-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, WXUetCVMQjC0SPPMP4X1WzvsFwJyjBhZ1bueQJZkAbdjK0Q5X2189bTESMyLDzEM vsNoO84wMMiCRDBkVwQJ6g== 0000950144-94-000516.txt : 19940228 0000950144-94-000516.hdr.sgml : 19940228 ACCESSION NUMBER: 0000950144-94-000516 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19940225 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHTRUST INC THE HOSPITAL CO CENTRAL INDEX KEY: 0000826490 STANDARD INDUSTRIAL CLASSIFICATION: 8062 IRS NUMBER: 621234332 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-3 SEC ACT: 33 SEC FILE NUMBER: 033-52401 FILM NUMBER: 94512622 BUSINESS ADDRESS: STREET 1: 4525 HARDING RD CITY: NASHVILLE STATE: TN ZIP: 37205 BUSINESS PHONE: 6153834444 S-3 1 HEALTHTRUST, INC. (EQUITY) S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 1994 REGISTRATION NO. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ HEALTHTRUST, INC. - THE HOSPITAL COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) 4525 HARDING ROAD NASHVILLE, TENNESSEE 37205 (615) 383-4444 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) DELAWARE 62-1234332 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
------------------------ PHILIP D. WHEELER, ESQ. SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY HEALTHTRUST, INC. - THE HOSPITAL COMPANY 4525 HARDING ROAD NASHVILLE, TENNESSEE 37205 (615) 383-4444 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO: MORTON A. PIERCE, ESQ. WINTHROP B. CONRAD, ESQ. DEWEY BALLANTINE DAVIS POLK & WARDWELL 1301 AVENUE OF THE AMERICAS 450 LEXINGTON AVENUE NEW YORK, NY 10019 NEW YORK, NY 10017 (212) 259-8000 (212) 450-4000
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / 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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / / CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------- PROPOSED PROPOSED MAXIMUM AMOUNT MAXIMUM AGGREGATE AMOUNT OF TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION SECURITIES TO BE REGISTERED(1) REGISTERED(1) PER UNIT(2) PRICE(2) FEE - --------------------------------------------------------------------------------------------------- Common Stock (par value $.001 per share) and associated preferred stock purchase rights.............. 9,394,311 $28.625 $268,912,152 $92,729 - --------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------
(1) Includes 780,000 shares which may be purchased by the Underwriters solely to cover over-allotments, if any. (2) Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(c), using the average of the high and low sales prices on the New York Stock Exchange on February 18, 1994. ------------------------ 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. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 EXPLANATORY NOTE This registration statement contains a prospectus relating to a public offering of securities in the United States and Canada (the "U.S. Offering") together with separate prospectus pages relating to a concurrent offering of securities outside the United States and Canada (the "International Offering"). The complete prospectus for the U.S. Offering follows immediately after this Explanatory Note. After such prospectus are the following alternate pages for the International Offering: a front cover page, an "Underwriting" section and a back cover page. All other pages of the prospectus for the U.S. Offering are to be used for both the U.S. Offering and the International Offering. Final forms of each prospectus will be filed with the Securities and Exchange Commission pursuant to Rule 424(b). 3 *************************************************************************** * * * 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 JURISDICTION * * IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO * * REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH * * JURISDICTION. * * * *************************************************************************** SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED FEBRUARY 25, 1994 PROSPECTUS SHARES HEALTHTRUST INC. The Hospital Company COMMON STOCK ------------------------ Of the shares of Common Stock (par value $.001 per share) offered hereby, shares are being offered hereby in the United States and Canada by the U.S. Underwriters and shares are being offered in a concurrent offering outside the United States and Canada by the International Underwriters. The offering price and the aggregate underwriting discount per share are identical for both offerings. See "Underwriting." Of the shares of Common Stock offered, shares are being sold by Healthtrust, Inc. - The Hospital Company and shares are being sold by certain non-management selling stockholders upon the exercise of warrants which were issued in connection with the formation of the Company. See "Selling Stockholders." The Company will not receive any of the proceeds from the sale of shares by the Selling Stockholders. Concurrently with the Offerings, the Company is publicly offering $200 million aggregate principal amount of % Subordinated Notes due 2004. The Offerings and the offering of the Subordinated Notes are being made as part of the financing of the Company's acquisition of EPIC Holdings, Inc. and certain related transactions. The Offerings and the offering of the Subordinated Notes are contingent upon the consummation of the acquisition. See "The Acquisition and the Financing Plan." The Common Stock of the Company is traded on the New York Stock Exchange under the symbol "HTI." On February 24, 1994, the last sale price of the Company's Common Stock, as reported on the New York Stock Exchange, was $28 5/8 per share. FOR INFORMATION CONCERNING CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE "INVESTMENT CONSIDERATIONS." ------------------------ 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.
- -------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- PROCEEDS TO PRICE TO UNDERWRITING PROCEEDS TO SELLING PUBLIC DISCOUNT(1) COMPANY(2) STOCKHOLDERS - -------------------------------------------------------------------------------------------------- Per Share......................... $ $ $ $ - -------------------------------------------------------------------------------------------------- Total(3).......................... $ $ $ $ - -------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------
(1) The Company and the Selling Stockholders have agreed to indemnify the several Underwriters against certain liabilities under the Securities Act of 1933. See "Underwriting." (2) Before deducting expenses of the offerings payable by the Company estimated at $ . (3) The Company has granted the U.S. Underwriters and the International Underwriters options exercisable within 30 days after the date hereof to purchase up to and additional shares, respectively, solely to cover over-allotments, if any. If such options are exercised in full, the total Price to Public, Underwriting Discount and Proceeds to Company will be $ , $ , and $ , respectively. See "Underwriting." ------------------------ The shares of Common Stock 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 the right to reject orders in whole or in part. It is expected that delivery of the shares of Common Stock will be made in New York, New York on or about , 1994. ------------------------ MERRILL LYNCH & CO. DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION ------------------------------ The date of this Prospectus is , 1994. 4 [MAP OF HOSPITALS] ------------------------ IN CONNECTION WITH THESE OFFERINGS, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE COMPANY'S COMMON STOCK AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. 5 THE COMPANY Healthtrust, Inc. - The Hospital Company (together with its subsidiaries, "Healthtrust" or the "Company") is one of the largest providers of health care services in the United States, delivering a full range of inpatient, outpatient and other health care services principally through its affiliated hospitals. At February 1, 1994, the Company owned or leased through its subsidiaries or joint ventures 81 acute care hospitals (the "affiliated hospitals") and is an investor, through joint ventures, in four other acute care hospitals. The Company's affiliated hospitals are located in rural, suburban and urban communities in 21 southern and western states. Approximately 40% of Healthtrust's affiliated hospitals are the sole providers of general acute care hospital services in their communities, and an additional 20% are one of two general acute care hospitals in their communities. The Company's affiliated hospitals generally provide a full range of inpatient and outpatient health care services, including medical/surgical, diagnostic, obstetric, pediatric and emergency services. Many of the Company's affiliated hospitals also offer certain specialty programs and services, including occupational medicine programs, home health care services, skilled nursing services, physical therapy programs, rehabilitation services, alcohol and drug dependency programs and selected mental health services. The Company has experienced consistent growth since it began operations through the acquisition of a group of hospitals and related assets (the "Formation") from Hospital Corporation of America ("HCA") in September 1987. The 81 affiliated hospitals presently operated by the Company generated approximately $2.4 billion of net operating revenue for the fiscal year ended August 31, 1993, compared with approximately $1.8 billion of net operating revenue for the fiscal year ended August 31, 1989 generated by the 94 hospitals then operated by the Company. In addition, for the same periods, the Company's net operating revenue less hospital service costs ("EBITDA") increased from $339.2 million to $506.0 million and EBITDA as a percentage of net operating revenue increased from 19.2% to 21.1%. The Company's principal objective is to be a significant and growing provider of low cost, high quality health care services in the markets in which it operates. Although the means of achieving this objective will vary depending upon the local market and the relative position of the Company's affiliated hospitals and other health care businesses in that market, the strategies employed generally include (i) expanding market share through improvements in quality and reductions in cost for existing services and through the provision of new or expanded services to meet underserved needs, (ii) participating in quality health care delivery networks through affiliations, joint ventures, partnerships and other arrangements with physicians, other hospitals and providers of other health care related services, (iii) continuously improving operating and financial performance, and (iv) developing the resources needed by management to operate more effectively in the changing health care environment. In addition, the Company has pursued and will continue to pursue other opportunities to grow through the acquisition, construction or development of hospital facilities or other health care related businesses that are or can be positioned competitively in their markets consistent with the Company's objectives. The Company recently entered into a letter of intent to acquire Nashville Memorial Hospital in Madison, Tennessee and executed a definitive agreement to purchase Holy Cross Hospital of Salt Lake City, Utah, Holy Cross-Jordan Valley Hospital in Jordan Valley, Utah and St. Benedict's Hospital in Ogden, Utah. Consistent with the Company's strategy, Healthtrust entered into an agreement on January 9, 1994 to acquire EPIC Holdings, Inc. (together with its subsidiaries, "EPIC") (the "Acquisition"). EPIC is a health care services provider that owns and operates 34 general acute care hospitals providing inpatient, outpatient and other specialty services in 10 southern, southwestern and western states. Approximately 29% of EPIC's hospitals are the sole providers of general acute care hospital services in their communities, and an additional 27% of EPIC's hospitals are one of two general acute care hospitals in their communities. Following the Acquisition, Healthtrust will be the second largest hospital management company in the United States, operating 115 hospitals in 22 states. Of these 115 hospitals, approximately 37% are the sole providers of general acute care hospital services in their communities and an additional 22% are one of two such providers in their communities. Total combined net operating revenue and combined EBITDA for Healthtrust and EPIC for their 1993 fiscal years were approximately $3.4 billion and $651.4 million, respectively. 3 6 The Company believes that the Acquisition will enhance the Company's presence in the geographic areas it presently serves and provide access to new markets. In addition, the Acquisition will allow the Company to expand its health care delivery capabilities in such areas as home health care, geropsychiatric care, rehabilitation services and physical therapy services, thereby enhancing the Company's development of integrated health care delivery networks designed to provide a full range of health care services to managed care plans, self-insured employers and certain government payors. Healthtrust also expects to realize operating cost savings of approximately $50 million during the fiscal year ending August 31, 1995 resulting from increased economies of scale and improved operating efficiencies following the Acquisition. After giving effect to these savings, the Acquisition is expected to add $0.10 to $0.12 per share to the Company's earnings during fiscal year 1995. See "Investment Considerations -- Acquisition-Related Considerations," "The Acquisition and the Financing Plan" and the Unaudited Pro Forma Condensed Combined Financial Statements of the Company included elsewhere in this Prospectus. THE OFFERINGS Of the shares of Common Stock offered hereby, shares are being offered in the United States and Canada by the U.S. Underwriters and shares are being offered in a concurrent offering outside the United States and Canada by the International Underwriters (the "Offerings"). Common Stock Offered by: The Company................................. 5,200,000 shares The Selling Stockholders.................... shares(1) Common Stock Outstanding after the Offerings................................... shares(2) Use of Proceeds............................... The proceeds of the Offerings, together with the proceeds of the Subordinated Debt Offering, borrowings under the 1994 Credit Agreement and cash on hand, will be used to finance the Acquisition, the Tender Offers and the Debt Redemption (all as hereinafter defined). See "Use of Proceeds." New York Stock Exchange Symbol................ HTI
- --------------- (1) All such shares of Common Stock are being sold by the holders thereof (the "Selling Stockholders") upon exercise of warrants to purchase Common Stock ("Warrants"), issued in 1987 in connection with the formation of the Company, at an exercise price of $5.30 per share. Upon consummation of the Offerings, Warrants will remain outstanding. See "Selling Stockholders." (2) Does not include (i) 4,304,107 shares of Common Stock issuable upon exercise of options granted under the Company's stock option plans (of which options for 916,100 shares are presently exercisable) as of January 31, 1994 and (ii) approximately 1,000,000 shares of Common Stock to be issued and contributed to the Company's 401(k) Retirement Program (the "Plan") on or about May 15, 1994. 4 7 INVESTMENT CONSIDERATIONS Prospective investors should consider carefully, in addition to the other information contained in this Prospectus, the following factors before purchasing the Common Stock offered hereby. SUBSTANTIAL INDEBTEDNESS Following the consummation of the Acquisition and the Financing Plan, the Company will continue to have substantial indebtedness and, as a result, significant debt service obligations. As of November 30, 1993, the Company's ratio of long-term debt (including current maturities) to stockholders' equity was 1.4 to 1. After giving effect to the Acquisition and the transactions contemplated by the Financing Plan, at November 30, 1993, the ratio of the Company's long-term debt (including current maturities) to stockholders' equity would have been 2.1 to 1, assuming 100% of each issue of the outstanding Specified EPIC Debt Securities (as hereinafter defined) is purchased in the Tender Offers. See "Capitalization" and the Unaudited Pro Forma Condensed Combined Financial Statements of the Company included elsewhere in this Prospectus. The degree to which the Company is leveraged could have important consequences to holders of the Common Stock, including the following: (i) the Company's ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes may be impaired; (ii) a substantial portion of the Company's cash flow from operations must be dedicated to the payment of principal and interest on its indebtedness, thereby reducing the funds available to the Company for its operations; (iii) certain of the Company's borrowings are and will continue to be at variable rates of interest, which causes the Company to be vulnerable to increases in interest rates; and (iv) such indebtedness contains numerous financial and other restrictive covenants, including those restricting the incurrence of indebtedness, the creation or existence of liens, the declaration or payment of dividends, certain investments, the acquisition of securities of the Company, and certain extraordinary corporate transactions. Failure by the Company to comply with such covenants may result in an event of default which, if not cured or waived, could have a material adverse effect on the Company. The Company's ability to make scheduled payments or to refinance its obligations with respect to its indebtedness depends on its financial and operating performance, which, in turn, is subject to prevailing economic conditions and to financial, business and other factors beyond its control. Although the Company's cash flow from its operations has been sufficient to meet its debt service obligations in the past, there can be no assurance that the Company's operating results will continue to be sufficient for payment of the Company's indebtedness. HEALTH CARE REFORM On November 20, 1993, President Clinton submitted proposed comprehensive health care reform legislation ("Administration's Proposal") to Congress. A central component of the Administration's Proposal is the restructuring of health insurance markets through the use of "managed competition." Under the Administration's Proposal, states would be required to establish regional purchasing cooperatives, known as "regional alliances," that would be the exclusive source of coverage for individuals and employers with less than 5,000 employees. All employers would be required to make coverage available to their employees and contribute 80% of the premium, and all individuals would be required to enroll in an approved health plan. Regional alliances would contract with health plans that demonstrate an ability to provide consumers with a full range of benefits, including hospital services, and the provision of such benefits would be mandated by the federal government. The federal government would provide subsidies to low income individuals and certain small businesses to help pay for the cost of coverage. These subsidies and other costs of the Administration's Proposal would be funded in significant part by reductions in payments by the Medicare and Medicaid programs to providers, including hospitals. The Administration's Proposal would also place stringent limits on the annual growth in health plan premiums. Other comprehensive reform proposals have been or are expected to be introduced in Congress. These other proposals contain or are expected to contain coverage guarantees, benefit standards, financing and cost control mechanisms which are different than the Administration's Proposal. The Company is unable to predict what, if any, reforms will be adopted, or when any such reforms 5 8 will be implemented. No assurance can be given that such reforms will not have a material adverse impact on the Company's revenues or earnings. REIMBURSEMENT AND REGULATION The Company derives a substantial portion of its revenue from Medicare and Medicaid programs. Such programs are highly regulated and subject to frequent and in certain cases substantial changes. Significant changes in Medicare and Medicaid reimbursement programs have resulted in reduced levels of reimbursement for a substantial portion of hospital procedures and costs. Changes in other existing reimbursement programs are scheduled or anticipated in the future which changes are likely to result in further reductions in reimbursement levels. In addition, the Company's revenue could be affected by any implementation of federal government sequestration under the Balanced Budget and Emergency Deficit Control Act of 1985, as amended. The health care industry is subject to extensive federal, state and local regulation relating to licensure, conduct of operations, addition of facilities and services and cost containment. Over the past several years, federal and state initiatives have been undertaken to evaluate the impact that financial arrangements between health care providers and physicians may have on Medicare and state health care programs. As a result of such initiatives, the U.S. Department of Health and Human Services ("HHS") issued final regulations outlining certain "safe harbor" practices which, although potentially capable of inducing prohibited referrals of business, would not be subject to enforcement action under the Social Security Act of 1935, as amended (the "Social Security Act"). In addition, certain provisions of Section 1877 of the Social Security Act, commonly known as the "Stark Bill," have recently been amended to significantly broaden the scope of prohibited physician self-referrals thereunder. Certain of the Company's current financial arrangements with physicians do not qualify for the safe harbor exemptions and, as a result, risk scrutiny by HHS and may be subject to enforcement action. Additionally, the Company believes that certain of EPIC's financial arrangements with physicians do not qualify for the safe harbor exemptions. The Company's participation in and development of joint ventures and other financial arrangements with physicians could be adversely affected by the recent HHS regulations and Stark Bill amendments. The Company is unable to predict the future course of federal, state and local regulation or legislation, including Medicare and Medicaid statutes and regulations. Further changes in the regulatory framework could have an adverse impact on the Company. DEPENDENCE ON PHYSICIANS AND OTHER KEY PERSONNEL Since physicians generally control the majority of hospital admissions, the success of the Company, in part, is dependent upon the number and quality of physicians on its hospitals' medical staffs. The Company's operations also are dependent on the efforts, ability and experience of its key corporate and hospital management teams. The loss of some or all of these key personnel or an inability to attract and retain sufficient numbers of qualified physicians could adversely affect the Company's hospitals. COMPETITION The health care business is highly competitive and subject to excess capacity. Competition among hospitals and other health care providers for patients has intensified in recent years. During this period, hospital occupancy rates in the United States have declined as a result of cost containment pressures, changing technology, changes in regulations and reimbursement, changes in practice patterns from inpatient to outpatient treatment, an increasing supply of physicians and other factors. In many geographic areas in which the Company operates, there are other hospitals or facilities that provide inpatient or outpatient services comparable to those offered by the Company's hospitals. Certain of these hospitals have greater financial resources than the Company's hospitals and offer a wider range of services than the Company's hospitals. Even in communities in which the Company's hospitals are the sole providers of general acute care hospital services, the Company may face competition from local providers of outpatient services and hospitals and other health care providers in nearby communities. The competitive position of the Company's hospitals also has been, and in all likelihood will continue to be, affected by the increased initiatives undertaken during the past several years by federal and state governments and other major purchasers of health care, including 6 9 insurance companies and employers, to revise payment methodologies and monitor health care expenditures in order to contain