed to waive the future accrual of preferential dividends. As a further part of these transactions, the Company issued an additional 1,006,783 shares of common stock to all holders of its then outstanding preferred stock as consideration for actions taken and agreed to reduce the exercise prices of one series of warrants totaling 680,104 from $5.90 to $5.25 per share and two series of warrants totaling 2,447,670 from $9.00 to $7.00 per share until May 13, 1996, after which the exercise prices revert to their prior amounts. Warrant holders have the right to tender subordinated debt in lieu of cash, where applicable. Shareholders approved the Recapitalization and an Amended Certificate of Incorporation at a special shareholders meeting held on February 12, 1996. As a result of the Recapitalization, common shares outstanding at December 31, 1995, increased from 4,262,386 to 11,868,230, and preferred shares outstanding decreased from 10,452,370 to 2,605,714. Other than for fractional shares, no cash consideration was paid under the terms of the Recapitalization. On a pro forma basis, assuming the Recapitalization had occurred on January 1, 1995, primary and fully diluted earnings per share would have been $0.27 and $0.19, respectively, for the year ended December 31, 1995. Under the terms of the Company's amended Certificate of Incorporation, the Company is authorized to issue 25,000,000 shares of common stock, and 2,700,000 shares of preferred stock, divided into two series as follow: (i) 500,000 shares of Series C, and (ii) 2,200,000 shares of Series D. COMMON STOCK In connection with the Company's merger with AmeriHealth, Inc. ("AHH") on December 6, 1994, the Company issued 1 share of $0.01 par value common stock in exchange for each share of Company common stock outstanding prior to the consummation of the merger. The stockholders' equity accounts were retroactively restated to reflect the issuance of $0.01 par value common stock (See Note 3. "Acquisitions and Other Investments"). Additionally, the Company paid a cash distribution of $0.085 per share to all AHH common stockholders. Currently, payment of any cash dividends or other distributions or repurchases of any capital stock of the Company are prohibited. STOCK OPTION PLANS The Company has six nonstatutory stock option plans in which certain officers and/or directors are eligible to participate: Employee Stock Option Plan, dated December 31, 1991 ("Plan No. 1"), Employee Stock Option Plan No. 2, dated May 27, 1992 ("Plan No. 2"), Employee Stock Option Plan No. 3, dated September 1992 ("Plan No. 3"), Senior Executive Stock Option Plan No. 4, dated January 5, 1994 ("Plan No. 4"), Selected Executive Stock Option Plan No. 5, dated May 25, 1995, and Directors' Stock Option Plan, dated 1992 (the "Directors' Plan") (collectively, the "Plans"). Additionally, the Company has options issued and outstanding to certain executive officers and key employees under other authorized plans from which additional options are not actively being issued. F-55 CHAMPION HEALTHCARE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 8. STOCKHOLDERS' EQUITY (CONTINUED) At the Company's annual stockholders meeting on May 25, 1995, the stockholders approved the adoption of the Selected Executive Stock Option Plan No. 5, which authorized 144,500 shares of common stock for issuance under the Plan. As a result of the Company's merger with AmeriHealth, Inc. on December 6, 1994, all AmeriHealth options then outstanding became fully vested. At December 31, 1994, 244,017 options granted to certain former AmeriHealth directors, officers and key employees were outstanding and fully vested. The Plans are presently administered by the Option and Compensation Committee (the "Committee") of the Board of Directors. Officers, other key employees and, under limited circumstances, members of the Board of Directors are eligible to participate in Plan No. 1. Officers and executive personnel of the Company are eligible to participate in Plans No. 2 through 5. The Directors' Plan is available to members of the Board of Directors who are not members of management or elected as representatives of the Company's preferred stockholders pursuant to a voting agreement. With the exception of Plan 1, options granted under the Plans can not be less than 80% of the fair market value of common stock on the date of the grant. Under Plan 1, the per share price can not be less than 100% of the fair market value of the common stock on the date of grant. The Plans provide that no stock option shall be exercisable later than 10 years and 1 day from the date of grant. The following table summarizes the activity under these stock option plans and any special grants authorized by the Board of Directors:
NUMBER OF OPTION PRICE SHARES PER SHARE ----------- ------------------ STOCK OPTIONS OUTSTANDING AT JANUARY 1, 1993.......................... 690,000 $1.00 to $6.25 Granted............................................................... 15,000 $5.90 to $9.00 ----------- STOCK OPTIONS OUTSTANDING AT DECEMBER 31, 1993........................ 705,000 $1.00 to $9.00 Granted............................................................... 367,566 $9.00 Grants to former AmeriHealth employees................................ 244,017 $1.07 to $35.65 ----------- STOCK OPTIONS OUTSTANDING AT DECEMBER 31, 1994........................ 1,316,583 $1.00 to $35.65 Granted............................................................... 159,000 $9.00 Exercised............................................................. (18,411) $5.35 Expired............................................................... (4,943) $3.92 to $35.65 ----------- STOCK OPTIONS OUTSTANDING AT DECEMBER 31, 1995........................ 1,452,229 $1.00 to $25.67 -----------
At December 31, 1995, options for the purchase of 1,044,852 common shares were exercisable. SHARES RESERVED. Shares covered by stock options that expire or otherwise terminate unexercised become available for awards under the respective Plans. At December 31, 1995, the Company had reserved 1,811,147 shares of common stock for awards under its various stock option plans, of which 358,918 were available for new grants. WARRANTS As of December 31, 1995, the Company had issued and outstanding a total of 2,858,541 warrants to purchase 3,244,412 shares of common stock at exercise prices ranging from $0.01 per share to $9.00 per share. Such warrants expire December 31, 1997, through December 31, 2003. Pursuant to the Recapitalization approved by the shareholders on February 12, 1996, the exercise prices on certain of the warrants were reduced until May 13, 1996, after which the exercise prices revert to their prior amounts (see Recapitalization above). F-56 CHAMPION HEALTHCARE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 9. INCOME TAXES The provision for income taxes consisted of the following for the years ended December 31, 1993, 1994 and 1995:
1993 1994 1995 --------- --------- --------- (DOLLARS IN THOUSANDS) Current: Federal................................................................. $ 1,310 $ (1,600) $ 100 State................................................................... 236 200 50 --------- --------- --------- Total current provision (benefit)..................................... 1,546 (1,400) 150 --------- --------- --------- Deferred: Federal................................................................. (537) 1,600 -- State................................................................... -- -- -- --------- --------- --------- Total deferred expense (benefit)...................................... (537) 1,600 -- --------- --------- --------- Provision for income taxes................................................ $ 1,009 $ 200 $ 150 --------- --------- --------- --------- --------- ---------
The reconciliation of the statutory federal income tax rate to the provision for income taxes was as follows:
1993 1994 1995 --------- --------- --------- (DOLLARS IN THOUSANDS) Federal income tax provision (benefit) at statutory rate of 34%........... $ (4,004) $ 831 $ 838 State income taxes, net of federal benefit................................ 156 132 33 Changes in valuation allowance............................................ 4,359 (849) (580) Extraordinary item........................................................ (634) -- -- Net operating loss for which no benefit is recognizable................... 525 -- -- Other..................................................................... (27) 86 (141) --------- --------- --------- Provision for income taxes................................................ 375 200 150 Amount allocated to extraordinary item.................................... 634 -- -- --------- --------- --------- Total provision for income taxes.......................................... $ 1,009 $ 200 $ 150 --------- --------- --------- --------- --------- ---------
The components of the deferred tax assets and (liabilities) at December 31, 1994 and 1995 were as follows:
1994 1995 ---------- ---------- (DOLLARS IN THOUSANDS) Net operating loss carryforward................................................ $ 5,894 $ 7,062 Depreciable equipment.......................................................... (12,532) (11,680) Amounts expensed for book purposes not currently deductible for tax.................................................. 4,237 2,779 Investments in partnerships.................................................... (800) (140) Tax credits.................................................................... 441 388 Less valuation allowance....................................................... (2,046) (3,281) ---------- ---------- Net deferred tax liability................................................... (4,806) (4,872) Less current portion......................................................... (1,671) (2,521) ---------- ---------- Noncurrent portion........................................................... $ (6,477) $ (7,393) ---------- ---------- ---------- ----------
F-57 CHAMPION HEALTHCARE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 9. INCOME TAXES (CONTINUED) The current deferred tax asset was included in prepaid expenses and other current assets in 1995 and 1994. The noncurrent deferred tax liability in 1994 and 1995 was included in other long-term liabilities. At December 31, 1995, the Company had net operating losses and tax credit carryforwards for income tax purposes of approximately $18,587,000 and $388,000, respectively, which will expire in years 1999 through 2009. The tax credit carryforwards consist of several business credits and alternative minimum tax ("AMT") credits of approximately $68,000 and $320,000, respectively. For federal income tax purposes, due to certain changes in ownership of AmeriHealth, Inc., its net operating loss carryforward of $7,727,000 (included in the Company's net operating loss carryforward) may be limited to approximately $1,900,000 per year under the Internal Revenue Service Code. If the available amount is not used to reduce taxes in any year, the unused amount increases the allowable limit in subsequent years. These loss carryforwards expire in years 1999 through 2008. AmeriHealth, Inc. also has General Business Credit and AMT Credit carryforwards of approximately $68,000 and $100,000, respectively, which may also be limited because of the change in ownership. NOTE 10. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
DECEMBER 31, ------------------------------- 1993 1994 1995 --------- --------- --------- (DOLLARS IN THOUSANDS) Income taxes paid....................................................... $ 478 $ 878 $ 95 Interest paid........................................................... 2,762 5,582 12,528
NOTE 11. DEFINED CONTRIBUTION PLAN The Company sponsors a defined contribution 401(k) plan for qualified employees of the Company. For those employees of the Company electing to participate, the Company matches certain employee contributions and may make additional discretionary contributions. Total expense for employer contributions to the plan for 1993, 1994 and 1995 was $84,000, $258,000 and $319,000, respectively. NOTE 12. RELATED PARTY TRANSACTIONS Management Prescriptives, Inc. ("MPI"), a company owned by a Director of the Company, has provided specialized consulting services to certain of the Company's hospitals. MPI received approximately $283,000 and $421,000 in fees from the Company for the years ended December 31, 1994 and 1995, respectively. NOTE 13. COMMITMENTS AND CONTINGENCIES The Company has entered into various operating lease agreements related to buildings and equipment. Future annual minimum lease payments under noncancelable operating leases with initial or remaining terms of one year or more were as follows at December 31, 1995 (dollars in thousands): 1996.............................................................. $ 2,649 1997.............................................................. 2,266 1998.............................................................. 1,842 1999.............................................................. 1,544 2000.............................................................. 1,230 Thereafter........................................................ 2,379 --------- $ 11,910 --------- ---------
F-58 CHAMPION HEALTHCARE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 13. COMMITMENTS AND CONTINGENCIES (CONTINUED) Rent expense for 1993, 1994 and 1995 was approximately $2,348,000, $2,648,000 and $3,530,000, respectively. LITIGATION. The Company is from time to time subject to claims and suits arising in the ordinary course of operations. In the opinion of management, the ultimate resolution of such pending legal proceedings will not have a material effect on the Company's financial position, results of operations or liquidity. PROFESSIONAL LIABILITY. The Company is self-insured up to $1,000,000 per occurrence for the payment of claims arising from professional liability risks. The Company has accrued liabilities for potential professional liability risks based on estimates for losses limited to $1,000,000 per occurrence and $4,000,000 in the aggregate. The Company is further insured by a commercial insurer for claims in excess of these limits up to an additional $10,000,000 over its self-insured retention. At December 31, 1994 and 1995, the Company had accrued approximately $2,681,000 and $3,171,000, respectively, related to such claims. In the opinion of management, any unaccrued damages awarded will not have a material adverse effect on the Company's financial position, results of operations or liquidity. NOTE 14. QUARTERLY RESULTS (UNAUDITED) The following tables summarize the Company's quarterly financial data for the years ended December 31, 1994 and 1995 (dollars in thousands, except per share data).
FIRST SECOND THIRD FOURTH 1994 QUARTER QUARTER QUARTER QUARTER - ------------------------------------------------------------------ --------- ----------- --------- --------- Net revenue....................................................... $ 24,563 $ 23,403 $ 23,331 $ 32,896 Net income (loss)................................................. 1,473 757 1,028 (1,015) Primary income (loss) per common share (3)........................ .21 (0.31) (0.12) (1.03) Fully diluted income per common share (3)......................... .15 -- (1) -- (1) -- (1)
FIRST SECOND THIRD FOURTH 1995(1) QUARTER QUARTER(2) QUARTER QUARTER - ------------------------------------------------------------------ --------- ----------- --------- --------- Net revenue....................................................... $ 28,727 $ 43,319 $ 45,789 $ 49,685 Income before extraordinary item.................................. 177 829 791 1,635 Net income (loss)................................................. 177 (289) 791 1,635 Primary loss per common share: (3) Loss before extraordinary item per common share................. (0.31) (0.16) (0.17) (1.22) Loss per common share........................................... (0.31) (0.42) (0.17) (1.22)
- ------------------------ (1) Fully diluted earnings per share for the period has not been presented due to the antidilutive effect of such calculation. (2) The net loss for the second quarter of 1995 included an extraordinary loss of approximately $1,118,000 from the early extinguishment of debt. Additionally, results for the quarter and six months ended June 30, 1995, and the nine months ended September 30, 1995, have been restated from amounts previously reported in Form 10Q and 10Q/A to eliminate the tax benefit associated with the extraordinary loss due to a revision in the Company's estimate of the impact of net operating loss carryforwards. (3) Earnings per share is computed independently for each quarter presented; therefore, the sum of the per share amounts does not equal the annual per share amount due to quarterly fluctuations in weighted average common and common equivalent shares outstanding. F-59 CHAMPION HEALTHCARE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 15. CREDIT RISK AND FAIR VALUE OF FINANCIAL INSTRUMENTS CREDIT RISK The Company's revenues consist primarily of amounts due from the Medicare and Medicaid programs in addition to amounts due from insurance carriers and individuals. The Company determines the adequacy of a patient's third-party payor coverage upon admission. However, it generally does not require any collateral prior to performing services. The Company maintains reserves for contractual allowances and potential credit losses based on past experience and management's current expectations. Medicare and Medicaid gross revenue accounted for approximately 39% and 12% in 1993, 39% and 18% in 1994, and 42% and 19% in 1995, respectively, of the Company's total gross revenue. FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts of cash and cash equivalents approximates fair value due to the short term maturities of these instruments. The carrying amounts of the Company's fixed rate long-term borrowings at December 31, 1994 and 1995, approximate their fair value. The carrying value of the Company's revolving credit agreement approximates fair value because the interest rate on such agreement is variable and based on current market rates. NOTE 16. SUBSEQUENT EVENTS On January 31, 1996, the Company entered into a letter of intent to sell the 149 bed Lakeland Regional Hospital in Springfield, MO, to Columbia in exchange for the 100 bed Poplar Springs Hospital in Petersburg, VA. Both facilities are psychiatric hospitals. The Company anticipates receiving additional cash consideration as a result of the sale, net of certain working capital components and the respective facilities' long term debt. This transaction is subject to numerous contingencies, including adequate due diligence and various regulatory approvals; accordingly, the Company is presently unable to conclude whether consummation of this transaction is more likely than not to occur. F-60 REPORT OF INDEPENDENT ACCOUNTANTS To the Governing Board of Dakota Heartland Health System: We have audited the accompanying balance sheet of Dakota Heartland Health System (the Partnership) as of December 31, 1994 and 1995, and the related statements of income, partners' equity and cash flows for the year ended December 31, 1995. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as 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 financial position of Dakota Heartland Health System as of December 31, 1994 and 1995, and the results of its operations, partners' equity and cash flows for the year ended December 31, 1995, in conformity with generally accepted accounting principles. COOPERS & LYBRAND L.L.P. Minneapolis, Minnesota February 16, 1996 F-61 DAKOTA HEARTLAND HEALTH SYSTEM BALANCE SHEET DECEMBER 31, 1994 AND 1995 ASSETS
1994 1995 -------------- -------------- Current assets: Cash and cash equivalents...................................................... $ 397,300 $ 19,062,865 Patient receivables, net of allowance for uncollectible accounts of $3,439,911 and $3,396,655 in 1994 and 1995, respectively................................. 21,530,288 17,339,282 Due from partners.............................................................. 4,000,000 Supplies inventory............................................................. 1,724,706 1,602,786 Prepaid expenses and other current assets...................................... 568,052 1,003,019 -------------- -------------- Total current assets......................................................... 28,220,346 39,007,952 Property and equipment, at cost.................................................. 42,333,642 52,940,547 Other assets: Investment in and advances to affiliates....................................... 1,964,073 1,835,223 Organizational costs, less accumulated amortization of $45,291................. -- 1,057,215 Other.......................................................................... -- 20,943 -------------- -------------- Total assets................................................................. $ 72,518,061 $ 94,861,880 -------------- -------------- -------------- -------------- LIABILITIES AND PARTNERS' EQUITY Current liabilities: Accounts payable............................................................... $ 3,788,183 $ 12,380,016 Estimated third-party payor settlements........................................ 3,426,079 2,008,176 Accrued salaries, wages and employee benefits.................................. 4,754,690 3,548,505 Other current liabilities...................................................... 242,563 2,043,794 -------------- -------------- Total current liabilities.................................................... 12,211,515 19,980,491 Other liabilities................................................................ 91,404 -- Minority interest................................................................ 38,478 56,877 Partners' equity................................................................. 60,176,664 74,824,512 -------------- -------------- Total liabilities and partners' equity....................................... $ 72,518,061 $ 94,861,880 -------------- -------------- -------------- --------------
The accompanying notes are an integral part of the financial statements. F-62 DAKOTA HEARTLAND HEALTH SYSTEM STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1995 Net patient service revenue.................................................. $ 99,098,598 Other revenue................................................................ 6,912,796 ------------- Net revenue................................................................ 106,011,394 ------------- Expenses: Salaries and benefits...................................................... 38,796,941 Professional fees.......................................................... 20,446,296 Supplies................................................................... 16,299,957 Depreciation and amortization.............................................. 2,405,978 Repairs and maintenance.................................................... 1,079,489 Utilities.................................................................. 1,224,450 Insurance.................................................................. 789,648 Rents and leases........................................................... 2,003,288 Provision for uncollectible accounts....................................... 3,797,944 Property taxes............................................................. 910,264 Other...................................................................... 2,109,291 ------------- Total expenses........................................................... 89,863,546 ------------- Net income................................................................... $ 16,147,848 ------------- -------------
The accompanying notes are an integral part of the financial statements. F-63 DAKOTA HEARTLAND HEALTH SYSTEM STATEMENT OF PARTNERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995
CHAMPION DAKOTA TOTAL EQUITY -------------- --------------- --------------- Net assets contributed......................................... $ 16,511,768 $ 39,664,896 $ 56,176,664 Cash contribution.............................................. 20,000,000 20,000,000 Working capital contributions due from partners................ 2,000,000 2,000,000 4,000,000 Equalization of capital accounts............................... 1,576,564 (1,576,564) -- -------------- --------------- --------------- Initial capital................................................ 40,088,332 40,088,332 80,176,664 Special distribution........................................... -- (20,000,000) (20,000,000) -------------- --------------- --------------- Partners' equity, December 31, 1994............................ 40,088,332 20,088,332 60,176,664 Net income..................................................... 8,881,316 7,266,532 16,147,848 Partners' distributions........................................ (825,000) (675,000) (1,500,000) -------------- --------------- --------------- Partners' equity, December 31, 1995............................ $ 48,144,648 $ 26,679,864 $ 74,824,512 -------------- --------------- --------------- -------------- --------------- ---------------