health care costs. Due in part to these initiatives, managed care organizations such as health maintenance organizations ("HMOs") and preferred provider organizations ("PPOs"), which offer prepaid and discounted medical services packages, represent an increasing segment of health care payors, tending to reduce the historical rate of growth of hospital revenue. In addition, hospitals owned by governmental agencies or other tax-exempt entities benefit from endowments, charitable contributions and tax-exempt financing, which advantages are not enjoyed by the Company's hospitals. LEGAL PROCEEDINGS Certain of the Company's Utah hospitals, along with other Utah hospitals, were the subject of a federal grand jury investigation of possible criminal violations of the federal antitrust laws in connection with nursing compensation practices. The Company has been informed by the Antitrust Division of U.S. Department of Justice that the Government does not intend to pursue criminal charges against the Company but may pursue civil proceedings in connection with the actions of its Utah facilities. Although the Company attempts to structure its compensation practices to comply with federal and state law, the Company cannot predict with certainty the outcome of this ongoing civil investigation. PROFESSIONAL LIABILITY As is typical in the health care industry, the Company is subject to claims and legal actions by patients and others in the ordinary course of business. The Company generally self-insures against substantially all of its professional and general liabilities and maintains an unfunded reserve for liability risks. While the Company's cash flow has been adequate to provide for liability claims in the past, there can be no assurance that the Company's cash flow will continue to be adequate. If payments with respect to self-insured liabilities increase in the future, the results of operations of the Company could be adversely affected. PRINCIPAL STOCKHOLDER As of December 31, 1993, the trustee (the "Plan Trustee") of the Plan held approximately 31% of the outstanding Common Stock. After giving effect to the Offerings, as of December 31, 1993, the Plan Trustee would have held approximately 28% of the outstanding Common Stock. Shares of Common Stock held by the Plan Trustee are held in the accounts of participants in the Plan. Such participants are able to direct the Plan Trustee to vote the shares allocated to their accounts, except when the Plan Trustee believes its fiduciary duties obligate it to override such directions. As a principal stockholder, the Plan Trustee may have the ability to influence the policies and affairs of the Company to a greater extent than other stockholders. FORMATION-RELATED CONSIDERATIONS In connection with the Formation of Healthtrust in 1987, HCA agreed to indemnify the Company against tax claims, professional liability claims and claims covered by standard public liability insurance relating to the acquired assets, in each case relating to periods prior to the Formation. In the past HCA has satisfied its obligation to indemnify the Company for all such claims, and the Company has no reason to believe that HCA would not continue to do so. However, if HCA should fail to meet its indemnification obligations, the Company would be responsible for the satisfaction of any such claims in the future, which claims, if substantial, could have a material adverse effect on the Company. With respect to certain taxable periods ending on or prior to the Formation in September 1987, the Company and certain of its subsidiaries filed federal income tax returns on a consolidated basis with HCA and, as a result, under federal income tax law, the Company and such subsidiaries are severally liable with HCA for the federal income taxes of HCA's consolidated group for such periods. However, in connection with the Formation, HCA agreed that it would be responsible for the payment of all taxes, assessments, interest and penalties imposed by any taxing authority for any periods prior to and including the date of the Formation. HCA has disclosed that following a recent examination of HCA's federal income tax returns for tax years 1981 through 1990, the Internal Revenue Service has proposed certain adjustments to such returns, and HCA 7 10 has received notices of deficiencies for certain years, which it is contesting through litigation. Should HCA be unable to sustain its position on disputed matters, additional taxes would approximate $383 million, plus accrued interest of approximately $640 million as of December 31, 1993, for taxable periods in which the Company and certain of its subsidiaries were members of HCA's consolidated group. If the additional taxes that have been asserted by the Internal Revenue Service were finally determined to be due and HCA were unable to, or for any other reason did not, pay such taxes or related interest, the Company could be responsible for such payment, which payment could have a material adverse effect on the Company. ERISA MATTERS In connection with the Formation in 1987, the Company's Employee Stock Ownership Plan (the "ESOP") purchased approximately 50.9 million shares of Common Stock for $810 million. The purchase price was based on the determination of the committee administering the ESOP (the "ESOP Committee") as to the fair market value of such shares at that time. Based on such determination, and subject to limitations contained in the Internal Revenue Code of 1986, as amended (the "Code"), the Company has claimed income tax deductions for contributions to the ESOP for the years to which such contributions relate. Contributions to the ESOP were used by the ESOP to pay interest and principal on the loans owed to the Company. These payments were in turn used by the Company to pay interest and principal on the ESOP term loans under the Company's previous bank credit agreement and certain other indebtedness related to the ESOP. As a result, the Company was effectively able to obtain a deduction for principal, as well as interest payments, on ESOP-related borrowings. If the ESOP Committee's determination of fair market value was incorrect, the Company's contribution to the ESOP might not be fully deductible, which could have a material adverse effect on the Company. It was intended that qualified holders of the ESOP term loans and the other indebtedness incurred in connection with the ESOP be entitled to exclude from taxable income 50% of the interest received on such indebtedness. In addition, the loans to the ESOP and the purchase of Common Stock by the ESOP were intended to qualify for exemption from the "prohibited transaction" rules under the Code and the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), which rules generally prohibit sale and loan transactions between an employer and a qualified retirement plan. The 50% interest exclusion and the prohibited transaction exemption were available only if the plan was designed to invest primarily in "employer securities." It is likely that if Healthtrust and HCA were deemed to have been members of the same "controlled group of corporations" for purposes of the relevant section in the Code or ERISA, the stock of HCA, and not Healthtrust's Common Stock, would have been "employer securities" for these purposes. Healthtrust and HCA concluded that they were not in the same "controlled group of corporations" (as defined in Section 409(1) of the Code). If, notwithstanding such conclusion, HCA's common stock were deemed to have been "employer securities" for such purposes, there could be severe adverse consequences to Healthtrust, including violation of the prohibited transaction rules discussed above (which could subject Healthtrust or other disqualified persons with respect to the ESOP to an excise tax and could require that certain corrective action be taken) and retroactive increases in the rate of interest payable on certain of the Company's previously outstanding ESOP-related indebtedness as a result of the loss of the 50% interest exclusion. In addition, the 50% interest exclusion and the prohibited transaction exemption were available only if the price paid by the ESOP reflected the fair market value of the employer securities as determined in good faith by the plan fiduciaries. Accordingly, if the ESOP Committee's determination of fair market value was incorrect, the 50% interest exclusion might not have been fully available and the Company or other disqualified persons may have committed prohibited transactions, either of which events could have a material adverse effect on the Company. See Note 6 to "Capitalization." ACQUISITION-RELATED CONSIDERATIONS The purchase of EPIC common stock by the EPIC Employee Stock Ownership Plan (the "EPIC ESOP") in connection with EPIC's acquisition (the "EPIC Formation") of its facilities from American Medical International, Inc. ("AMI") in 1988 was structured in a manner similar to the purchase of Common Stock by the ESOP in connection with the Formation of Healthtrust and was intended to (i) qualify for 8 11 exemption from the "prohibited transaction" rules of the Code and ERISA, (ii) permit EPIC to deduct for federal income tax purposes its contributions to the EPIC ESOP used to pay principal and interest on loans made by EPIC to the EPIC ESOP and (iii) permit qualified holders of indebtedness incurred in connection with the EPIC ESOP to benefit from the 50% interest exclusion provision referred to in "-- ERISA Matters" above. Exemption from the prohibited transaction rules and the availability of the ESOP-related benefits described above depends on (i) the amount the EPIC ESOP paid for EPIC common stock not having exceeded the fair market value of that EPIC common stock, (ii) the EPIC common stock being "employer securities" and (iii) compliance with the other relevant provisions of the Code and ERISA. If (i) the EPIC ESOP paid an amount in excess of fair market value for the EPIC common stock, (ii) the EPIC common stock were to fail to qualify as "employer securities" or (iii) the EPIC ESOP were to fail to comply with the other relevant provisions of the Code or ERISA, such events could result in material adverse consequences to EPIC similar to those described with respect to the Company under "-- ERISA Matters" above, which could have a material adverse effect on the Company following consummation of the Acquisition. See "The Acquisition and the Financing Plan" and Note 6 to "Capitalization." In addition, although the Company believes that the actions which the parties intend to take with respect to the EPIC ESOP pursuant to the ESOP Agreement (as hereinafter defined) should not give rise to any adverse tax or other consequences to EPIC or the Company, if the Internal Revenue Service or the Department of Labor were to successfully challenge certain aspects of such actions, the Company or EPIC could be subject to certain taxes or penalties, which could have a material adverse effect on the Company following consummation of the Acquisition. See "The Acquisition and the Financing Plan." In connection with the EPIC Formation, AMI agreed to indemnify EPIC against certain losses, including the loss of certain expected tax benefits. If AMI is unable to or otherwise does not satisfy such indemnification obligations, EPIC could be responsible for such losses, which could adversely affect the Company following the Acquisition. The Company will use the proceeds of the Offerings to fund a portion of the Acquisition. While the Company believes that it can improve the profitability of the operations acquired from EPIC, there can be no assurance that this will be the case. In addition, there can be no assurance that the Company will be able to realize expected operating and economic efficiencies following the Acquisition or that the Acquisition will not adversely affect the Company's results of operations or financial condition. See the Unaudited Pro Forma Condensed Combined Financial Statements of the Company included elsewhere in this Prospectus. 9 12 THE ACQUISITION AND THE FINANCING PLAN On January 9, 1994, Healthtrust, Odyssey Acquisition Corp., a wholly-owned subsidiary of Healthtrust ("Odyssey") and EPIC entered into a merger agreement pursuant to which Odyssey will merge into EPIC and EPIC will become a wholly-owned subsidiary of Healthtrust. Upon consummation of the Acquisition, the holders of EPIC common stock (and securities exercisable therefor) will become entitled to receive $7.00 per share in cash from Healthtrust. It is anticipated that the Company will purchase approximately 39.7 million shares of EPIC common stock (and securities exercisable therefor) at the closing of the Acquisition, for an aggregate purchase price of approximately $278 million, comprised of the following securities: (i) approximately 17.6 million shares of EPIC common stock allocated or allocable to EPIC ESOP participants, (ii) approximately 15.9 million other shares of outstanding EPIC common stock and (iii) outstanding stock appreciation rights, warrants and options exercisable for approximately 6.2 million shares of EPIC common stock. The consummation of the Acquisition is subject to certain conditions, including, among others, the approval of the stockholders of EPIC, certain regulatory approvals and the consent solicitation in connection with the Specified EPIC Debt Securities described below. The approval of the Acquisition requires the affirmative vote of the holders of a majority of the outstanding shares of EPIC common stock entitled to vote thereon. Subject to certain conditions, each of AMI and the EPIC ESOP Trustee has agreed to vote the shares of EPIC common stock over which it exercises voting power (in the aggregate approximately 52% of the EPIC common stock outstanding on January 8, 1994) in favor of the Acquisition. In connection with the Acquisition, the Company entered into an agreement (the "ESOP Agreement") with EPIC, EPIC Healthcare Group, Inc. ("EPIC Group"), U.S. Trust Company of California, N.A., the trustee of the trust established under the EPIC ESOP (the "EPIC ESOP Trustee") and the EPIC Committee administering the EPIC ESOP. Pursuant to the ESOP Agreement, all shares of EPIC common stock held by the EPIC ESOP Trustee and not allocated or allocable to EPIC ESOP participants as of the closing of the Acquisition (approximately 6.7 million shares) will be returned to EPIC in full satisfaction of certain loans granted by EPIC to the EPIC ESOP Trustee, and contributions to the EPIC ESOP will be terminated. Subject to certain Code limitations, the parties to the ESOP Agreement have agreed that there will be approximately 17.6 million shares of EPIC common stock allocated or allocable to EPIC ESOP participants as of the closing of the Acquisition. Following the acquisition, the EPIC ESOP participants who continue to be employed by the Company will be entitled to participate in the Plan or in a similar plan to be established by the Company (the Plan or such other plan, the "Healthtrust Plan"). Subject to Code limitations, EPIC ESOP participants who participate in the Healthtrust Plan will be allocated additional shares of EPIC common stock in an amount equivalent to the 4% profit sharing contribution (described below) to which EPIC ESOP participants would have been entitled had they participated in the Plan from March 1, 1994 through the Acquisition closing date. In addition, the Company has agreed to provide certain minimum retirement benefits in accordance with the terms of the Plan and subject to Code limitations, including (i) a profit sharing contribution by the Company on behalf of EPIC ESOP participants who participate in the Healthtrust Plan of 4% of compensation from the Acquisition closing date through December 31, 1994 and (ii) a matching contribution by the Company of 100% for each EPIC ESOP participant who participates in the Healthtrust Plan, up to a maximum of 3% of compensation, for the period from the Acquisition closing date through December 31, 1998. In the event that fewer shares are so allocated or allocable to EPIC ESOP participants as of the closing or the full amount of contributions to the Healthtrust Plan are not permitted to be made due to Code limitations, additional contributions will be made in the future in lieu of any shares not so allocated or allocable and any contributions not so permitted to be made. The obligations of the parties under the ESOP Agreement are conditioned upon, among other things, the consummation of the Acquisition. The foregoing does not purport to be a complete description of the ESOP Agreement and reference is hereby made to the ESOP Agreement, which is filed as an exhibit to the Registration Statement of which this Prospectus is a part. In connection with the Acquisition and the related merger agreement, it is anticipated that certain EPIC subsidiaries will offer to purchase up to 100% of the following outstanding debt securities of EPIC (collectively, the "Specified EPIC Debt Securities") at the following purchase prices: (i) $250 million aggregate principal amount (representing an aggregate accreted value of approximately $170.6 million) of 12% Senior Deferred Coupon Notes due 2002 of EPIC Holdings, Inc. (the "EPIC 12% Notes") for 112% of 10 13 accreted value (expected to be approximately $178.8 million at the time of purchase), (ii) $160 million aggregate principal amount of 10 7/8% Senior Subordinated Notes due 2003 of EPIC Group (the "EPIC 10 7/8% Notes") for 116% of principal amount, (iii) $100 million aggregate principal amount (representing an aggregate accreted value of approximately $99.6 million) of 11 3/8% Class B-1 First Priority Mortgage Notes due 2001 of EPIC Properties (the "EPIC Class 1 Mortgage Notes"), for 118 3/4% of principal amount, (iv) approximately $83.5 million aggregate principal amount (representing an aggregate accreted value of approximately $83.1 million) of 11 1/2% Class B-2 First Priority Mortgage Notes due 2001 of EPIC Properties (the "EPIC Class 2 Mortgage Notes") for 121 1/8% of principal amount and (v) $15 million aggregate principal amount of Floating Rate Class B-3 First Priority Mortgage Notes due 1998 (with an interest rate of 6 3/8% at February 1, 1994) of EPIC Properties (the "EPIC Class 3 Mortgage Notes" and, together with the EPIC Class 1 Mortgage Notes and EPIC Class 2 Mortgage Notes, the "EPIC Mortgage Notes") for 103 1/8% of principal amount. In connection therewith, the consent of the holders of the Specified EPIC Debt Securities will be solicited to eliminate or modify substantially all of the restrictive covenants and certain event of default provisions relating to any Specified EPIC Debt Securities which remain outstanding after the offers to purchase are completed. Consent payments of $20 per $1,000 of principal amount will be made with respect to the Specified EPIC Debt Securities for which consents have been validly delivered (and not revoked) prior to the acceptance thereof. The offers to purchase the Specified EPIC Debt Securities and the related solicitations of consents are hereinafter referred to as the "Tender Offers." The obligation to make the consent payments is subject to certain conditions, including the acceptance for purchase and payment of the applicable issue of Specified EPIC Debt Securities in the Tender Offers. The consummation of the Tender Offers is conditioned upon, among other things, (i) the consummation of the Acquisition, (ii) receipt of validly delivered and unrevoked consents from holders of a majority in aggregate principal amount of each of the EPIC 12% Notes, EPIC 10 7/8% Notes and EPIC Mortgage Notes and (iii) there having been validly tendered and not withdrawn at least a majority in aggregate principal amount of each of the EPIC 12% Notes, EPIC 10 7/8% Notes and EPIC Mortgage Notes. Following the consummation of the Acquisition, it is anticipated that the following outstanding indebtedness of EPIC Group (collectively, the "EPIC Redeemable Debt") will be redeemed in accordance with the optional redemption provisions thereof (the "Debt Redemption"): (i) approximately $74.8 million aggregate principal amount (representing an aggregate accreted value of approximately $72.2 million) of 11 7/8% Senior ESOP Notes due 1998, (ii) approximately $96.4 million aggregate principal amount (representing an aggregate accreted value of approximately $31.5 million) of Zero Coupon Notes due 2001 (with an effective interest rate of 14.8% at November 30, 1993) and (iii) approximately $30.1 million aggregate principal amount (representing an aggregate accreted value of approximately $19.7 million) of 11% Junior Subordinated Pay-In-Kind Notes due 2003. The Acquisition, the Tender Offers and the Debt Redemption will be financed through the following: (i) the Offerings; (ii) the public offering by the Company of $200 million aggregate principal amount of a new series of Subordinated Notes due 2004 (the "Subordinated Debt Offering"); (iii) the refinancing of the Company's existing bank credit facility with a new bank credit facility (the "1994 Credit Agreement"), which will provide for aggregate commitments of up to $1.2 billion; and (iv) cash on hand. The Tender Offers, the Debt Redemption, the Offerings, the Subordinated Debt Offering and the 1994 Credit Facility are hereinafter referred to as the "Financing Plan." The Offerings are expected to occur contemporaneously with the Acquisition and the other transactions contemplated by the Financing Plan and are conditioned upon the consummation of the Acquisition. The following table sets forth the sources of funds to be used to effect the Acquisition, the Tender Offers and the Debt Redemption, assuming (i) 5,200,000 shares of Common Stock are sold by the Company in the Offerings at a public offering price of $28.625 per share (the average of the high and low prices for the Common Stock reported on the NYSE for February 18, 1994), (ii) $200 million aggregate principal amount 11 14 of Subordinated Notes are sold by the Company in the Subordinated Debt Offering at a public offering price of 100% of principal amount, (iii) approximately 39,687,000 shares of EPIC common stock (and securities exercisable therefor) are acquired pursuant to the Acquisition; and (iv) 100% of each issue of the outstanding Specified EPIC Debt Securities is purchased in the Tender Offers. ACQUISITION AND FINANCING PLAN (DOLLARS IN MILLIONS) SOURCES OF FUNDS Cash on hand............................................. $ 215.8 1994 Credit Agreement.................................... 671.4 The Offerings............................................ 148.9 The Subordinated Debt Offering........................... 200.0 -------- Total............................................... $1,236.1 -------- -------- USE OF FUNDS Purchase of EPIC equity in Acquisition................... $ 277.8 Tender Offers(1)......................................... 632.7 Debt Redemption.......................................... 138.2 Refinancing of existing bank credit facility............. 167.0 Estimated Fees and Expenses(2)........................... 20.4 -------- Total............................................... $1,236.1 -------- --------
- --------------- (1) Represents (a) the principal amount of the EPIC 10 7/8% Notes and the EPIC Class 3 Mortgage Notes, (b) the accreted value as of November 30, 1993 of the EPIC 12% Notes, EPIC Class 1 Mortgage Notes and EPIC Class 2 Mortgage Notes and (c) $104.4 million of aggregate premiums and consent payments. (2) Includes underwriting discounts and commissions, bank fees and legal and accounting expenses. USE OF PROCEEDS The net proceeds to the Company from the sale of the Common Stock in the Offerings are estimated to be approximately $ million (approximately $ million if the Underwriters' over-allotment options are exercised in full), after giving effect to the receipt of an aggregate of approximately $ from the exercise of warrants by the Selling Stockholders. The Company intends to use the net proceeds of the Offerings, together with the net proceeds of the Subordinated Debt Offering, borrowings under the 1994 Credit Agreement and cash on hand, to effect the Acquisition, the Tender Offers and the Debt Redemption. See "The Acquisition and the Financing Plan." 12 15 CAPITALIZATION The following table sets forth the capitalization of the Company as of November 30, 1993, and as adjusted to reflect the Acquisition, the Offerings, the Subordinated Debt Offering and the other transactions contemplated by the Financing Plan. This table should be read in conjunction with "The Acquisition and the Financing Plan," the Unaudited Pro Forma Condensed Combined Financial Statements of the Company and the historical financial statements of the Company and EPIC and the notes thereto included or incorporated by reference in this Prospectus.
AS OF NOVEMBER 30, 1993 ----------------------------------- ACTUAL --------------------- COMBINED HEALTHTRUST EPIC AS ADJUSTED ----------- ------- ----------- (DOLLARS IN MILLIONS) LONG-TERM DEBT: Bank Indebtedness............................................................... $ 167.0 $ -- $ 671.4 10 3/4% Subordinated Notes due 2002............................................. 500.0 -- 500.0 8 3/4% Subordinated Debentures due 2005......................................... 300.0 -- 300.0 Subordinated Debt Offering...................................................... -- -- 200.0 Specified EPIC Debt Securities.................................................. -- 528.3 --(1) EPIC Redeemable Debt............................................................ -- 123.4 -- EPIC Group 15% Senior Subordinated Notes(2)..................................... -- 40.3 -- Other Debt...................................................................... 16.9 38.0 54.9 ----------- ------- ----------- Less Current Portion.......................................................... (35.6) (47.0) (42.3) ----------- ------- ----------- Total Long-Term Debt...................................................... 948.3 683.0 1,684.0 STOCKHOLDERS' EQUITY: Common Stock, $.001 par value: 400,000,000 shares authorized, 81,130,136 shares issued and outstanding(3)..................................................... 0.1 -- 0.1 EPIC common stock, $.01 par value: 100,000,000 shares authorized, 40,167,753 shares issued and outstanding(4).............................................. -- 0.4 -- Common Stock Offerings(5)....................................................... -- -- 142.9 Additional paid-in capital(6)................................................... 827.4 245.8 827.4 Deferred compensation........................................................... (0.9) (137.4) (0.9) Retained deficit................................................................ (130.8) (188.8) (130.8) ----------- ------- ----------- Total Stockholders' Equity................................................ 695.8 (80.0) 838.7 ----------- ------- ----------- Total Capitalization...................................................... $ 1,644.1 $ 603.0 $ 2,522.7 ----------- ------- ----------- ----------- ------- -----------
- --------------- (1) Assumes 100% of each issue of Specified EPIC Debt Securities is purchased in the Tender Offers. (2) EPIC has delivered redemption notices with respect to such indebtedness and will redeem such indebtedness in February 1994. (3) Excludes (i) 7,798,170 shares of Common Stock reserved for issuance under the Company's stock plans and upon exercise of options granted under the Company's stock option plans; and (ii) 3,409,219 shares of Common Stock reserved for issuance upon the exercise of Warrants. Also excludes approximately 1,000,000 shares of Common Stock to be issued and contributed by the Company to the Plan on or about May 15, 1994. (4) As of January 8, 1994. Excludes 6,227,165 shares reserved for issuance upon exercise of certain options, stock appreciation rights and warrants. (5) Excludes 3,409,219 shares of Common Stock issuable upon the exercise of Warrants, of which shares will be sold in the Offerings by the Selling Stockholders. (6) Additional paid-in capital with respect to the Company equals the total amount of (i) the net proceeds of the Company's initial public offering of Common Stock, (ii) the net proceeds of the sales of Common Stock to the ESOP, (iii) the estimated value of shares of Common Stock awarded under the Company's stock plans, (iv) the estimated aggregate fair market value of Warrants that were issued to HCA and certain other investors in connection with the Formation and the financing thereof and (v) the estimated aggregate fair market value of the Company's preferred stock surrendered by HCA upon exercise of Warrants to receive Common Stock, minus (vi) dividends paid and accrued and accretion of discount on preferred stock. In connection with the Formation, the Company issued Warrants exercisable for an aggregate of 36,874,551 shares of Common Stock (33,460,240 shares for HCA and 3,414,311 shares of certain other investors). The Company initially recorded its Warrants at an aggregate fair value of $117.0 million, or $3.18 per Warrant, as determined by an independent investment banking firm subsequent to the Formation. HCA recorded the fair value of its investment in the Warrants at $37.0 million or $1.11 per Warrant, based upon a valuation range determined by another investment banking firm. These respective values were based upon a number of assumptions and projections as to financial results, including estimates by the investment banking firms of the discounted present value of a share of Common Stock at September 17, 1987 ($3.38 in the case of the Warrant value recorded by the Company and a range of $.66 to $1.59 in the case of the Warrant value recorded by HCA). Each such estimate was based upon, among other things, certain different assumptions in the valuation of the Warrants as to the investment objectives of a purchaser of such Warrants (and, accordingly, an annual yield assumption for discounting to the date of the Formation the estimated value of a share of Common Stock at a future date) and the number of shares of Common Stock subject to the Warrants. After further review, the Company decreased the amount recorded for Warrants to $52.0 million, or $1.41 per Warrant. In addition, EPIC has received determinations of the fair value of the EPIC common stock from independent financial advisors that valued such stock at prices lower than the amount paid therefor by the EPIC ESOP in connection with the EPIC Formation. 13 16 SELECTED HISTORICAL FINANCIAL INFORMATION The following tables set forth selected historical financial information for (i) the Company for each of the years in the five-year period ended August 31, 1993 and for the three months ended November 30, 1993 and 1992; and (ii) EPIC for each of the years in the five-year period ended September 30, 1993 and for the three months ended December 31, 1993 and 1992. The selected financial information for the Company and EPIC for each of the years in the five-year periods ended August 31, 1993 and September 30, 1993, respectively, are derived from the consolidated financial statements of the Company and EPIC, each of which have been audited by Ernst & Young, independent auditors. The selected financial information for the Company and EPIC for the three months ended November 30, 1993 and 1992 and December 31, 1993 and 1992, respectively, are derived from unaudited condensed consolidated financial statements of the Company and EPIC and reflect all adjustments (consisting of normal recurring adjustments) that, in the opinion of management, are necessary for a fair presentation of such information. Operating results for the three months ended November 30, 1993 and December 31, 1993 are not necessarily indicative of the results that may be expected for the Company's fiscal year ending August 31, 1994. All information contained in the following tables should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and with the consolidated financial statements and related notes of the Company and EPIC included or incorporated by reference herein. 14 17 HEALTHTRUST, INC. - THE HOSPITAL COMPANY
THREE MONTHS ENDED NOVEMBER 30, YEAR ENDED AUGUST 31, -------------------- ------------------------------------------------------------ 1993 1992 1993 1992 1991 1990 1989 -------- ------- -------- -------- -------- -------- -------- (UNAUDITED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA) STATEMENT OF OPERATIONS DATA: Net operating revenue................... $ 622.1 $ 591.8 $2,394.6 $2,265.3 $2,025.7 $1,856.9 $1,769.1 Hospital service costs.................. 494.3 464.0 1,888.6 1,796.0 1,615.8 1,488.2 1,429.9 -------- ------- -------- -------- -------- -------- -------- 127.8 127.8 506.0 469.3 409.9 368.7 339.2 Depreciation and amortization........... 34.6 33.1 132.7 127.5 120.8 119.2 121.5 Interest expense........................ 21.6 25.6 99.8 119.6 152.6 161.1 189.8 ESOP/pension expense.................... 9.9 11.6 39.0 38.7 97.0 100.7 138.6 Deferred compensation expense........... 0.3 0.9 4.3 8.1 18.7 31.1 27.2 Other (income) expense, net............. (5.5) (3.2) (7.6) (4.6) (14.5) 23.1 14.8 -------- ------- -------- -------- -------- -------- -------- Income (loss) before minority interests, taxes and extraordinary charges............................. 66.9 59.8 237.8 180.0 35.3 (66.5) (152.7) Minority interests...................... 1.4 3.3 11.9 15.3 13.3 8.6 1.7 Income tax expense (benefit)............ 26.6 23.2 90.7 71.4 15.4 (21.9) (53.1) Extraordinary charges (net of taxes)(1)............................. -- -- 13.6 136.4 -- 5.8 -- -------- ------- -------- -------- -------- -------- -------- Net income (loss)..................... 38.9 33.3 121.6 (43.1) 6.6 (59.0) (101.3) Redeemable preferred stock dividends.... -- -- -- 24.6 76.3 65.7 58.6 -------- ------- -------- -------- -------- -------- -------- Net income (loss) to common stockholders........................ $ 38.9 $ 33.3 $ 121.6 $ (67.7) $ (69.7) $ (124.7) $ (159.9) -------- ------- -------- -------- -------- -------- -------- -------- ------- -------- -------- -------- -------- -------- EARNINGS (LOSS) PER SHARE: Before extraordinary charges............ $ 0.46 $ 0.40 $ 1.62 $ 0.90 $ (1.15) $ (2.03) $ (2.78) Extraordinary charges................... -- -- 0.16 1.78 -- 0.10 -- -------- ------- -------- -------- -------- -------- -------- Net income (loss) per common share...... $ 0.46 $ 0.40 $ 1.46 $ (0.88) $ (1.15) $ (2.13) $ (2.78) -------- ------- -------- -------- -------- -------- -------- -------- ------- -------- -------- -------- -------- --------
AS OF AS OF AUGUST 31, NOVEMBER 30, ------------------------------------------------------------ 1993 1993 1992 1991 1990 1989 --------------------- -------- -------- -------- -------- -------- (UNAUDITED) (DOLLARS IN MILLIONS) BALANCE SHEET DATA: Cash and short-term investments........... $ 167.4 $ 151.3 $ 172.6 $ 302.6 $ 230.7 $ 12.2 Working capital........................... 305.6 219.1 245.3 390.2 309.8 72.9 Total assets.............................. 2,489.0 2,536.7 2,379.7 2,445.4 2,293.8 2,210.6 Long-term debt............................ 948.3 948.6 1,033.9 1,150.0 1,155.6 1,151.3 Redeemable preferred stock................ -- -- -- 575.9 499.6 433.9 Stockholders' equity...................... 695.8 655.7 530.8 88.0 42.1 34.9
THREE MONTHS ENDED NOVEMBER 30, YEAR ENDED AUGUST 31, -------------------- ------------------------------------------------------------ 1993 1992 1993 1992 1991 1990 1989 -------- ------- -------- -------- -------- -------- -------- (UNAUDITED) (DOLLARS IN MILLIONS) OTHER DATA: EBITDA(2)............................... $ 127.8 $ 127.8 $ 506.0 $ 469.3 $ 409.9 $ 368.7 $ 339.2 EBITDA margin(3)........................ 20.5% 21.6% 21.1% 20.7% 20.2% 19.9% 19.2% Capital expenditures.................... $ 34.3 $ 39.0 $ 321.4 $ 178.1 $ 170.3 $ 120.8 $ 98.4 Ratio of EBITDA to interest expense..... 5.9x 5.0x 5.1x 3.9x 2.7x 2.3x 1.8x
- --------------- (1) Extraordinary after-tax charges relate to the early extinguishment of debt. (2) EBITDA represents net operating revenue less hospital service costs. (3) EBITDA margin represents the ratio of EBITDA to net operating revenue. 15 18 EPIC HOLDINGS, INC.
THREE MONTHS ENDED DECEMBER 31, YEAR ENDED SEPTEMBER 30, -------------------- ------------------------------------------------------------ 1993 1992 1993 1992 1991 1990 1989 -------- ------- -------- -------- -------- -------- -------- (UNAUDITED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA) STATEMENT OF OPERATIONS DATA: Net operating revenue................... $ 272.5 $ 244.4 $1,019.1 $ 941.3 $ 802.7 $ 742.4 $ 613.2 Hospital service costs.................. 236.2 215.1 873.7 809.9 683.3 631.7 520.1 -------- ------- -------- -------- -------- -------- -------- 36.3 29.3 145.4 131.4 119.4 110.7 93.1 Depreciation and amortization........... 13.1 13.8 57.9 53.0 49.3 47.5 44.4 Interest expense........................ 23.8 22.0 89.9 79.8 68.3 69.2 76.2 ESOP expense............................ 5.7 5.2 20.7 20.7 23.1 15.4 16.9 Deferred compensation expense........... 0.7 (0.5) 3.8 11.8 8.1 5.8 15.6 Other income, net....................... (0.8) (0.6) (7.2) (2.8) (4.9) (5.1) (8.2) -------- ------- -------- -------- -------- -------- -------- Loss before minority interests, taxes and extraordinary charges........... (6.2) (10.6) (19.7) (31.1) (24.5) (22.1) (51.8) Minority interests...................... 1.7 0.6 3.5 2.0 2.1 1.8 0.1 Income tax expense (benefit)............ 0.4 0.2 2.0 (9.3) (7.6) (6.6) (17.0) Extraordinary charges (net of taxes)(1)............................. -- 0.6 21.9 1.3 2.6 -- -- -------- ------- -------- -------- -------- -------- -------- Net loss.............................. (8.3) (12.0) (47.1) (25.1) (21.6) (17.3) (34.9) Redeemable preferred stock dividends.... -- -- -- 11.1 22.8 19.0 18.1 -------- ------- -------- -------- -------- -------- -------- Net loss to common stockholders....... $ (8.3) $ (12.0) $ (47.1) $ (36.2) $ (44.4) $ (36.3) $ (53.0) -------- ------- -------- -------- -------- -------- -------- -------- ------- -------- -------- -------- -------- -------- LOSS PER SHARE: Before extraordinary charges............ $ (0.21) $ (0.28) $ (0.63) $ (1.07) $ (1.71) $ (1.48) $ (2.16) Extraordinary charges................... -- 0.01 0.55 0.04 0.11 -- -- -------- ------- -------- -------- -------- -------- -------- Net loss per common share............... $ (0.21) $ (0.29) $ (1.18) $ (1.11) $ (1.82) $ (1.48) $ (2.16) -------- ------- -------- -------- -------- -------- -------- -------- ------- -------- -------- -------- -------- --------
AS OF SEPTEMBER 30, AS OF ------------------------------------------------------------ DECEMBER 31, 1993 1992 1991 1990 1989 1993 -------- -------- -------- -------- -------- (UNAUDITED) (DOLLARS IN MILLIONS) BALANCE SHEET DATA: Cash and short-term investments........... $ 89.3 $ 112.5 $ 53.8 $ 84.6 $ 69.1 $ 71.3 Working capital........................... 37.6 35.1 41.3 53.7 8.3 2.8 Total assets.............................. 898.5 875.0 780.8 763.4 758.0 743.2 Long-term debt............................ 685.2 679.6 619.4 478.3 462.5 481.4 Redeemable preferred stock................ -- -- -- 186.0 163.2 144.2 Stockholders' equity (deficit)............ (82.9) (85.3) (58.4) (101.7) (79.9) (58.9)
THREE MONTHS ENDED DECEMBER 31, YEAR ENDED SEPTEMBER 30, -------------------- ------------------------------------------------------------ 1993 1992 1993 1992 1991 1990 1989 -------- ------- -------- -------- -------- -------- -------- (UNAUDITED) (DOLLARS IN MILLIONS) OTHER DATA: EBITDA(2)............................... $ 36.3 $ 29.3 $ 145.4 $ 131.4 $ 119.4 $ 110.7 $ 93.1 EBITDA margin(3)........................ 13.3% 12.0% 14.3% 14.0% 14.9% 14.9% 15.2% Capital expenditures.................... $ 24.4 $ 11.5 $ 115.3 $ 60.1 $ 25.6 $ 40.2 $ 19.4 Ratio of EBITDA to interest expense..... 1.5x 1.3x 1.6x 1.6x 1.7x 1.6x 1.2x
- --------------- (1) Extraordinary after-tax charges relate to the early extinguishment of debt. (2) EBITDA represents net operating revenue less hospital service costs. (3) EBITDA margin represents the ratio of EBITDA to net operating revenue. 16 19 SELECTED PRO FORMA FINANCIAL INFORMATION The following selected pro forma financial information is derived from the Unaudited Pro Forma Condensed Combined Financial Statements included elsewhere in this Prospectus and is based upon the consolidated financial statements of each of the Company and EPIC, adjusted to give effect to the Acquisition and the Financing Plan. The selected pro forma statement of operations data for the year ended August 31, 1993 and the three months ended November 30, 1993 gives effect to the Acquisition and the Financing Plan as if they had occurred on September 1, 1992. The pro forma balance sheet data as of November 30, 1993 gives effect to the Acquisition and the Financing Plan as if they had occurred on November 30, 1993. All information contained in the following tables should be read in conjunction with "The Acquisition and the Financing Plan," "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations," the Unaudited Pro Forma Condensed Combined Financial Statements of the Company and the consolidated financial statements and related notes of the Company and EPIC included or incorporated by reference herein.
PRO FORMA --------------------------- THREE MONTHS ENDED YEAR ENDED NOVEMBER 30, AUGUST 31, 1993 1993 ------------ ---------- (UNAUDITED) (DOLLARS IN MILLIONS EXCEPT PER SHARE DATA) STATEMENT OF OPERATIONS DATA: Net operating revenue............................................... $ 894.6 $3,413.7 Hospital service costs.............................................. 730.5 2,762.3 ------------ ---------- 164.1 651.4 Depreciation and amortization....................................... 50.7 202.7 Interest expense.................................................... 35.2 151.2 ESOP/pension expense................................................ 15.5 59.7 Deferred compensation expense....................................... 0.3 4.3 Other income, net................................................... (3.1) (6.8) ------------ ---------- Income before minority interests, taxes and extraordinary charges... 65.5 240.3 Minority interests.................................................. 3.1 15.4 Income tax expense.................................................. 26.3 95.4 ------------ ---------- Net income before extraordinary charges............................. $ 36.1 $ 129.5 ------------ ---------- ------------ ---------- Earnings per share before extraordinary charges..................... $ 0.40 $ 1.46 ------------ ---------- ------------ ----------
AS OF NOVEMBER 30, 1993 ------------ (UNAUDITED) (DOLLARS IN MILLIONS) BALANCE SHEET DATA: Cash and short-term investments..................................... $ 20.0 Working capital..................................................... 104.6 Total assets........................................................ 3,645.7 Long-term debt...................................................... 1,684.0 Stockholders' equity................................................ 838.7
THREE MONTHS ENDED YEAR ENDED NOVEMBER 30, AUGUST 31, 1993 1993 ------------ ---------- OTHER DATA: EBITDA(1)........................................................... $ 164.1 $ 651.4 EBITDA margin(2).................................................... 18.3% 19.1% Capital expenditures................................................ $ 58.7 $ 436.7 Ratio of EBITDA to interest expense................................. 4.7x 4.3x
- --------------- (1) EBITDA represents net operating revenue less hospital service costs. (2) EBITDA margin represents the ratio of EBITDA to net operating revenue. 17 20 SELECTED OPERATING STATISTICS The following tables set forth certain operating statistics for the hospitals operated by the Company and EPIC for each of the periods indicated. HEALTHTRUST, INC. - THE HOSPITAL COMPANY
YEAR ENDED AUGUST 31, ------------------------------------ 1993 1992 1991 ---------- ---------- ---------- (DOLLARS IN MILLIONS) HISTORICAL OPERATING DATA: Number of hospitals........................................ 81 81 85 Bed capacity(1)............................................ 11,233 11,374 11,607 Gross revenue:(2) Inpatient................................................ $ 2,594.2 $ 2,439.3 $ 2,148.6 Outpatient............................................... $ 1,181.6 $ 1,021.9 $ 814.2 Net operating revenue(3)................................... $ 2,394.6 $ 2,265.3 $ 2,025.7 Patient days............................................... 1,541,536 1,616,340 1,658,061 Adjusted patient days(4)................................... 2,243,677 2,293,453 2,286,357 Average length of stay (days).............................. 5.4 5.5 5.7 Admissions................................................. 284,606 291,599 293,344 Adjusted admissions(5)..................................... 414,239 413,755 404,502 Occupancy rate(6).......................................... 40.5% 40.2% 40.4% EBITDA margin(7)........................................... 21.1% 20.7% 20.2%
EPIC HOLDINGS, INC.
YEAR ENDED SEPTEMBER 30, ------------------------------------ 1993 1992 1991 ---------- ---------- ---------- (DOLLARS IN MILLIONS) HISTORICAL OPERATING DATA: Number of hospitals........................................ 34 35 34 Bed capacity(1)............................................ 4,444 4,332 4,296 Net operating revenue:(3) Acute inpatient net revenue.............................. $ 469.2 $ 489.1 $ 454.4 Outpatient net revenue................................... 317.2 282.1 234.7 Other net revenue(8)..................................... 232.7 170.1 113.6 ---------- ---------- ---------- Net operating revenue(3)................................... $ 1,019.1 $ 941.3 $ 802.7 Patient days............................................... 589,283 641,373 643,210 Adjusted patient days(4)................................... 943,355 940,046 906,640 Average length of stay (days).............................. 5.8 6.0 6.0 Admissions................................................. 101,487 106,990 106,534 Adjusted admissions(5)..................................... 162,466 156,813 150,134 Occupancy rate(6).......................................... 39% 40% 41% EBITDA margin(7)........................................... 14.3% 14.0% 14.9%
- --------------- (1) Average number of licensed beds during the period. "Licensed beds" are those beds for which a facility has been granted approval to operate from the appropriate state licensing agency. (2) Gross revenue represents the hospitals' standard charges for services performed prior to any contractual adjustments and/or policy discounts. (3) Net operating revenue represents gross revenue less any contractual adjustments and/or policy discounts. (4) Represents actual patient days adjusted to include outpatient and emergency room services by multiplying actual patient days by the sum of inpatient revenue and outpatient revenue and dividing the result by inpatient revenue. (5) Represents actual admissions adjusted to include outpatient and emergency room services by multiplying actual admissions by the sum of inpatient revenue and outpatient revenue and dividing the result by inpatient revenue. (6) Based on the number of licensed beds in service. (7) EBITDA margin for each period presented refers to the result obtained by dividing (i) net operating revenue less hospital service costs by (ii) net operating revenue. (8) Other net revenue includes revenue from skilled nursing, rehabilitation and geropsychiatric units, home health visits and management contract fees. 18 21 DESCRIPTION OF EPIC EPIC is a health care services provider that owns and operates acute care hospitals and related health care businesses. EPIC owns and operates 34 general acute care hospitals with a total of 4,444 licensed beds and has approximately 11,200 full time equivalent employees. EPIC's hospitals offer inpatient, outpatient and other specialty services and are situated primarily in suburban locations and cities in 10 southern, southwestern and western states. Twenty-seven of EPIC's hospitals are located in Texas, California, Oklahoma or Louisiana. EPIC also owns or manages (i) associated medical office buildings, as well as related health care businesses, (ii) two long-term care facilities, (iii) certain vacant developed and undeveloped properties and (iv) a 238,000 square foot office facility in Dallas, Texas which serves as its administrative support center. EPIC is also constructing a 125-bed acute care facility in Mandeville, Louisiana which is expected to be completed in June 1994. As of December 6, 1993, the EPIC ESOP, which was established to increase incentives to EPIC employees and to finance the EPIC Formation, owned approximately 60.8% (53% on a fully-diluted basis) of the EPIC common stock outstanding. Pursuant to the ESOP Agreement and in connection with the Acquisition, contributions to the EPIC ESOP will be terminated. EPIC, through a group of its subsidiaries, is developing other healthcare businesses which provide outpatient and health care management services. As of November 30, 1993, these EPIC subsidiaries, among other things, provided home health and rehabilitation services, managed eight non-EPIC owned hospitals, managed four EPIC-owned outpatient surgery centers, owned and managed two diagnostic imaging centers, owned one patient transport company, managed 56 geropsychiatric and skilled nursing units (46 of which are at non-EPIC hospitals) and six partial day hospital programs, owned one long-term care hospital and managed another long-term care hospital. These businesses generated approximately $232.7 million of net operating revenue for the fiscal year ended September 30, 1993. PROPERTIES The following table sets forth certain information relating to each of the hospitals operated by the Company at November 1, 1993 and by EPIC at September 30, 1993, grouped by state. Hospitals operated by EPIC appear in italicized type. Unless otherwise noted below, all hospitals are wholly-owned by subsidiaries of the Company or EPIC.