The accompanying notes are an integral part of the financial statements. F-64 DAKOTA HEARTLAND HEALTH SYSTEM STATEMENT OF CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS FOR THE YEAR ENDED DECEMBER 31, 1995 Cash flows from operating activities: Net income.................................................................. $ 16,147,848 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization............................................. 2,405,978 Gain on sale of property, plant and equipment............................. (1,388) Provision for uncollectible accounts...................................... 3,797,944 Minority interest......................................................... 18,399 Changes in operating assets and liabilities: Patient receivables, net................................................ 393,062 Supplies inventory...................................................... 121,920 Prepaid expenses and other current assets............................... (434,967) Other assets............................................................ (20,943) Accounts payable........................................................ 8,591,833 Estimated third-party payor settlements................................. (1,417,903) Accrued expenses........................................................ (1,206,185) Other liabilities....................................................... 1,709,827 ------------ Net cash provided by operating activities................................. 30,105,425 ------------ Cash flows from investing activities: Purchase of property and equipment.......................................... (12,967,592) Payment for organizational costs............................................ (1,102,506) Contribution from partners.................................................. 4,000,000 Other....................................................................... 130,238 ------------ Net cash used in investing activities..................................... (9,939,860) ------------ Cash flows from financing activities: Partners' draws............................................................. (1,500,000) ------------ Net cash used in financing activities..................................... (1,500,000) ------------ Increase in cash and cash equivalents......................................... 18,665,565 Cash and cash equivalents, beginning of year.................................. 397,300 ------------ Cash and cash equivalents, end of year........................................ $ 19,062,865 ------------ ------------ Supplemental disclosure of cash flow information: Cash paid during the year for interest...................................... $ 15,236 Cash paid for taxes......................................................... 447,207
The accompanying notes are an integral part of the financial statements. F-65 DAKOTA HEARTLAND HEALTH SYSTEM NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION AND ACCOUNTING POLICIES: On December 21, 1994, Dakota Heartland Health System, a general partnership (the Partnership), was formed by a wholly owned subsidiary of Champion Healthcare Corporation (Champion) that owned Heartland Medical Center, a 140-bed general acute care facility in Fargo, North Dakota, and Dakota Hospital (Dakota), a not-for-profit corporation that owned Dakota Hospital, a 199-bed general acute care hospital also in Fargo, North Dakota. Champion and Dakota contributed certain assets and liabilities, excluding long-term debt except capital leases, of their respective hospitals, and Champion contributed an additional $20,000,000 in cash, each in exchange for 50% ownership in the Partnership. The Partnership then made a $20,000,000 cash distribution to Dakota. Also on December 21, 1994, Champion entered into an operating agreement with the Partnership to manage the combined operations of the two hospitals. Champion will receive 55% of the net income and distributable cash flow (DCF) of the Partnership until such time as it has recovered, on a cumulative basis, an additional $10,000,000 of DCF in the form of an "excess" distribution (see also Note 4). USE OF ESTIMATES: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net income during the reporting period. Actual results could differ from those estimates. The most significant areas which require the use of management's estimates relate to the determination of the estimated third-party payor settlements, the allowance for uncollectible accounts receivable and obsolete inventory. CASH AND CASH EQUIVALENTS: The Partnership considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. PATIENT RECEIVABLES: Payments for services rendered to patients covered by third-party payor programs are generally less than billed charges. Provisions for contractual adjustments are made to reduce the charges to these patients to estimated receipts based upon the third-party payor's principles of payment/ reimbursement (either prospectively determined or retrospectively determined costs). SUPPLIES INVENTORY: Supplies inventory is stated at the lower of cost or market, with cost determined substantially on the first-in, first-out basis. PROPERTY AND EQUIPMENT: Property and equipment acquisitions are recorded at cost at the date of receipt. Depreciation is provided using the straight-line method over the estimated useful lives of the respective assets, ranging from 4 to 25 years. Maintenance and repairs are charged to expense as incurred while renewals and betterments are capitalized. The costs and related accumulated depreciation on asset disposals are removed from the accounts and any gain or loss is included in income. INCOME TAXES: The Partnership's income is attributed to its partners for income tax purposes. Accordingly, it has not accrued any liability for income taxes. Entities owned by the Partnership have paid income taxes during 1995 totaling $447,207. F-66 DAKOTA HEARTLAND HEALTH SYSTEM NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION AND ACCOUNTING POLICIES: (CONTINUED) RECLASSIFICATIONS: Certain reclassifications have been made in the 1994 financial statements to conform to the 1995 presentation. 2. NET PATIENT SERVICE REVENUE: The Company's facilities have entered into agreements with third-party payors, including U.S. government programs and managed care health plans, under which the Company is paid based upon established charges, cost of services provided, predetermined rates by diagnosis, fixed per diem rates or discounts or discounts from established charges. Net patient service revenues are recorded at estimated amounts due from patients and third-party payors for health care services provided, including anticipated settlements under reimbursement agreements with third-party payors. Payments for services rendered to patients covered by the Medicare and Medicaid programs are generally less than billed charges. Provisions for contractual adjustments are made to reduce charges to these patients to estimated receipts based upon each program's principle of payment/reimbursement (either prospectively determined or retrospectively determined costs). Final settlements under these programs are subject to administrative review and audit. The Company records adjustments, if any, resulting from such review or audits during the period in which these adjustments become known. Allowance for contractual adjustments under these programs are netted in accounts receivable in the accompanying Balance Sheet. It is management's opinion that adequate allowance has been provided for possible adjustments that might result from final settlements under these programs. 3. PROPERTY AND EQUIPMENT: A summary of property and equipment as of December 31, 1994 and 1995 is as follows:
1994 1995 -------------- -------------- Land and land improvements................................... $ 2,387,095 $ 2,360,412 Buildings and improvements................................... 20,087,268 21,624,868 Fixed equipment.............................................. 4,724,125 4,899,749 Major movable equipment...................................... 12,516,205 13,863,470 Minor movable equipment...................................... 1,101,633 1,003,318 Construction in progress..................................... 606,250 10,638,351 Property held for expansion.................................. 911,066 911,066 -------------- -------------- 42,333,642 55,301,234 Less accumulated depreciation................................ -- 2,360,687 -------------- -------------- $ 42,333,642 $ 52,940,547 -------------- -------------- -------------- --------------
F-67 DAKOTA HEARTLAND HEALTH SYSTEM NOTES TO FINANCIAL STATEMENTS 4. INVESTMENTS IN AND ADVANCES TO AFFILIATES: The Partnership owns portions of several entities. The investments in these entities are recorded on the equity method. The investments in and advances to affiliated companies on the accompanying balance sheet consisted of the following:
INVESTMENTS AND ADVANCES OWNERSHIP ---------------------------- CORPORATION PERCENTAGE 1994 1995 - ----------------------------------------------------------------------- --------------- ------------- ------------- Orthopro, Inc.......................................................... 50% $ 203,155 Country Health, Inc.................................................... 49% 665,629 $ 805,632 Health Care Incinerators, Inc./Thom Linen.............................. 33% 193,235 210,701 Dakota Outpatient Center............................................... 50% 311,604 356,016 Dakota Day Surgery..................................................... 50% 590,450 462,874 ------------- ------------- $ 1,964,073 $ 1,835,223 ------------- ------------- ------------- -------------
During 1995, the Partnership sold its 50% interest in Orthopro, Inc. The Partnership has a 50% interest in Dakota Outpatient Center (DOC), a general partnership which owns and operates a medical and office building. As a general partner, the Partnership is contingently liable on the outstanding debt of DOC. As of December 31, 1995, the balance of the note was $2,416,564. DOC also leases its real property to Dakota Hospital, Dakota Day Surgery (DDS) and Dakota Clinic, Ltd. (an unrelated corporation), under noncancelable 10-year net operating leases. Future minimum annual lease payments to be paid by the Hospital and DDS are $1,414,500 through 1998. The Partnership also has a 50% interest in DDS, a general partnership which provides outpatient surgical services. As a general partner, the Partnership is contingently liable to cover any operating losses of DDS. DDS had operating income in 1995. 5. CREDIT RISK The Partnership's revenues consist primarily of amounts due from the Medicare and Medicaid programs in addition to amounts due from insurance carriers and individuals. The Partnership determines the adequacy of a patient's third-party payor coverage upon admission. However, it generally does not require any collateral prior to performing services. The Partnership maintains reserves for contractual allowances and potential credit losses based on past experience and management's current expectations. Medicare and Medicaid gross revenue accounted for approximately 46% and 9% of the Partnership's total gross revenue. F-68 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors Jordan Valley Hospital: We have audited the accompanying balance sheet of Jordan Valley Hospital (the "Hospital"), (formerly known as Holy Cross Jordan Valley Hospital), as of September 30, 1995 and the related statements of income and change in owner's equity and cash flows for the period from January 1, 1995 through September 30, 1995. These financial statements are the responsibility of the Hospital's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Jordan Valley Hospital as of September 30, 1995 and the results of its operations and its cash flows for the period from January 1, 1995 through December 31, 1995 in conformity with generally accepted accounting principles. COOPERS & LYBRAND L.L.P. Houston, Texas December 28, 1995 F-69 JORDAN VALLEY HOSPITAL BALANCE SHEET SEPTEMBER 30, 1995 (IN THOUSANDS) ASSETS Current assets: Cash............................................................................ $ 260 Accounts receivable, less allowance for doubtful accounts of $1,615............. 4,287 Supplies inventories............................................................ 650 Prepaid expenses and other assets............................................... 223 Deferred income taxes........................................................... 597 --------- Total current assets.......................................................... 6,017 Property and equipment, net....................................................... 14,197 Note receivable................................................................... 207 --------- Total assets.................................................................. $ 20,421 --------- --------- LIABILITIES AND OWNER'S EQUITY Current liabilities: Accounts payable................................................................ $ 692 Accrued and other liabilities................................................... 996 Accrued income taxes............................................................ 538 Due to third-party payors....................................................... 295 Due to owner.................................................................... 656 --------- Total current liabilities..................................................... 3,177 Deferred income taxes............................................................. 899 Commitments and contingencies Owner's equity.................................................................... 16,345 --------- Total liabilities and owner's equity.......................................... $ 20,421 --------- ---------
The accompanying notes are an integral part of the financial statements. F-70 JORDAN VALLEY HOSPITAL STATEMENT OF INCOME AND CHANGE IN OWNER'S EQUITY FOR THE PERIOD FROM JANUARY 1, 1995 THROUGH SEPTEMBER 30, 1995 (IN THOUSANDS) Net patient service revenue....................................................... $ 15,516 Other revenue..................................................................... 345 --------- Net revenue................................................................... 15,861 Operating expenses: Salaries, wages and benefits.................................................... 5,988 Supplies........................................................................ 2,087 Other operating expenses........................................................ 3,546 Provision for bad debts......................................................... 1,762 Depreciation.................................................................... 1,065 --------- Total expenses................................................................ 14,448 --------- Income before income taxes........................................................ 1,413 Provision for income taxes........................................................ 523 --------- Net income........................................................................ 890 Owner's equity at January 1, 1995................................................. 15,455 --------- Owner's equity at September 30, 1995.......................................... $ 16,345 --------- ---------
The accompanying notes are an integral part of the financial statements. F-71 JORDAN VALLEY HOSPITAL STATEMENT OF CASH FLOWS FOR THE PERIOD FROM JANUARY 1, 1995 THROUGH SEPTEMBER 30, 1995 (IN THOUSANDS) OPERATING ACTIVITIES Net income......................................................................... $ 890 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation..................................................................... 1,065 Provision for bad debts.......................................................... 1,762 Deferred income taxes............................................................ 127 Changes in operating assets and liabilities: Accounts receivable............................................................ (1,460) Supplies inventories........................................................... (31) Prepaid expenses and other assets.............................................. 59 Accounts payable, accrued and other liabilities................................ 364 Accrued income taxes........................................................... 396 Due to third-party payors...................................................... 197 --------- Cash provided by operating activities........................................ 3,369 INVESTING ACTIVITIES Additions to property and equipment................................................ (983) Issuance of note receivable........................................................ (207) --------- Cash used for investing activities........................................... (1,190) FINANCING ACTIVITIES Payment of debt to owner........................................................... (2,762) --------- Cash used for financing activities........................................... (2,762) --------- Change in cash and cash equivalents................................................ (583) Cash and cash equivalents at beginning of period................................... 843 --------- Cash and cash equivalents at end of period......................................... $ 260 --------- ---------
The accompanying notes are an integral part of the financial statements. F-72 JORDAN VALLEY HOSPITAL NOTES TO FINANCIAL STATEMENTS 1. SIGNIFICANT ACCOUNTING POLICIES: ORGANIZATION Jordan Valley Hospital (the "Hospital") is a 50 bed tertiary care hospital located in West Jordan, Utah. The Hospital was formerly a tax-exempt hospital, Holy Cross Jordan Valley Hospital, which was owned by Holy Cross Health Systems Corporation ("HCHSC"). The Hospital was acquired by HealthTrust, Inc. -- The Hospital Company ("HTI") in August 1994. In October 1994, HTI and Columbia/ HCA entered into an agreement and a Plan of Merger. The merger was approved by both parties and effective in April 1995. In an agreement between the Federal Trade Commission and Columbia/HCA, the Hospital is currently in the process of being sold (see note 7). These financial statements are based on HCHSC historical cost because the Columbia/HCA and HTI ownership of the hospital were temporary. CASH AND CASH EQUIVALENTS Cash and cash equivalents include all highly liquid debt instruments, primarily U.S. government backed securities and certificates of deposit, purchased with an original maturity of three months or less. The Company maintains its cash in bank deposits which, at times, may exceed federally insured limits. ACCOUNTS RECEIVABLE AND NET PATIENT REVENUE The Hospital has entered into agreements with third-party payors, including U.S. government programs and managed care health plans, under which the Hospital is paid based upon established charges, cost of providing services, predetermined rates by diagnosis, fixed per diem rates or discounts from established charges. Net patient service revenues are recorded at estimated amounts due from patients and third party payors for health care services provided, including anticipated settlements under reimbursement agreements with third party payors. Payments for services rendered to patients covered by the Medicare and Medicaid programs are generally less than billed charges. Provisions for contractual adjustments are made to reduce the charges to these patients to estimated receipts based upon the programs' principles of payment/reimbursement (either prospectively determined or retrospectively determined costs). Final settlements under these programs are subject to administrative review and audit, and provision is currently made for adjustments which may result during the period in which such adjustments become known. Allowance for contractual adjustments under these programs is netted in accounts receivable in the accompanying balance sheet. Management is of the opinion that adequate allowance has been provided for possible adjustments that might result from such final settlements. Accounts receivable consists primarily of amounts due from the Medicare and Medicaid programs, other government programs, managed care health plans, commercial insurance companies and individual patients. Current earnings are charged with an allowance for doubtful accounts based on experience and other circumstances that may affect the ability of payors to meet their obligations. Accounts deemed uncollectible are charged against that allowance. SUPPLIES INVENTORIES Inventories are stated at cost, determined principally by the first-in, first-out (FIFO) method, and are not in excess of market value. F-73 JORDAN VALLEY HOSPITAL NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED) PROPERTY AND EQUIPMENT Property and equipment are recorded on the basis of cost, if purchased, or fair market value at the date of donation. Depreciation of property and equipment is recognized using the straight-line method over the expected useful lives of the assets ranging from 8 to 40 years. INCOME TAXES The Hospital utilizes Statement of Financial Standards No. 109, "Accounting for Income Taxes." Under this method, deferred taxes are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted marginal tax rates currently in effect when the differences reverse. The Hospital has recorded current and deferred income tax expense for the period subsequent to the acquisition by HTI, determined as if it were filing a separate tax return. 2. PROPERTY AND EQUIPMENT: Property and equipment consisted of the following at September 30, 1995:
(IN THOUSANDS) Buildings and improvements........................................... $ 14,765 Equipment............................................................ 9,417 ------------- 24,182 Less accumulated depreciation........................................ (10,505) ------------- 13,677 Land................................................................. 497 Construction in progress............................................. 23 ------------- $ 14,197 ------------- -------------
3. ACCRUED AND OTHER LIABILITIES: Details of accrued and other liabilities at September 30, 1995 were as follows:
(IN THOUSANDS) Accrued salaries and wages........................................... $ 563 Accrued vacation..................................................... 179 Property and sales tax............................................... 254 ------------- Total accrued and other liabilities................................ $ 996 ------------- -------------
4. LEASES: The Hospital leases certain land, buildings and equipment under operating leases that expire at various dates through 2003. Rental expense, which includes provisions for maintenance in some cases, F-74 JORDAN VALLEY HOSPITAL NOTES TO FINANCIAL STATEMENTS (CONTINUED) 4. LEASES: (CONTINUED) amounted to approximately $151,000 in 1995. Future minimum rental commitments at September 30, 1995, under noncancelable operating leases with a remaining term of greater than one year were as follows:
FISCAL YEAR (IN THOUSANDS) - --------------------------------------------------------------------- 1996............................................................... $ 155 1997............................................................... 123 1998............................................................... 119 1999............................................................... 114 2000............................................................... 434 ----- Total............................................................ $ 945 ----- -----
5. INCOME TAXES: The provision for income taxes consisted of the following for the period from January 1, 1995 through September 30, 1995:
(IN THOUSANDS) Current: Federal............................................................ $ 364 State.............................................................. 32 ----- Total current provision.......................................... 396 Deferred: Federal............................................................ 117 State.............................................................. 10 ----- Total deferred expense........................................... 127 ----- Provision for income taxes........................................... $ 523 ----- -----
The reconciliation of the statutory federal income tax rate to the provision for income taxes is as follows:
(IN THOUSANDS) Federal income tax benefit at statutory rate of 34%............................ $ 480 State income taxes, net of federal benefit..................................... 43 ------ Total provision for income taxes............................................. $ 523 ------ ------
The components of the deferred taxes were as follows: Allowance for bad debts........................................ $ 597 Excess of book over tax basis in property and equipment........ (899) ------ Net deferred tax liability................................... (302) Less current asset............................................. 597 ------ Noncurrent liability......................................... $ (899) ------ ------
F-75 JORDAN VALLEY HOSPITAL NOTES TO FINANCIAL STATEMENTS (CONTINUED) 6. RELATED PARTY TRANSACTIONS: As of September 30, 1995, the Hospital has a liability due to owner of approximately $656,000. This amount represents cash advances from its owner used for normal operations. The Hospital obtained its primary professional liability insurance through premiums paid to Columbia/HCA totaling approximately $249,000 for the period from January 1, 1995 through September 30, 1995. In addition, the Hospital has limited its liability through the purchase of umbrella coverage from third-party insurers. Columbia/HCA provided certain management services in the normal course of business to the Hospital. For 1995, the expenses allocated to the Hospital were approximately $101,000. 7. SUBSEQUENT EVENT: In November 1995, CHC -- Salt Lake City, Inc. entered into a definitive agreement with Columbia/HCA to acquire the Hospital in exchange for Autauga Medical Center, an 85 bed acute care hospital, and Autauga Health Care Center, a 72 bed skilled nursing facility, both in Prattville, Alabama, plus additional cash consideration of approximately $7,500,000. The transaction is subject to various third-party approvals, including that of the Federal Trade Commission. F-76 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors Salt Lake Regional Medical Center We have audited the accompanying consolidated balance sheets of Salt Lake Regional Medical Center (formerly known as Holy Cross Hospital of Salt Lake City), and subsidiaries (the "Hospital"), as of May 31, 1994 and April 13, 1995, and the related consolidated statements of income, equity, and cash flows for each of the two years in the period ended May 31, 1994 and for the period from June 1, 1994 through April 13, 1995. These financial statements are the responsibility of the Hospital's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as 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 Salt Lake Regional Medical Center and subsidiaries as of May 31, 1994 and April 13, 1995, and the consolidated results of their operations and their cash flows for each of the two years in the period ended May 31, 1994 and for the period from June 1, 1994 through April 13, 1995 in conformity with generally accepted accounting principles. COOPERS & LYBRAND L.L.P. Houston, Texas June 11, 1995 F-77 SALT LAKE REGIONAL MEDICAL CENTER CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) ASSETS
APRIL 13, MAY 31, 1994 1995 ------------ ------------- Current assets: Cash and cash equivalents......................................................... $ 3,277 $ 535 Investments Operating....................................................................... 1,839 Held by trustees................................................................ 418 ------------ ------------- 5,534 535 Accounts receivable, less allowance for doubtful accounts of $3,098 and $2,076, respectively....................................................................... 13,501 14,116 Other accounts receivable........................................................... 1,185 694 ------------ ------------- 14,686 14,810 Supplies inventories................................................................ 1,100 1,123 Prepaid expenses and other current assets........................................... 89 1,094 ------------ ------------- Total current assets.......................................................... 21,409 17,562 Investment assets limited as to use, net of current portion Held by trustees.................................................................. 902 Board designated.................................................................. 5,902 Donor restricted and other........................................................ 1,578 ------------ 8,382 Property and equipment: Land.............................................................................. 1,193 737 Buildings and improvements........................................................ 31,213 32,099 Equipment......................................................................... 42,779 45,017 Construction in progress.......................................................... 619 658 ------------ ------------- Total property and equipment.................................................. 75,804 78,511 Less allowances for depreciation and amortization................................. 40,426 43,819 ------------ ------------- Total property and equipment, net............................................. 35,378 34,692 Other assets........................................................................ 2,398 115 ------------ ------------- Total assets.................................................................. $ 67,567 $ 52,369 ------------ ------------- ------------ ------------- LIABILITIES Current liabilities: Current portion of capitalized lease obligation................................... $ 233 $ 545 Accounts payable.................................................................. 3,004 1,946 Due to third-party payors......................................................... 4,045 438 Accrued and other liabilities..................................................... 5,137 6,910 Due to HTI........................................................................ 6,015 ------------ ------------- Total current liabilities..................................................... 12,419 15,854 Capitalized lease obligation, net of current portion................................ 16,857 1,914 Other long-term liabilities......................................................... 58 228 Due to HCHSC........................................................................ 2,072 Commitments and contingencies (Note 4) Fund Balance: General........................................................................... 34,583 Donor restricted.................................................................. 1,578 Owner's Equity: Contributed capital............................................................... 32,663 Retained earnings................................................................. 1,710 ------------ ------------- Total liabilities and equity.................................................. $ 67,567 $ 52,369 ------------ ------------- ------------ -------------
The accompanying notes are an integral part of the consolidated financial statements. F-78 SALT LAKE REGIONAL MEDICAL CENTER CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS)
PERIOD FROM JUNE 1, 1994 THROUGH YEAR ENDED YEAR ENDED APRIL 13, MAY 31, 1993 MAY 31, 1994 1995 ------------ ------------ ------------- Net patient service revenue........................................... $ 81,358 $ 86,536 $ 65,585 Other revenue......................................................... 3,565 4,328 2,792 ------------ ------------ ------------- Net revenue....................................................... 84,923 90,864 68,377 Operating expenses: Salaries, wages and benefits........................................ 36,569 37,931 26,875 Supplies............................................................ 14,842 14,917 12,423 Other operating expenses............................................ 25,929 28,173 18,449 Provision for bad debts............................................. 3,623 3,464 3,573 Interest............................................................ 1,171 929 653 Depreciation and amortization....................................... 4,252 4,529 4,067 ------------ ------------ ------------- Total expenses.................................................... 86,386 89,943 66,040 Income (loss) before income taxes and extraordinary item.............. (1,463) 921 2,337 Provision for income taxes............................................ 1,027 ------------ ------------ ------------- Income (loss) before extraordinary item............................... (1,463) 921 1,310 Extraordinary item -- early extinguishment of debt (no tax benefit recognized).......................................................... 846 ------------ ------------ ------------- Net income (loss)..................................................... $ (1,463) $ 921 $ 464 ------------ ------------ ------------- ------------ ------------ -------------
The accompanying notes are an integral part of the consolidated financial statements. F-79 SALT LAKE REGIONAL MEDICAL CENTER CONSOLIDATED STATEMENTS OF EQUITY (IN THOUSANDS)
PERIOD FROM JUNE 1, 1994 THROUGH YEAR ENDED YEAR ENDED APRI1 13, MAY 31, 1993 MAY 31, 1994 1995 ------------ ------------ ------------- GENERAL Balance, beginning of period......................................... $ 37,503 $ 36,817 $ 34,583 Net income (loss) prior to the acquisition by HTI.................... (1,463) 921 (1,246) Fund Transfers....................................................... 135 174 20 Related Party Transfers.............................................. 642 (3,329) (6,339) Capital contribution by HCHSC........................................ 5,645 Net assets transferred to HTI........................................ (32,663) ------------ ------------ ------------- Balance, end of period............................................. 36,817 34,583 -- DONOR RESTRICTED Balance, beginning of period......................................... 3,088 3,152 1,578 Donations, gifts and bequests........................................ 945 785 7 Grants............................................................... 42 4 Fund transfers....................................................... (135) (174) (20) Related party transfers.............................................. (290) (201) Investment income.................................................... 121 235 (112) Expenditures for donor restricted purposes........................... (619) (2,223) (351) Other................................................................ (37) Capital distribution to HCHSC........................................ (1,065) ------------ ------------ ------------- Balance, end of period............................................. 3,152 1,578 -- OWNER'S EQUITY Net assets contributed by HTI........................................ 32,663 Net income for the period from August 16, 1994 through April 13, 1995................................................................ 1,710 ------------- Balance, end of period............................................. 34,373 ------------ ------------ ------------- Total equity, end of period........................................ $ 39,969 $ 36,161 $ 34,373 ------------ ------------ ------------- ------------ ------------ -------------
The accompanying notes are an integral part of the consolidated financial statements. F-80 SALT LAKE REGIONAL MEDICAL CENTER CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
PERIOD FROM JUNE 1, 1994 THROUGH YEAR ENDED YEAR ENDED APRIL 13, MAY 31, 1993 MAY 31, 1994 1995 ------------ ------------ ------------- OPERATING ACTIVITIES Net income (loss)..................................................... $ (1,463) $ 921 $ 464 Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: Extraordinary loss on early extinguishment of debt.................. 846 Depreciation and amortization....................................... 4,252 4,529 4,067 Loss on sale of assets.............................................. 84 24 47 Provision for bad debts............................................. 3,623 3,464 3,573 Deferred tax benefit................................................ (540) Deferred revenue and other credits.................................. 31 (455) (58) Changes in operating assets and liabilities: Accounts receivable............................................... (5,273) (2,032) (14,972) Supplies inventories.............................................. 83 (23) Prepaid expenses and other assets................................. (706) 388 920 Due to third-party payors......................................... 2,024 631 663 Accounts payable, accrued liabilities and other liabilities....... 1,221 (1,056) 3,292 ------------ ------------ ------------- Cash provided (used) by operating activities.................... 3,793 6,497 (1,721) INVESTING ACTIVITIES Net increase in current investments................................... 87 127 339 Net increase in investments limited as to use......................... (1,473) 1,764 6,702 Additions to property and equipment................................... (7,421) (3,427) (3,946) Proceeds from sale of assets.......................................... 21 809 46 Other................................................................. 1,540 (859) ------------ ------------ ------------- Cash provided (used) for investing activities................... (7,246) (1,586) 3,141 FINANCING ACTIVITIES Payments on long-term debt and refinancing............................ (204) (215) (5,853) Issuance of debt from HCHSC........................................... 1,020 Issuance of debt from HTI............................................. 6,015 Payment of debt to HCHSC.............................................. (1,523) (2,072) Other equity transactions, net........................................ 841 (4,729) (2,252) ------------ ------------ ------------- Cash used for financing activities.............................. (886) (3,924) (4,162) ------------ ------------ ------------- Change in cash and cash equivalents................................... (4,339) 987 (2,742) Cash and cash equivalents at beginning of period...................... 6,629 2,290 3,277 ------------ ------------ ------------- Cash and cash equivalents at end of period............................ $ 2,290 $ 3,277 $ 535 ------------ ------------ ------------- ------------ ------------ -------------
The accompanying notes are an integral part of the consolidated financial statements. F-81 SALT LAKE REGIONAL MEDICAL CENTER NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SIGNIFICANT ACCOUNTING POLICIES: ORGANIZATION On April 13, 1995, CHC-Salt Lake City, Inc. (the "Company") completed its acquisition of Salt Lake Regional Medical Center (the "Hospital") from Healthtrust, Inc. -- The Hospital Company ("HTI"). The Hospital is comprised of a 200 bed tertiary care hospital and five clinics and is located in Salt Lake City, Utah. The Hospital was formerly a tax-exempt hospital, Holy Cross Hospital of Salt Lake, which was owned by Holy Cross Health Systems Corporation ("HCHSC"). The Hospital was acquired by HTI on August 15, 1994 and was sold pursuant to a consent decree and settlement agreement between HTI and the Federal Trade Commission. Consummation of the sale had been subject to approval by the Federal Trade Commission, which was received on April 7, 1995. These financial statements are based on HCHSC historical cost because HTI ownership of the hospital was temporary. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Hospital and its controlled ventures. All material intercompany transactions and account balances have been eliminated in consolidation. CASH EQUIVALENTS Highly liquid investments, primarily U.S. government backed securities and certificates of deposits with a maturity of three months or less when purchased, excluding amounts for which use is limited by board or donor designation or by trust agreements, have been defined as cash equivalents. The carrying amounts reported in the balance sheets for cash equivalents approximate fair value. ACCOUNTS RECEIVABLE AND NET PATIENT REVENUE The Hospital has entered into agreements with third-party payors, including U.S. government programs and managed care health plans, under which the Hospital is paid based upon established charges, cost of providing services, predetermined rates by diagnosis, fixed per diem rates or discounts from established charges. Net patient service revenues are recorded at estimated amounts due from patients and third party payors for health care services provided, including anticipated settlements under reimbursement agreements with third party payors. Payments for services rendered to patients covered by the Medicare and Medicaid programs are generally less than billed charges. Provisions for contractual adjustments are made to reduce the charges to these patients to estimated receipts based upon the programs' principles of payment/reimbursement (either prospectively determined or retrospectively determined costs). Final settlements under these programs are subject to administrative review and audit, and provision is currently made for adjustments which may result during the period in which such adjustments become known. Allowance for contractual adjustments under these programs is netted in accounts receivable in the accompanying balance sheet. Management is of the opinion that adequate allowance has been provided for possible adjustments that might result from such final settlements. Accounts receivable consists primarily of amounts due from the Medicare and Medicaid programs, other government programs, managed care health plans, commercial insurance companies and individual patients. Current earnings are charged with an allowance for doubtful accounts based on experience and other circumstances that may affect the ability of payors to meet their obligations. Accounts deemed uncollectible are charged against that allowance. For the years ended May 31, 1993 and 1994 and for F-82 SALT LAKE REGIONAL MEDICAL CENTER NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 1. SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED) the period ended April 13, 1995, respectively, approximately 39%, 40% and 38% of total patient care revenue resulted from the Medicare program, and approximately 10%, 9% and 8%, respectively, resulted from Medicaid program. INVESTMENTS Investments acquired by purchase are stated at cost, adjusted for impairments in value that are deemed to be other than temporary. Market values for investments are based on quoted market prices. Investments limited as to use, that are required for obligations classified as current liabilities and Board designated investments and are immediately available to the Hospital for their stated purpose, are reported in current assets. Board designated investments limited as to use represent certain funds from operations and other sources designated by the Board of Directors to be used to fund future capital asset replacements, for the retirement of certain long-term debt or for other purposes. Certain donations, grants and bequests are restricted by donors and are recorded at fair market value at the date of receipt. Income from and expenditures of restricted donations are recorded as revenue and expenses in the period used, or as general equity transfers if use is restricted for property or equipment purchases. Bequests receivable are recorded at a nominal amount until the Hospital receives the bequest. SUPPLIES INVENTORIES Inventories are stated at cost, determined principally by the last-in, first-out (LIFO) method, and are not in excess of market value. PROPERTY AND EQUIPMENT Property and equipment are recorded on the basis of cost, if purchased, or fair market value at the date of donation. Depreciation of property and equipment is recognized using the straight-line method over the expected useful lives of the assets ranging from 5 and 30 years. Amortization of capital leases is included with depreciation expense. UNAMORTIZED DEBT ISSUANCE COSTS Debt issuance costs are amortized using the bonds outstanding method over the repayment term of the related debt. Amortization is included in depreciation and amortization expense. CHARITY CARE Consistent with its mission prior to the acquisition by HTI, the Hospital provides medical care to all patients regardless of their ability to pay. In accordance with the Hospital's policies related to the provision of charity care, patients who were unable to pay for services were identified based on patient financial information and other subsequent analysis. The Hospital did not pursue collection from these patients and such amounts were excluded from net patient revenue. Charity care charges foregone were approximately $1,014,000 in 1993, $1,440,000 in 1994, and $1,228,000 in 1995. INCOME TAXES The Hospital utilizes Statement of Financial Standards No. 109, "Accounting for Income Taxes." Under this method, deferred taxes are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted marginal tax rates currently in effect when the differences reverse. As described in Note 1, the Hospital had been a tax-exempt entity prior to the acquisition by HTI. Earning for the period from August 16, 1994 to April 13, F-83 SALT LAKE REGIONAL MEDICAL CENTER NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 1. SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED) 1995 were included in HTI consolidated tax return. The Hospital has recorded current and deferred income tax expense for the period subsequent to the acquisition by HTI, determined as if it were filing a separate tax return. 2. INVESTMENTS: The composition of investment assets limited as to use at May 31, 1994, was as follows:
MARKET COST VALUE --------- --------- (IN THOUSANDS) Investments held by trustees under loan agreements: Cash and short-term investments.............................. $ 201 $ 201 Funds invested in direct obligations of the U.S. Government.................................................. 1,119 1,119 Less current portion......................................... (418) (418) --------- --------- 902 902 Board designated investments: Cash and short-term investments.............................. 5,902 5,902 --------- --------- 5,902 5,902 Donor restricted and other investments: Cash and short-term investments.............................. 925 935 Common trust funds and other................................. 653 653 --------- --------- 1,578 1,588 --------- --------- $ 8,382 $ 8,392 --------- --------- --------- ---------
Investment income, which is included in other revenue, net, was approximately $693,000, $837,000 and $47,000 for 1993, 1994 and 1995, respectively. Investments consisted of commercial paper, money market instruments, U.S. Government obligations, marketable equity securities and high grade corporate bonds. The market values of investment were determined based on quoted market rates. 3. ACCRUED AND OTHER LIABILITIES: Details of accrued and other liabilities at May 31, 1994 and April 13, 1995 were as follows:
1994 1995 --------- --------- (IN THOUSANDS) Accrued salaries and wages..................................... $ 1,834 $ 1,675 Accrued vacation............................................... 2,195 2,074 Income taxes payable to HTI.................................... 1,567 Other.......................................................... 1,108 1,594 --------- --------- Total accrued and other liabilities.......................... $ 5,137 $ 6,910 --------- --------- --------- ---------
F-84 SALT LAKE REGIONAL MEDICAL CENTER NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 4. LONG-TERM DEBT: Long-term debt, which included capital leases and amounts due to HCHSC, at May 31, 1994 and April 13, 1995, were as follows:
MATURITY 1994 1995 --------- --------- --------- (IN THOUSANDS) Series 1990 Salt Lake City, Utah, Flexible Rate Revenue Bonds, principal payable at various dates through 2009, interest payable monthly at variable rates ranging from 2.2% to 2.5%, collateralized by a renewable, irrevocable letter of credit in the amount of $12,296,000 which expires on February 1, 1997........................................ Various $ 7,323 Series 1986 Salt Lake City, Utah, Industrial Revenue Bonds, principal payable annually, interest payable semiannually at rates from 6.0% to 7.4%................................. 2018 9,480 Notes payable to owner, principal payable at various dates, interest payable at 10.5%.................................. $ 6,015 Capital leases, principal and interest payable monthly, interest payable monthly at rates ranging from 5.8% to 9%......................................................... Various 287 2,459 --------- --------- 17,090 8,474 Less current portion (including $6,015 for 1995 due to HTI)..................................................... (233) (6,560) --------- --------- $ 16,857 $ 1,914 --------- --------- --------- ---------
The carrying amounts of the variable rate, long-term debt approximate their fair values. The fair values of the fixed rate, long-term debt and capital lease obligations were estimated using discounted cash flow analysis, based on current incremental borrowing rates for similar types of borrowing arrangements. The fair value of the fixed rate, long-term debt and capital lease obligations at April 13, 1995, approximated their carrying amount. Generally, mandatory deposits were required to be made to sinking and other funds held by trustees for payment of principal and interest. Prior to the acquisition by HTI, the Hospital extinguished the Series 1986 Industrial Revenue Bonds of approximately $9,480,000. The Hospital recognized an extraordinary loss of approximately $846,000, for which no tax benefit was recognized because HCHSC was tax-exempt. Additionally, the 1990 Series Flexible Rate Revenue Bonds were distributed to the HCHSC concurrent with the HTI acquisition. OBLIGATED GROUP AND OTHER REQUIREMENTS Under the Master Trust Indenture, HCHSC and certain of its subsidiaries, which included the Hospital (the "Obligated Group") could issue obligations to finance certain activities. Those members of the Obligated Group that elected to obtain financing under the Master Trust Indenture were guarantors for the repayment of obligations issued by other members of the Obligated Group up to certain limits, although each issuer was considered the principal obligor. F-85 SALT LAKE REGIONAL MEDICAL CENTER NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 4. LONG-TERM DEBT: (CONTINUED) The Series 1990 Utah Pooled Financing Bonds and the Series 1986 Salt Lake City Industrial Revenue Bonds were collateralized by a Master Trust Indenture that was collateralized by all accounts, contract rights and receipts of the Hospital. The obligations referenced above contained restrictive covenants that included, among others, restrictions on additional indebtedness, the payment of dividends and other distributions, the repurchase of common stock and related securities under certain circumstances, and the requirement to maintain certain financial ratios. The Hospital was in compliance with all loan covenants at May 31, 1994. The obligations referenced above were not acquired by HTI in the sale of the Hospital by HCHSC. The Master Trust Indenture requires establishment of certain funds, not available for general purposes, which were held with and controlled by a trustee for payment of certain construction costs, bond issuance costs, principal and interest and maintenance of cash reserves. Details of funds held by the trustee at May 31, 1994 were:
1994 --------------- (IN THOUSANDS) Debt service reserve fund........................................... $ 902 Bond fund........................................................... 40 Interest fund....................................................... 378 ------- 1,320 Less current portion.............................................. (418) ------- $ 902 ------- -------
INTEREST COSTS During 1993, 1994 and 1995, interest costs totaled approximately $1,171,000, $929,000 and $653,000, respectively, of which $81,000 was capitalized during 1994. Interest paid was approximately $1,149,000, $933,000, and $579,000 in 1993, 1994 and 1995, respectively. 5. LEASES: The Hospital leases certain land, buildings and equipment under capital and operating leases that expire at various dates through 2000. Rental expense, which includes provisions for maintenance in some cases, amounted to approximately $2,318,000, $2,693,000 and $1,698,000 in 1993, 1994 and 1995, respectively. Future minimum rental commitments at April 13, 1995, under a capital lease and noncancelable operating leases with a remaining term of greater than one year were as follows:
FISCAL YEAR CAPITAL OPERATING --------- ----------- - -------------------------------------------------------------- (IN THOUSANDS) 1996........................................................ $ 801 $ 636 1997........................................................ 701 570 1998........................................................ 624 472 1999........................................................ 624 132 2000........................................................ 208 46 --------- ----------- Total minimum obligations................................... 2,958 $ 1,856 ----------- ----------- Less amounts representing interest........................ 499 --------- Present value of minimum obligations........................ 2,459 Less current portion...................................... 545 --------- Long term obligations at April 13, 1995..................... $ 1,914 --------- ---------
F-86 SALT LAKE REGIONAL MEDICAL CENTER NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 6. INCOME TAXES: For the period from August 16, 1994 to April 13, 1995, the Hospital earned approximately $2,737,000 in pre-tax income. The provision for income taxes consisted of the following for the period from August 16, 1994 through April 13, 1995.