NUMBER OF STATE NAME LOCATION LICENSED BEDS - --------------------------------------------------------------- ------------------------------- Alabama Andalusia Hospital Andalusia 77 Crestwood Hospital Huntsville 120 Selma Medical Center Selma 214 Arizona El Dorado Hospital & Medical Center Tucson 166 Northwest Hospital Tucson 150 Arkansas DeQueen Regional Medical Center DeQueen 122 *Medical Park Hospital Hope 91 California Chino Community Hospital Chino 118 Palm Drive Hospital Sebastopol 56 *Healdsburg General Hospital Healdsburg 49 *Mission Bay Memorial Hospital San Diego 150 *Visalia Community Hospital Visalia 52 Westside Hospital(1) Los Angeles 87
19 22
NUMBER OF STATE NAME LOCATION LICENSED BEDS - --------------------------------------------------------------- ------------------------------- Florida North Okaloosa Medical Center Crestview 110 Palm Beach Regional Hospital Lake Worth 200 East Pointe Hospital Lehigh Acres 88 Palms West Hospital Loxahatchee 117 Santa Rosa Medical Center(2) Milton 129 Plantation General Hospital(3) Plantation 264 Edward White Hospital St. Petersburg 167 South Bay Hospital Sun City Center 112 *Clearwater Community Hospital(4) Clearwater 133 *Lake City Medical Center Lake City 75 Georgia Doctors Hospital(5) Columbus 248 Lanier Park Regional Hospital Gainesville 124 *Barrow Medical Center Winder 60 Idaho West Valley Medical Center Caldwell 150 Eastern Idaho Regional Medical Center Idaho Falls 286 Indiana Terre Haute Regional Hospital Terre Haute 284 Kentucky Scott General Hospital Georgetown 75 Spring View Hospital Lebanon 113 PineLake Medical Center Mayfield 116 Meadowview Regional Hospital Maysville 111 Bourbon General Hospital Paris 60 Logan Memorial Hospital Russellville 100 Louisiana Medical Center of Baton Rouge Baton Rouge 225 Medical Center of SW Louisiana Lafayette 166 Women's and Children's Hospital(6) Lafayette 93 Lakeside Hospital Metairie 186 Dauterive Hospital New Iberia 113 Doctor's Hospital of Opelousas(7)(8) Opelousas 133 *Highland Park Hospital Covington 104 *Riverview Medical Center Gonzales 104 Mississippi Vicksburg Medical Center Vicksburg 144 *Garden Park Community Hospital(9) Gulfport 120 Missouri Springfield Community Hospital Springfield 200 North Carolina Davis Community Hospital Statesville 149 The Brunswick Hospital(10) Supply 60 Heritage Hospital Tarboro 127 Oklahoma Edmond Regional Medical Center Edmond 139 Wagoner Community Hospital(11) Wagoner 100 *Claremore Hospital Claremore 89 *Doctor's Medical Center Tulsa 211 *Southwestern Medical Center Lawton 108 Oregon McMinnville Community Hospital McMinnville 80 Douglas Community Hospital Roseburg 118 South Carolina Marlboro Park Hospital Bennettsville 111 Chesterfield General Hospital Cheraw 72 Colleton Regional Hospital Walterboro 131 Doctor's Memorial Hospital(8)(12) Spartanburg 108
20 23
NUMBER OF STATE NAME LOCATION LICENSED BEDS - --------------------------------------------------------------- ------------------------------- Tennessee Smith County Memorial Hospital Carthage 66 Sycamore Shoals Hospital Elizabethton 100 Trinity Hospital Erin 40 Hendersonville Hospital(13) Hendersonville 120 Johnson City Specialty Hospital(14) Johnson City 39 North Side Hospital(15) Johnson City 154 Crockett Hospital Lawrenceburg 106 Livingston Regional Hospital Livingston 106 River Park Hospital(16) McMinnville 89 South Pittsburg Municipal Hospital(17) South Pittsburg 107 Southern Tennessee Medical Center(18) Winchester 212 Stones River Hospital Woodbury 85 Texas Northeast Community Hospital Bedford 200 Valley Regional Medical Center Brownsville 158 Brownwood Regional Hospital(19) Brownwood 218 Doctors Hospital(20) Conroe 135 Medical Center Hospital Conroe 182 El Campo Memorial Hospital El Campo 41 Gilmer Medical Center Gilmer 46 Sun Belt Regional Medical Center(21) Houston 273 Midway Park Medical Center Lancaster 90 Longview Regional Hospital Longview 80 Woodland Heights Medical Center Lufkin 117 Coronado Hospital Pampa 115 Bayshore Medical Center Pasadena 469 Detar Hospital Victoria 303 Gulf Coast Medical Center Wharton 161 *Alice Physicians & Surgeons Hospital Alice 131 *Alvin Community Hospital Alvin 86 *Coastal Bend Hospital Aransas Pass 75 *Denton Regional Medical Center Denton 297 Doctor's Hospital of Laredo(22) Laredo 91 *Fort Bend Community Hospital Missouri City 80 *Katy Medical Center Katy 103 Mainland Regional Healthcare System(23) Texas City 430 Medical Arts Hospital(8) Dallas 72 Medical Arts Hospital(8) Texarkana 110 *Medical Plaza Hospital Sherman 164 North Texas Medical Center McKinney 270 *Parkway Hospital Houston 262 *Riverside Hospital Corpus Christi 89 *Round Rock Community Hospital Round Rock 75 Terrell Community Hospital(23) Terrell 101 *Westbury Hospital Houston 134 Utah Lakeview Hospital Bountiful 128 Brigham City Community Hospital Brigham City 50 Mountain View Hospital Payson 118 Castleview Hospital Price 88 Ashley Valley Medical Center Vernal 39 Pioneer Valley Hospital West Valley City 139
21 24
NUMBER OF STATE NAME LOCATION LICENSED BEDS - --------------------------------------------------------------- ------------------------------- Virginia Northern Virginia Doctors Hospital Arlington 267 Montgomery Regional Hospital Blacksburg 146 Pulaski Community Hospital Pulaski 153 Washington Capital Medical Center Olympia 110 Wyoming Riverton Memorial Hospital Riverton 70
- --------------- * The land, building, and improvements are owned by EPIC Properties, are subject to the Mortgages (as hereinafter defined), and are leased to EPIC Master Leasing, Inc. ("Master Leasing") pursuant to a lease. (1) Owned by a limited partnership of which 28.7% of the interest is held by non-EPIC limited partners. The limited partnership has leased the hospital to a joint venture of which approximately 23.7% is held by non-EPIC minority owners. (2) Lease expires in 2005, unless landlord exercises option to purchase facility for book value in 1995. (3) Operated by a partnership of which the Company is the general partner owning 53% and certain physicians are limited partners owning 47%. (4) Operated by a limited partnership of which approximately 18.0% of the interest is held by non-EPIC limited partners. (5) Owned by the Company as a tenancy in common with physicians having a minority interest of 40.5%. (6) Ground lease expires in 2011; there are two ten-year optional renewal terms. (7) Operated by a limited partnership of which approximately 23.0% of the interest is held by non-EPIC limited partners. (8) The facility is leased from a third party other than EPIC Properties. (9) Operated by a limited partnership in which investors other than EPIC receive the first $2 million earned by the partnership after payment of the lease payments due to EPIC ($3 million per year, increasing by 15% per year), and EPIC is entitled to 60% of all additional earnings. (10) Lease expires in 1994. (11) Lease expires in 2007. (12) Operated by a limited partnership of which approximately 15% of the interest is held by non-EPIC limited partners. (13) Owned by a partnership of which the Company is the general partner owning 83% and certain physicians are limited partners owning 17%. (14) Owned by a partnership of which the Company is the general partner owning 87% and certain physicians are limited partners owning 13%. (15) Owned by the Company as a tenancy in common with physicians having a minority interest of 30.25%. (16) Owned by a partnership of which the Company is the general partner owning 78% and certain physicians are limited partners owning 22%. (17) Managed by the Company for profits and losses attributable thereto with an option to buy for $50,000 and the provision for full payment of all outstanding indebtedness issued in connection with the construction of the hospital. The Company's management contract for this facility expires in 1999. (18) Includes a leased (lease expires in 2020) hospital campus located in Sewanee, Tennessee with 50 licensed beds. (19) Lease expires in 2000; there are two optional renewal terms of ten years each. (20) Initial term of lease expires in 2006; there are three optional renewal terms of ten years each. The Company has an option to buy this facility for an amount determined in accordance with a specified formula. (21) Includes a hospital campus located at Channelview, Texas with 96 licensed beds. (22) Operated by a limited partnership of which approximately 22.125% of the interest is held by non-EPIC limited partners. (23) The hospital consists of two facilities, one of which is leased from a third party. The Company is engaged from time to time in discussions relating to proposed sales of certain of its hospitals and of minority interests in, or joint ventures with medical staff physicians or others with respect to, certain other facilities. However, except as noted in the table above, as of November 1, 1993, no definitive arrangements with respect to any sales or joint ventures had been agreed upon by the Company. The Company also owns (i) a 50% interest in a general partnership with Orlando Regional Medical Center, Inc., which partnership owns South Seminole Community Hospital (126 beds) in Longwood, Florida; (ii) a 50% interest in a general partnership with Presbyterian Hospital of Charlotte, which partnership owns Orthopaedic Hospital of Charlotte (166 beds) in Charlotte, North Carolina; and (iii) a 25% interest in a general partnership with AMI, which partnership owns Encino Hospital (188 beds) in Encino, California and Tarzana Medical Center (177 beds) in Tarzana, California. The Company has also formed a joint venture with Austin Diagnostic Clinic, P.A. for the purpose of constructing and operating an integrated healthcare facility in Austin, Texas. This facility, currently under construction, will consist of a 180-bed hospital, a diagnostic and treatment center and a medical office building. Following completion of construction the Company will manage the hospital. In addition, the Company, through its subsidiaries or joint venture arrangements, owns, leases or manages approximately 120 medical office buildings with physicians' office 22 25 space and various parcels of undeveloped land, substantially all of which are adjacent to its hospitals. The Company also occupies approximately 65,000 square feet of corporate office space in Nashville, Tennessee. Twenty-four of the 34 EPIC hospitals are owned by EPIC Properties, a wholly-owned subsidiary of EPIC, and are subject to mortgages (the "Mortgages") granted in connection with the issuance of the EPIC Mortgage Notes. EPIC Properties leases these 24 hospitals to Master Leasing, a wholly-owned subsidiary of EPIC. With respect to these 24 hospitals, EPIC has agreed to indemnify EPIC Properties, the trustee under the indenture governing the EPIC Mortgage Notes (the "Mortgage Notes Trustee"), all holders of the EPIC Mortgage Notes and each of their respective subsidiaries, directors, officers, agents, successors and assigns from liabilities relating to the presence of hazardous wastes, any medical or infectious wastes, or substances in the soil or ground water of any real property on which such hospitals are located in concentrations that the applicable federal or state environmental agency would require remedial action to correct (the "Environmental Indemnity"). Pursuant to the Environmental Indemnity, EPIC is obligated to remediate or to cause to be remediated any spill, leak, disposal, discharge or release of certain materials on or beneath any property occurring during the period that the EPIC Mortgage Notes remain outstanding. EPIC Properties has collaterally assigned the Environmental Indemnity to the Mortgage Notes Trustee. 23 26 PRICE RANGE OF COMMON STOCK The Common Stock is listed on the NYSE under the symbol "HTI." On February 24, 1994, the last sale price of the Common Stock, as reported on the NYSE, was $28 5/8 per share. The following table sets forth the high and low sale prices of the Common Stock for the periods indicated as reported by the NYSE Composite Tape since the initial public offering of the Common Stock on December 13, 1991:
FISCAL YEAR ENDED AUGUST 31, 1992 HIGH LOW ------------------------------------------------------------------- ---- ---- Second Quarter (beginning December 13, 1991).................. $23 3/4 $13 5/8 Third Quarter................................................. 20 5/8 14 1/8 Fourth Quarter................................................ 17 1/4 13 1/8 FISCAL YEAR ENDED AUGUST 31, 1993 ------------------------------------------------------------------- First Quarter................................................. 17 7/8 11 7/8 Second Quarter................................................ 19 7/8 12 Third Quarter................................................. 19 1/8 13 3/8 Fourth Quarter................................................ 21 7/8 17 3/8 FISCAL YEAR ENDING AUGUST 31, 1994 ------------------------------------------------------------------- First Quarter................................................. 24 3/4 19 3/4 Second Quarter (through February 24, 1994).................... 29 5/8 22 1/2
24 27 DIVIDEND POLICY The Company has never paid dividends on its Common Stock. The Company currently intends to retain earnings for working capital, capital expenditures, general corporate purposes and reduction of outstanding indebtedness. Accordingly, the Company does not expect to pay dividends in the foreseeable future. In addition, the declaration and payment of dividends on the Common Stock are prohibited by the terms of the Company's existing bank credit facility and restricted by the indentures governing certain of the Company's other long term indebtedness (including the indenture pursuant to which the indebtedness to be issued in the Subordinated Debt Offering will be issued), and the Company anticipates that similar prohibitions will be included in the 1994 Credit Agreement. SELLING STOCKHOLDERS The Selling Stockholders listed in the table below have agreed to sell the number of shares of Common Stock set forth opposite their respective names. All such shares of Common Stock are being sold in the Offerings upon exercise of Warrants held by the Selling Stockholders at an exercise price of $5.30 per share. The table sets forth information with respect to the beneficial ownership of the Common Stock immediately prior to the consummation of the Offerings and as adjusted to reflect the sale of the Common Stock pursuant to the Offerings. None of the Selling Stockholders has had any position, office or other material relationship with the Company or its affiliates within the past three years.
BENEFICIAL OWNERSHIP BENEFICIAL PRIOR TO THE OWNERSHIP OFFERINGS AFTER THE OFFERINGS ------------------- NUMBER ------------------- NUMBER OF OF SHARES NUMBER OF SELLING STOCKHOLDERS SHARES PERCENT BEING OFFERED SHARES PERCENT - ------------------------------------- --------- ------- ------------- --------- -------
25 28 DESCRIPTION OF CAPITAL STOCK The authorized capital stock of the Company consists of (i) 400,000,000 shares of Common Stock and (ii) 78,000,000 shares of preferred stock, par value $.001 per share (the "Preferred Stock"), of which 1,000,000 shares have been designated as Series A Junior Preferred Stock. As of February 1, 1994, there were 81,207,077 shares of Common Stock outstanding and no shares of Preferred Stock outstanding. The following summary description of the Company's capital stock is qualified by reference to the Company's amended and restated Certificate of Incorporation (the "Certificate") and By-Laws and the Rights Agreement, dated as of July 8, 1993, between the Company and First Union National Bank of North Carolina, as Rights Agent (the "Rights Agreement"). Capital Stock Each share of Common Stock entitles the holder thereof to one vote on all matters submitted to a vote of stockholders. Subject to preferential rights that may be applicable to any outstanding Preferred Stock, holders of Common Stock are entitled to receive ratably such dividends as may be declared by the Board of Directors out of funds legally available therefor. See "Dividend Policy." In the event of a liquidation, dissolution or winding up of the Company, holders of Common Stock are entitled to share ratably in all assets remaining after payment of liabilities and subject to the liquidation preference of any outstanding Preferred Stock. Holders of Common Stock have no cumulative voting rights and no preemptive, subscription, redemption or conversion rights. The transfer agent and registrar for the Common Stock is First Union National Bank of North Carolina. Pursuant to the Rights Agreement, attached to each share of Common Stock (including the Common Stock offered hereby) is one preferred stock purchase right (a "Right") that, when exercisable, entitles the holder thereof to purchase one one-hundredth of a share of Series A Junior Preferred Stock at a price (the "Exercise Price") of $75, subject to adjustment. The Rights generally become exercisable ten days after the earlier of (i) a public announcement that a person or group beneficially owns 15% or more of any class of the Company's voting stock (a "15% Interest") or (ii) the commencement, or announcement of the intent to commence, a tender offer which would result in any person or group acquiring a 15% Interest (in either case unless approved by the Company's Continuing Directors, as defined in the Rights Agreement). Following the acquisition by a person or group of a 15% Interest, the Rights held by such person or group (and certain affiliates, associates and transferees thereof) become null and void. Following certain events (including a person or group acquiring a 15% Interest, a merger or a sale of a majority of the Company's assets), exercise of the Rights entitles the holders thereof to receive Common Stock or common stock of the acquiring corporation, or cash, property or other securities, with a market value equal to twice the Exercise Price. The Rights expire on July 8, 2003 and may be redeemed by the Company (with the approval of the Continuing Directors) for $.01 per Right until the tenth day after a person or group acquires a 15% Interest. At any time after a person or group acquires a 15% Interest and until such person or group acquires 50% or more of any class of the Company's voting stock, the Company (with the approval of the Continuing Directors) may exchange each Right for one share of Common Stock. Certificate and By-laws The Certificate and the By-laws provide that (i) the Board of Directors consists of a minimum of five and a maximum of fifteen directors, divided into three classes serving staggered three-year terms, and such provisions may not be amended without the affirmative vote of the holders of at least 80% of the Company's outstanding voting stock; (ii) directors may be removed only for cause; and (iii) special meetings may be called only by the Board of Directors. In addition, the Board of Directors is authorized, without further stockholder approval, to establish and issue one or more series of Preferred Stock and determine the rights, preferences and limitations thereof. The foregoing provisions of the Certificate and By-laws, together with the ability of the Board of Directors to issue Preferred Stock and the effects of the Rights described above, could discourage or delay a change of control of the Company and the removal of the Company's management. Recent Developments On February 15, 1994, Mellon Bank corporation ("Mellon") filed with the Commission a report on Schedule 13G stating that Mellon and its subsidiaries, in various fiduciary capacities, beneficially own 5,230,000 shares of Common Stock, representing approximately 6.4% of the Common Stock outstanding on such date. 26 29 CERTAIN UNITED STATES TAX CONSEQUENCES TO NON-UNITED STATES HOLDERS The following is a general summary of certain United States federal income and estate tax consequences expected to result under current law from the purchase, ownership, sale or other taxable disposition of Common Stock by any person that is (as to the United States) a foreign corporation, a foreign partnership, a nonresident alien individual, or a nonresident alien fiduciary of an estate or trust the income of which is not subject to United States taxation regardless of its source (a "Non-U.S. Holder"). This summary does not address all aspects of United States federal income and estate taxes that may be relevant to Non-U.S. Holders in light of their personal circumstances or to certain types of Non-U.S. Holders that may be subject to special treatment under United States federal income tax laws (for example, insurance companies, tax exempt organizations, financial institutions or broker-dealers). Furthermore, this summary does not discuss any aspects of foreign, state or local taxation. This summary is based on current provisions of the Internal Revenue Service Code of 1986, as amended (the "Code"), existing and proposed regulations promulgated thereunder and administrative and judicial interpretations thereof, all of which are subject to change. This summary does not constitute, and should not be viewed as, legal or tax advice to prospective purchasers. Each prospective purchaser of Common Stock is advised to consult its own tax advisor with respect to the tax consequences of acquiring, holding and disposing of Common Stock. DIVIDENDS The Company does not expect to pay dividends on its Common Stock in the foreseeable future. See "Dividend Policy." Except as described below and subject to the discussion below regarding the Foreign Investment in Real Property Tax Act ("FIRPTA"), dividends paid to a Non-U.S. Holder of Common Stock generally will be subject to withholding of United States federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. In determining the applicability of a tax treaty that provides for a lower rate of withholding, dividends paid to an address in a foreign country are presumed under current Treasury regulations to be paid to a resident of that country. Under proposed Treasury regulations, however, a Non-U.S. Holder would be required to file certain forms in order to claim the benefit of an applicable treaty rate. Any dividends that are effectively connected with the conduct of a trade or business of the Non-U.S. Holder within the United States generally will not be subject to the 30% withholding tax (provided that the required forms are filed), but will be taxed at ordinary federal income tax rates. If the Non-U.S. Holder is a foreign corporation, such effectively connected income may also be subject to an additional United States "branch profits tax." The Company must report annually to the Internal Revenue Service (the "IRS") and to each Non-U.S. Holder the amount of dividends paid to, and tax withheld from dividends received by, such Non-U.S. Holder. These information reporting requirements apply even if withholding is reduced or eliminated by an applicable tax treaty. This information also may be made available to the tax authorities of the country in which the Non-U.S. Holder resides. SALE OR DISPOSITION OF COMMON STOCK Except as described below in this paragraph and subject to the discussion below regarding FIRPTA, a Non-U.S. Holder generally will not be subject to United States federal income tax (and no amount generally will be withheld) in respect of any gain recognized on a sale or other taxable disposition of Common Stock. However, capital gain that is effectively connected with the conduct of a trade or business of the Non-U.S. Holder in the United States will be taxed at ordinary federal income tax rates (subject to a 28% maximum tax rate for long-term capital gains of individuals). Moreover, a Non-U.S. Holder who is a nonresident alien individual and who holds the Common Stock as a capital asset generally will be taxed at a rate of 30% on capital gain if (i) he is present in the United States for 183 or more days in the taxable year of sale or other disposition and (ii) either the gain is attributable to a fixed place of business maintained by him in the United States or he has a "tax home" (as defined in the Code) in the United States. An applicable treaty may provide for different rules. 27 30 FEDERAL ESTATE TAXES Common Stock held by an individual Non-U.S. Holder at the time of death will be included in such Non-U.S. Holder's gross estate for United States federal estate tax purposes, unless an applicable state tax treaty provides otherwise. FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT If a Non-U.S. Holder's gain or loss upon the sale, exchange or redemption of Common Stock (including dividend distributions treated as redemptions or partial liquidations under United States federal income tax rules) is subject to FIRPTA, such gain or loss will be treated as effectively connected with a trade or business engaged in by such Non-U.S. Holder within the United States and thus will be subject to United States income tax at the ordinary rates. The FIRPTA provisions would apply to the Common Stock only if the Company has been or becomes a "United States real property holding corporation" within the meaning of the Code ("USRPHC"). It is possible that the Company is or, in the future, will be a USRPHC. However, even if the Company is a USRPHC, if the Common Stock is regularly traded on an established securities market (as it is currently), FIRPTA will apply only to a Non-U.S. Holder that beneficially owns, directly or indirectly, more than 5% of the fair market value of the Common Stock at any time during the 5-year period ending on the date of disposition (or such shorter period that such Common Stock was held). INFORMATION REPORTING AND BACKUP WITHHOLDING Backup withholding (which generally is a withholding tax imposed at the rate of 31% on certain payments to persons that fail to furnish the information required under the United States information reporting requirements) and information reporting with respect to backup withholding generally will not apply to dividends paid to Non-U.S. Holders at an address outside of the United States. The payment of the proceeds from the disposition of Common Stock to or through the United States office of a broker will be subject to information reporting and backup withholding unless the payee under penalties of perjury certifies, among other things, its status as a Non-U.S. Holder, or otherwise establishes an exemption. The payment of the proceeds from the disposition of Common Stock to or through a non-U.S. office of a non-U.S. broker will generally, except as noted below, not be subject to backup withholding and information reporting. In the case of the payment of proceeds from the disposition of Common Stock through a non-U.S. office of a broker that is a United States person or a "U.S. related person," existing regulations require information reporting on the payment unless the broker has documentary evidence in its files that the owner is a Non-U.S. Holder and the broker has no actual knowledge to the contrary. For this purpose, a "U.S. related person" is (i) a "controlled foreign corporation" for United States federal income tax purposes (generally, a foreign corporation controlled by United States shareholders) or (ii) a foreign person 50% or more of whose gross income from all sources for a certain period is derived from activities that are effectively connected with the conduct of a United States trade or business. Proposed regulations contain a similar rule with respect to information reporting by a non-U.S. office of a broker that is a United States person or a U.S. related person. However, under the proposed regulations, such a person may only rely on documentary evidence to avoid information reporting if the foreign office "effects" the sale at such foreign office. The existing regulations state that payments of sale proceeds made through a foreign office of a broker that is a United States person or a U.S. related person will not be subject to backup withholding until provided otherwise, and proposed regulations state that backup withholding will not apply to such payments (absent actual knowledge that the payee is a United States person) where the foreign office "effects" the sale at such foreign office. All corporations are exempt payees for purposes of backup withholding and the corresponding information reporting. Amounts withheld under the backup withholding rules from a payment to a Non-U.S. Holder will be allowed as a refund of or a credit against such Non-U.S. Holder's United States federal income tax, provided that the required information is furnished to the IRS. 28 31 UNDERWRITING Subject to the terms and conditions set forth in a U.S. purchase agreement (the "U.S. Purchase Agreement") among the Company, the Selling Stockholders and each of the underwriters named below (the "U.S. Underwriters"), and concurrently with the sale of shares of Common Stock to the International Underwriters (as defined below), the Company and the Selling Stockholders severally have agreed to sell to the U.S. Underwriters, and each of the U.S. Underwriters severally has agreed to purchase from the Company and the Selling Stockholders, the aggregate number of shares of Common Stock set forth opposite its name below.