PERIOD ENDED APRIL 13, 1995 --------------- (IN THOUSANDS) Current: Federal........................................................... $ 1,440 State............................................................. 127 ------- Total current provision......................................... 1,567 Deferred: Federal........................................................... (496) State............................................................... (44) ------- Total deferred benefit.......................................... (540) ------- Provision for income taxes.......................................... $ 1,027 ------- -------
The reconciliation of the statutory federal income tax rate to the provision for income taxes is as follows:
PERIOD ENDED APRIL 13, 1995 --------------- (IN THOUSANDS) Federal income tax benefit at statutory rate of 34%................. $ 795 Loss for period in which no tax benefit recognized.................. 136 State income taxes, net of federal benefit.......................... 83 Other............................................................... 13 ------- Total provision for income taxes.................................. $ 1,027 ------- -------
The reconciliation of the statutory federal income tax rate to the provision for income taxes is based on earnings for the period in which the Hospital was subject to federal income taxes. The components of the deferred tax assets and (liabilities) at April 13, 1995 were as follows:
PERIOD ENDED APRIL 13, 1995 --------------- (IN THOUSANDS) Allowance for bad debts....................................................... $ 768 Excess of tax over book basis in property and equipment....................... (228) ------ Net deferred tax asset...................................................... 540 Less current portion.......................................................... (768) ------ Noncurrent portion.......................................................... $ (228) ------ ------
The current deferred tax asset is included in prepaid expenses and other current assets. The noncurrent deferred tax liability is included in other long-term liabilities. 7. RELATED PARTY TRANSACTIONS: The Hospital purchased certain services from Shared Services which is the administrator of the Holy Cross Employees Benefit Trust (the "Benefit Trust"). The Benefit Trust provided health, life and long-term disability benefits to employees of the Hospital. Premiums for these benefits were approximately $2,263,000, $2,332,000 and $527,000 for 1993, 1994 and 1995, respectively. Havican F-87 SALT LAKE REGIONAL MEDICAL CENTER NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 7. RELATED PARTY TRANSACTIONS: (CONTINUED) Insurance Company ("Havican"), a subsidiary of Shared Services, is the captive insurance company from which the Hospital obtained its primary professional liability insurance. Premiums paid to Havican were approximately $994,000, $1,346,000 and $240,000 for 1993, 1994 and 1995, respectively. Premiums paid to HTI for professional liability insurance during 1995 were approximately $177,000. In addition, the Hospital has limited its liability through the purchase of umbrella coverage from third-party insurers. Through August 15, 1994, the Hospital provided pension benefits for substantially all of its full-time employees through a defined benefit pension plan sponsored by HCHSC. The Hospital withdrew from the plan in connection with its acquisition by HTI. The liability or asset associated with the Hospital's withdrawal, if any, was retained by HCHSC. Pension expense for the years ended May 31, 1993 and 1994 and the period ended April 13, 1995, were $1,065,000, $1,050,000 and $210,000, respectively. HCHSC provided certain management services in the normal course of business to the Hospital. For 1993, 1994 and 1995, the expenses allocated to the Hospital were approximately $1,356,000, $1,486,000 and $304,000, respectively. 8. SALE OF ASSETS TO HTI: As described in Note 1, HCHSC sold the Hospital to HTI in August 1994. At the time of the sale, HTI assumed Hospital debts in excess of assets retained of approximately $4,580,000, which has been reflected in the financial statements as a capital distribution from donor restricted funds of $1,065,000 and a capital contribution to general funds of $5,645,000. F-88 CHAMPION HEALTHCARE CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) ASSETS
DECEMBER 31, MARCH 31, 1995 1996 ------------ ----------- (DOLLARS IN THOUSANDS) Current assets: Cash and cash equivalents........................................................... $ 7,583 $ 5,670 Accounts receivable, less allowance for doubtful accounts of $10,116 and $14,041 at December 31, 1995 and March 31, 1996, respectively................................. 33,262 36,407 Supplies inventory.................................................................. 3,470 3,872 Prepaid expenses and other current assets........................................... 6,264 6,290 ------------ ----------- Total current assets............................................................ 50,579 52,239 Property and equipment, less allowances for depreciation and amortization of $10,733 and $11,901 at December 31, 1995 and March 31, 1996, respectively.................. 158,382 166,997 Investment in Dakota Heartland Health System........................................ 48,145 52,118 Other assets........................................................................ 34,154 36,668 ------------ ----------- Total assets...................................................................... $ 291,260 $ 308,022 ------------ ----------- ------------ ----------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt and capital lease obligations..................... $ 2,467 $ 2,834 Accounts payable.................................................................... 13,952 12,743 Due to third parties................................................................ 8,829 8,052 Other current liabilities........................................................... 15,490 12,860 ------------ ----------- Total current liabilities........................................................... 40,738 36,489 Long-term debt and capital lease obligations........................................ 162,447 181,212 Other long-term liabilities......................................................... 10,177 10,445 Redeemable preferred stock.......................................................... 46,029 46,078 Common stock, $.01 par value: Authorized -- 25,000,000 shares, 11,868,230 and 12,012,603 shares issued and outstanding at December 31, 1995 and March 31, 1996, respectively................. 119 120 Common stock subscribed 80,000 shares at December 31, 1995 and March 31, 1996, respectively....................................................................... 40 40 Common stock subscription receivable................................................ (40) (40) Paid in capital..................................................................... 47,643 48,178 Accumulated deficit................................................................. (15,893) (14,500) ------------ ----------- Total liabilities and stockholders' equity........................................ $ 291,260 $ 308,022 ------------ ----------- ------------ -----------
See notes to condensed consolidated financial statements. F-89 CHAMPION HEALTHCARE CORPORATION CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, -------------------- 1995 1996 --------- --------- (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) Net patient service revenue............................................................. $ 27,625 $ 49,898 Other revenue........................................................................... 1,102 783 --------- --------- Net revenue......................................................................... 28,727 50,681 Operating expenses: Salaries and benefits................................................................. 12,762 22,006 Other operating and administrative.................................................... 10,913 19,232 Provision for bad debts............................................................... 2,073 3,670 Interest.............................................................................. 2,630 4,587 Depreciation and amortization......................................................... 1,532 3,016 Equity in earnings of Dakota Heartland Health System.................................. (1,478) (3,973) --------- --------- Total expenses...................................................................... 28,432 48,538 --------- --------- Income before income taxes.......................................................... 295 2,143 Provision for income taxes.............................................................. 118 750 --------- --------- Net income.......................................................................... $ 177 $ 1,393 --------- --------- --------- --------- Income (loss) applicable to common stock............................................ $ (1,312) $ 1,344 --------- --------- --------- --------- Income (loss) per common share: Primary............................................................................. $ (.31) $ .10 --------- --------- --------- --------- Fully Diluted....................................................................... N/A $ .08 --------- --------- --------- ---------
See notes to condensed consolidated financial statements. F-90 CHAMPION HEALTHCARE CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, ---------------------- 1995 1996 ---------- ---------- (DOLLARS IN THOUSANDS) Operating activities: Net income.......................................................................... $ 177 $ 1,393 Equity in earnings of Dakota Heartland Health System................................ (1,478) (3,973) Depreciation and amortization....................................................... 1,532 3,016 Provision for bad debts............................................................. 2,073 3,670 Changes in assets and liabilities, net of effects from acquisitions Increase in assets................................................................ (1,008) (5,195) Decrease in liabilities........................................................... (2,459) (4,477) ---------- ---------- Net cash used in operating activities........................................... (1,163) (5,566) ---------- ---------- Investing activities: Additions to property and equipment................................................. (7,060) (2,697) Investment in Jordan Valley Hospital................................................ (10,746) Investment in Dakota Heartland Health System........................................ (2,000) Investment in Salt Lake Regional Medical Center..................................... (3,000) Proceeds from sale of property and equipment........................................ 1,300 Investment in note receivable....................................................... (793) (50) Other............................................................................... (576) (575) ---------- ---------- Net cash used in investing activities........................................... (12,129) (14,068) ---------- ---------- Financing activities: Proceeds from the issuance of long-term obligations................................. 18,512 Payments on long-term debt and capital lease obligations............................ (1,989) (768) Other............................................................................... (235) (23) ---------- ---------- Net cash provided by (used in) financing activities............................. (2,224) 17,721 ---------- ---------- Decrease in cash and cash equivalents........................................... (15,516) (1,913) Cash and cash equivalents at beginning of period...................................... 48,424 7,583 ---------- ---------- Cash and cash equivalents at end of period............................................ $ 32,908 $ 5,670 ---------- ---------- ---------- ----------
See notes to condensed consolidated financial statements. F-91 CHAMPION HEALTHCARE CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for the periods presented have been reflected. Such financial statements include the accounts of the Company and all wholly-owned and majority-owned subsidiaries and partnerships. All significant intercompany transactions and accounts have been eliminated in consolidation. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. These financial statements should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 1995, included in the Company's Annual Report on Form 10-K, as amended, for the year ended December 31, 1995. The Company's business is seasonal in nature and subject to general economic conditions and other factors. Accordingly, operating results for the three months ended March 31, 1996, are not necessarily indicative of the results that may be expected for the year ended December 31, 1996. In October 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based Compensation," which is effective for fiscal years beginning after December 15, 1995. SFAS 123 establishes new financial accounting and reporting standards for stock-based compensation plans. Entities will be allowed to measure compensation expense for stock-based compensation under SFAS 123 or APB Opinion No. 25, "Accounting for Stock Issued to Employees." The Company has elected to continue accounting for such compensation under the provisions of APB Opinion No. 25. In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 121 ("SFAS 121"), "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS 121, which is effective for fiscal years beginning after December 15, 1995, requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company's adoption of SFAS 121 on January 1, 1996, had no material effect on its financial statements. 2. SUMMARIZED FINANCIAL INFORMATION OF EQUITY AFFILIATE The Company, through a wholly-owned subsidiary, owns 50% of a partnership operated as Dakota Heartland Health System ("DHHS"). DHHS owns and operates two general acute care hospitals with a total of 341 beds in Fargo, North Dakota, and the Company manages the combined operations of the two facilities pursuant to the partnership agreement and an operating agreement with DHHS. Under the terms of the partnership agreement, the Company is entitled to 55% of DHHS's net income and distributable cash flow ("DCF") until such time as it has recovered on a cumulative basis an additional $10,000,000 of DCF. The Company is also obligated to advance funds to DHHS to cover any and all operating deficits. F-92 CHAMPION HEALTHCARE CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 2. SUMMARIZED FINANCIAL INFORMATION OF EQUITY AFFILIATE (CONTINUED) The Company accounts for its investment in DHHS under the equity method. The following table summarizes certain financial information of DHHS (dollars in thousands).
THREE MONTHS ENDED THREE MONTHS ENDED MARCH 31, 1995 MARCH 31, 1996 ------------------- ------------------- INCOME STATEMENT DATA Net revenue................................................. $ 26,088 $ 27,623 Net income.................................................. 2,687 7,223 Company's equity in the earnings of DHHS.................... 1,478 3,973 DECEMBER 31, 1995 MARCH 31, 1996 ------------------- ------------------- BALANCE SHEET DATA Current assets.............................................. $ 39,008 $ 38,095 Non-current assets.......................................... 55,854 56,226 Current liabilities......................................... 19,980 12,258 Non-current liabilities..................................... 57 15 Partners' equity............................................ 74,825 82,048
3. LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS Long-term debt and capital lease obligations consisted of the following at December 31, 1995 and March 31, 1996 (dollars in thousands):
DECEMBER 31, MARCH 31, 1995 1996 ------------ ----------- Revolving Loan.............................................................. $ 47,700 $ 66,200 11% Senior Subordinated Notes, net of discount (face amount of $99,089 and $98,705 at December 31, 1995 and March 31, 1996, respectively)............. 98,447 98,076 Health Care REIT, Inc....................................................... 11,120 10,908 Other notes payable and capital lease obligations........................... 7,647 8,862 ------------ ----------- Total debt and capital lease obligations.................................. 164,914 184,046 Less current portion........................................................ (2,467) (2,834) ------------ ----------- Total long-term debt and capital lease obligations........................ $ 162,447 $ 181,212 ------------ ----------- ------------ -----------
The Company is subject to various loans, notes and mortgages that contain restrictive covenants which include, among others, restrictions on additional indebtedness, the payment of dividends and other distributions, the repurchase of common stock and related securities under certain circumstances, and the requirement to maintain certain financial ratios. The Company was in compliance with or has obtained permanent waivers for all loan covenants to which it was subject at March 31, 1996 and December 31, 1995. 4. ACQUISITIONS JORDAN VALLEY HOSPITAL On March 1, 1996, the Company acquired Jordan Valley Hospital ("Jordan") from Columbia/ HCA Healthcare Corporation ("Columbia"). Jordan is a 50 bed acute care hospital located in West Jordan, Utah, a suburb of Salt Lake City. Jordan was acquired in exchange for Autauga Medical Center, an 85 bed acute care hospital, and Autauga Health Care Center, a 72 bed skilled nursing facility, both in Prattville, Alabama, plus preliminary cash consideration paid to Columbia of approximately $10,750,000. Cash consideration included approximately $3,750,000 for certain net working F-93 CHAMPION HEALTHCARE CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 4. ACQUISITIONS (CONTINUED) capital components, which are subject to adjustment and final settlement by the parties, and reimbursement of certain capital expenditures made previously by Columbia. The transaction did not result in a gain or loss. The Alabama facilities were acquired as part of the Company's acquisition of AmeriHealth, Inc. on December 6, 1994. The following selected unaudited pro forma financial information for the three months ended March 31, 1995 and 1996, assumes that the acquisition of Jordan and Salt Lake Regional Medical Center ("SLRMC") occurred on January 1, 1995. The Company acquired SLRMC on April 13, 1995. The pro forma financial information does not purport to be indicative of the results that actually would have been obtained had the operations been combined during the periods presented, and is not intended to be a projection of future results or trends.
THREE MONTHS ENDED MARCH 31, -------------------- 1995 1996 --------- --------- (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) Net revenue...................................................................... $ 49,353 $ 51,919 --------- --------- --------- --------- Net income....................................................................... $ 1,313 $ 1,268 --------- --------- --------- --------- Income (loss) applicable to common stock......................................... $ (176) $ 1,219 --------- --------- --------- --------- Income (loss) per common share: Primary........................................................................ $ (0.04) $ 0.09 --------- --------- --------- --------- Fully diluted.................................................................. N/A $ 0.07 --------- --------- Weighted average number of common shares outstanding: Primary........................................................................ 4,228 12,835 --------- --------- --------- --------- Fully diluted.................................................................. N/A 18,184 --------- ---------
5. INCOME PER SHARE Primary income per common and common equivalent share is calculated by dividing the income attributable to common stock (net income less preferred stock dividend requirements and accretion of preferred stock issuance costs) by the weighted average number of common and common equivalent shares outstanding during each period, assuming the exercise of all stock options and warrants, when dilutive, with an exercise price less than the average market price of the common stock using the treasury stock method. Fully diluted income per share was not presented for the quarter ended March 31, 1995, due to the anti-dilutive effect of such calculation. The fully diluted income per share computation for the quarter ended March 31, 1996, assumed the conversion of 2,608,176 shares of convertible preferred stock into a weighted average of 5,216,027 common shares, and that no preferred dividends on the preferred stock were provided (See Note 6). The weighted average number of shares used in computing income (loss) per share are as follows:
THREE MONTHS ENDED MARCH 31, -------------------------- 1995 1996 ----------- ------------- Primary.......................................................... 4,277,975 12,835,211 ----------- ------------- ----------- ------------- Fully Diluted.................................................... N/A 18,183,900 ------------- -------------
F-94 CHAMPION HEALTHCARE CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 6. CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK Effective December 31, 1995, the Company and its Preferred shareholders entered into the 1995 Recapitalization Agreement that, among other things, eliminated the accrual of future dividends on its outstanding Preferred Stock. At March 31, 1996, the Company had outstanding 2,608,176 shares of Series C and D Cumulative Convertible Redeemable Preferred Stock (collectively, "Preferred Stock") which were convertible into 5,216,352 shares of common stock. The Company's Certificate of Incorporation, as amended, certain preferred stock purchase agreements, and its Senior and other debt agreements prohibit or place limitations on the payment of cash dividends to holders of preferred and common stock. 7. INCOME TAXES The income tax provision recorded for the quarters ended March 31, 1995 and 1996 differs from the expected income tax provision due to permanent differences, the provision for state income taxes and the realization of net deferred tax assets. 8. CONTINGENCIES LITIGATION. The Company is subject to claims and legal actions arising in the ordinary course of operations. In the opinion of management, the ultimate resolution of such pending legal proceedings will not have a material effect on the Company's financial position, results of operations or liquidity. PROFESSIONAL LIABILITY. The Company is self-insured up to $1,000,000 per occurrence for the payment of claims arising from professional liability risks. The Company has accrued liabilities for potential professional liability risks based on estimates for losses limited to $1,000,000 per occurrence and $4,000,000 in the aggregate. The Company is further insured by a commercial insurer for claims in excess of these limits up to an additional $10,000,000 over its self-insured retention. In the opinion of management, any unaccrued damages awarded will not have a material adverse effect on the Company's financial position, results of operations or liquidity. 9. SUBSEQUENT EVENT Effective April 12, 1996, the Company executed a definitive Agreement and Plan of Merger (the "Merger Agreement") with Paracelsus Healthcare Corporation, a privately held California corporation ("Paracelsus") and PC Merger Sub., Inc., a newly formed Paracelsus subsidiary. The Merger Agreement provides for, among other things, the merger of PC Merger Sub., Inc. with and into the Company (the "Merger"). Each share of the Company's common stock will convert into one share of Paracelsus common stock, and each share of the Company's Preferred Stock will convert into two shares of Paracelsus common stock. Dr. Manfred George Krukemeyer, currently the Chairman of the Board and sole shareholder of Paracelsus, and members of Paracelsus management will own approximately 60% of the Company, and current Company security holders will own approximately 40% of Paracelsus common stock on a fully diluted basis. The consummation of the Merger is conditioned upon, among other things, Dr. Krukemeyer entering into a shareholder agreement (the "Shareholder Agreement") with Paracelsus to be effective at the time of the Merger. The Shareholder Agreement, among other things, set forth (i) restrictions on certain acquisitions and dispositions of Paracelsus voting securities, (ii) certain rights and obligations relating to board representation and (iii) certain rights of first refusal for Dr. Krukemeyer. The Shareholder agreement will also impose other customary standstill restrictions. The Merger is subject to a number of customary conditions including filings with the Securities and Exchange Commission, approval of the stockholders of the Company and Paracelsus, and antitrust filings. In the event that the Merger Agreement is terminated, under certain circumstances Paracelsus and the Company have agreed to pay a termination fee to the other. Effective April 12, 1996, the Company and holders of its 11% Senior Subordinated Notes under agreements dated December 31, 1993, (the "Series D Notes") and May 1, 1995, (the "Series E Notes") F-95 CHAMPION HEALTHCARE CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 9. SUBSEQUENT EVENT (CONTINUED) and certain holders of its Preferred Stock entered into an Agreement in Contemplation of the Merger, that among other things provided (i) the parties thereto holding shares of Preferred Stock agreed to vote their Preferred Shares for the Merger, (ii) the holders of the Series D Notes agreed among other things (a) to waive any rights to cause the Company to purchase from such holders the Series D Notes in the event of a change in control caused by the Merger and (b) surrender their Series D Notes for prepayment at a premium depending upon the year of prepayment, and (iii) the holder of the Series E Notes agreed among other things (x) to waive any rights to cause the Company to purchase from such holders the Series E Notes in the event of a change in control caused by the Merger and (y) to surrender their Series E Notes for prepayment at a premium depending upon the year of such prepayment and upon whether warrants to purchase Company common stock are surrendered in connection with such prepayment. Pursuant to the 1995 Recapitalization Agreement entered into by the Company and certain of its security holders effective December 31, 1995, the Company agreed to reduce the exercise prices of one series of $680, 104 warrants from $5.90 to $5.25 per share and two series totaling 2,447,670 warrants from $9.00 to $7.00 per shares until May 13, 1996, after which the exercise prices revert to their prior amounts. As of May 13, 1996, warrants have been exercised to purchase approximately 2,370,000 shares of common stock, resulting in cash proceeds to the Company of approximately $8,715,000 and the tender of approximately $4,840,000 in Company subordinated notes in lieu of cash. On January 31, 1996, the Company entered into a letter of intent to sell the 149 bed Lakeland Regional Hospital in Springfield, MO, to Columbia/HCA Healthcare Corporation in exchange for the 100 bed Poplar Springs Hospital in Petersburg, VA. Both facilities are psychiatric hospitals. On May 6, 1996, the Company and Columbia mutually agreed to terminate this transaction. F-96 PARACELSUS AND CHAMPION UNAUDITED PRO FORMA CONDENSED COMBINING FINANCIAL STATEMENTS The Paracelsus and Champion Unaudited Pro Forma Condensed Combining Financial Statements set forth below have been derived from the Paracelsus Unaudited Pro Forma Condensed Combining Financial Statements and the Champion Unaudited Pro Forma Condensed Combining Statements of Income and Unaudited Historical Condensed Balance Sheet included elsewhere in this Prospectus. The Paracelsus and Champion Unaudited Pro Forma Condensed Combining Financial Statements reflect the effect of the Merger and certain related transactions, in each case as if such transactions had occurred at the beginning of each period presented for purposes of the pro forma income statements and operating data and on March 31, 1996 for purposes of the pro forma balance sheet. The Paracelsus and Champion Unaudited Pro Forma Condensed Combining Financial Statements also give effect to certain acquisitions and dispositions by each of Paracelsus and Champion completed since the beginning of each of the periods presented. The Paracelsus and Champion Unaudited Pro Forma Condensed Combining Financial Statements set forth below and the Paracelsus Unaudited Pro Forma Condensed Combining Financial Statements and the Champion Unaudited Pro Forma Condensed Combining Statements of Income included elsewhere herein do not purport to present the financial position or results of operations of Paracelsus and Champion had the transactions and events assumed therein occurred on the dates specified, nor are they necessarily indicative of the results of operations that may be expected in the future. The Paracelsus and Champion Unaudited Pro Forma Condensed Combining Financial Statements set forth below are qualified in their entirety by reference to, and should be read in conjunction with, the Paracelsus Unaudited Pro Forma Condensed Combining Financial Statements and the Champion Unaudited Pro Forma Condensed Combining Statements of Income and Unaudited Historical Condensed Balance Sheet included elsewhere in this Prospectus. See "Risk Factors -- Significant Leverage," "The Merger and Financing," "Paracelsus Management's Discussion and Analysis of Financial Condition and Results of Operations," "Champion Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business -- Recent Transactions," "Paracelsus Unaudited Pro Forma Condensed Combining Financial Statements" and "Champion Unaudited Pro Forma Condensed Combining Statements of Income and Unaudited Historical Condensed Balance Sheet." PF-1 PARACELSUS AND CHAMPION UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENT OF INCOME FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1995 (IN THOUSANDS, EXCEPT RATIO AND PER SHARE DATA)
ADJUSTMENTS PARACELSUS CHAMPION FOR THE PRO FORMA FOR PRO FORMA PRO FORMA MERGER THE MERGER Total operating revenues........................................ $ 501,633 $ 195,633 $ (367)(1) $ 696,899 Costs and expenses: Salaries and benefits......................................... 206,035 82,040 288,075 Supplies...................................................... 44,816 26,012 70,828 Purchased services............................................ 59,302 26,688 85,990 Provision for bad debts....................................... 41,054 14,562 55,616 Other operating expenses...................................... 92,828 25,483 (400)(2) 117,911 Depreciation and amortization................................. 17,167 10,344 4,912(3) 31,635 (788)(4) Interest...................................................... 17,241 15,738 3,824(5) 36,803 Equity in earnings of DHHS.................................... (8,881) (8,881) Restructuring and unusual charges............................. 4,177 4,177 ----------- ----------- ------------- ------------- Total costs and expenses........................................ 482,620 191,986 7,548 682,154 ----------- ----------- ------------- ------------- Income before minority interests and income taxes............... 19,013 3,647 (7,915) 14,745 Minority interests.............................................. 1,927 1,927 ----------- ----------- ------------- ------------- Income before income taxes...................................... 17,086 3,647 (7,915) 12,818 Income taxes.................................................... 7,005 277 (1,936)(6) 5,346 ----------- ----------- ------------- ------------- Net income...................................................... 10,081 3,370 (5,979) 7,472 Preferred dividends accrued..................................... -- (11,331) 11,331(7) ----------- ----------- ------------- ------------- Income (loss) applicable to common stock........................ $ 10,081 $ (7,961) $ 5,352 $ 7,472 ----------- ----------- ------------- ------------- ----------- ----------- ------------- ------------- Loss per share................................................ $ (1.87) $ 0.15 ----------- ------------- ----------- ------------- Weighted average number of common and common equivalent shares outstanding.................................................... 4,255 46,069(8) 50,324 ----------- ------------- ------------- ----------- ------------- ------------- Ratio of earnings to fixed charges (9).......................... 1.8x 1.2x 1.3x ----------- ----------- ------------- ----------- ----------- -------------
See notes to Paracelsus and Champion unaudited pro forma condensed combining financial statements. PF-2 PARACELSUS AND CHAMPION UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENT OF INCOME FOR THE SIX MONTHS ENDED MARCH 31, 1995 (IN THOUSANDS, EXCEPT RATIO AND PER SHARE DATA)
ADJUSTMENTS PARACELSUS CHAMPION FOR THE PRO FORMA FOR PRO FORMA PRO FORMA MERGER THE MERGER Total operating revenues........................................ $ 250,331 $ 97,109 $ (200)(1) $ 347,240 Costs and expenses: Salaries and benefits......................................... 106,039 42,168 148,207 Supplies...................................................... 22,082 13,703 35,785 Purchased services............................................ 27,502 12,113 39,615 Provision for bad debts....................................... 19,061 7,943 27,004 Other operating expenses...................................... 44,796 12,823 (200)(2) 57,419 Depreciation and amortization................................. 8,665 4,413 2,456(3) 15,338 (196)(4) Interest...................................................... 8,260 6,948 1,891(5) 17,099 Equity in earnings of DHHS.................................... (2,363) (2,363) ----------- ----------- ------------- ------------- Total costs and expenses........................................ 236,405 97,748 3,951 338,104 ----------- ----------- ------------- ------------- Income (loss) before minority interests and income taxes............................................... 13,926 (639) (4,151) 9,136 Minority interests.............................................. 1,204 1,204 ----------- ----------- ------------- ------------- Income (loss) before income taxes............................... 12,722 (639) (4,151) 7,932 Income taxes (benefit).......................................... 5,215 70 (1,048)(6) 4,237 ----------- ----------- ------------- ------------- Net income (loss)............................................... 7,507 (709) (3,103) 3,695 Preferred dividends accrued..................................... (2,727) (2,727)(7) ----------- ----------- ------------- ------------- Income (loss) applicable to common stock........................ $ 7,507 $ (3,436) $ (376) $ 3,695 ----------- ----------- ------------- ------------- ----------- ----------- ------------- ------------- Income (loss) per share......................................... $ (0.81) $ 0.07 ----------- ------------- ----------- ------------- Weighted average number of common and common equivalent shares outstanding.................................................... 4,244 46,083(8) 50,327 ----------- ------------- ------------- ----------- ------------- ------------- Ratio of earnings to fixed charges (9).......................... 2.2x -- 1.4x ----------- ----------- ------------- ----------- ----------- -------------
See notes to Paracelsus and Champion unaudited pro forma condensed combining financial statements. PF-3 PARACELSUS AND CHAMPION UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENT OF INCOME FOR THE SIX MONTHS ENDED MARCH 31, 1996 (IN THOUSANDS, EXCEPT RATIO AND PER SHARE DATA)
ADJUSTMENTS PRO FORMA PARACELSUS CHAMPION FOR THE FOR THE PRO FORMA PRO FORMA MERGER MERGER Total operating revenues.................................... $ 265,626 $ 103,089 $ (160)(1) $ 368,555 Costs and expenses: Salaries and benefits..................................... 111,987 43,940 155,927 Supplies.................................................. 21,604 13,113 34,717 Purchased services........................................ 33,786 13,757 47,543 Provision for bad debts................................... 20,987 6,858 27,845 Other operating expenses.................................. 46,393 13,135 (200)(2) 59,328 Depreciation and amortization............................. 8,275 6,905 2,456(3) 17,137 (499)(4) Interest.................................................. 8,863 9,187 1,636(5) 19,686 Equity in earnings of DHHS................................ (6,609) (6,609) Settlement costs.......................................... 22,356 22,356 ----------- ----------- ------------ ----------- Total costs and expenses.................................... 274,251 100,286 3,393 377,930 ----------- ----------- ------------ ----------- Income (loss) before minority interests and income taxes........................................... (8,625) 2,803 (3,553) (9,375) Minority interests.......................................... 1,072 1,072 ----------- ----------- ------------ ----------- Income (loss) before income taxes........................... (9,697) 2,803 (3,553) (10,447) Income taxes (benefit)...................................... (3,976) 1,037 (802)(6) (3,741) ----------- ----------- ------------ ----------- Net income (loss)........................................... (5,721) 1,766 (2,751) (6,706) Preferred dividends accrued................................. 6,899 (6,899)(7) ----------- ----------- ------------ ----------- Income (loss) applicable to common stock.................... $ (5,721) $ (5,133) $ 4,148 $ (6,706) ----------- ----------- ------------ ----------- ----------- ----------- ------------ ----------- Loss per share.............................................. $ (0.63) $ (0.14) ----------- ----------- ----------- ----------- Weighted average number of common and common equivalent shares outstanding......................................... 8,121 38,880(8) 47,001 ----------- ------------ ----------- ----------- ------------ ----------- Ratio of earnings to fixed charges (9)...................... -- 1.3x -- ----------- ----------- ----------- ----------- ----------- -----------
See notes to Paracelsus and Champion unaudited pro forma condensed combining financial statements. PF-4 PARACELSUS AND CHAMPION UNAUDITED PRO FORMA CONDENSED COMBINING BALANCE SHEET MARCH 31, 1996 (IN THOUSANDS) ASSETS
ADJUSTMENTS PRO FORMA PARACELSUS CHAMPION FOR THE FOR THE PRO FORMA HISTORICAL(A) MERGER MERGER Current assets: Cash and cash equivalents............................................... $ 3,149 $ 5,670 $(53,667)(10) $ 8,819 53,667(10) Marketable securities................................................... 10,051 -- 10,051 Accounts receivable, less provision for bad debts....................... 100,015 36,407 136,422 Supplies................................................................ 9,652 3,872 13,524 Deferred income taxes................................................... 26,463 2,521 18,646(11) 47,630 Other current assets.................................................... 4,918 3,769 (1,000)(12) 7,687 --------- ------------- ------------- --------- Total current assets.................................................. 154,248 52,239 17,646 224,133 Property and equipment, net of accumulated depreciation................... 195,809 166,997 38,022(13) 400,828 Investment in DHHS........................................................ 52,118 52,118 Other assets.............................................................. 57,854 36,668 60,215(13) 151,737 (3,000)(12) --------- ------------- ------------- --------- Total assets.......................................................... $ 407,911 $308,022 $112,883 $ 828,816 --------- ------------- ------------- --------- --------- ------------- ------------- --------- LIABILITIES AND SHAREHOLDERS' EQUITY ADJUSTMENTS PRO FORMA PARACELSUS CHAMPION FOR THE FOR THE PRO FORMA HISTORICAL(A) MERGER MERGER Current liabilities: Accounts payable and other current liabilities.......................... $ 77,411 $ 33,655 $ 4,000(14) $ 115,066 Current maturities of long-term debt.................................... 458 2,834 3,292 --------- ------------- ------------- --------- Total current liabilities............................................. 77,869 36,489 4,000 118,358 Long-term debt and capital lease obligations.............................. 183,102 181,212 49,667(10) 413,981 Deferred income taxes..................................................... 24,607 7,394 15,589(13) 47,590 Other long-term liabilities............................................... 25,968 3,051 1,500(14) 30,519 Redeemable preferred stock................................................ 46,078 (46,078)(13) Shareholders' equity...................................................... 96,365 33,798 (21,113)(15) 218,368 (9,604)(16) 5,478(13) 147,242(13) (33,798)(13) --------- ------------- ------------- --------- Total liabilities and shareholders' equity............................ $ 407,911 $308,022 $112,883 $ 828,816 --------- ------------- ------------- --------- --------- ------------- ------------- ---------
- ------------------------ (a) There are no pro forma adjustments to the Champion historical balance sheet. See notes to Paracelsus and Champion unaudited pro forma condensed combining financial statements. PF-5 NOTES TO PARACELSUS AND CHAMPION UNAUDITED PRO FORMA CONDENSED COMBINING FINANCIAL STATEMENTS (1) To reflect the pro forma reduction in interest income as a result of the repayment of a $4,000,000 promissory note due to Paracelsus, which is expected to be paid in full by Dr. Krukemeyer contemporaneously with the payment of the Dividend. (2) To reflect the pro forma reduction in other operating expenses due to the termination of the Know-how Contract upon consummation of the Merger. See "Certain Relationships and Related Transactions -- Other Transactions." (3) To adjust depreciation and amortization expense based on the revaluation of Champion's depreciable assets and the increase in goodwill in connection with the allocated purchase price (see Note 13). The acquired assets are estimated to have an average remaining useful life of approximately 20 years based on the Company's assumption that Champion's hospital assets consist of 65% buildings and improvements and 35% equipment with the useful lives of such assets determined in accordance with Paracelsus' depreciation policy (35 years, 20 years and 10 years for buildings, improvements and equipment, respectively). Cost in excess of the fair market value of net assets acquired ("Goodwill") is amortized on a straight line basis over a 20 year period. (4) To record the pro forma decrease in amortization of deferred financing costs associated with the Champion Credit Facility, Champion Notes and certain other Champion indebtedness. Unaudited Pro Forma Condensed Combining Statements of Income assume that no value is assigned to such deferred financing costs in connection with the purchase price allocation. (5) To record interest expense on the pro forma increase of approximately $42,482,000 in the Existing Paracelsus Credit Facility to pay for various Merger related expenditures (See Note 10) and the pro forma issuance of the Shareholder Subordinated Note. The interest rates in effect under the Existing Paracelsus Credit Facility were 7.9% for the year ended September 30, 1995, 7.8% for the six months ended March 31, 1995, and 6.6% for the six months ended March 31, 1996. The Shareholder Subordinated Note will have an annual interest rate of 6.51%. The following table summarizes the pro forma change in interest expense.
FISCAL YEAR SIX MONTHS ENDED ENDED MARCH 31, SEPTEMBER 30, -------------------- 1995 1995 1996 (IN THOUSANDS) Merger related increase in Existing Paracelsus Credit Facility................................................. $ 3,356 $ 1,657 $ 1,402 Shareholder Subordinated Note............................. 468 234 234 ------------- --------- --------- Pro forma adjustment.................................. $ 3,824 $ 1,891 $ 1,636 ------------- --------- --------- ------------- --------- ---------
PF-6 NOTES TO PARACELSUS AND CHAMPION UNAUDITED PRO FORMA CONDENSED COMBINING FINANCIAL STATEMENTS (CONTINUED) (6) To reflect the pro forma provision for income taxes at the effective rate (41%) giving effect to the acquired operations and excluding the amortization of Goodwill, which is non-deductible for tax purposes.
FISCAL YEAR SIX MONTHS ENDED ENDED MARCH 31, SEPTEMBER 30, -------------------- 1995 1995 1996 (IN THOUSANDS) Pro forma adjustments to income before income taxes..... $ 7,915 $ 4,151 $ 3,553 Non-deductible Goodwill amortization.................... (3,193) (1,596) (1,596) ------------- --------- --------- 4,722 2,555 1,957 Effective tax rate...................................... 41% 41% 41% ------------- --------- --------- Pro forma adjustment.................................. $ 1,936 $ 1,048 $ 802 ------------- --------- --------- ------------- --------- ---------
(7) To eliminate the historical dividend requirements on the Champion Preferred Stock outstanding during the respective periods as a result of the conversion of each share of Champion Preferred Stock into two shares of Paracelsus Common Stock pursuant to the Merger. PF-7 NOTES TO PARACELSUS AND CHAMPION UNAUDITED PRO FORMA CONDENSED COMBINING FINANCIAL STATEMENTS (CONTINUED) (8) To adjust common and common equivalent shares used to calculate income (loss) per share. The pro forma adjustment reflects the following events related to the Merger for the fiscal year ended September 30, 1995 and the six months ended March 31, 1995 and 1996 as more specifically described below:
FISCAL YEAR SIX MONTHS ENDED ENDED MARCH 31, SEPTEMBER 30, -------------------- 1995 1995 1996 (IN THOUSANDS) Paracelsus Stock Split of each share of Paracelsus Common Stock outstanding prior to the Effective Time of the Merger into 66,159.426 shares of Paracelsus Common Stock.......................................... 29,772 29,772 29,772 Dilutive effect of shares of Champion Common Stock issued during the period in connection with (i) the exercise of Champion Options and Champion Warrants and (ii) the conversion of Champion Preferred Stock into Champion Common Stock in connection with Champion's 1995 recapitalization................................. 7,613 2,809 3,892 Dilutive effect of Champion Common Stock equivalents, based on the treasury stock method using the historical stock prices of Champion Common Stock...... 729 837 -- (a) Conversion of Champion Preferred Stock into two shares of Paracelsus Common Stock in the Merger.............. 5,211 9,920 5,216 Dilutive effect of Paracelsus Options to be outstanding upon consummation of the Merger, based on the treasury stock method using the historical stock prices of Champion Common Stock................................. 2,744 2,745 -- (a) ------------- --------- --------- Pro forma adjustment................................... 46,069 46,083 38,880 ------------- --------- --------- ------------- --------- ---------
------------------------------- (a) Not applicable due to anti-dilutive impact. (9) For purposes of computing the ratio of earnings to fixed charges, earnings include income before fixed charges, provision for Federal and state income taxes and minority interests. Fixed charges consist of interest expense, including amortization of financing costs and the interest component of capitalized leases and that portion of operating lease expense which management believes is representative of the interest component of rental expenses. For the six months ended March 31, 1995, Champion pro forma earnings were inadequate to cover fixed charges by $639,000. For the six months ended March 31, 1996, after giving effect to the Merger, combined pro forma earnings were inadequate to cover fixed charges by $9,375,000. PF-8 NOTES TO PARACELSUS AND CHAMPION UNAUDITED PRO FORMA CONDENSED COMBINING FINANCIAL STATEMENTS (CONTINUED) (10) To reflect the pro forma sources and uses of cash in connection with the Shareholder Subordinated Note and other Merger-related expenditures as of March 31, 1996, summarized as follows (in thousands):
PRO FORMA PRO FORMA ADJUSTMENT ADJUSTMENT TO CASH TO DEBT (IN THOUSANDS) Sources: Merger related increase in Existing Paracelsus Credit Facility..... $ 42,482 $ 42,482 Shareholder Subordinated Note...................................... 7,185 7,185 Repayment of Dr. Krukemeyer's promissory note due to Paracelsus.... 4,000 ----------- ----------- Pro forma adjustment -- total sources.......................... $ 53,667 $ 49,667 ----------- ----------- ----------- ----------- Uses: Estimated Merger expenses.......................................... $ 6,000 Bonuses to be paid to Champion officers upon consummation of the Merger............................................................ 3,054 Cash compensation paid in connection with the cancellation of the Phantom Equity Plan (as defined below)............................ 20,500 Estimated severance and relocation costs........................... 3,000 Paracelsus Dividend................................................ 21,113 ----------- Pro forma adjustment -- total uses............................. $ 53,667 ----------- -----------
(11) To record current deferred tax assets at the effective rate (41%) resulting from the following Merger-related events (in thousands): Compensation expense associated with the cancellation of the Phantom Equity Plan: Cash compensation............................................... $ 20,500 Grant of Value Options.......................................... 12,317 Estimated severance and relocation costs.......................... 3,000 Record vesting of Paracelsus employees in SERP (as defined below) upon consummation of the Merger.................................. 4,000 Compensation expense associated with Paracelsus Options granted to Paracelsus officers and directors................................ 3,833 --------- 43,650 Income tax benefit at the effective rate of 41%................... 41% --------- 17,896 Reversal of valuation allowance on Champion deferred tax assets... 750 --------- Pro forma adjustment............................................ $ 18,646 --------- ---------