NUMBER OF U.S. UNDERWRITERS SHARES ------------------------------------------------------------------------ --------- Merrill Lynch, Pierce, Fenner & Smith Incorporated .............................................. Donaldson, Lufkin & Jenrette Securities Corporation..................... --------- Total ..................................................... --------- ---------
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") are acting as representatives (the "U.S. Representatives") of the U.S. Underwriters. The Company and the Selling Stockholders also have entered into a purchase agreement (the "International Purchase Agreement") with certain underwriters outside the United States (the "International Underwriters" and, together with the U.S. Underwriters, the "Underwriters"), for whom Merrill Lynch International Limited and DLJ are acting as representatives (the "International Representatives"). Subject to the terms and conditions set forth in the International Purchase Agreement, and concurrently with the sale of shares of Common Stock to the U.S. Underwriters pursuant to the U.S. Purchase Agreement, the Company and the Selling Stockholders have agreed to sell to the International Underwriters, and the International Underwriters severally have agreed to purchase from the Company and the Selling Stockholders, an aggregate of shares of Common Stock. The initial public offering price per share and the total underwriting discount per share are identical under the U.S. Purchase Agreement and the International Purchase Agreement. In the U.S. Purchase Agreement and the International Purchase Agreement, the several U.S. Underwriters and the several International Underwriters, respectively, have agreed, subject to the terms and conditions set forth therein, to purchase all of the shares of Common Stock being sold pursuant to each such Agreement if any of the shares of Common Stock being sold pursuant to each such agreement are purchased. Under certain circumstances, the commitments of non-defaulting U.S. Underwriters or International Underwriters (as the case may be) may be increased. Sales of Common Stock to be purchased by the U.S. Underwriters and the International Underwriters are conditioned upon one another. The U.S. Underwriters and the International Underwriters have entered into an intersyndicate agreement (the "Intersyndicate Agreement") that provides for the coordination of their activities. The Underwriters are permitted to sell shares of Common Stock to each other for purposes of resale at the initial public offering price, less an amount not greater than the selling concession. Under the terms of the Intersyndicate agreement, the U.S. Underwriters and any dealer to whom they sell shares of Common Stock will not offer to sell or sell shares of Common Stock to persons who are non-United States persons or to persons they believe intend to resell to persons who are non-United States persons, and the International Underwriters and any dealer to whom they sell shares of Common stock will not offer to sell or sell shares of Common Stock to United States persons or to persons they believe intend to resell to United States persons, except in each case for transactions pursuant to such agreement. The U.S. Representatives have advised the Company that the U.S. Underwriters propose initially to offer the shares of Common Stock to the public at the initial public offering price set forth on the cover page of this Prospectus, and to certain dealers at such price less a concession not in excess of $ per share. The U.S. 29 32 Underwriters may allow, and such dealers may reallow, a discount not in excess of $ per share on sales to certain other dealers. After the initial public offering, the public offering price, concession and discount may be changed. The Company has granted an option to the U.S. Underwriters, exercisable during the 30-day period after the date of this Prospectus, to purchase up to an aggregate of additional shares of Common Stock at the initial public offering price set forth on the cover page of this Prospectus, less the underwriting discount. The U.S. Underwriters may exercise this option only to cover over-allotments, if any, made on the sale of Common Stock offered hereby. To the extent that the U.S. Underwriters exercise this option, each U.S. Underwriter will be obligated, subject to certain conditions, to purchase the number of additional shares of Common Stock proportionate to such U.S. Underwriter's initial amount reflected in the foregoing table. The Company also has granted an option to the International Underwriters, exercisable during the 30-day period after the date of this Prospectus, to purchase up to an aggregate of additional shares of Common Stock to cover overallotments, if any, on terms similar to those granted to the U.S. Underwriters. The Common Stock is listed on the NYSE under the symbol "HTI." The Company, the Selling Stockholders and the several Underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. Each of the U.S. Underwriters, from time to time, performs investment banking and other financial services for the Company. Merrill Lynch and DLJ are acting as financial advisors to the Company in connection with the Acquisition. In addition, the Company has retained DLJ and Merrill Lynch as Dealer Managers for the Tender Offers and as underwriters for the Subordinated Debt Offering. LEGAL MATTERS The validity of the Common Stock offered hereby and certain other legal matters relating to the Offerings will be passed upon for the Company by Dewey Ballantine, New York, New York. Certain legal matters will be passed upon for the Underwriters by Davis Polk & Wardwell, New York, New York. Morton A. Pierce and Robert M. Smith, both members of Dewey Ballantine, are Assistant Secretaries of the Company. In addition, certain members of Dewey Ballantine and certain associates of the firm beneficially own shares of Common Stock. EXPERTS The consolidated financial statements of Healthtrust, Inc. - The Hospital Company, EPIC Holdings, Inc., and EPIC Healthcare Group, Inc. appearing or incorporated by reference in this Prospectus and Registration Statement have been audited by Ernst & Young, independent auditors, to the extent indicated in their reports thereon also appearing elsewhere herein and in the Registration Statement or incorporated by reference. Such consolidated financial statements have been included herein or incorporated herein by reference in reliance upon such reports given upon the authority of such firm as experts in accounting and auditing. 30 33 AVAILABLE INFORMATION The Company has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement (the "Registration Statement") on Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"), for the registration of the securities 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 exhibits and schedules to the Registration Statement as permitted by the rules and regulations of the Commission. For further information with respect to the Company and the securities offered hereby, reference is made to the Registration Statement, including the exhibits thereto, and the financial statements and notes 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 to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by such reference. The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; at the Commission's New York Regional Office, 7 World Trade Center, New York, New York 10048; and at its Chicago Regional Office, Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be obtained from the Public Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The Common Stock is listed on the New York Stock Exchange, Inc. (the "NYSE") and such reports, proxy statements and other information concerning the Company also can be inspected at the office of the NYSE, 20 Broad Street, New York, New York 10005. ------------------------ INFORMATION INCORPORATED BY REFERENCE The following documents of the Company, which have been filed by the Company with the Commission pursuant to the Exchange Act, are incorporated herein by reference: (i) Annual Report on Form 10-K for the fiscal year ended August 31, 1993; (ii) Current Report on Form 8-K dated January 10, 1994; (iii) Quarterly Report on Form 10-Q for the quarter ended November 30, 1993; (iv) the description of the Common Stock contained in the Registration Statement on Form 8-A dated November 5, 1991, as amended by Amendment No. 1 on Form 8 dated December 4, 1991; and (v) the description of the Company's preferred stock purchase rights contained in the Registration Statement on Form 8-A dated July 12, 1993. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering of the Common Stock, shall be deemed to be incorporated in this Prospectus by reference and to be a part hereof from the respective date of filing of each such document. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will furnish without charge to each person to whom this Prospectus is delivered, upon written or oral request, a copy of any or all of the documents incorporated by reference herein, other than exhibits to such documents. Requests should be directed to Philip D. Wheeler, Esq., Senior Vice President, General Counsel and Secretary, Healthtrust, Inc. - The Hospital Company, 4525 Harding Road, Nashville, Tennessee 37205, telephone number (615) 383-4444. 31 34 INDEX TO FINANCIAL STATEMENTS UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Introduction to Unaudited Pro Forma Condensed Combined Financial Statements......... P-1 Unaudited Pro Forma Condensed Combined Balance Sheet................................ P-2 Notes to Unaudited Pro Forma Condensed Combined Balance Sheet....................... P-3 Unaudited Pro Forma Condensed Combined Statements of Operations..................... P-4 Notes to Unaudited Pro Forma Condensed Combined Statements of Operations............ P-6 EPIC HOLDINGS, INC. AND SUBSIDIARIES THREE MONTHS ENDED DECEMBER 31, 1993: Condensed Consolidated Balance Sheets............................................... F-1 Condensed Consolidated Statements of Operations..................................... F-3 Condensed Consolidated Statements of Cash Flows..................................... F-4 Notes to Condensed Consolidated Financial Statements................................ F-5 EPIC HOLDINGS, INC. AND SUBSIDIARIES THREE YEARS ENDED SEPTEMBER 30, 1993: Report of Independent Auditors...................................................... F-8 Consolidated Balance Sheets......................................................... F-9 Consolidated Statements of Operations............................................... F-11 Consolidated Statements of Stockholders' Equity (Deficit)........................... F-12 Consolidated Statements of Cash Flows............................................... F-13 Notes to Consolidated Financial Statements.......................................... F-14 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES THREE MONTHS ENDED DECEMBER 31, 1993: Condensed Consolidated Balance Sheets............................................... F-27 Condensed Consolidated Statements of Operations..................................... F-28 Condensed Consolidated Statements of Cash Flows..................................... F-29 Notes to Condensed Consolidated Financial Statements................................ F-30 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES THREE YEARS ENDED SEPTEMBER 30, 1993: Report of Independent Auditors...................................................... F-39 Consolidated Balance Sheets......................................................... F-40 Consolidated Statements of Operations............................................... F-42 Consolidated Statements of Stockholders' Equity (Deficit)........................... F-43 Consolidated Statements of Cash Flows............................................... F-44 Notes to Consolidated Financial Statements.......................................... F-45
32 35 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following Unaudited Pro Forma Condensed Combined Financial Statements are based on the consolidated financial statements of the Company and EPIC included or incorporated by reference in this Prospectus, combined and adjusted to give effect to the Company's Acquisition of EPIC, using the purchase method of accounting, and the related Financing Plan. The Unaudited Pro Forma Condensed Combined Balance Sheet as of November 30, 1993 gives effect to the Acquisition and Financing Plan as if they had occurred as of November 30, 1993. The Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended November 30, 1993 and year ended August 31, 1993, give effect to the Acquisition and Financing Plan as if they had occurred on September 1, 1992. The pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable. The Unaudited Pro Forma Condensed Combined Financial Statements do not purport to represent what the combined financial position or results of operations would actually have been if the transactions had occurred on November 30, 1993 or September 1, 1992 or to project the combined financial position or combined results of operations for any future period. The Unaudited Pro Forma Condensed Combined Financial Statements should be read in conjunction with "The Acquisition and the Financing Plan," "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes of the Company and EPIC included or incorporated by reference in this Prospectus. P-1 36 HEALTHTRUST, INC. - THE HOSPITAL COMPANY UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET (DOLLARS IN MILLIONS)
NOVEMBER 30, 1993 ------------------------------------------------------------ AS REPORTED AS REPORTED PRO FORMA COMBINED HEALTHTRUST EPIC ADJUSTMENTS PRO FORMA ----------- ----------- ------------ --------- CURRENT ASSETS Cash and cash equivalents............... $ 167.4 $ 68.4 $ 142.9(1) $ 20.0 195.0(2) (138.2)(3) (632.7)(4) (277.8)(5) 504.4(6) (9.4)(8) Marketable securities................... 47.3 (47.3)(7) 0.0 Accounts receivable..................... 381.3 88.6 469.9 Supplies................................ 53.2 20.8 74.0 Other current assets.................... 26.6 13.5 40.1 ----------- ----------- ------------ --------- TOTAL CURRENT ASSETS............ 628.5 238.6 (263.1) 604.0 PROPERTY, PLANT AND EQUIPMENT............. 2,198.4 797.3 (226.4)(9) 2,769.3 Less accumulated depreciation........... 629.6 226.4 (226.4)(9) 629.6 ----------- ----------- ------------ --------- 1,568.8 570.9 0.0 2,139.7 EXCESS OF PURCHASE PRICE OVER NET ASSETS ACQUIRED................................ 177.8 52.6 16.3(3) 693.3 121.3(4) 360.1(5) 24.5(8) (59.3)(10) OTHER ASSETS.............................. 113.9 39.5 5.0(2) 208.7 (1.5)(3) (16.9)(4) 9.4(8) 59.3(10) ----------- ----------- ------------ --------- TOTAL ASSETS.................... $ 2,489.0 $ 901.6 $ 255.1 $3,645.7 ----------- ----------- ------------ --------- ----------- ----------- ------------ --------- CURRENT LIABILITIES Accounts payable........................ $ 79.2 $ 46.0 $ 24.5(8) $ 149.7 Other current liabilities............... 243.7 151.0 (45.0)(7) 349.7 ----------- ----------- ------------ --------- 322.9 197.0 (20.5) 499.4 LONG-TERM DEBT............................ 948.3 683.0 200.0(2) 1,684.0 (123.4)(3) (528.3)(4) 504.4(6) DEFERRED INCOME TAXES..................... 160.1 6.0 166.1 DEFERRED PROFESSIONAL LIABILITY RISKS..... 145.2 48.0 193.2 OTHER LIABILITIES......................... 216.7 47.6 264.3 STOCKHOLDERS' EQUITY Common stock(11)........................ 0.1 0.4 (0.4)(5) 0.1 Paid-in capital......................... 827.4 245.8 142.9(1) 970.3 (245.8)(5) Deferred compensation................... (0.9) (137.4) 137.4(5) (0.9 ) Retained deficit........................ (130.8) (188.8) 191.1(5) (130.8 ) (2.3)(7) ----------- ----------- ------------ --------- STOCKHOLDERS' EQUITY............ 695.8 (80.0) 222.9 838.7 ----------- ----------- ------------ --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.................................. $ 2,489.0 $ 901.6 $ 255.1 $3,645.7 ----------- ----------- ------------ --------- ----------- ----------- ------------ ---------
See notes to unaudited pro forma condensed combined balance sheet. P-2 37 NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET 1. To record the net proceeds from the completion of the offering of 5.2 million shares of Healthtrust Common Stock at $28.625 per share, the average of the high and low prices for the Common Stock reported on the NYSE for February 18, 1994. 2. To record the net proceeds from the completion of the Subordinated Debt Offering at an assumed interest rate of 8 3/4%. 3. To record the Debt Redemption. 4. To record the completion of the Tender Offers for the Specified EPIC Debt Securities (100% tender amount assumed). Assuming 51% of each issue of the Specified EPIC Debt Securities are purchased in the Tender Offers, borrowings under the 1994 Credit Agreement would be reduced by approximately $310 million. 5. To record the payment of $7 per share for all the outstanding EPIC common stock. 6. To record borrowings under the 1994 Credit Agreement in amounts necessary to complete the Acquisition and Financing Plan transactions and maintain a $20 million cash balance. 7. To record EPIC's required call of the outstanding 15% Senior Subordinated Notes of EPIC Group. 8. To record certain severance agreement liabilities and transaction costs. 9. To record EPIC's property, plant and equipment at historical net book value. No estimate of any purchase accounting adjustments to record such property, plant and equipment at fair value has been made at this time. 10. To record the deferred tax asset for the temporary differences related to the above transactions (assumes a 39% statutory combined federal and state tax rate). 11. No assumption has been made as to the exercise of all or a portion of the Warrants to purchase 3,409,219 shares of Common Stock. If all Warrants were exercised, net proceeds to the Company would be approximately $18 million. P-3 38 HEALTHTRUST, INC. - THE HOSPITAL COMPANY UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS THREE MONTHS ENDED NOVEMBER 30, 1993 (IN MILLIONS, EXCEPT ON SHARE DATA)
AS REPORTED AS REPORTED PRO FORMA COMBINED PRO HEALTHTRUST EPIC(1) ADJUSTMENTS FORMA(2) ----------- ----------- ------------ ------------ Net operating revenue................... $ 622.1 $ 272.5 $ 894.6 Costs and expenses: Hospital service costs; Salaries and benefits.............. 232.3 119.5 351.8 Supplies........................... 88.0 32.0 120.0 Fees............................... 64.7 20.5 85.2 Other expenses..................... 65.7 44.6 110.3 Bad debt expense................... 43.6 19.6 63.2 ----------- ----------- ------------ ------------ 494.3 236.2 730.5 Depreciation and amortization........... 34.6 13.1 $ 3.0(3) 50.7 Interest................................ 21.6 23.9 (10.3)(4) 35.2 ESOP/pension expense(2)................. 9.9 5.6 15.5 Deferred compensation expense........... 0.3 0.7 (0.7)(5) 0.3 Other income (net)...................... (5.5) (0.8) 3.2(6) (3.1) ----------- ----------- ------------ ------------ 555.2 278.7 (4.8) 829.1 Income (Loss) before minority interests, and income taxes...................... 66.9 (6.2) 4.8 65.5 Minority interests...................... 1.4 1.7 3.1 ----------- ----------- ------------ ------------ Income (Loss) before income taxes....... 65.5 (7.9) 4.8 62.4 Income tax expense (benefit)............ 26.6 0.4 (0.7)(7) 26.3 ----------- ----------- ------------ ------------ NET INCOME (LOSS)............. $ 38.9 $ (8.3) $ 5.5 $ 36.1 ----------- ----------- ------------ ------------ ----------- ----------- ------------ ------------ (39,943,524)(8) Weighted average common shares.......... 84,426,187 39,943,524 5,200,000(8) 89,626,187 ----------- ----------- ------------ ------------ ----------- ----------- ------------ ------------ Net income (loss) per share... $ 0.46 $ (0.21) $ 0.40 ----------- ----------- ------------ ----------- ----------- ------------
See notes to unaudited pro forma condensed combined statements of operations. P-4 39 HEALTHTRUST, INC. - THE HOSPITAL COMPANY UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS YEAR ENDED AUGUST 31, 1993 (IN MILLIONS, EXCEPT PER SHARE DATA)
COMBINED AS REPORTED AS REPORTED PRO FORMA PRO HEALTHTRUST EPIC(1) ADJUSTMENTS FORMA(2) ----------- ----------- ------------ ----------- Net operating revenue.................... $ 2,394.6 $ 1,019.1 $ 3,413.7 Costs and expenses: Hospital service costs; Salaries and benefits............... 886.7 432.5 1,319.2 Supplies............................ 347.0 122.0 469.0 Fees................................ 270.1 75.7 345.8 Other expenses...................... 239.3 162.9 402.2 Bad debt expense.................... 145.5 80.6 226.1 ----------- ----------- ------------ ----------- 1,888.6 873.7 2,762.3 Depreciation and amortization............ 132.7 57.9 $ 12.1(3) 202.7 Interest................................. 99.8 89.9 (38.5)(4) 151.2 ESOP/pension expense..................... 39.0 20.7 59.7 Deferred compensation expense............ 4.3 3.8 (3.8)(5) 4.3 Other income (net)....................... (7.6) (7.2) 8.0(6) (6.8) ----------- ----------- ------------ ----------- 2,156.8 1,038.8 (22.2) 3,173.4 Income (Loss) before minority interests, income taxes, and extraordinary charges................................ 237.8 (19.7) 22.2 240.3 Minority interests....................... 11.9 3.5 15.4 ----------- ----------- ------------ ----------- Income (Loss) before income taxes and extraordinary charges.................. 225.9 (23.2) 22.2 224.9 Income tax expense....................... 90.7 2.0 2.7(7) 95.4 ----------- ----------- ------------ ----------- INCOME (LOSS) BEFORE EXTRAORDINARY CHARGES................................ $ 135.2 $ (25.2) $ 19.5 $ 129.5 ----------- ----------- ------------ ----------- ----------- ----------- ------------ ----------- (40,146,915)(8) Weighted average common shares........... 83,540,815 40,146,915 5,200,000(8) 88,740,815 ----------- ----------- ------------ ----------- ----------- ----------- ------------ ----------- Income (Loss) per share before extraordinary charges................................ $ 1.62 $ (0.63) $ 1.46 ----------- ----------- ----------- ----------- ----------- -----------
See notes to unaudited pro forma condensed combined statements of operations. P-5 40 NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS 1. The Company will continue to report its financial information on the basis of an August 31 fiscal year. EPIC reports its financial information using a September 30 fiscal year. Therefore, the EPIC statement of operations information for the fiscal year ended September 30, 1993 and three months ended December 31, 1993 have been combined with the Healthtrust statement of operations information for the fiscal year ended August 31, 1993 and three months ended November 30, 1993, respectively. 2. The pro forma condensed combined statements of operations do not give effect to any overhead reductions or cost savings, if any, which may be realized after the consummation of the Acquisition. Pension expense for EPIC employees has been assumed to be equivalent to historical EPIC ESOP expense (approximately 5.5% of salaries). 3. To adjust amortization as follows:
THREE MONTHS YEAR ENDED ENDED NOVEMBER 30, 1993 AUGUST 31, 1993 ----------------- --------------- To record amortization related to the $515.5 million increase in the excess of purchase price over net assets acquired...................................... $ 3.6 $14.4 To eliminate the EPIC historical amortization of the excess of purchase price over net assets acquired.... (.6) (2.3) ----- ------ $ 3.0 $12.1 ----- ------ ----- ------
4. To adjust interest expense as follows:
THREE MONTHS YEAR ENDED ENDED NOVEMBER 30, 1993 AUGUST 31, 1993 ----------------- --------------- To record interest expense on borrowings of $504.4 million related to the 1994 Credit Agreement (assumes average interest rate of 5.19% and 5.43%, respectively).......................................... $ 6.6 $ 27.4 To record interest expense related to the $200 million Subordinated Notes (assumes an 8 3/4% interest rate)... 4.4 17.5 To eliminate historical interest expense on the tendered Specified EPIC Debt Securities and called EPIC Redeemable Debt................................... (21.3) (83.4) ------- ------- $ (10.3) $ (38.5) ------- ------- ------- -------
Assuming 51% of each issue of the Specified EPIC Debt Securities are purchased in the Tender Offers, pro forma interest expense would be increased by approximately $1.7 million and $3.0 million for the three months ended November 30, 1993 and year ended August 31, 1993, respectively. 5. To eliminate the compensation expense related to EPIC'S SAR Plan. 6. To eliminate interest income on excess cash. 7. To record the pro forma provision for income taxes at statutory rates of 39.0% and 38.3% for the three months ended November 30, 1993 and year ended August 31, 1993, respectively (after excluding certain expenses that are not deductible for tax purposes). 8. To reflect the Company's purchase of EPIC's outstanding equity and completion of the offering of 5.2 million shares of Common Stock by the Company. P-6 41 EPIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS) ASSETS
DECEMBER 31, SEPTEMBER 30, 1993 1993 ------------ ------------- (UNAUDITED) CURRENT ASSETS Cash and cash equivalents....................................... $ 45,563 $ 61,362 Cash restricted for interest payment............................ 9,573 3,820 Marketable securities........................................... 34,132 47,347 Accounts receivable, net of reserves for uncompensated care of $31,187 and $29,286.......................................... 99,392 76,957 Supply inventories.............................................. 20,973 20,687 Prepaid expenses and other...................................... 12,898 5,074 Deferred income taxes........................................... 5,384 -- ------------ ------------- TOTAL CURRENT ASSETS.............................................. 227,915 215,247 PROPERTY AND EQUIPMENT............................................ 810,055 786,798 ACCUMULATED DEPRECIATION AND AMORTIZATION......................... (231,239) (218,746) ------------ ------------- 578,816 568,052 EXCESS OF PURCHASE PRICE OVER NET ASSETS ACQUIRED, net of accumulated amortization........................................ 52,461 52,965 OTHER ASSETS, net of accumulated amortization..................... 39,330 38,696 ------------ ------------- TOTAL ASSETS...................................................... $ 898,522 $ 874,960 ------------ ------------- ------------ -------------
See notes to condensed consolidated financial statements. F-1 42 EPIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS) LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
DECEMBER 31, SEPTEMBER 30, 1993 1993 ------------ ------------- (UNAUDITED) CURRENT LIABILITIES Current maturities of long-term debt............................ $ 48,049 $ 47,914 Accounts payable................................................ 45,557 44,610 Accrued liabilities............................................. 96,746 87,604 ------------ ------------- TOTAL CURRENT LIABILITIES......................................... 190,352 180,128 LONG-TERM DEBT.................................................... 685,187 679,605 DEFERRED INCOME TAXES............................................. 11,378 5,994 RESERVE FOR PROFESSIONAL LIABILITY RISKS.......................... 46,557 46,612 OTHER DEFERRED LIABILITIES........................................ 42,013 42,450 COMMITMENTS AND CONTINGENT LIABILITIES............................ MINORITY INTERESTS................................................ 5,909 5,472 STOCKHOLDERS' EQUITY (DEFICIT) Common stock, $.01 par value.................................... 399 401 Paid-in capital................................................. 245,759 245,757 Notes receivable from EPIC ESOP................................. (137,381) (148,214) Retained earnings (deficit)..................................... (191,651) (183,245) ------------ ------------- TOTAL STOCKHOLDERS' EQUITY (DEFICIT).............................. (82,874) (85,301) ------------ ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT).............. $ 898,522 $ 874,960 ------------ ------------- ------------ -------------
See notes to condensed consolidated financial statements. F-2 43 EPIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
FOR THE THREE MONTHS ENDED DECEMBER 31, --------------------------- 1993 1992 ----------- ----------- NET OPERATING REVENUE............................................. $ 272,451 $ 244,352 COSTS AND EXPENSES: Salaries and wages.............................................. 99,526 84,634 Employee benefits............................................... 21,094 22,997 ESOP expense.................................................... 5,635 5,182 Supplies........................................................ 32,025 30,041 Uncompensated care.............................................. 19,618 19,048 Other........................................................... 64,653 57,909 Depreciation and amortization................................... 13,130 13,791 Interest expense................................................ 23,834 21,954 ----------- ----------- TOTAL COSTS AND EXPENSES.......................................... 279,515 255,556 INTEREST INCOME................................................... 819 612 ----------- ----------- LOSS BEFORE INCOME TAX EXPENSE, MINORITY INTERESTS AND EXTRAORDINARY ITEM.............................................. (6,245) (10,592) INCOME TAX EXPENSE, net........................................... (375) (176) MINORITY INTERESTS IN INCOME OF CONSOLIDATED SUBSIDIARIES, net of income tax expense.............................................. (1,667) (631) ----------- ----------- LOSS BEFORE EXTRAORDINARY ITEM.................................... (8,287) (11,399) EXTRAORDINARY ITEM, net of income tax expense..................... -- (570) ----------- ----------- NET LOSS.......................................................... $ (8,287) $ (11,969) ----------- ----------- ----------- ----------- WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING....................................... 39,943,524 40,156,780 LOSS PER COMMON SHARE: Before extraordinary item....................................... $ (.21) $ (.28) Extraordinary item.............................................. -- (.01) ----------- ----------- Net loss........................................................ $ (.21) $ (.29) ----------- ----------- ----------- -----------
See notes to condensed consolidated financial statements. F-3 44 EPIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (DOLLARS IN THOUSANDS)
FOR THE THREE MONTHS ENDED DECEMBER 31, --------------------- 1993 1992 -------- -------- OPERATING ACTIVITIES Net loss............................................................. $ (8,287) $(11,969) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization..................................... 13,130 13,791 Non-cash provision for professional liability risks............... (1,111) 437 ESOP expense...................................................... 5,635 5,182 Deferred SAR Plan compensation.................................... (274) (1,496) Minority interests in income of consolidated subsidiaries......... 1,667 631 Non-cash interest................................................. 8,995 9,227 Extraordinary item................................................ -- 570 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable............................................... (22,435) 342 Supply inventories and other assets............................... (8,399) (10,549) Accounts payable and other liabilities............................ 9,991 8,785 -------- -------- Net cash provided by (used in) operating activities.......... (1,088) 14,951 INVESTING ACTIVITIES Investments in marketable securities, net............................ 13,215 6,395 Cash paid for acquisitions........................................... (960) (4,100) Additions to property and equipment.................................. (23,431) (7,410) Other................................................................ (661) (811) -------- -------- Net cash used in investing activities........................ (11,837) (5,926) FINANCING ACTIVITIES Payments on debt obligations......................................... (1,415) (76) Line of credit borrowings, net....................................... -- 800 Purchase of Senior ESOP Notes........................................ -- (5,616) Purchase of treasury stock........................................... (119) (11) Distributions and dividends to minority interests.................... (1,132) (2,340) Payments of debt issue costs and other, net.......................... (208) (59) -------- -------- Net cash used in financing activities........................ (2,874) (7,302) -------- -------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS....................... (15,799) 1,723 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD....................... 61,362 37,419 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD............................. $ 45,563 $ 39,142 -------- -------- -------- -------- SUPPLEMENTARY INFORMATION Cash paid for interest............................................... $ 8,513 $ 1,598 Cash paid for income taxes........................................... $ 199 $ 176
See notes to condensed consolidated financial statements. F-4 45 EPIC HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of EPIC Holdings, Inc. and Subsidiaries ("Holdings") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. Operating results for the three month period ended December 31, 1993 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 1994. These financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in Holdings' annual report on Form 10-K for the year ended September 30, 1993. Certain prior period amounts have been reclassified to conform with the fiscal 1994 presentation. 2. SUBSEQUENT EVENT On January 9, 1994, Holdings entered into an Agreement and Plan of Merger (the "Merger Agreement") with HealthTrust, Inc. -- The Hospital Company, a Delaware corporation ("HTI"), and Odyssey Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of HTI ("HTI Sub"), providing for the merger (the "Merger") of HTI Sub with and into Holdings following which Holdings would become a wholly-owned subsidiary of HTI. The Merger is expected to result in a termination of the EPIC ESOP. Under the terms of the Merger Agreement, which was unanimously approved by the Boards of Directors of both HTI and Holdings, shareholders of Holdings will receive $7.00 per share of Holdings' common stock. HTI intends to offer to purchase the 12% Senior Deferred Coupon Notes due 2002, the 11.375% Class B-1 First Priority Mortgage Notes due 2001, the 11.5% Class B-2 First Priority Mortgage Notes due 2001, the Class B-3 First Priority Mortgage Notes, and the 10.875% Senior Subordinated Notes due 2003 and to redeem other outstanding EPIC indebtedness in accordance with their terms. HTI also plans to seek the consent of the holders of Holdings' indebtedness to amend certain restrictive provisions. Consummation of the Merger is subject to a number of conditions, including the approval of Holdings' shareholders and the consummation of certain debt consent solicitations. American Medical International, Inc. and the trustee of the EPIC ESOP (who controls the unallocated shares of the EPIC ESOP) have agreed, subject to the fulfillment of certain conditions, to vote their shares of Holdings common stock (approximately 52% combined) in favor of the Merger. The transaction is expected to close by May of 1994. 3. INCOME TAXES Effective October 1, 1993, Holdings changed its method of accounting for income taxes to the liability method as required by Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes", which superseded SFAS No. 96. As permitted under the rules of SFAS No. 109, prior years' financial statements have not been restated. Adopting SFAS No. 109 had no effect on current period operations. Due to the uncertainty of the realization of the net deferred federal tax liability, Holdings established a valuation allowance against the deferred federal tax assets so that deferred federal tax assets equalled deferred federal tax liabilities. The net deferred tax liability reported relates primarily to state taxes. F-5 46 EPIC HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) (UNAUDITED) 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 Holdings' deferred tax assets and liabilities as of October 1, 1993 are as follows (in thousands): Deferred tax liabilities Property and equipment basis difference.......................... $42,908 ESOP plan fees................................................... 1,547 ESOP contribution................................................ 3,455 State taxes and other............................................ 5,994 ------- Total deferred tax liabilities................................... 53,904 ------- Deferred tax assets Bad debt reserve differences..................................... 6,593 Professional liability reserves.................................. 15,670 SAR compensation................................................. 14,034 Health plan and workers' compensation reserves................... 3,652 Paid time off reserve............................................ 1,788 Net operating losses............................................. 24,312 Other............................................................ 700 ------- Total deferred tax assets........................................ 66,749 Valuation allowance.............................................. (18,839) ------- Net deferred tax assets.......................................... 47,910 ------- Net deferred tax liability....................................... $ 5,994 ------- -------
No tax benefit was recorded for the current net operating loss and no federal taxes are anticipated for fiscal 1994. Current income tax expense of $375,000 relates to state income taxes. 4. LOSS PER COMMON SHARE Loss per common share has been computed by dividing the net loss applicable to common shares by the weighted average number of common shares outstanding during the period. The exercise of the outstanding common stock warrants and other common stock equivalents has not been assumed as the effect would be antidilutive. 5. CHANGES IN STOCKHOLDER'S EQUITY During the three-month period ended December 31, 1993, Holdings purchased treasury stock for $119,000 and received a principal payment on the Notes receivable from the EPIC ESOP of $10,833,000 which was recorded as a reduction of the Notes receivable from EPIC ESOP. 6. GUARANTOR SUBSIDIARIES Certain subsidiaries of EPIC (the "Guarantor Subsidiaries") guarantee the loans under the Amended Credit Agreement, the Zero Coupon Notes, the Additional Zero Coupon Notes, the Senior ESOP Notes, the 10.875% Senior Subordinated Notes, the 15% Senior Subordinated Notes and the 11% Junior Subordinated Pay-In-Kind Notes. Certain other subsidiaries, including EPIC Properties, Inc. ("EPIC Properties") are not Guarantor Subsidiaries (the "Nonguarantor Subsidiaries"). All equity interests in the Nonguarantor Subsidiaries, other than those held by minority interests, are held by EPIC. F-6 47 EPIC HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) (UNAUDITED) Condensed consolidating financial information of EPIC Healthcare Group, Inc. ("EPIC"), the Guarantor Subsidiaries, EPIC Properties and the other Nonguarantor Subsidiaries are included in the footnotes to the unaudited condensed consolidated financial statements of EPIC included elsewhere herein. F-7 48 REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS The Board of Directors EPIC Holdings, Inc. We have audited the accompanying consolidated balance sheets of EPIC Holdings, Inc. and subsidiaries as of September 30, 1993 and 1992, and the related consolidated statements of operations, stockholder's equity (deficit), and cash flows for each of the three years in the period ended September 30, 1993. 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 consolidated financial position of EPIC Holdings, Inc. and subsidiaries at September 30, 1993, and 1992, and the results of its consolidated operations and its consolidated cash flows for each of the three years in the period ended September 30, 1993, in conformity with generally accepted accounting principles. ERNST & YOUNG Dallas, Texas December 3, 1993 F-8 49 EPIC HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS) ASSETS
SEPTEMBER 30, --------------------- 1993 1992 -------- -------- CURRENT ASSETS Cash and cash equivalents............................................ $ 61,362 $ 37,419 Cash restricted for interest payments................................ 3,820 5,768 Marketable securities................................................ 47,347 10,607 Accounts receivable, net of reserves for uncompensated care of $29,286 and $25,837, respectively................................. 76,957 73,398 Supply inventories................................................... 20,687 20,000 Prepaid expenses and other........................................... 5,074 5,222 -------- -------- TOTAL CURRENT ASSETS................................................... 215,247 152,414 PROPERTY AND EQUIPMENT Land................................................................. 53,030 57,492 Buildings and improvements........................................... 476,570 451,292 Equipment............................................................ 234,656 192,367 Construction in progress............................................. 22,542 9,333 -------- -------- 786,798 710,484 Accumulated depreciation and amortization............................ (218,746) (173,789) -------- -------- 568,052 536,695 EXCESS OF PURCHASE PRICE OVER NET ASSETS ACQUIRED, net of accumulated amortization...................................... 52,965 48,140 OTHER ASSETS, net of accumulated amortization.......................... 38,696 43,502 -------- -------- TOTAL ASSETS........................................................... $874,960 $780,751 -------- -------- -------- --------
See notes to consolidated financial statements. F-9 50 EPIC HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS) LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
SEPTEMBER 30, ----------------------- 1993 1992 --------- --------- CURRENT LIABILITIES Current maturities of long-term debt............................... $ 47,914 $ 2,330 Accounts payable................................................... 44,610 34,809 Accrued liabilities: Salaries and wages.............................................. 36,475 33,031 Taxes other than on income...................................... 7,946 7,589 Interest........................................................ 11,027 7,658 Group health insurance.......................................... 4,902 5,656 Current reserve for professional liability risks................ 11,000 11,000 Other........................................................... 16,254 9,011 --------- --------- TOTAL CURRENT LIABILITIES............................................ 180,128 111,084 LONG-TERM DEBT....................................................... 679,605 619,363 DEFERRED INCOME TAXES................................................ 5,994 5,994 RESERVE FOR PROFESSIONAL LIABILITY RISKS............................. 46,612 39,640 OTHER DEFERRED LIABILITIES........................................... 42,450 39,607 COMMITMENTS AND CONTINGENT LIABILITIES............................... MINORITY INTERESTS................................................... 5,472 23,494 STOCKHOLDERS' EQUITY (DEFICIT) Common stock, $.01 par value -- Authorized: 100,000,000 shares; Issued: 40,319,245 shares; Outstanding: 40,099,441 and 40,154,545 shares, respectively................................. 401 401 Paid-in capital.................................................... 245,757 245,757 Notes receivable from EPIC ESOP.................................... (148,214) (168,929) Retained earnings (deficit)........................................ (183,245) (135,660) --------- --------- TOTAL STOCKHOLDERS' EQUITY (DEFICIT)................................. (85,301) (58,431) --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)................. $ 874,960 $ 780,751 --------- --------- --------- ---------
See notes to consolidated financial statements. F-10 51 EPIC HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
FOR THE YEAR ENDED SEPTEMBER 30, ------------------------------------------ 1993 1992 1991 ----------- ----------- ---------- NET OPERATING REVENUE................................ $ 1,019,149 $ 941,266 $ 802,689 COSTS AND EXPENSES: Salaries and wages................................. 354,326 319,868 271,007 Employee benefits.................................. 84,615 81,365 68,434 ESOP expense....................................... 20,715 20,714 23,076 Supplies........................................... 121,986 116,145 99,882 Uncompensated care................................. 80,643 69,308 59,425 Other.............................................. 235,924 235,009 192,633 Depreciation and amortization...................... 57,917 53,013 49,354 Interest expense................................... 89,872 79,790 68,266 ----------- ----------- ---------- TOTAL COSTS AND EXPENSES............................. 1,045,998 975,212 832,077 INTEREST INCOME...................................... 3,648 3,936 5,405 GAIN (LOSS) ON SALE OF ASSETS........................ 3,521 (1,123) (543) ----------- ----------- ---------- LOSS BEFORE INCOME TAX BENEFIT (EXPENSE), MINORITY INTERESTS AND EXTRAORDINARY ITEM................................. (19,680) (31,133) (24,526) INCOME TAX BENEFIT (EXPENSE), net.................... (1,984) 9,252 7,603 MINORITY INTERESTS IN INCOME OF CONSOLIDATED SUBSIDIARIES (net of income tax benefit of $1,008, and $1,063 in 1992 and 1991, respectively)................................ (3,499) (1,958) (2,064) ----------- ----------- ---------- LOSS BEFORE EXTRAORDINARY ITEM....................... (25,163) (23,839) (18,987) EXTRAORDINARY ITEM (net of income tax benefit of $652 and $1,330 in 1992 and 1991, respectively)......... (21,960) (1,265) (2,581) ----------- ----------- ---------- NET LOSS............................................. (47,123) (25,104) (21,568) REDEEMABLE PREFERRED STOCK DIVIDEND OF PREDECESSOR COMPANY............................................ -- (11,048) (22,873) ----------- ----------- ---------- NET LOSS APPLICABLE TO COMMON SHARES................. $ (47,123) $ (36,152) $ (44,441) ----------- ----------- ---------- ----------- ----------- ---------- WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING........................................ 40,146,915 32,576,161 24,482,803 LOSS PER COMMON SHARE: Before extraordinary item.......................... $ (.63) $ (1.07) $ (1.71) Extraordinary item................................. (.55) (.04) (.11) ----------- ----------- ---------- Net loss........................................... $ (1.18) $ (1.11) $ (1.82) ----------- ----------- ---------- ----------- ----------- ----------
See notes to consolidated financial statements. F-11 52 EPIC HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (DOLLARS IN THOUSANDS)