PF-9 NOTES TO PARACELSUS AND CHAMPION UNAUDITED PRO FORMA CONDENSED COMBINING FINANCIAL STATEMENTS (CONTINUED) (12) To reflect the pro forma repayment of Dr. Krukemeyer's promissory note due to Paracelsus ($1,000,000 current, $3,000,000 long-term (see Note 10)). (13) To record the Merger using the purchase method of accounting, including the adjustment of Champion's balance sheet to reflect the estimated fair market value of its property and equipment, based on the per share market price of Champion Common Stock on April 12, 1995, the last trading day prior to the announcement of the Merger ($10.50), less a 25% discount to reflect the limited number of shares of Champion Common Stock that were freely tradable at the date of the Merger. The Merger Agreement does not specify the Champion Common Stock market price to be used in the calculation of the purchase price. The purchase price allocation reflected in the Unaudited Pro Forma Condensed Combining Balance Sheet is based upon the best information currently available without a final independent appraisal of Champion's facilities. For the purpose of allocating net acquisition costs among the Champion assets acquired, Paracelsus has tentatively allocated 35% of the excess acquisition cost over the carrying value of Champion's assets to property and equipment and 65% to Goodwill. It is the intention of Paracelsus and Champion to more fully evaluate the net assets acquired and, as a result, the allocation of acquisition cost may change. Paracelsus and Champion do not expect the final allocation of acquisition cost to be materially different from that assumed in the Unaudited Pro Forma Condensed Combining Balance Sheet. The following table summarizes the calculation of the preliminary purchase price allocation (in thousands, except market price data): Champion common and common equivalent shares outstanding (a)......... 21,856 Discounted per share price (b)....................................... $ 7.88 --------- Discounted market value of Champion Common Stock..................... $ 172,225 Less proceeds from options and warrants assumed exercised............ (24,983) --------- 147,242 Plus: Estimated Merger expenses................................. 6,000 Bonuses to be paid to Champion officers upon consummation of the Merger............................................ 3,054 Prior service cost of including certain Champion officers in SERP.................................................. 1,500 Market value of Paracelsus Options to be granted to Champion officers........................................ 5,478 --------- Total purchase price.................................... 163,274 Less: Champion stockholders' equity............................. $ (33,798) Champion Preferred Stock.................................. (46,078) Reversal of valuation allowance on Champion deferred tax assets (see Note 11)..................................... (750) Plus assets not acquired: Champion Goodwill......................................... 21,238 Champion deferred financing costs......................... 4,749 --------- Net assets acquired....................................... (54,639) --------- Acquisition cost in excess of net assets acquired....... $ 108,635 --------- --------- ALLOCATION OF ACQUISITION COSTS IN EXCESS OF NET ASSETS ACQUIRED: Acquisition costs in excess of net assets acquired allocated to property and equipment -- 35%....................................... $ 38,022 --------- --------- Acquisition costs in excess of net assets acquired allocated to Goodwill -- 65%..................................................... $ 70,613 Less: Champion Goodwill......................................... (21,238) Champion deferred financing costs......................... (4,749) --------- 44,626 Pro forma increase in deferred tax liability due to step up in property and equipment.............................................. 15,589 --------- Net pro forma adjustment to Goodwill................................. $ 60,215 --------- ---------
PF-10 NOTES TO PARACELSUS AND CHAMPION UNAUDITED PRO FORMA CONDENSED COMBINING FINANCIAL STATEMENTS (CONTINUED) - -------------------------- (a) Champion total common and common equivalent shares consist of the following components as of March 31, 1996: Shares of Champion Common Stock outstanding........................... 12,013 Conversion of Champion Preferred Stock (each share of Champion Preferred Stock into two shares of Paracelsus Common Stock in the Merger).............................................................. 5,216 Champion Options, Champion Warrants and subscription for Champion Common Stock Shares assumed exercised................................ 4,627 --------- Champion total common and common equivalent shares outstanding........ 21,856 --------- --------- (b) Per share discount of Champion Common Stock: Market price of Champion Common Stock on April 12, 1996, the last trading date prior to the announcement of the Merger................. $ 10.50 Estimated discounted value due to limited liquidity of Champion Common Stock................................................................ 75% --------- Discounted per share price.......................................... $ 7.88 --------- ---------
(14) To record a pro forma increase in current liabilities of approximately $4,000,000 in connection with the vesting of Paracelsus employees in the SERP and a pro forma increase in long-term liabilities of approximately $1,500,000 as a result of the inclusion of the certain Champion officers in the SERP. (15) To reflect the pro forma payment of the Dividend in the amount of $21,113,000. (16) To reflect the pro forma reduction in shareholders' equity for the following Merger-related events (in thousands): Cash compensation paid in connection with the cancellation of the Phantom Equity Plan (see Note 10)................................ $ 20,500 Record vesting of Paracelsus employees in SERP upon consummation of the Merger (see Note 14)...................................... 4,000 Estimated severance and relocation costs (see Note 10)............ 3,000 --------- Total......................................................... 27,500 --------- Less income tax effect: Income tax benefit at the effective rate of 41%................. 11,275 Grant of Value Options upon cancellation of Phantom Equity Plan........................................................... 5,050 Options granted to Paracelsus officers.......................... 1,571 --------- Net income tax effect......................................... 17,896 --------- Pro forma adjustment to shareholders' equity.................... $ 9,604 --------- ---------
The Unaudited Pro Forma Condensed Combining Statements of Income for the fiscal year ended September 30, 1995 and the six months ended March 31, 1995 and 1996, exclude the effects of the following charges resulting from the Merger (in thousands): Total charges excluded from the Unaudited Pro Forma Condensed Combining Statements of Income (see Note 11).................... $ 43,650 Income tax benefit at the effective rate of 41%.................. (17,896) --------- Net reduction to income (loss) applicable to common stock........ $ 25,754 --------- ---------
PF-11 NOTES TO PARACELSUS AND CHAMPION UNAUDITED PRO FORMA CONDENSED COMBINING FINANCIAL STATEMENTS (CONTINUED) Loss per share would have been the following if the impact of such charges were reflected on the Unaudited Pro Forma Condensed Combining Statements of Income:
SIX MONTHS ENDED MARCH 31, FISCAL YEAR ENDED -------------------- SEPTEMBER 30, 1995 1995 1996 Loss per share.............................. $ (0.39) $ (0.41) $ (0.69) ------ --------- --------- ------ --------- ---------
PF-12 PARACELSUS UNAUDITED PRO FORMA CONDENSED COMBINING FINANCIAL STATEMENTS The following tables present the Paracelsus Unaudited Pro Forma Condensed Combining Balance Sheet as of March 31, 1996, and the Paracelsus Unaudited Pro Forma Condensed Combining Statements of Income for the six months ended March 31, 1996 and 1995 and the fiscal year ended September 30, 1995, to reflect the effect of the acquisition by Paracelsus of the Columbia Hospitals (Pioneer, a 139-bed hospital in West Valley City, Utah, Davis, a 120-bed hospital in Layton, Utah, and Santa Rosa, a 129-bed hospital in Milton, Florida) on May 17, 1996, the sale by Paracelsus of Womans Hospital, a 111-bed hospital in Jackson, Mississippi on September 30, 1995 and the closure of the Closed Facility, Bellwood Health Center, a psychiatric facility in Bellwood, California, on April 24, 1995. The Paracelsus Unaudited Pro Forma Condensed Combining Balance Sheet assumes that the acquisition of the Columbia Hospitals occurred on March 31, 1996, and the Paracelsus Unaudited Pro Forma Combining Statements of Income assume that the acquisition of the Columbia Hospitals occurred at the beginning of each period and the sale of Womans Hospital and the closure of the Closed Facility occurred on October 1, 1994. Paracelsus acquired the Columbia Hospitals from Columbia for consideration consisting of $38,500,000 in cash and the exchange of the Exchanged Hospitals (Peninsula, a 119-bed hospital in Ormond Beach, Florida, Elmwood, a 135-bed hospital in Jefferson, Louisiana, and Halstead, a 190-bed hospital in Halstead, Kansas). The acquisition was accounted for as a purchase transaction. Paracelsus financed the cash portion of the acquisition of the Columbia Hospitals from borrowings under the Existing Paracelsus Credit Facility. Paracelsus also engaged in the Real Property Purchase and Sale Transaction whereby it purchased the real property of Elmwood and Halstead from a REIT, exchanged the Elmwood and Halstead real properties with Columbia for Pioneer's real property, and sold Pioneer's real property to the REIT. Paracelsus sold Womans Hospital to the facility's lessee for $17,800,000 in cash, which resulted in a gain of $9,189,000. In August of 1994, Paracelsus had divested the operations of Womans Hospital and entered into an operating lease agreement with the lessee, which granted the lessee the option to purchase the facility at an amount defined in the lease agreement. In connection with the closure of the Closed Facility, Paracelsus recorded a restructuring charge of $973,000 for employee severance benefits and contract termination costs. The Paracelsus Unaudited Pro Forma Condensed Combining Financial Statements do not purport to present the financial position or results of operations of Paracelsus had the acquisitions occurred on the dates specified, nor are they necessarily indicative of the results of operations that may be expected in the future. The Paracelsus Unaudited Pro Forma Condensed Combining Financial Statements following are qualified in their entirety by reference to, and should be read in conjunction with, the historical consolidated financial statements of Paracelsus and the historical combined financial statements of the Columbia Hospitals included elsewhere herein. PF-13 PARACELSUS UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENT OF INCOME FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1995 (IN THOUSANDS, EXCEPT RATIO DATA)
BELLWOOD WOMANS HEALTH HOSPITAL CENTER (OCTOBER 1, (OCTOBER 1, 1994 TO 1994 TO PARACELSUS COLUMBIA SEPTEMBER APRIL 24, PRO FORMA PARACELSUS HISTORICAL HOSPITALS 30, 1995) 1995) ADJUSTMENTS PRO FORMA Total operating revenues......................... $509,729 $105,307 $(11,003) $(5,706) $(96,694)(1) $501,633 Costs and expenses: Salaries and benefits.......................... 209,672 39,088 -- (1,731) (40,994)(1) 206,035 Supplies....................................... 40,780 14,680 -- (5) (10,639)(1) 44,816 Purchased services............................. 58,113 10,158 -- (594) (8,375)(1) 59,302 Provision for bad debts........................ 39,277 7,515 -- (843) (4,895)(1) 41,054 Other operating expenses....................... 99,777 17,776 (265) (4,208) (20,252)(2) 92,828 Depreciation and amortization.................. 17,276 5,570 (622) (183) (4,874)(3) 17,167 Interest....................................... 15,746 3,280 -- (228) (1,557)(4) 17,241 Restructuring and unusual charges.............. 5,150 -- -- (973) 4,177 ---------- --------- ------------ ----------- ------------ --------- Total costs and expenses......................... 485,791 98,067 (887) (8,765) (91,586) 482,620 ---------- --------- ------------ ----------- ------------ --------- Income before minority interests and income taxes........................................... 23,938 7,240 (10,116) 3,059 (5,108) 19,013 Minority interests............................... (1,927) -- -- -- (1,927) ---------- --------- ------------ ----------- ------------ --------- Income (loss) before income taxes................ 22,011 7,240 (10,116) 3,059 (5,108) 17,086 Income taxes (benefit)........................... 9,024 2,869 (4,148) 1,254 (1,994)(5) 7,005 ---------- --------- ------------ ----------- ------------ --------- Net income (loss)................................ $ 12,987 $ 4,371 $ (5,968) $ 1,805 $ (3,114) $ 10,081 ---------- --------- ------------ ----------- ------------ --------- ---------- --------- ------------ ----------- ------------ --------- Ratio of earnings to fixed charges (9)..................................... 2.1x 1.8x
See notes to Paracelsus unaudited pro forma condensed combining financial statements. PF-14 PARACELSUS UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENT OF INCOME FOR THE SIX MONTHS ENDED MARCH 31, 1995 (IN THOUSANDS, EXCEPT RATIO DATA)
PARACELSUS COLUMBIA WOMANS BELLWOOD PRO FORMA PARACELSUS HISTORICAL HOSPITALS HOSPITAL HEALTH CENTER ADJUSTMENTS PRO FORMA Total operating revenues......... $ 252,356 $ 52,136 $ (922) $ (5,389) $ (47,850)(1) $ 250,331 Costs and expenses: Salaries and benefits.......... 108,575 18,674 (1,731) (19,479)(1) 106,039 Supplies....................... 21,432 7,093 (5) (6,438)(1) 22,082 Purchased services............. 28,118 4,701 (594) (4,723)(1) 27,502 Provision for bad debts........ 19,283 3,116 (843) (2,495)(1) 19,061 Other operating expenses....... 46,730 7,215 (121) (2,261) (6,767)(2) 44,796 Depreciation and amortization.................. 8,734 3,165 (309) (129) (2,796)(3) 8,665 Interest....................... 7,652 1,832 (114) (1,110)(4) 8,260 ----------- ----------- ----------- ------------- ------------- ----------- Total costs and expenses......... 240,524 45,796 (430) (5,677) (43,808) 236,405 ----------- ----------- ----------- ------------- ------------- ----------- Income (loss) before minority interests and income taxes...... 11,832 6,340 (492) 288 (4,042) 13,926 Minority interests............... (1,204) -- -- -- -- (1,204) ----------- ----------- ----------- ------------- ------------- ----------- Income (loss) before income taxes........................... 10,628 6,340 (492) 288 (4,042) 12,722 Income taxes (benefit)........... 4,357 2,599 (202) (118) (1,657)(5) 5,215 ----------- ----------- ----------- ------------- ------------- ----------- Net income (loss)................ $ 6,271 $ 3,741 $ (290) $ 170 $ (2,385) $ 7,507 ----------- ----------- ----------- ------------- ------------- ----------- ----------- ----------- ----------- ------------- ------------- ----------- Ratio of earnings to fixed charges (9)..................... 2.1x 2.2x ----------- ----------- ----------- -----------
See notes to Paracelsus unaudited pro forma condensed combining financial statements. PF-15 PARACELSUS UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENT OF INCOME FOR THE SIX MONTHS ENDED MARCH 31, 1996 (IN THOUSANDS, EXCEPT RATIO DATA)
PARACELSUS COLUMBIA PRO FORMA PARACELSUS HISTORICAL HOSPITALS ADJUSTMENTS PRO FORMA Total operating revenues................................... $ 260,590 $ 54,999 $ (49,963)(1) $ 265,626 Costs and expenses: Salaries and benefits.................................... 113,162 21,096 (22,271)(1) 111,987 Supplies................................................. 19,363 7,769 (5,528)(1) 21,604 Purchased services....................................... 34,174 5,301 (5,689)(1) 33,786 Provision for bad debts.................................. 20,191 3,264 (2,468)(1) 20,987 Other operating expenses................................. 46,906 12,849 (13,362)(2) 46,393 Depreciation and amortization............................ 7,972 3,134 (2,831)(3) 8,275 Interest................................................. 7,685 1,377 (199)(4) 8,863 Settlement costs......................................... 22,356 -- 22,356 ----------- --------- -------------- ----------- Total costs and expenses................................... 271,809 54,790 (52,348) 274,251 ----------- --------- -------------- ----------- Income (loss) before minority interests and income taxes... (11,219) 209 2,385 (8,625) Minority interests......................................... (1,072) -- (1,072) ----------- --------- -------------- ----------- Income (loss) before income taxes.......................... (12,291) 209 2,385 (9,697) Income taxes (benefit)..................................... (5,040) 86 978(5) (3,976) ----------- --------- -------------- ----------- Net income (loss).......................................... $ (7,251) $ 123 $ 1,407 $ (5,721) ----------- --------- -------------- ----------- ----------- --------- -------------- ----------- Ratio of earnings to fixed charges (9)..................... -- --
See notes to Paracelsus unaudited pro forma condensed combining financial statements. PF-16 PARACELSUS UNAUDITED PRO FORMA CONDENSED COMBINING BALANCE SHEET MARCH 31, 1996 (IN THOUSANDS)
PARACELSUS COLUMBIA PRO FORMA PARACELSUS HISTORICAL HOSPITALS ADJUSTMENTS PRO FORMA ASSETS Current assets: Cash and cash equivalents.............................. $ 3,149 $ 206 $ (206)(6) $ 3,149 Marketable securities.................................. 10,051 -- 10,051 Accounts receivable, less allowance for uncollectibles........................................ 100,121 15,664 (15,770)(6)(7) 100,015 Supplies............................................... 10,634 2,019 (3,001)(6)(7) 9,652 Deferred income taxes.................................. 26,463 -- 26,463 Other current assets................................... 4,798 1,040 (920)(6)(7) 4,918 ----------- --------- -------- ----------- Total current assets................................. 155,216 18,929 (19,897) 154,248 Property and equipment, net of accumulated depreciation and amortization........................................ 165,729 47,561 (17,481)(8) 195,809 Other assets............................................. 47,271 12,781 (2,198)(6)(8) 57,854 ----------- --------- -------- ----------- Total assets......................................... $ 368,216 $ 79,271 $ (39,576) $ 407,911 ----------- --------- -------- ----------- ----------- --------- -------- ----------- LIABILITIES AND SHAREHOLDER'S EQUITY Current liabilities: Accounts payable and other current liabilities......... $ 76,615 $ 8,750 $ (7,954)(6)(7) $ 77,411 Current maturities of long-term debt and capital lease obligations........................................... 5,186 -- (4,728)(4) 458 ----------- --------- -------- ----------- Total current liabilities............................ 81,801 8,750 (12,682) 77,869 Long-term debt and capital lease obligations, less current maturities...................................... 139,475 -- 43,627(4) 183,102 Deferred income taxes.................................... 24,607 -- 24,607 Other long-term liabilities.............................. 25,968 36,324 (36,324)(6) 25,968 Shareholder's equity..................................... 96,365 34,197 (34,197)(6) 96,365 ----------- --------- -------- ----------- Total liabilities and shareholder's equity........... $ 368,216 $ 79,271 $ (39,576) $ 407,911 ----------- --------- -------- ----------- ----------- --------- -------- -----------
See notes to Paracelsus unaudited pro forma condensed combining financial statements. PF-17 NOTES TO PARACELSUS UNAUDITED PRO FORMA CONDENSED COMBINING FINANCIAL STATEMENTS (1) To remove the historical operating results of the Exchanged Hospitals. (2) To adjust other operating expenses for the exchange of the Exchanged Hospitals, the acquisition, sale and leaseback of the Pioneer real property, and the net change in allocated corporate overhead. Other operating expenses are estimated to decrease on a pro forma basis as follows (in thousands):
SIX MONTHS ENDED MARCH 31, FISCAL YEAR ENDED --------------------- SEPTEMBER 30, 1995 1995 1996 Operating expenses related to Paracelsus Hospitals..... $ (21,518) $ (9,609) $ (10,454) Payments under operating lease arrangement to REIT..... 7,051 3,555 3,526 Decrease in Columbia Hospitals allocated corporate overhead.............................................. (5,785) (713) (6,434) -------- --------- ---------- Pro forma adjustment................................. $ (20,252) $ (6,767) $ (13,362) -------- --------- ---------- -------- --------- ----------
Paracelsus assumed there would be no incremental increase in corporate overhead as a result of the acquisition of the Columbia Hospitals and the related disposition of the Exchanged Hospitals because the overall corporate overhead after the transaction is expected to be the same as it was before the transactions. (3) To adjust depreciation and amortization based on the revaluation of the acquired depreciable assets to fair value and the increase in Goodwill in connection with the purchase price allocation (see Note 8). The acquired assets are estimated to have an average useful life of approximately 18 years based on an allocation of the appraised values of the assets acquired and the useful lives of such assets in accordance with Paracelsus' depreciation policy (35 years, 20 years and 10 years for buildings, improvements, and equipment, respectively). The Goodwill is being amortized over a 20 year period. Depreciation and amortization are estimated to decrease on a pro forma basis, as follows (in thousands):
SIX MONTHS ENDED MARCH 31, FISCAL YEAR ENDED -------------------- SEPTEMBER 30, 1995 1995 1996 Depreciation expense related to the Exchanged Hospitals............................................... $ (3,381) $ (1,626) $ (1,693) Excess historical depreciation and amortization expense for the Columbia Hospitals acquired over the depreciation and amortization of the fair value of the Columbia Hospitals' assets acquired..................... (1,579) (1,170) (1,138) Adjustment for Bellwood Health Center corporate allocation.............................................. 86 -- -- ------- --------- --------- Pro forma adjustment................................... $ (4,874) $ (2,796) $ (2,831) ------- --------- --------- ------- --------- ---------
The net decrease in historical cost depreciation and amortization for each of the periods presented resulted from the acquisition, sale and leaseback of the Pioneer real property (See Note 2). (4) To record the pro forma increase in the Paracelsus Existing Credit Facility and related interest expense as a result of the acquisition of the Columbia Hospitals, net of the effect of the sale of Womans Hospital (year ended September 30, 1995 only). The acquisition of the Columbia Hospitals assumes an increase in the principal amount outstanding under the Paracelsus Existing Credit Facility by $43,627,000. Such amount is comprised of $38,500,000 in cash consideration, $1,626,000 for payment of closing costs, $4,728,000 to refinance current maturities of long-term PF-18 NOTES TO PARACELSUS UNAUDITED PRO FORMA CONDENSED COMBINING FINANCIAL STATEMENTS (CONTINUED) debt of the Paracelsus Hospitals not assumed by Columbia, offset in part by a payment from Columbia of $1,764,000 for a net working capital deficit assumed by Paracelsus, net of a $537,000 payment for a note receivable acquired (included in Other assets). The average interest rates in effect under the Paracelsus Existing Credit Facility were 7.90% for the fiscal year ended September 30, 1995, and 7.80% and 6.60% for the six months ended March 31, 1995 and 1996, respectively. Interest expense on a pro forma basis decreased, as follows (in thousands):
SIX MONTHS ENDED MARCH 31, FISCAL YEAR ENDED -------------------- SEPTEMBER 30, 1995 1995 1996 Increase in interest expense to finance the acquisition of the Columbia Hospitals............................... $ 3,447 $ 1,701 $ 1,440 Interest expense on the Columbia Hospitals debt not assumed by Paracelsus................................... (3,280) (1,832) (1,377) Interest expense on the Exchanged Hospitals debt assumed by Columbia............................................. (546) (399) (262) Adjustment for Bellwood Health Center corporate allocation.............................................. 228 114 Reduction in interest expense assuming the proceeds from the sale of Womans Hospital were applied to reduce Paracelsus' credit facility............................. (1,406) (694) ------- --------- --------- Pro forma adjustment................................... $ (1,557) $ (1,110) $ (199) ------- --------- --------- ------- --------- ---------
(5) To reflect the pro forma provision for income taxes at the statutory rate (41%) giving effect to the hospitals acquired and divested. (6) To remove the assets not acquired, liabilities not assumed and the shareholder's equity of the Columbia Hospitals acquired. (7) To remove the assets and liabilities of the Exchanged Hospitals as partial consideration for the Columbia Hospitals acquired. (8) To record the acquisition of the Columbia Hospitals using the purchase method of accounting, including adjustment of the balance sheet of the Columbia Hospitals acquired to reflect the transfer of assets of the Exchanged Hospitals and the allocation of the estimated fair values of property and equipment acquired in excess of the carrying values. The purchase price allocation PF-19 NOTES TO PARACELSUS UNAUDITED PRO FORMA CONDENSED COMBINING FINANCIAL STATEMENTS (CONTINUED) reflected in the Unaudited Pro Forma Condensed Combined Balance Sheet is based upon an independent appraisal. The following table summarizes the calculation of the purchase price allocation (in thousands): Total cash consideration, including estimated closings costs (See Note 4)............................................................. $ 40,126 Fair value of the Exchanged Hospitals transferred to Columbia........ 31,761 --------- Total estimated purchase price..................................... 71,887 Columbia's basis in property and equipment transferred to Paracelsus.......................................................... (47,561) --------- Excess purchase price.............................................. 24,326 Purchase price allocated to Goodwill................................. (13,069) --------- Purchase price allocated to property and equipment................. 11,257 Basis of the Exchanged Hospitals transferred to Columbia............. (28,738) --------- Net pro forma adjustment......................................... $ (17,481) --------- --------- Purchase price allocated to Goodwill................................. $ 13,069 Less: Basis in Goodwill of the Exchanged Hospitals................... (3,023) Columbia Hospitals long-term net assets not acquired............ (12,244) --------- Net pro forma adjustment......................................... $ (2,198) --------- ---------
The Real Property Purchase and Sale Transaction was accounted for as an exchange of assets between Paracelsus, Columbia and the REIT which had no effect on the Paracelsus Unaudited Pro Forma Condensed Combining Balance Sheet. (9) Earning were insufficient to cover fixed charges by $11,219,000 and $8,625,000 on a historical and pro forma basis, respectively. PF-20 CHAMPION UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENTS OF INCOME AND UNAUDITED HISTORICAL CONDENSED BALANCE SHEET The following tables present the Unaudited Pro Forma Condensed Combining Statements of Income for the year ended December 31, 1995 and the six months ended March 31, 1995 and 1996, to illustrate the effect of Champion's acquisition of Jordan Valley, a 50-bed hospital in West Jordan, Utah, on March 1, 1996, the acquisition of SLRMC, a 200-bed hospital in Salt Lake City, Utah, on April 13, 1995, the formation of DHHS, the partnership between the wholly owned subsidiary of Champion that owned Heartland Medical Center ("Heartland"), a 142-bed general acute care hospital in Fargo, North Dakota, and Dakota Hospital ("Dakota"), a not-for-profit corporation that owned a 199-bed general acute care hospital also in Fargo, North Dakota, effective December 31, 1994 and the AmeriHealth Merger on December 6, 1994. The Unaudited Pro Forma Condensed Combining Statements of Income assume the acquisition of Jordan Valley occurred at the beginning of each period. The Unaudited Pro Forma Condensed Combining Statements of Income for the year ended December 31, 1995 and the six months ended March 31, 1995 assume the acquisition of SLRMC occurred on January 1, 1995 and October 1, 1994, respectively. The Unaudited Pro Forma Condensed Combining Statement of Income for the six months ended March 31, 1995 assumes the formation of DHHS and the AmeriHealth Merger occurred October 1, 1994. The Unaudited Historical Condensed Balance Sheet is presented for informational purposes only. Jordan Valley is a 50-bed acute care hospital located in West Jordan, Utah, a suburb of Salt Lake City. Jordan Valley was acquired from Columbia in exchange for Autauga, an 85-bed acute care hospital and a 72-bed skilled nursing facility, both in Prattville, Alabama, plus preliminary cash consideration paid to Columbia of approximately $10,750,000. Cash consideration included approximately $3,750,000 for certain net working capital components, which are subject to adjustment and final settlement by the parties, and reimbursement of certain capital expenditures made previously by Columbia. The acquisition was accounted for as a purchase transaction with operations reflected in the consolidated financial statements beginning March 1, 1996. SLRMC is comprised of a 200-bed tertiary care hospital and five clinics and is located in Salt Lake City, Utah. SLRMC was acquired from Columbia for total consideration of approximately $61,042,000, which consisted of approximately $56,816,000 in cash and a note payable due to Columbia of approximately $1,767,000, as well as the assumption of approximately $2,459,000 in capital lease obligations. Cash consideration included approximately $11,783,000 for certain working capital components, resulting in a net purchase price of approximately $49,259,000. Champion funded the asset purchase from available cash and approximately $30,000,000 in borrowings under its then outstanding credit facility, which Champion subsequently repaid from the proceeds from the issuance of the Champion Series E Notes. The acquisition was accounted for as a purchase transaction with operations reflected in the consolidated financial statements beginning April 14, 1995. On December 6, 1994, Champion's predecessor merged with AmeriHealth. The AmeriHealth Merger was accounted for as a recapitalization of Champion with Champion as the acquiror (a reverse acquisition). The common shareholders of AmeriHealth received one share of Champion common stock for every 5.70358 shares of common stock of AmeriHealth and a cash distribution of $0.085 per AmeriHealth common share. The common shareholders of Champion's predecessor received one share of Champion Common Stock for each predecessor share of common stock outstanding prior to the AmeriHealth Merger. The preferred shareholders of Champion's predecessor received one share of Champion preferred stock for each predecessor share of preferred stock outstanding prior to the AmeriHealth Merger. Additionally, Champion assumed approximately $17,700,000 in debt, resulting in a net purchase price of approximately $38,876,000. The AmeriHealth Merger was accounted for as a purchase transaction. AmeriHealth owned and managed two acute care hospitals with a combined total of 265 licensed beds: Metropolitan Hospital in Richmond, Virginia with 180 beds and Autauga Medical Center in Prattville, Alabama with 85 beds. AmeriHealth also owned a 72 bed skilled nursing facility, Autauga Health Care Center in Prattville, Alabama. PF-21 In connection with the formation of DHHS, Champion and Dakota contributed their respective hospitals both debt and lien free (except for capitalized leases), and Champion contributed an additional $20,000,000 in cash, each in exchange for 50% ownership in DHHS. In addition, each partner contributed $2,000,000 in cash to the working capital of DHHS. A $20,000,000 special distribution was made to Dakota after capitalization of DHHS in accordance with the terms of the partnership agreement. The ownership interest acquired by each partner was based on the value of the assets contributed to DHHS. Also on December 21, 1994, Champion entered into an operating agreement with DHHS and Dakota to manage the combined operations of the two hospitals. Under the terms of the partnership agreement, Champion is obligated to advance funds to DHHS to cover any and all operating deficits of DHHS. Champion will receive 55% of the net income and distributable cash flow ("DCF") of DHHS until such time as it has recovered on a cumulative basis an additional $10,000,000 of DCF in the form of an "excess" distribution. Champion accounts for its investment in DHHS under the equity method. These Unaudited Pro Forma Condensed Combining Statements of Income do not purport to present the financial position or results of operations of Champion had the acquisitions occurred on the dates specified, nor are they necessarily indicative of the results of operations that may be expected in the future. The Unaudited Pro Forma Condensed Combining Statements of Income following are qualified in their entirety by reference to, and should be read in conjunction with, the historical consolidated financial statements of Champion included elsewhere herein. PF-22 CHAMPION UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1995 (IN THOUSANDS, EXCEPT PER SHARE DATA)
CHAMPION JORDAN SLRMC (3 HISTORICAL VALLEY MONTHS AND PRO FORMA CHAMPION (1) HOSPITAL 13 DAYS) ADJUSTMENTS PRO FORMA Operating revenue.......................... $ 167,520 $ 20,973 $ 22,438 $ (15,298)(2)(3) $ 195,633 Costs and expenses: Salaries and benefits.................... 72,188 8,000 8,090 (6,238)(2) 82,040 Supplies................................. 21,113 2,751 4,012 (1,864)(2) 26,012 Purchased services....................... 23,595 2,570 2,296 (1,773)(2) 26,688 Provision for bad debts.................. 12,016 1,929 1,527 (910)(2) 14,562 Other operating expenses................. 20,999 3,531 3,611 (2,658)(2)(4) 25,483 Depreciation and amortization............ 9,290 1,128 1,372 (1,446)(2)(5) 10,344 Interest................................. 13,618 -- 45 2,075(6) 15,738 Equity in earnings of DHHS............... (8,881) -- -- (8,881) ------------ --------- ----------- -------- ----------- Total costs and expenses............... 163,938 19,909 20,953 (12,814) 191,986 ------------ --------- ----------- -------- ----------- Income before income taxes............. 3,582 1,064 1,485 (2,484) 3,647 Income taxes........................... 150 394 557 (824)(7) 277 ------------ --------- ----------- -------- ----------- Net income............................. 3,432 670 928 (1,660) 3,370 Preferred dividends accrued................ (11,331) -- -- (11,331) ------------ --------- ----------- -------- ----------- Loss applicable to Common Stock........ $ (7,899) $ 670 $ 928 $ (1,660) $ (7,961) ------------ --------- ----------- -------- ----------- ------------ --------- ----------- -------- ----------- Loss per share......................... $ (1.86) $ (1.87) ------------ ----------- ------------ ----------- Weighted average number of shares of Common Stock and equivalents outstanding......... 4,255 4,255 ------------ ----------- ------------ ----------- Ratio of Earnings to Fixed Charges......... 1.2x 1.2x ------------ ----------- ------------ -----------
See notes to Champion unaudited pro forma condensed combining statements of income. PF-23 CHAMPION UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENT OF INCOME FOR THE SIX MONTHS ENDED MARCH 31, 1995 (IN THOUSANDS, EXCEPT PER SHARE DATA)
PRO FORMA PRO FORMA 1994 FOR THE ACQUISITION 1994 JORDAN CHAMPION AMERIHEALTH AND INVESTMENT ACQUISITION VALLEY PRO FORMA HISTORICAL (1) (2 MONTHS) ADJUSTMENTS AND INVESTMENT HOSPITAL SLRMC ADJUSTMENTS Total operating revenues........... $ 61,623 $ 4,683 $ (10,497)(8)(9) $ 55,809 $ 11,035 $ 37,144 $ (6,879)(2)(3) Cost and expenses: Salaries and benefits......... 26,951 3,662 (3,962)(9) 26,651 4,149 14,261 (2,893)(2) Supplies.......... 6,818 1,071 (1,304)(9) 6,585 1,300 6,895 (1,077)(2) Purchase services......... 8,804 1,195 (2,871)(9)(10) 7,128 1,006 5,030 (1,051)(2) Provision for bad debts............ 5,183 1,713 (529)(9) 6,367 1,263 1,979 (1,666)(2) Other operating expenses......... 8,886 894 (1,335)(9) 8,445 884 4,323 (829)(2) Depreciation and amortization..... 3,023 366 (197)(9)(11) 3,192 718 2,402 (1,899)(2)(5) Interest.......... 4,204 331 (145)(9)(12) 4,390 307 2,251(6) Equity in earnings of DHHS.......... (1,478) (885)(9)(13) (2,363) ------------- ------------- --------------- --------------- ----------- ----------- ------- Total costs and expenses....... 62,391 9,232 (11,228) 60,395 9,320 35,197 (7,164) ------------- ------------- --------------- --------------- ----------- ----------- ------- Income (loss) before income taxes.......... (768) (4,549) 731 (4,586) 1,715 1,947 285 Income taxes (benefit)...... 70 (274) 274(7) 70 635 731 (1,366)(7) ------------- ------------- --------------- --------------- ----------- ----------- ------- Net income (loss)......... (838) (4,275) 457 (4,656) 1,080 1,216 1,651 Preferred dividends accrued............ (2,727) (2,727) ------------- ------------- --------------- --------------- ----------- ----------- ------- Income (loss) applicable to common stock... $ (3,565) $ (4,275) $ 457 $ (7,383) $ 1,080 $ 1,216 $ 1,651 ------------- ------------- --------------- --------------- ----------- ----------- ------- ------------- ------------- --------------- --------------- ----------- ----------- ------- Loss per share.. $ (1.10) $ (0.25) $ (1.74) ------------- ------------- --------------- ------------- ------------- --------------- Weighted average number of common and common equivalent shares outstanding........ 3,244 16,924 (15,924)(14) 4,244 ------------- ------------- --------------- --------------- ------------- ------------- --------------- --------------- Ratio of earnings to fixed charges (15)............... -- ------------- ------------- CHAMPION PRO FORMA Total operating revenues........... $ 97,109 Cost and expenses: Salaries and benefits......... 42,168 Supplies.......... 13,703 Purchase services......... 12,113 Provision for bad debts............ 7,943 Other operating expenses......... 12,823 Depreciation and amortization..... 4,413 Interest.......... 6,948 Equity in earnings of DHHS.......... (2,363) ----------- Total costs and expenses....... 97,748 ----------- Income (loss) before income taxes.......... (639) Income taxes (benefit)...... 70 ----------- Net income (loss)......... (709) Preferred dividends accrued............ (2,727) ----------- Income (loss) applicable to common stock... $ (3,436) ----------- ----------- Loss per share.. $ (0.81) ----------- ----------- Weighted average number of common and common equivalent shares outstanding........ 4,244 ----------- ----------- Ratio of earnings to fixed charges (15)............... -- ----------- -----------
See notes to Champion unaudited pro forma condensed combining statements of income. PF-24 CHAMPION UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENT OF INCOME FOR THE SIX MONTHS ENDED MARCH 31, 1996 (IN THOUSANDS, EXCEPT PER SHARE DATA)
JORDAN CHAMPION VALLEY PRO FORMA CHAMPION HISTORICAL(1) HOSPITAL ADJUSTMENTS PRO FORMA Operating revenue........................................ $ 100,366 $ 8,830 $ (6,107)(2) $ 103,089 Cost and expenses: Salaries and benefits.................................. 43,296 3,472 (2,828)(2) 43,940 Supplies............................................... 12,730 1,174 (791)(2) 13,113 Purchased services..................................... 13,079 1,288 (610)(2) 13,757 Provision for bad debts................................ 6,701 362 (205)(2) 6,858 Other operating expenses............................... 12,560 2,380 (1,805)(2)(4) 13,135 Depreciation and amortization.......................... 6,335 303 267 (2)(5 6,905 Interest............................................... 8,799 -- 388(6) 9,187 Equity in earnings of DHHS............................. (6,609) -- (6,609) ------------ --------- -------- ----------- Total costs and expenses............................. 96,891 8,979 (5,584)(2) 100,286 ------------ --------- -------- ----------- Income (loss) before income taxes.................... 3,475 (149) (523) 2,803 Income taxes (benefit)............................... 447 (55) 645(7) 1,037 ------------ --------- -------- ----------- Net income (loss).................................... 3,028 (94) (1,168) 1,766 Preferred dividends accrued.............................. (6,899) -- (6,899) ------------ --------- -------- ----------- Loss applicable to Common Stock...................... $ (3,871) $ (94) $ (1,168) $ (5,133) ------------ --------- -------- ----------- ------------ --------- -------- ----------- Loss per share....................................... $ (0.48) $ (0.63) ------------ ----------- ------------ ----------- Weighted average number of shares of Common Stock and equivalents outstanding................................. 8,121 8,121 ------------ ----------- ------------ ----------- Ratio of earnings to fixed charges....................... 1.4x 1.3x ------------ ----------- ------------ -----------
See notes to Champion unaudited pro forma condensed combining statements of income. PF-25 CHAMPION UNAUDITED HISTORICAL CONDENSED BALANCE SHEET MARCH 31, 1996 (IN THOUSANDS)
ASSETS Current assets: Cash and cash equivalents...................................................... $ 5,670 Accounts receivable, less allowance for uncollectibles......................... 36,407 Supplies....................................................................... 3,872 Deferred income taxes.......................................................... 2,521 Other current assets........................................................... 3,769 --------- Total current assets......................................................... 52,239 Property and equipment, net of accumulated depreciation and amortization......... 166,997 Investment in DHHS............................................................... 52,118 Other assets..................................................................... 36,668 --------- Total assets................................................................. $ 308,022 --------- --------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and other current liabilities................................. $ 33,655 Current maturities of long-term debt and capital lease obligations............. 2,834 --------- Total current liabilities.................................................... 36,469 Long-term debt and capital lease obligations..................................... 181,212 Deferred income taxes............................................................ 7,394 Other long-term liabilities...................................................... 3,051 Redeemable preferred stock....................................................... 46,078 Stockholders' equity............................................................. 33,798 --------- Total liabilities and stockholders' equity................................... $ 308,022 --------- ---------
See notes to Champion unaudited pro forma condensed combining statements of income. There are no pro forma adjustments to the Champion unaudited condensed balance sheet. PF-26 NOTES TO CHAMPION UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENTS OF INCOME (1) Summarized from Champion's historical financial statements. (2) To remove the historical operating results of Autauga. (3) To reflect a decrease in interest earnings for the pro forma decrease in cash. This adjustment assumes that approximately $26,248,000 of SLRMC acquisition costs were paid from available cash at January 1, 1995. Interest earnings are computed at 3.35% for the six months ended March 31, 1995 and 5.63% for the period January 1, 1995 through April 13, 1995. Such percentages represent Champion's average investment rate for the period. (4) To record a pro forma decrease of approximately $1,091,000 and $1,255,000 in management fees charged to Jordan Valley by Columbia for the year ended December 31, 1995, and the six months ended March 31, 1996, respectively. Champion does not believe that overhead and other costs allocable to the facility will be materially different from costs incurred historically by Champion with respect to its management of Autauga. (5) To adjust depreciation expense for the step up in basis for the depreciable assets of Jordan Valley and SLRMC. The allocation with respect to SLRMC was based on an independent appraisal obtained by Champion and resulted in a pro forma decrease in depreciation expense of approximately $665,000 for the year ended December 31, 1995 and $1,003,000 for the six months ended March 31, 1995. With respect to Jordan Valley, the acquired assets are estimated to have an average remaining useful life of approximately 17 years based on management's assumption that an acute care hospital's assets consist of 50% buildings and 50% equipment with a 30-year life and a five-year life, respectively. Based on this preliminary allocation, depreciation expense increased approximately $190,000 and $244,000 on a pro forma basis for the year ended December 31, 1995 and the six months ended March 31, 1996, respectively and decreased approximately $59,000 for the six months ended March 31, 1995. (6) To record interest expense on the pro forma increase in the Champion Credit Facility, the Champion Notes and notes payable as a result of its acquisitions' of Jordan Valley and SLRMC. With respect to Jordan Valley, the Pro Forma Condensed Combining Statement of Income assumes Champion increased the principal amount outstanding under its revolving credit facility by $10,750,000 as of January 1, 1995 and October 1, 1995. Such amount is comprised of $7,000,000 in cash consideration attributable to property and equipment and approximately $3,750,000 for certain net working capital components, which are subject to adjustment and final settlement by the parties. The average interest rates in effect under the Champion Credit Facility were 9.33% for the year ended December 31, 1995 and 8.91% and 8.81% for the six months ended 1995 and 1996, respectively. With respect to SLRMC, the Pro Forma Condensed Combining Statement of Income for the year ended December 31, 1995 assumes Champion financed the acquisition of SLRMC through (i) the issuance of $30,000,000 principal amount of Series E Notes at an effective annual interest rate of 11.35% and (ii) a note payable to Columbia in the amount of approximately $1,767,000 bearing interest at an effective annual rate of 10%. Such debentures and notes are assumed to have been issued on January 1, 1995. Interest expense with respect to the above increased approximately $2,094,000 on a pro forma basis for the year ended December 31, 1995 and approximately $2,270,000 and $393,000 for the six months ended March 31, 1995 and 1996, respectively, less $19,000, $19,000 and $5,000, respectively, associated with Autauga capital lease obligations. PF-27 (7) To reflect the pro forma provision for income taxes due to the inclusion of the acquired operations and, for the six months ended March 31, 1996, to eliminate the effect of fiscal 1995 net operating loss utilization on the fiscal 1996 annual period. For the year ended December 31, 1995, loss carryovers of Champion can be utilized to reduce the provision for income taxes. (8) To reflect a decrease in interest earnings of approximately $229,000 for the pro forma decrease in cash as a result of Champion's $20,000,000 capital contribution to DHHS, its $2,000,000 contribution to DHHS working capital and with respect to the AmeriHealth Merger, the retirement of an $8,516,000 loan held by the Resolution Trust Corporation (the "RTC Loan"), net of a discount of approximately $384,000 obtained by Champion concurrent with the AmeriHealth Merger. Such funds were assumed expended on of October 1, 1994. Interest earnings are computed at 3.35%, Champion's average investment rate for the period. (9) To remove the historical operating results of HMC for the three months ended December 31, 1994. Champion contributed Heartland to DHHS effective December 31, 1994. (10) To remove approximately $1,074,000 in merger related expenses incurred by AmeriHealth. (11) Reflects a $42,000 pro forma increase to depreciation expense based upon the step up in basis for the depreciable assets of AmeriHealth. (12) Reflects a pro forma reduction in interest expense of approximately $136,000 related to the retirement of the RTC Loan concurrent with the AmeriHealth Merger. The Champion Unaudited Pro Forma Condensed Combining Statement of Income assumes the RTC Loan was retired from available funds on October 1, 1994. (13) To record Champion's equity in the pro forma earnings of DHHS for the three months ended December 31, 1994. DHHS began operations effective January 1, 1995. (14) To adjust common and common equivalent shares used to calculate loss per share. The pro forma adjustment reflects the following events: (a) The exchange of each 5.70358 shares of AmeriHealth common and common equivalent shares into one share of the Champion Common Stock. For the two months ended November 31, 1994, AmeriHealth's weighted average common and common equivalent shares would have decreased from 16,924,000 shares to 2,967,000 shares of the Champion Common Stock. (b) Champion purchased 880,000 shares of the AmeriHealth's common stock in a private transaction, which were retired concurrent with the AmeriHealth Merger, resulting in a reduction of 154,000 shares of Champion Common Stock that would have otherwise been issued. The common shareholders of Champion's predecessor received one share of Champion Common Stock for each predecessor share of common stock outstanding prior to the AmeriHealth Merger. The preferred shareholders of Champion's predecessor received one share of Champion preferred stock for each predecessor share of preferred stock outstanding prior to the the AmeriHealth Merger. The following table summarizes the adjustment to shares used in the calculation of loss per share: Adjustment to AmeriHealth's common and common equivalent shares for the exchange ratio (a)...................................... (13,957) AmeriHealth common shares canceled (b)........................... 726 Effect of shares of (i) AmeriHealth common stock issued in exchange for shares of AmeriHealth preferred stock during the period and (ii) Champion Common Stock issued in connection with the AmeriHealth Merger.......................................... (2,693) --------- (15,924) --------- ---------
(15) Historical and pro forma earnings were inadequate to cover fixed charges by $768,000 and $639,000, respectively, for the six months ended March 31, 1995. PF-28 - ------------------------------------------------ ------------------------------------------------ - ------------------------------------------------ ------------------------------------------------ NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, CHAMPION OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION OF AN OFFER TO BUY THE NOTES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON IN ANY CIRCUMSTANCE IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR CHAMPION SINCE THE DATE HEREOF. -------------------------- TABLE OF CONTENTS PAGE ----- Prospectus Summary............................. 3 Risk Factors................................... 11 The Merger and Financing....................... 18 Use of Proceeds................................ 19 Capitalization................................. 20 Company Unaudited Pro Forma Condensed Combined Financial Statements.......................... 21 Paracelsus Selected Historical Consolidated Financial Information......................... 29 Paracelsus Management's Discussion and Analysis of Financial Condition and Results of Operations.................................... 31 Champion Selected Historical Consolidated Financial Information......................... 36 Champion Management's Discussion and Analysis of Financial Condition and Results of Operations.................................... 38 Business....................................... 44 Management..................................... 61 Executive Compensation......................... 65 Certain Relationships and Related Transactions.................................. 71 Security Ownership of Management and Certain Beneficial Owners............................. 75 Description of the Notes....................... 77 Description of the New Credit Facility......... 96 Underwriting................................... 97 Validity of the Notes.......................... 97 Experts........................................ 98 Available Information.......................... 98 Index to Financial Statements and Certain Pro Forma Financial Statements.................... F-1