NOTES RETAINED TOTAL COMMON PAID-IN RECEIVABLE EARNINGS STOCKHOLDERS' STOCK CAPITAL FROM EPIC ESOP (DEFICIT) EQUITY (DEFICIT) ------ -------- -------------- --------- ---------------- Balance at October 1, 1990.......... $245 $219,808 $ (212,738) $ (87,241) $(79,926) Dividends accrued and accretion of discount on redeemable preferred stock............................. -- (22,873) -- -- (22,873) Principal payments received on notes receivable from EPIC ESOP......... -- -- 23,095 -- 23,095 Treasury stock purchased............ (1) -- -- (468) (469) Net loss............................ -- -- -- (21,568) (21,568) ------ -------- -------------- --------- ---------------- Balance at September 30, 1991....... 244 196,935 (189,643) (109,277) (101,741) Dividends accrued and accretion of discount on redeemable preferred stock............................. -- (11,048) -- -- (11,048) Principal payments received on notes receivable from EPIC ESOP......... -- -- 20,714 -- 20,714 Treasury stock purchased............ (2) -- -- (1,279) (1,281) Warrant conversion.................. 65 (44) -- -- 21 Preferred stock transaction costs... -- (7,063) -- -- (7,063) Conversion of Class C Preferred Stock............................. 94 63,842 -- -- 63,936 Net book value of Class A and Class B Preferred Stock over cash paid.............................. -- 3,135 -- -- 3,135 Net loss............................ -- -- -- (25,104) (25,104) ------ -------- -------------- --------- ---------------- Balance at September 30, 1992....... 401 245,757 (168,929) (135,660) (58,431) Principal payments received on notes receivable from EPIC ESOP......... -- -- 20,715 -- 20,715 Treasury stock purchased............ -- -- -- (462) (462) Net loss............................ -- -- -- (47,123) (47,123) ------ -------- -------------- --------- ---------------- Balance at September 30, 1993....... $401 $245,757 $ (148,214) $(183,245) $(85,301) ------ -------- -------------- --------- ---------------- ------ -------- -------------- --------- ----------------
See notes to consolidated financial statements. F-12 53 EPIC HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS)
FOR THE YEAR ENDED SEPTEMBER 30, ---------------------------------- 1993 1992 1991 -------- -------- -------- OPERATING ACTIVITIES Net loss.................................................. $(47,123) $(25,104) $(21,568) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization.......................... 57,917 53,013 49,354 Non-cash provision for professional liability risks.... 2,641 4,131 11,291 ESOP expense........................................... 20,715 20,714 23,076 Deferred SAR Plan compensation......................... 3,249 10,805 7,137 Minority interests in income of consolidated subsidiaries......................................... 3,499 2,966 3,127 (Gain) loss on sale of assets.......................... (3,521) 1,123 543 Non-cash interest...................................... 36,855 27,190 13,975 Extraordinary item..................................... 21,960 1,917 3,911 Deferred income tax benefit............................ -- (11,800) (9,996) Changes in operating assets and liabilities, net of acquisitions: Accounts receivable.................................. 6,054 (35,196) (3,043) Supply inventories and other assets.................. 4,083 (3,162) (5,291) Accounts payable and other liabilities............... 12,172 11,395 6,444 -------- -------- -------- Net cash provided by operating activities......... 118,501 57,992 78,960 INVESTING ACTIVITIES Investments in marketable securities, net................. (36,740) 5,167 (12,091) Cash paid for acquisitions................................ (54,536) (12,269) -- Additions to property and equipment....................... (60,784) (47,850) (25,646) Purchase of investment securities......................... -- (4,180) -- Proceeds from sales of assets............................. 25,148 190 361 Collection on note receivable............................. 9,349 -- -- Other..................................................... (5,925) (2,046) (48) -------- -------- -------- Net cash used in investing activities............. (123,488) (60,988) (37,424) FINANCING ACTIVITIES Payments on debt obligations.............................. (117,765) (1,603) (250,647) Proceeds from long-term borrowings........................ 180,853 140,052 227,868 Purchase of Senior ESOP Notes............................. (5,616) (20,293) -- Purchase of treasury stock................................ (462) (1,281) (469) Purchase of Class A and B Preferred Stock................. -- (130,000) -- Preferred stock transaction costs......................... -- (7,063) -- Proceeds on warrant conversion............................ -- 21 -- Contributions from minority interests..................... 520 1,884 556 Distributions and dividends to minority interests......... (21,110) (4,065) (4,122) Payments of debt issue costs and other, net............... (7,490) (6,056) (11,294) -------- -------- -------- Net cash provided by (used in) financing activities...................................... 28,930 (28,404) (38,108) -------- -------- -------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............ 23,943 (31,400) 3,428 Cash and cash equivalents at beginning of year............ 37,419 68,819 65,391 -------- -------- -------- Cash and cash equivalents at end of year.................. $ 61,362 $ 37,419 $ 68,819 -------- -------- -------- -------- -------- -------- SUPPLEMENTARY INFORMATION Cash paid during the year for interest.................... $ 52,370 $ 53,343 $ 52,987 Cash paid for income taxes................................ $ 657 $ 888 $ 666
See notes to consolidated financial statements. F-13 54 EPIC HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation EPIC Healthcare Group, Inc. ("EPIC" or, either alone or together with its subsidiaries, the "Company") was acquired by EPIC Holdings, Inc. ("Holdings") on March 25, 1992, in a merger transaction (the "Merger") in which each outstanding share of common stock of EPIC was converted into one share of Holdings common stock. The merger was between companies under common control (i.e., a pooling of interests for accounting purposes) and accordingly, the recorded assets and liabilities of EPIC on an historical basis are combined with the assets and liabilities of Holdings. Holdings had no operations prior to the merger. Results of operations for the period prior to March 25, 1992, consist of the operations of EPIC. Principles of Consolidation The consolidated financial statements include the accounts of Holdings and its subsidiaries. Intercompany accounts and transactions have been eliminated. Minority interests represent the minority stockholders' proportionate shares of the equity in the income (loss) of certain consolidated subsidiaries. Cash Equivalents, Cash Restricted for Interest Payments, and Marketable Securities Holdings considers all highly liquid investments with initial maturities of three months or less from date of purchase to be cash equivalents. Cash restricted for interest payments is cash deposited into a trust to pay principal and interest required by the Class B-1, Class B-2 and Class B-3 First Priority Mortgage Notes (the "Mortgage Notes"). Investments in marketable interest-bearing securities are stated at cost which approximates market. Holdings has $42,694,000 in cash and marketable securities restricted for the purpose of redeeming the remaining 15% Senior Subordinated Notes (See Note 5). Cash equivalents, cash restricted for interest payments, and marketable securities are subject to potential concentrations of credit risk. Holdings attempts to lessen that risk by investing only in United States Government securities, commercial paper having at least a rating of A-1 or the equivalent, time deposits and certificates of deposit of banks having a debt rating of at least A, or money market funds comprised of such securities. Holdings invests in securities with maturities no longer than 180 days and limits the amount of credit exposure to any one commercial issuer. Accounts Receivable Concentration of credit risk relating to accounts receivable is limited to some extent by the diversity and number of patients and payors and the geographic dispersion of Holdings' hospitals. Accounts receivable (gross) consists of amounts due from government programs (e.g., Medicare and Medicaid) (53%) commercial insurance companies (16%), private pay patients (18%) and other (including health maintenance organizations and other group insurance programs) (13%). Holdings' hospitals are located throughout the southern United States, with the largest concentration in Texas, Oklahoma, Louisiana and California. Holdings maintains an allowance for losses (i.e., uncompensated care or bad debt expense) based on the expected collectibility of accounts receivable. Supply Inventories Supply inventories are stated at the lower of cost (first-in, first-out method) or market. F-14 55 EPIC HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Property and Equipment Property and equipment are recorded at cost (or fair value at the date of acquisition as a result of the original purchase from American Medical International, Inc. and its subsidiaries ("AMI")). Depreciation and amortization is computed using the straight-line method over estimated useful lives or term of the lease generally ranging from 25 to 30 years for buildings and improvements, and 3 to 10 years for equipment. Maintenance costs and repairs are expensed as incurred. Joint Ventures EPIC, in the ordinary course of business, enters into joint ventures with physicians and other companies. EPIC is the majority owner and general partner of substantially all of the joint ventures and follows the principles of consolidation for all majority-owned joint ventures. Minority shareholders' investments and earnings in the joint ventures are recorded as minority interests and minority interests in income of consolidated subsidiaries, respectively. Any interest held by the Company in non-majority owned partnerships with at least 20% ownership is accounted for using the equity method. Any interest held by the Company in partnerships with less than 20% ownership is accounted for using the cost method. On February 1, 1990, EPIC entered into a joint venture with Healthtrust, Inc. -- The Hospital Company ("Healthtrust") for the purpose of operating certain hospital assets in McKinney, Texas. EPIC contributed, at net book value, a 168 bed facility to the venture and is the managing co-general partner with a 60% equity interest in the venture. Healthtrust contributed a 99 bed facility to the venture and was the co-general partner with a 40% interest in the venture. The assets contributed by Healthtrust to the joint venture, including property and equipment of $15,328,000, were recorded at fair market value which approximated net book value. Goodwill of $2,470,000 is being amortized over 40 years. On August 31, 1993, EPIC purchased Healthtrust's interest in the joint venture for $15,656,000 which approximated Healthtrust's interest in the net assets of the joint venture and was recorded as a reduction to minority interests. Intangible Assets The excess of the purchase price over the fair value of net asset acquired is being amortized on a straight-line basis over periods ranging from nine to 40 years. Accumulated amortization was $9,244,000 and $6,920,000 at September 30, 1993 and 1992, respectively. Costs incurred in obtaining long term financing are deferred and are included in other assets. Deferred financing costs are amortized using the effective interest method over the term of the related debt, and such amortization is included in interest expense. Accumulated amortization of deferred financing costs was $16,993,000 and $14,401,000 at September 30, 1993 and 1992, respectively. EPIC has purchased licenses to use various software applications. These costs are included in other assets and have been amortized over two or five year periods. Accumulated amortization of the software costs was $5,750,000 and $4,750,000 at September 30, 1993 and 1992, respectively. Income Taxes Holdings files a consolidated federal income tax return which includes all of its eligible subsidiaries. Holdings accounts for income taxes under the provisions of Statement of Financial Accounting Standards ("SFAS") No. 96, "Accounting for Income Taxes." Under the liability method specified by SFAS No. 96, deferred tax assets and/or liabilities are determined by multiplying the difference between the financial reporting and tax reporting bases of assets and liabilities (collectively, the "temporary differences," see Note 6) by tax rates (determined in accordance with enacted tax laws) that are expected to be effective when such temporary differences reverse. Holdings' deferred tax liabilities originated from the accounting for the F-15 56 EPIC HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) acquisition from AMI (the "Acquisitions"), and reflect the estimated tax effect of differences between book and tax bases of assets acquired and liabilities assumed. In February 1992, the Financial Accounting Standards Board issued SFAS No. 109, "Accounting for Income Taxes," which supersedes SFAS No. 96. Implementation of SFAS No. 109 for Holdings was required October 1, 1993. SFAS No. 109 requires that temporary differences be reflected in the same balance sheet category as the assets and liabilities that caused the temporary differences. Deferred tax assets, which would include tax net operating loss carryforwards, would require the determination of a related valuation allowance, based on the assets' expected realization. The Company has completed the analysis necessary to determine the impact of adoption of SFAS No. 109 and it is not expected to have a material impact on Holdings' financial position or results of operations and will not impact cash flows. Net Operating Revenue Net operating revenue is recorded based on established billing rates net of allowances and discounts for patients covered by Medicare, Medicaid and other contractual programs. Payments received under these programs, which are based on either the costs of services or predetermined rates, are generally less than the established billing rates of EPIC's hospitals, and the differences are recorded as contractual allowances and/or contracted discounts. Reserves provided have been deducted from accounts receivable pending final audit and appeal settlement. Contractual adjustments, contracted discounts and other discounts amounted to $627,757,000, $576,572,000, and $482,158,000 for fiscal 1993, 1992 and 1991, respectively. It is generally EPIC's policy to attempt to collect compensation for all services performed. Reclassifications Certain prior period amounts have been reclassified to conform with the fiscal 1993 presentation. 2. ACQUISITION AND DIVESTITURES On August 24, 1993 the Company entered into a 20-year lease agreement with two ten-year renewal options with the County of Galveston, Texas for Mainland Center Hospital, a 310-bed hospital in Texas City, Texas. The lease payments of $27,535,000 were paid in full upon the execution of the lease, which has been accounted for as a capital lease. The Company also purchased certain net current assets and equipment of the hospital, which included $5,639,000 in cash, for $17,965,000 which has been accounted for by the purchase method of accounting. The Company also has a commitment for $20,000,000 in capital improvements over the term of the lease. The Company has a purchase option beginning after the first year of the lease. The option price ranges from $500,000 to $851,000 over the term of the lease. On January 6, 1993, the Company sold Westpark Community Hospital in Hammond, Louisiana for $6,200,000. A loss of $624,000 was recorded as gain (loss) on sale of assets in fiscal 1993. A charge of $800,000 to reflect the anticipated loss on the sale was recorded as gain (loss) on sale of assets in fiscal 1992. The net book value of the assets sold before the fiscal 1992 charge, less liabilities assumed by the buyer, was $7,624,000. On March 15, 1993, the Company sold Valley Medical Center in El Cajon, California for $16,950,000. A gain of $4,632,000 was recorded as gain (loss) on sale of assets in fiscal 1993. The net book value of the assets sold, less liabilities assumed by the buyer, was $12,318,000. On October 1, 1991, the Company purchased Colonial Hospital, a 49-bed hospital in Terrell, Texas for $10,403,000 in cash. The acquisition has been accounted for by the purchase method of accounting. The excess of purchase price over net assets acquired will be amortized over 40 years. F-16 57 EPIC HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 3. EMPLOYEE STOCK OWNERSHIP PLAN ("ESOP") Employee-owners of EPIC have beneficial ownership of approximately 60% of the Holdings Common Stock through their participation in the EPIC ESOP. At EPIC's inception, the EPIC ESOP purchased 24,500,000 shares of EPIC Common Stock with the proceeds obtained from the issuance of loans aggregating $245 million payable to EPIC. The terms of the original ESOP loan agreement segregated the EPIC ESOP's obligation to EPIC into two components, the terms of the first of which mirrored the terms of the Senior ESOP Bank Debt (the "First ESOP Loan") and the second of which mirrored the terms of the Senior ESOP Notes (see Note 5). Concurrent with the issuance of the Mortgage Notes (see Note 5), the First ESOP Loan was replaced by a loan agreement which provides for mandatory principal payments in amounts that are substantially in conformance with the remaining mandatory principal payments of the Senior ESOP Bank Debt as if the issuance of the Mortgage Notes had not occurred (the "New ESOP Loan"). The interest rate on the New ESOP Loan is determined quarterly based on .85 times the sum of the London InterBank Offered Rates plus 2.5% (5.1% at September 30, 1993). The EPIC ESOP has pledged all of its shares of the Holdings Common Stock as collateral for the ESOP-related borrowings. These shares are released from the pledge as the loans are paid. The EPIC ESOP receives contributions from EPIC to service and extinguish the loans. The EPIC ESOP is an individual account, defined contribution plan. Nonunion employee-owners who work a specified number of hours are eligible to participate in the EPIC ESOP if they have attained age 21 and completed one year of service. No employee-owner contributions are required or permitted to be made to the EPIC ESOP. No rollover contributions are permitted to be made to the EPIC ESOP. Allocations are made to participants' accounts in an amount which reflects each participant's proportionate share of the contributions made by EPIC to the EPIC ESOP, as determined on the basis of each participant's compensation. Contributions made to the EPIC ESOP and the value of shares of common stock allocated to the account of a participant as a result of such contributions are intended to be treated as tax-deferred contributions. Such contributions, and earnings thereon, generally are includable in a participant's compensation for federal income tax purposes when distributed. As of the plan year ended December 31, 1992, cumulative allocations of 10,650,517 shares of Holdings Common Stock at a market value of $8.00 per share based on an independent valuation, or $85,204,136 in total have been made to 10,183 participants. Shares of Holdings Common Stock relating to the plan year ending December 31, 1993 will be allocated during fiscal 1994. Subject to limitations contained in the Internal Revenue Code of 1986, as amended (the "Code"), Holdings is entitled to claim an income tax deduction for contributions to the EPIC ESOP. Holdings has received a favorable determination from the Internal Revenue Service that the EPIC ESOP is qualified as an "employee stock ownership plan" within the meaning of Section 4975(e)(7) of the Code. Contributions to the EPIC ESOP are used by the EPIC ESOP to pay interest and principal on the loans owed to EPIC. These payments are used by EPIC to pay interest and principal on the Class B-1 First Priority Mortgage Notes and the Senior ESOP Notes. EPIC recorded net ESOP expense, using the cash method, and corresponding reductions in the EPIC ESOP notes receivable, of $20,715,000, $20,714,000, and $23,076,000 for fiscal 1993, 1992 and 1991, respectively. Interest income recognized on the EPIC ESOP notes receivable totaled $14,984,000, $16,885,000, and $20,483,000 for fiscal 1993, 1992 and 1991, respectively, which in turn was contributed to the EPIC ESOP to pay interest expense incurred on the ESOP-related debt. Interest expense incurred on ESOP-related debt totaled $20,856,000, $21,734,000, and $21,731,000, which included discount amortization of $559,000, $551,000, and $511,000 for fiscal 1993, 1992 and 1991, respectively. F-17 58 EPIC HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 4. OPERATING LEASES Holdings leases office space, office equipment and medical equipment. Generally, real estate leases are for primary terms of from one to 12 years with options to renew for additional periods, and equipment leases are for terms of from one to seven years. Future minimum lease payments for all operating leases having initial or remaining noncancellable lease terms in excess of one year as of September 30, 1993 are as follows (dollars in thousands): 1994............................................................... $ 4,560 1995............................................................... 4,225 1996............................................................... 3,337 1997............................................................... 2,693 1998............................................................... 1,835 1999 and thereafter................................................ 3,485 ------- 20,135 Sublease income.................................................... (1,116) ------- $19,019 ------- -------
Rent expense under operating leases was as follows (dollars in thousands):
FOR THE YEAR ENDED SEPTEMBER 30, ------------------------------- 1993 1992 1991 ------- ------- ------- Minimum rent.................................. $18,496 $16,107 $13,609 Sublease income............................... (795) (609) (317) ------- ------- ------- $17,701 $15,498 $13,292 ------- ------- ------- ------- ------- -------
F-18 59 EPIC HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Holdings' long-term debt, net of discounts, is summarized below (dollars in thousands):
SEPTEMBER 30, ------------------- 1993 1992 -------- -------- 12% Senior Deferred Coupon Notes, principal of $250,000 due 2002........................................................... $167,197 $148,628 11.375% Class B-1 First Priority Mortgage Notes payable in semi-annual payments of $9,000 commencing in July 1996 with a final payment of $10,000 in July 2001.......................... 99,579 99,500 11.5% Class B-2 First Priority Mortgage Notes payable in semi-annual payments of $500 through July 1994, increasing to $750 in January 1995, to $1,500 in January 1997, to $8,000 in January 1998, to $9,000 in January 1999, with a final payment of $15,500 in July 2001........................................ 83,112 84,046 Class B-3 First Priority Mortgage Notes payable in semi-annual payments of $750 commencing in January 1995, increasing to $3,000 in January 1997 through July 1998, with a fluctuating interest rate (6.5% at September 30, 1993)..................... 15,000 15,000 Other mortgage debt and capital lease obligations with varying maturities and interest rates ranging from 4.75% to 12.9%...... 20,651 20,351 Acquisition loan payable in quarterly installments of $1,250 commencing in October 1993 with a fluctuating interest rate (8.0% at September, 1993)...................................... 19,542 -- Zero Coupon Notes, principal of $89,313 due 2001 with an effective interest rate of 14.8%............................... 28,564 24,770 Additional Zero Coupon Notes, principal of $7,079 due 2001 with an effective interest rate of 14.8%............................ 2,265 1,964 11.875% Senior ESOP Notes payable in three equal annual payments commencing in September 1996 with an effective interest rate of 13.03%................................................. 72,141 76,840 10.875% Senior Subordinated Notes due 2003....................... 160,000 -- 15% Senior Subordinated Notes payable in three equal annual payments commencing in 1999.................................... 40,320 104,852 11% Junior Subordinated Pay-In-Kind Notes payable in three equal annual payments commencing in September 2001................... 19,148 45,742 -------- -------- 727,519 621,693 Current maturities............................................... (47,914) (2,330) -------- -------- $679,605 $619,363 -------- -------- -------- --------