$250,000,000 PARACELSUS HEALTHCARE CORPORATION % SENIOR SUBORDINATED NOTES DUE 2006 ----------------- PROSPECTUS ----------------- DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION - ------------------------------------------------ ------------------------------------------------ - ------------------------------------------------ ------------------------------------------------ PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The estimated expenses payable by the Company in connection with the issuance and distribution of the Common Stock to be registered hereby are as follows: SEC registration fee........................................... $ 86,207 NASD filing fees............................................... 25,500 Printing and engraving expenses................................ * Legal fees and expenses........................................ * Accounting fees and expenses................................... * Blue Sky expenses.............................................. 20,000 Trustee fees and expenses...................................... * Miscellaneous.................................................. ----------- Total...................................................... $ * ----------- -----------
- ------------------------ * To be completed by amendment. ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 317 of the California Corporations Code authorizes a court to award, or a corporation's Board of Directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act. Article IV of the Registrant's Articles of Incorporation (Exhibit 3.1) and Article V of the Registrant's Bylaws (Exhibit 3.2 hereto) provide for indemnification of its directors, officers, employees and other agents to the maximum extent permitted by the California Corporations Code. Reference is also made to Section of the Underwriting Agreement (Exhibit 1.1 hereto) which provides for the indemnification of officers, directors and controlling persons of the Registrant against certain liabilities. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits 1.1* Form of Underwriting Agreement between Paracelsus and the underwriters named therein 2.1 Amended and Restated Agreement and Plan of Merger dated as of May 29, 1996, by and among Paracelsus, Champion and PC Merger Sub. Inc. (filed as Exhibit 2.1 to Champion's Current Report on Form 8-K dated June 13, 1996 and incorporated herein by reference) 3.1 Articles of Incorporation of Paracelsus (filed as Exhibit 3.1 to the Registration Statement on Form S-1 filed by Paracelsus on August 5, 1993 (Commission File Number 33-67040) and incorporated herein by reference) 3.2 Bylaws of Paracelsus (filed as Exhibit 3.2 to the Registration Statement on Form S-1 filed by Paracelsus on August 5, 1993 (Commission File Number 33-67040) and incorporated herein by reference) 4.1* Form of Indenture between the Company and AmSouth, N.A., as Trustee (including the form of certificate representing the Senior Subordinated Note 5.1* Opinion of Skadden, Arps, Slate, Meagher & Flom
II-1 10.1 Promissory Note Agreement, dated May 1, 1994, between Paracelsus and Dr. Hartmut Krukemeyer in the amount of $5,000,000 (filed as Exhibit 4.1 to Paracelsus' Quarterly Report on form 10-Q filed by Paracelsus on May 16, 1994 and incorporated herein by reference) 10.2 Indenture, dated as of October 15, 1993, between Paracelsus and NationsBank of Tennessee, N.A., as Trustee (filed as Exhibit 4.2 to the Registration Statement on Form S-1 filed by Paracelsus on August 5, 1993 (Commission File No. 33-67040) and incorporated herein by reference) 10.3 Note, dated as of August 23, 1994, by Dr. Manfred G. Krukemeyer in favor of INC Capital Corporation (filed as Exhibit 4.2 to Paracelsus' Current Report on Form 8-K filed by Paracelsus on September 6, 1994 and incorporated herein by reference) 10.4 Pledge Agreement, dated as of August 23, 1994, by and between Dr. Manfred George Krukemeyer and INC Capital Corporation (filed as Exhibit 4.2 to Paracelsus' Current Report on Form 8-K filed by Paracelsus on September 6, 1994 and incorporated herein by reference) 10.5 Agreement and Consent, dated as of August 23, 1994, by and between Paracelsus and INC Capital Corporation (filed as Exhibit 4.3 to Paracelsus' Current Report on Form 8-K filed by Paracelsus on September 6, 1994 and incorporated herein by reference) 10.6 Agreement, dated as of August 23, 1994, by and among Dr. Manfred Krukemeyer, Paracelsus, Bank of America and NationsBank (filed as Exhibit 4.4 to Paracelsus' Current Report on Form 8-K filed by Paracelsus on September 6, 1994 and incorporated herein by reference) 10.7 Second Amended and Restated Guaranty and Pledge Agreement, dated as of August 23, 1994, by and among Dr. Manfred G. Krukemeyer and Bank of America (filed as Exhibit 4.6 to Paracelsus' Current Report on Form 8-K filed by Paracelsus on September 6, 1994 and incorporated herein by reference) 10.8 Pooling Agreement, dated as of April 16, 1993, among PHC Funding Corp. II ("PFC II"), Sheffield Receivables Corporation and Bankers Trust Company, as trustee ("the Trustee") (filed as Exhibit 10.1 to the Registration Statement on Form S-1 filed by Paracelsus on August 5, 1993 (Commission File Number 33-67040) and incorporated herein by reference) 10.9 Servicing Agreement, dated as of April 16, 1993, among PFC II, Paracelsus and the Trustee (filed as Exhibit 10.2 to the Registration Statement on Form S-1 filed by Paracelsus on August 5, 1993 (Commission File Number 33-67040) and incorporated herein by reference) 10.10 Guarantee, dated as of April 16, 1993, by Paracelsus in favor of PFC II (filed as Exhibit 10.3 to the Registration Statement on Form S-1 filed by Paracelsus on August 5, 1993 (Commission File Number 33-67040) and incorporated herein by reference) 10.11 Form of Sale and Servicing Agreement between subsidiaries of Paracelsus, hospitals and PFC II (filed as Exhibit 10.4 to the Registration Statement on Form S-1 filed by Paracelsus on August 5, 1993 (Commission File Number 33-67040) and incorporated herein by reference) 10.12 Form of Subordinate Note by PFC II in favor of Hospitals (filed as Exhibit 10.5 to the Registration Statement on Form S-1 filed by Paracelsus on August 5, 1993 (Commission File Number 33-67040) and incorporated herein by reference) 10.13 Lease, dated as of March 1, 1993, between AHP of New Orleans, Inc., as lessor and Paracelsus Elmwood Medical Center, Inc. as lessee (filed as Exhibit 10.6 to the Registration Statement on Form S-1 filed by Paracelsus on August 5, 1993 (Commission File Number 33-67040) and incorporated herein by reference)
II-2 10.14 Lease, dated as of June 30, 1993, between AHP of New Orleans, Inc., as lessor and Paracelsus Halstead Hospital, Inc. as lessee (filed as Exhibit 10.7 to the Registration Statement on Form S-1 filed by Paracelsus on August 5, 1993 (Commission File Number 33-67040) and incorporated herein by reference) 10.15 Service and Consulting Agreement, dated as of July 4, 1983, between Paracelsus and European Investors Inc. and Incofinas Limited ("Consulting Agreement") (filed as Exhibit 10.14 to the Registration Statement on Form S-1 filed by Paracelsus on August 5, 1993 (Commission File Number 33-67040) and incorporated herein by reference) 10.16 Supplemental Executive Retirement Plan (filed as Exhibit 10.15 to the Registration Statement on Form S-1 filed by Paracelsus on August 5, 1993 (Commission File Number 33-67040) and incorporated herein by reference) 10.17 Phantom Equity Long-Term Incentive Plan (filed as Exhibit 10.16 to the Registration Statement on Form S-1 filed by Paracelsus on August 5, 1993 (Commission File Number 33-67040) and incorporated herein by reference) 10.18 Annual Incentive Plan (filed as Exhibit 10.17 to the Registration Statement on Form S-1 filed by Paracelsus on August 5, 1993 (Commission File Number 33-67040) and incorporated herein by reference) 10.19 Promissory Note, dated as of December 1, 1993, of Dr. Hartmut Krukemeyer d/b/a Paracelsus Klinik in favor of Paracelsus in the amount of $3,200,000 (filed as Exhibit 4.11 to the Registration Statement on Form S-1 filed by Paracelsus on August 5, 1993 (Commission File Number 33-67040) and incorporated herein by reference) 10.20 Facility Lease dated as of June 7, 1991, between Bell Atlantic Tricon Leasing Corporation (Landlord) and Chico Rehabilitation Hospital, Inc. (Tenant) (filed as Exhibit 10.1 to Paracelsus' Quarterly Report on Form 10-Q filed by Paracelsus on August 11, 1994 and incorporated herein by reference) 10.21 Amendment to Lease dated June 30, 1994, between Tricon Capital (Landlord) and Chico Rehabilitation Hospital, Inc. (Tenant)(filed as Exhibit 10.2 to Paracelsus' Quarterly Report on form 10-Q filed by Paracelsus on August 11, 1994 and incorporated herein by reference) 10.22 Amendment to Lease dated June 30, 1994, between Tricon Capital (Landlord) and Beaumont Rehab Associates Limited Partnership (Tenant) (filed as Exhibit 10.3 to Paracelsus' Quarterly Report on Form 10-Q filed by Paracelsus on August 11, 1994 and incorporated herein by reference) 10.23 Amended and Restated Know-How contract, dated as of October 1, 1994, between Paracelsus Klinik and Paracelsus (filed as Exhibit 10.35 to Paracelsus' Annual Report on Form 10-K filed by Paracelsus on December 23, 1994 and incorporated herein by reference) 10.24* Asset Purchase Agreement, dated as of March 29, 1996, between Paracelsus and FHP, Inc. 10.25 Stock Purchase Agreement by and between Paracelsus Healthcare Corporation and General Hospitals of Galen, Inc., dated as of November 28, 1995 (filed as Exhibit 10.40 to Paracelsus' Annual Report on Form 10-K for the fiscal year ended December 31, 1995 and incorporated herein by reference) 10.26 Asset Exchange Agreement by and between Paracelsus Halstead Hospital Inc., Paracelsus Elmwood Medical Center, Inc., Paracelsus Peninsula Medical Center, Inc., and Paracelsus Real Estate Corporation and Pioneer Valley Hospital, Inc. and Medical Center of Santa Rosa, Inc., dated November 28, 1995 (filed as Exhibit 10.41 to Paracelsus' Annual Report on Form 10-K for the fiscal year ended December 31, 1995 and incorporated herein by reference)
II-3 10.27 Amended and Restated Partnership Agreement of Dakota/Champion Partnership dated December 21, 1994 (filed as Exhibit 10 to Champion's Form 8-K dated December 21, 1994 and incorporated herein by reference) 10.28 Operating Agreement between Dakota/Champion Partnership and the Registrant, dated December 21, 1994 (filed as Exhibit 10 to Champion's 8-K dated December 21, 1994 and incorporated herein by reference) 10.29 Asset Purchase Agreement, dated January 25, 1995, as amended, among Medical Services of Salt Lake City, Inc., HealthTrust, Inc. -- The Hospital Company, CHC -- Salt Lake City, Inc. and Champion Healthcare Corporation (filed as Exhibit 10.1 to Champion's Form 8-K dated April 13, 1995 and incorporated herein by reference) 10.30 Second Amended and Restated Credit Agreement, dated as of December 8, 1995, among Paracelsus, Bank of America National Trust and Savings Association ("B of A"), NationsBank of Texas, N.A., The Bank of New York, Mellon Bank, N.A., Toronto- Diminion (Texas), Inc., Wells Fargo Bank, N.A., and the Bank of California, N.A., as lenders, B of A, as lead agent for lenders, and NationsBank, as co-agent (filed as Exhibit 4.1 to Paracelsus' Current Report on Form 8-K filed by Paracelsus on December 12, 1995 and incorporated herein by reference) 10.31 Agreement in Contemplation of Merger, dated April 12, 1996, between Champion and the Champion investors listed therein (filed as Exhibit 10.1 to Champion's Current Report on Form 8-K dated April 15, 1996 and incorporated herein by reference) 10.32 Series D Note Purchase Agreement, dated December 31, 1993, as amended, between Champion and the parties listed therein (filed as Exhibit 10.1 to Champion's Current Report on Form 8-K dated April 19, 1994 and incorporated herein by reference) 10.33 Series E Note Purchase Agreement dated May 1, 1995, as amended, between Champion and the parties listed therein (filed as Exhibit 4.01(d) to Champion's Annual Report on Form 10-K for the fiscal year ended September 30, 1995 and incorporated herein by reference) 10.34 Form of Warrant issued pursuant to Champion Series E Note Purchase Agreement, dated May 1, 1995, as amended (filed as Exhibit 4.01 to Champion's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 and incorporated herein by reference) 10.35 Form of Warrant issued pursuant to Champion Series D Note and Stock Purchase Agreement dated May 27, 1995 (filed as Exhibit 10.23 to Champion's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference) 10.36 Founders' Stock Option Agreement between James G. VanDevender and Champion dated December 31, 1990 (filed as Exhibit 10.12 to Champion's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 and incorporated herein by reference) 10.37 Founders' Stock Option Agreement between Charles R. Miller and Champion dated December 31, 1990 (filed as Exhibit 10.11 to Champion's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 and incorporated herein by reference) 10.38 Asset Exchange Agreement dated November 9, 1995, by and between Champion Healthcare Holdings, CHC-Prattville, Inc. and CHC-Nursing Center, Inc. and West Jordan Hospital Corporation (filed as Exhibit 10.1 to Champion's Form 8-K dated March 1, 1996 and incorporated herein by reference) 10.39* Amendment of the Founders' Stock Option Agreement 10.40* Registration Rights Agreement between the Company and Park Hospital GmbH 10.41* Voting Agreement between Park Hospital GmbH and Messrs. Miller and VanDevender 10.42* Services Agreement between the Company and Dr. Manfred G. Krukemeyer 10.43* Insurance Agreement between the Company and Dr. Manfred G. Krukemeyer
II-4 10.44* Non-Compete Agreement between the Company and Dr. Krukemeyer 10.45* Shareholders Agreement between the Company and Park Hospital GmbH, as guaranteed by Dr. Krukemeyer 10.46* Dividend and Note Agreement between the Company and Park Hospital GmbH 10.47* Employment Agreement between Charles R. Miller and the Company 10.48* Employment Agreement between R.J. Messenger and the Company 10.49* Employment Agreement between James G. VanDevender and the Company. 10.50* Employment Agreement between Ronald R. Patterson and the Company 10.51* Employment Agreement between Robert C. Joyner and the Company 10.52* Paracelsus Healthcare Corporation 1996 Stock Incentive Plan 10.53* Paracelsus Healthcare Corporation Executive Officer Performance Bonus Plan 11.1* Statement re computation of per share earnings 12.1 Statement re computation of ratios 21.1 List of Subsidiaries of Paracelsus (filed as Exhibit 21.1 to the Registration Statement on Form S-1 filed by Paracelsus on August 5, 1993 (Commission File Number 33-67040) and incorporated herein by reference) 23.1 Consent of Ernst & Young LLP 23.2 Consent of Coopers & Lybrand L.L.P. 23.3 Consent of Skadden, Arps, Slate, Meagher & Flom (to be included on Exhibit 5.1 hereto) 23.4* Consent of James A. Conroy 23.5* Consent of Charles R. Miller 23.6* Consent of James G. Van Devender 24.1 Power of Attorney (to be included on page II-7 hereto)
- ------------------------ * To be filed by amendment. (b) Financial Statement Schedules Report of Independent Auditors
SCHEDULE DESCRIPTION - ------------- -------------------------------------------------------------------------------------------------------- II Valuation and Qualifying Accounts
II-5 ITEM 17. UNDERTAKINGS. (a) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (b) The Registrant undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of Prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in the form of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. II-6 POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints R.J. Messenger, James T. Rush and Robert C. Joyner, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and to take such actions in, and file with the appropriate authorities in, whatever states said attorneys-in-fact and agents, and each of them, shall determine, such applications, statements, consents and other documents as may be necessary or expedient to register securities of the Company for sale, granting unto said attorneys-in-fact and agents full power and authority to do so and perform such and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or any of them, or their or his substitute of substitutes, may lawfully do or cause to be done by virture hereof and the registrant hereby confers like authority on its behalf. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 24th day of June, 1996. PARACELSUS HEALTHCARE CORPORATION By: /s/ JAMES T. RUSH ----------------------------------------- Name: James T. Rush Title: Vice President, Finance and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ -------------------------------------- ----------------- /s/ DR. MANFRED GEORGE KRUKEMEYER ------------------------------------------- Chairman of the Board and Director June 24, 1996 Dr. Manfred George Krukemeyer /s/ R.J. MESSENGER ------------------------------------------- President, Chief Executive Officer, R.J. Messenger Secretary and Director (principal June 24, 1996 (ATTORNEY-IN-FACT) executive officer) /s/ JAMES T. RUSH ------------------------------------------- Vice President, Finance and Chief James T. Rush Financial Officer (principal June 24, 1996 (ATTORNEY-IN-FACT) financial officer)
II-7 SIGNATURE TITLE DATE - ------------------------------------------------------ -------------------------------------- ----------------- /s/ SCOTT BARTON ------------------------------------------- Assistant Vice President and Corporate June 24, 1996 Scott Barton Controller (controller) /s/ MICHAEL D. HOFMANN ------------------------------------------- Director June 24, 1996 Michael D. Hofmann /s/ CHRISTIAN A. LANGE ------------------------------------------- Director June 24, 1996 Christian A. Lange
II-8 REPORT OF INDEPENDENT AUDITORS We have audited the consolidated financial statements of Paracelsus Healthcare Corporation as of September 30, 1994 and 1995, and for each of the three years in the period ended September 30, 1995, and have issued our report thereon dated December 14, 1995 (included elsewhere in this Registration Statement). Our audits also included the financial statement schedule listed in Item 21(b) of this Registration Statement. This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. ERNST & YOUNG LLP Los Angeles, California December 14, 1995 S-1 PARACELSUS HEALTHCARE CORPORATION SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS (DOLLARS IN THOUSANDS)
ADDITIONS ------------------------ BALANCE AT CHARGED TO CHARGED BEGINNING COSTS AND TO OTHER BALANCE AT OF YEAR EXPENSES ACCOUNTS(1) DEDUCTIONS(2) END OF YEAR ----------- ----------- ----------- ----------- ----------- Year ended September 30, 1993: Allowance for doubtful accounts...... $ 18,867 $ 26,629 $ 10,034 $ (25,103) $ 30,427 ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- Year ended September 30, 1994: Allowance for doubtful accounts...... $ 30,427 $ 33,110 $ 342 $ (33,041) $ 30,838 ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- Year ended September 30, 1995: Allowance for doubtful accounts...... $ 30,838 $ 39,277 $ (2,585) $ (42,305) $ 25,225 ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
- ------------------------ (1) Reflects recoveries of amounts previously written off. (2) Reflects write-offs of uncollectible accounts. S-2 EX-12.1 2 EXHIBIT 12.1 EXHIBIT 12.1 PARACELSUS HEALTHCARE CORPORATION COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (IN THOUSANDS, EXCEPT RATIO AND UNAUDITED)
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, ------------------------------------------------------------------------------------------------------- HISTORICAL PRO FORMA(1) PRO FORMA(2) PRO FORMA(3) ---------------------------------------------------------- ------------- ------------- ------------- 1991 1992 1993 1994 1995 1995 1995 1995 Income (loss) before minority interests, income taxes, cumulative effect of accounting change and extraordinary loss........ $ 20,588 $ 20,779 $ 25,341 $ 23,387 $ 23,938 $ 14,745 $ 12,239 $ 12,778 Interest expense -- debt borrowings and capitalized leases.................... 12,043 10,496 10,213 12,966 15,746 36,803 38,434 37,895 Amortization of financing costs................... -- -- -- -- -- -- 875 875 Interest portion of rental expense................... 2,751 3,109 3,970 5,892 6,411 8,338 8,338 8,338 ---------- ---------- ---------- ---------- ---------- ------------- ------------- ------------- Earnings (loss)........ $ 35,382 $ 34,384 $ 39,524 $ 42,245 $ 46,095 $ 59,886 $ 59,886 $ 59,886 ---------- ---------- ---------- ---------- ---------- ------------- ------------- ------------- ---------- ---------- ---------- ---------- ---------- ------------- ------------- ------------- Fixed charges: Interest................. $ 12,043 $ 10,496 $ 10,213 $ 12,966 $ 15,746 $ 36,803 $ 38,434 $ 37,895 Amortization of financing costs................... -- -- -- -- -- -- 875 875 Interest portion of rental expense.......... 2,751 3,109 3,970 5,892 6,411 8,338 8,338 8,338 ---------- ---------- ---------- ---------- ---------- ------------- ------------- ------------- Total fixed charges.... $ 14,794 $ 13,605 $ 14,183 $ 18,858 $ 22,157 $ 45,141 $ 47,647 $ 47,108 ---------- ---------- ---------- ---------- ---------- ------------- ------------- ------------- ---------- ---------- ---------- ---------- ---------- ------------- ------------- ------------- Ratio of earnings to fixed charges....... 2.4 x 2.5 x 2.8 x 2.2 x 2.1 x 1.3 x 1.3 x 1.3 x SIX MONTHS ENDED MARCH 31, -------------------------------------------------------------------------------------------------- HISTORICAL PRO FORMA(1) PRO FORMA(2) PRO FORMA(3) PRO FORMA(1) PRO FORMA(2) ----------------------- ------------- ------------- ------------- ------------- ------------- 1995 1996 1995 1995 1995 1996 1996 Income (loss) before minority interests, income taxes, cumulative effect of accounting change and extraordinary loss........ $ 11,832 ($ 11,219) $ 9,136 $ 6,534 $ 6,534 $( 9,375) $( 11,191) Interest expense -- debt borrowings and capitalized leases.................... 7,652 7,685 17,099 19,263 19,263 19,686 21,064 Amortization of financing costs................... -- -- -- 438 438 -- 438 Interest portion of rental expense................... 3,181 3,195 4,162 4,102 4,102 4,162 4,162 ---------- ----------- ------------- ------------- ------------- ------------- ------------- Earnings (loss)........ $ 22,665 ($339) $ 30,397 $ 30,337 $ 30,337 $ 14,473 $ 14,473 ---------- ----------- ------------- ------------- ------------- ------------- ------------- ---------- ----------- ------------- ------------- ------------- ------------- ------------- Fixed charges: Interest................. $ 7,652 $ 7,685 $ 17,099 $ 19,263 $ 19,263 $ 19,686 $ 21,064 Amortization of financing costs................... -- -- -- 438 438 -- 438 Interest portion of rental expense.......... 3,181 3,195 4,162 4,102 4,102 4,162 4,162 ---------- ----------- ------------- ------------- ------------- ------------- ------------- Total fixed charges.... $ 10,833 $ 10,880 $ 21,261 $ 23,803 $ 23,803 $ 23,848 $ 25,664 ---------- ----------- ------------- ------------- ------------- ------------- ------------- ---------- ----------- ------------- ------------- ------------- ------------- ------------- Ratio of earnings to fixed charges....... 2.1 x -- 1.4 x 1.3 x 1.3 x -- -- PRO FORMA(3) ------------- 1996 Income (loss) before minority interests, income taxes, cumulative effect of accounting change and extraordinary loss........ $( 9,346) Interest expense -- debt borrowings and capitalized leases.................... 19,219 Amortization of financing costs................... 438 Interest portion of rental expense................... 4,162 ------------- Earnings (loss)........ $ 14,473 ------------- ------------- Fixed charges: Interest................. $ 19,219 Amortization of financing costs................... 438 Interest portion of rental expense.......... 4,162 ------------- Total fixed charges.... $ 23,819 ------------- ------------- Ratio of earnings to fixed charges....... --
(1) Adjusted to give pro forma effect to the Merger. (2) Adjusted to give pro forma effect to the Merger and the Notes Offering. (3) Adjusted to give pro forma effect to the Merger and the Offerings. EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of (i) our report dated December 14, 1995, with respect to the consolidated financial statements of Paracelsus Healthcare Corporation as of September 30, 1994 and 1995 and for each of the three years in the period ended September 30, 1995, (ii) our report dated December 14, 1995 with respect to the financial statement schedule of Paracelsus Healthcare Corporation for the years ended December 31, 1993, 1994 and 1995, and (iii) our report dated May 17, 1996, with respect to the combined financial statements of Davis Hospital and Medical Center, Pioneer Valley Hospital and Santa Rosa Medical Center as of December 31, 1994 and 1995 in the registration statement (Form S-1) and related Prospectus of Paracelsus Healthcare Corporation for the registration of $250,000,000 Senior Subordinated Notes due 2006. ERNST & YOUNG LLP Los Angeles, California June 24, 1996 EX-23.2 4 EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the inclusion in this registration statement (Form S-1) and related Prospectus of Paracelsus Healthcare Corporation for the registration of $250,000,000 Senior Subordinated Notes due 2006 of (i) our report dated February 27, 1996, with respect to the consolidated financial statements of Champion Healthcare Corporation as of December 31, 1994 and 1995 and for each of the three years in the period ended December 31, 1995, (ii) our report dated February 16, 1996, with respect to the financial statements of Dakota Heartland Health System as of December 31, 1994 and 1995 and for the year ended December 31, 1995, (iii) our report dated December 28, 1995, with respect to the financial statements of Jordan Valley Hospital as of September 30, 1995 and for the period from January 1, 1995 through September 30, 1995, (iv) our report dated June 11, 1995, with respect to the financial statements of Salt Lake Regional Medical Center as of May 31, 1994 and April 13, 1995 and for each of the two years in the period ended May 31, 1994 and the period from June 1, 1994 through April 13, 1995. We also consent to the reference of our firm under the caption "Experts". COOPERS & LYBRAND L.L.P. Houston, Texas June 24, 1996 -----END PRIVACY-ENHANCED MESSAGE-----