The 12% Senior Deferred Coupon Notes are reflected at their fair value of $140,053,000 at March 25, 1992, plus accretion of discount through September 30, 1993. Interest is payable semi-annually beginning March 16, 1997. The Mortgage Notes are the indebtedness of EPIC Properties, Inc. ("EPIC Properties"), an indirect wholly-owned subsidiary of EPIC. The Mortgage Notes are secured by mortgages on 24 acute care hospital complexes ("the Mortgaged Hospitals") and the land on which such buildings are located, and by a first priority security interest in certain furnishings and equipment located at each of the Mortgaged Hospitals. The Mortgage Notes are fully and unconditionally guaranteed by EPIC (see Note 18). The interest rate on the Class B-1 First Priority Mortgage Notes (the "Class B-1 Notes") will increase to 11.5% after September 30, 1995. If the Internal Revenue Service determines that interest on the Class B-1 Notes does not qualify for a 50% exclusion from federal taxable income, the interest rate on the Class B-1 Notes will increase to 11.5% for all periods through September 30, 1995 during which such interest exclusion is not available. EPIC incurred losses on refinancing concurrent with the issuance of the Mortgage Notes, due primarily to the write-off of loan issue costs. These losses, totalling $3,911,000, are recorded as an extraordinary item (net of income tax benefit of $1,330,000) in the consolidated statement of operations for the fiscal year ended September 30, 1991. F-19 60 EPIC HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) The Zero Coupon Notes are reflected at their fair value of $14,008,000, as estimated by EPIC at September 30, 1988, plus accretion of discount through September 30, 1993. No interest or principal is payable until maturity. Additional Zero Coupon Notes were issued under an interest rate cap agreement with AMI (see Note 13) and are reflected at their original fair value plus accretion of discount through September 30, 1993. No interest or principal is payable until maturity. A subsidiary of EPIC purchased $5,400,000 and $19,850,000 face value of the 11.875% Senior ESOP Notes on the open market for $5,616,000 and $20,293,000 plus accrued interest in fiscal 1993 and 1992, respectively (the "Senior ESOP Note Purchases"). Losses of $570,000 and $1,917,000 due to the write-off of debt issue costs and unamortized discounts and the payment of a premium on the Senior ESOP Note Purchase are recorded as extraordinary items (net of income tax benefit of $652,000 in 1992) in the consolidated statements of operations for the fiscal years ended September 30, 1993 and 1992. The 11.875% Senior ESOP Notes, which carry detached stock purchase warrants (see Note 9), have a stated principal amount of $100,000,000 and are reflected at their fair value of $93,988,000, as estimated by EPIC at September 30, 1988, less the Senior ESOP Note Purchases, plus accretion of discount through September 30, 1993. On June 18, 1993, EPIC refinanced $74,680,000 in principal of the 15% Senior Subordinated Notes and $53,697,000 in principal of the 11% Junior Subordinated Pay-In-Kind Notes (the "Refinancing") through the issuance of the 10.875% Senior Subordinated Notes. The 10.875% Senior Subordinated Notes are guaranteed by certain subsidiaries of EPIC (see Note 18). Under the terms of the Second Amended and Restated Credit Agreement dated as of September 30, 1988, and amended and restated as of July 30, 1991, and September 1, 1993 (the "Amended Credit Agreement"), EPIC is required to call the remaining $40,320,000 in principal of the 15% Senior Subordinated Notes by February 28, 1994, with the remaining proceeds of the Refinancing. The remaining principal of the 15% Senior Subordinated Notes at September 30, 1993, has been recorded as current maturities of long term debt in the consolidated balance sheets. EPIC incurred a loss before taxes of $21,390,000 on the Refinancing, which resulted from the write-off of loan issue costs and unamortized discount on the 15% Senior Subordinated Notes and the redeemed portion of the 11% Junior Subordinated Pay-In-Kind Notes, payments to the holders of the 15% Senior Subordinated Notes and the 11.875% Senior ESOP Notes for waivers of certain provisions of the respective indentures and the accrual of the call premium to be paid on redeeming the remaining principal on the 15% Senior Subordinated Notes. These losses are recorded as an extraordinary item in the consolidated statements of operations. The 15% Senior Subordinated Notes are guaranteed by certain wholly-owned subsidiaries of EPIC (see Note 18) and are secured by a fourth pledge of the common stock of such subsidiaries. Interest on the 11% Junior Subordinated Pay-in-Kind Notes is payable semiannually by the issuance of additional 11% Junior Subordinated Pay-in-Kind Notes through September 30, 1995, and thereafter, if Holdings is prohibited from making cash interest payments by the terms of any senior debt existing on September 30, 1988 less the amount retired in the Refinancing. The notes, which have a stated principal amount of $50,000,000, have been recorded at their fair value estimated by EPIC at September 30, 1988, of $22,900,000 plus accretion of discount through September 30, 1993, less the amount retired as a result of the Refinancing. The effective interest rate for these notes is 18.07%. The Amended Credit Agreement provides EPIC with revolving loan commitments and an acquisition loan to be used for working capital and acquisition funds for EPIC. As of September 30, 1993, revolving loan commitments aggregated $30 million. Any revolving loan commitments outstanding are due July 31, 1997. F-20 61 EPIC HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Interest is generally payable monthly at the following rates per annum, at EPIC's option: (i) 1.5% in excess of the higher of the prime rate in effect from time to time or the annual yield on ninety-day commercial paper or (ii) 2.5% in excess of the LIBOR rate. There were no revolving loans outstanding as of September 30, 1993, and 1992, respectively. The acquisition term loan principal amount outstanding is payable in quarterly installments commencing on October 31, 1993 through July 31, 1997. Interest is generally payable quarterly at the following rates per annum, at EPIC's option: (i) 2.0% in excess of the higher of the prime rate in effect from time to time or the annual yield on ninety-day commercial paper or (ii) 3.0% in excess of the LIBOR rate. In connection with the issuance of the Mortgage Notes, EPIC Properties obtained a revolving line of credit. The line of credit can only be used for the purpose of paying interest or principal on the Mortgage Notes. The maximum loan amount available is the lesser of $22 million or the annual interest accrual of the Mortgage Notes. The line of credit would bear an interest rate of the Prime Lending Rate of AmSouth Bank plus 2%. There were no loans outstanding under the line of credit as of September 30, 1993 and 1992, respectively. The Amended Credit Agreement and other long-term debt agreements contain a number of restrictive covenants, including restrictions on incurrence of debt, sales of assets, payment of cash dividends, requirements to maintain certain financial ratios and a specified level of net worth, as defined, and other limitations, including limitations on the use of funds from the sale of certain assets. As of September 30, 1993, the maturities of long-term debt were as follows (dollars in thousands): 1994.............................................................. $ 47,914 1995.............................................................. 9,498 1996.............................................................. 43,545 1997.............................................................. 58,546 1998.............................................................. 67,207 1999 and thereafter............................................... 671,160 --------- 897,870 Unamortized discounts and unaccreted interest..................... (170,351) --------- $ 727,519 --------- ---------
6. INCOME TAXES The income tax benefit for fiscal 1992 and 1991 was comprised of deferred federal benefits of $11,800,000 and $9,996,000 respectively, arising from reported financial losses and state income tax expense of $1,984,000 and $888,000 in fiscal 1993 and 1992, respectively. For financial reporting purposes, Holdings has utilized all of its deferred federal tax liability and has not recognized a benefit for the current net operating loss pursuant to the provisions of SFAS No. 96. Taxes paid during 1993 and 1992 primarily relate to state income taxes and estimated federal tax payments. F-21 62 EPIC HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Holdings' consolidated effective federal tax rate differed from the federal statutory rate as set forth in the following table:
FOR THE YEAR ENDED SEPTEMBER 30, -------------------------------- 1993 1992 1991 -------- ------- ------- Tax benefit computed at federal statutory rate (34%)............................................... $ 16,022 $12,547 $10,732 Amortization of excess purchase price over net assets acquired............................................ (790) (614) (601) Losses not subject to benefit......................... (15,089) -- -- Other, net............................................ (143) (133) (135) -------- ------- ------- Income tax benefit.................................... $ -- $11,800 $ 9,996 -------- ------- ------- -------- ------- -------
The deferred income tax benefit results from the following temporary differences in reporting for financial and income tax purposes:
FOR THE YEAR ENDED SEPTEMBER 30, ------------------------------- 1993 1992 1991 ------- ------- ------- (IN THOUSANDS) Book/tax difference on sale of assets................. $ 3,835 $ -- $ -- Book/tax depreciation differences..................... 475 221 (3,392) Net operating loss recognized currently for financial reporting........................................... 2,976 1,412 6,134 SAR compensation not currently deductible............. 968 3,673 2,426 Professional liability reserves not currently deductible.......................................... 383 1,013 4,345 Other reserves for estimated losses and contingencies not currently deductible............................ 1,348 2,217 508 Paid time off accrued for financial reporting, not currently deductible................................ 339 719 89 Difference arising from ESOP loan fees initially expensed for tax purposes but capitalized and amortized for financial reporting purposes.......... 197 427 (480) Difference in methods used to reserve for bad debts... 802 1,014 55 Difference in ESOP contribution deduction............. (162) 207 (1,317) Difference in methods for reporting interest.......... 1,553 562 694 Losses not subject to benefit......................... (15,089) -- -- Other................................................. 2,375 335 934 ------- ------- ------- Deferred income tax benefit........................... $ -- $11,800 $ 9,996 ------- ------- ------- ------- ------- -------
Net operating loss carryforwards of approximately $72,106,000 (expiring in the years 2004, 2005, 2006, 2007 and 2008) are available to offset future income for federal and state tax purposes. The utilization of these net operating loss carryforwards is dependent upon future taxable income. Net operating loss carryforwards of $47,123,000 are available for financial reporting purposes. 7. DEFERRED COMPENSATION Holdings has adopted a deferred compensation plan (the "SAR Plan") as part of its overall executive compensation program to attract, motivate and retain key employee-owners. As of September 30, 1993, 5,873,582 SAR Plan units, each exchangeable for one share of Holdings Common Stock or redeemable for cash or other property under certain circumstances, were held by certain key employee-owners and former employee-owners. During fiscal 1993, 1992 and 1991, 309,500, 1,481,065 and 1,002,000 SAR Plan units were granted and 427,800, 218,000, and 243,000 SAR Plan units were cancelled, respectively. The outstanding SAR Plan units vest in varying amounts at varying periods not exceeding five years beginning on each respective grant date. A maximum of 6,587,565 SAR Plan units, reduced by all units redeemed may be F-22 63 EPIC HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) outstanding at any time. During fiscal 1993, 1992, and 1991, Holdings accrued SAR Plan compensation expense of $3,848,000, $11,805,000, and $8,135,000, respectively. During fiscal 1993, 123,417 SAR Plan units were redeemed for $974,994 in cash ($7.90 per unit) and 3,125 units were redeemed for $25,000 in cash ($8.00 per unit); in October 1993, 121,874 SAR Plan units were redeemed for $974,996 in cash ($8.00 per unit). During fiscal 1992, 129,998 SAR Plan units were redeemed for $974,985 in cash ($7.50 per unit) and 3,164 SAR Plan units were redeemed for $24,996 in cash ($7.90 per unit). 8. REDEEMABLE PREFERRED STOCK Pursuant to the Merger, the EPIC Class A and Class B Preferred Stock was converted to Holdings Preferred Stock and the EPIC Class C Preferred Stock was converted to Holdings Common Stock. The EPIC Class A and Class B Preferred Stock, which had a book value of $66,360,000 and $66,776,000, respectively, was repurchased from AMI for $130,000,000. The EPIC Class C Preferred Stock, which had a book value of $63,935,000 was converted into 9,423,075 shares of Holdings Common Stock. At September 30, 1988, redeemable preferred stock of EPIC was recorded at fair value estimated by EPIC, based on an independent valuation. The recorded amounts were less than the mandatory redemption amounts for the EPIC Class A and Class B Preferred Stock and were increased by the recording of dividends at the stated rate and by accretion of the discount, and reduced by the discount recorded on declared and accrued dividends, so that the carrying amounts would equal the mandatory redemption amounts at the mandatory redemption dates. Dividends on the EPIC Class A and Class B Preferred Stock were cumulative and payable quarterly at annual rates of $10.00 and $10.50 per share, respectively, out of funds legally available. EPIC declared and paid such dividends in like stock three quarters in arrears, however, such dividends were accrued quarterly. For the dividend periods after September 30, 1988, to conversion, dividends were paid in additional shares of the same class of stock at the rate of 0.025 and 0.02625, respectively, of a share of stock. During fiscal 1992, EPIC declared dividends of 26,144 shares of EPIC Class A Preferred Stock and 28,182 shares of EPIC Class B Preferred Stock. Holders of shares of EPIC Class C Preferred Stock were entitled to receive cumulative dividends out of funds legally available at the annual rate of $8.00 per share. No dividends were declared on the EPIC Class C Preferred Stock; however, EPIC had recorded accruals of $1,935,000 during fiscal year 1992 and $4,000,000 during fiscal year 1991 for undeclared dividends. 9. COMMON STOCK WARRANTS AND OPTIONS The Senior ESOP Notes and 15% Senior Subordinated Notes carried detachable stock purchase warrants to purchase 1,884,615 and 3,795,000 shares of EPIC Common Stock for $.01 and $.001 per share, subject to anti-dilution adjustments. The aggregate fair values of these warrants estimated by EPIC, based on an independent valuation, at date of issuance were $6,012,000 and $12,103,000, respectively. In addition, EPIC agreed to issue to AMI certain warrants to purchase 925,129 shares of EPIC Common Stock at an exercise price of $.001 per share. Immediately prior to the Merger, 6,306,395 of the warrants outstanding were exercised for 63,064 shares of EPIC Common Stock. In conjunction with the Merger, all of the remaining warrants outstanding became warrants to acquire the same number of shares of Holdings Common Stock. During fiscal 1992, after the Merger, 152,692 of the warrants outstanding were exercised for Holdings Common Stock. During fiscal 1993, 3,300 of the warrants outstanding were exercised. Warrants to purchase 142,357 shares of Holdings Common Stock were outstanding at September 30, 1993. F-23 64 EPIC HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) On December 14, 1988, EPIC adopted the EPIC Healthcare Group, Inc. Stock Option Plan (the "Stock Option Plan"). Under the Stock Option Plan, the Board of Directors is authorized to grant options to EPIC directors, officers and salaried employee-owners to purchase up to 500,000 shares of Holdings Common Stock. Options granted vest in five equal annual installments. No options were granted during fiscal 1993, 1992 or 1991. At September 30, 1993, options for 32,000 shares were exercisable. 10. COMMON STOCK Prior to the Merger, warrants were exercised for 63,064 shares of EPIC Common Stock and 1,452 shares were repurchased by EPIC from participants of the EPIC ESOP. Pursuant to the Merger, 30,739,378 shares of EPIC Common Stock were converted to Holdings Common Stock and the EPIC Class C Preferred Stock was converted to 9,423,075 shares of Holdings Common Stock. Since the Merger, warrants have been exercised for 155,992 shares of Holdings Common Stock. Additionally, 219,004 shares have been distributed to participants of the EPIC ESOP, which were repurchased by Holdings. Holdings has reserved 142,357 shares of Holdings Common Stock for issuance upon the exercise of outstanding warrants to purchase Holdings Common Stock and 5,902,116 shares have been reserved for future issuance under the SAR Plan. 11. LOSS PER COMMON SHARE Loss per common share has been computed by dividing the net loss to common stockholders by the average number of common shares outstanding during the period. The exercise of the outstanding common stock warrants and other common stock equivalents has not been assumed as the effect would be antidilutive. Assuming conversion of the EPIC redeemable preferred stock as of October 1, 1991, the net loss per common share of Holdings would have been $32,645,000 as a result of the elimination of the redeemable preferred stock dividend of $11,048,000 and additional interest expense of $8,806,000 on the Holdings Notes (from the period from October 1, 1991, to March 24, 1992). The weighted average number of common shares outstanding would have been 40,183,036 shares. As a result, the net loss per common share in fiscal 1992 would have been $0.84. 12. PROFESSIONAL AND GENERAL LIABILITY RISKS Holdings is self-insured for its professional and general liability risks. As of September 30, 1993, the unfunded reserve for this self insurance was $45,130,000 of which $11,000,000 was included in current liabilities. EPIC has funded $12,482,000 of the reserves through a wholly-owned captive insurance company at September 30, 1993. The reserves for losses and related expenses are discounted to their present value based on expected loss reporting patterns determined by independent actuaries using a rate of 9%. AMI has retained the liability for all professional liability claims with a date of occurrence prior to October 1, 1988. 13. RELATED PARTY TRANSACTIONS EPIC and AMI entered into an interest rate cap agreement (the "Senior Interest Cap Agreement") whereby AMI agreed to pay to EPIC the amounts by which EPIC's interest costs under certain tranches of indebtedness exceeded, during each of the three fiscal years after September 30, 1988, certain specified rates, net of the effect of any reimbursement to EPIC by Medicare, Medicaid, or Blue Cross for any interest expense incurred by EPIC in excess of such rates in connection with such loans. On August 28, 1991, EPIC and AMI agreed that it was mutually in their best interest to terminate the Senior Interest Cap Agreement prior to its scheduled expiration of October 1, 1991. EPIC and AMI further agreed that each party had fully performed all of its obligations under the Senior Interest Cap Agreement and each party released the other from future obligations thereunder. F-24 65 EPIC HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Pursuant to the terms of the Senior Interest Cap Agreement, EPIC issued Additional Zero Coupon Notes to AMI in the principal amounts of $1,612,000 and $2,844,000 during fiscal 1990 and 1989, respectively, in exchange for cash of a like amount paid to EPIC by AMI during such years. In fiscal 1991, EPIC paid to AMI $2,864,000 and issued Additional Zero Coupon Notes to AMI with a present value of $626,000 in exchange for the cancellation of the zero coupon notes issued in 1989. AMI has sold their interest in the Additional Zero Coupon Notes. Net interest expense of $839,000 was recognized during fiscal 1991 relating to this agreement. EPIC and AMI have entered into certain other agreements, including a registration rights agreement pursuant to which EPIC has agreed to register the securities issued to AMI under the Securities Act of 1933. AMI has also agreed to indemnify EPIC against certain liabilities associated with the breach of representations and warrants made by AMI, certain tax liabilities that may arise, certain reimbursements still pending related to the Acquisitions and certain fees, costs, and expenses. During fiscal 1993, AMI reimbursed $1,621,000 relating to AMI's indemnifications of EPIC for certain intermediary adjustments to reimburse costs relating to cost report years that preceded the formation of EPIC. EPIC entered into a three year group purchasing agreement, effective September 1, 1993, with a subsidiary of AMI, which allows the Company to purchase supplies at lower group rates. The Company expects to purchase more than $30,000,000 per year of supplies under terms of the agreement. The Company will pay $180,000 per year to participate in this program. David R. Belle-Isle, a former officer of EPIC, borrowed $181,000 from EPIC in December 1988 in connection with his relocation to Texas. The loan was interest free until it was restructured in October 1990. Effective as of the 30th day of September 1991, this debt, totalling $160,000, was forgiven. The Company reimbursed Mr. Belle-Isle for the tax liability associated with the forgiveness of the loan. EPIC has a consulting agreement with The Elder Group, of which Thomas H. Elder, who formerly served as EPIC's Management Services Officer, is the Managing Principal. EPIC paid The Elder Group approximately $1,300,000 and $1,000,000 in fiscal 1992 and 1991, respectively. EPIC has an investment in the preferred stock of the Compucare Company ("Compucare"), who is developing and installing one of EPIC's new information systems. The chief executive officer of EPIC is on the board of directors of Compucare. Payments to Compucare for fiscal 1993 totalled $5,651,000. 14. FAIR VALUES OF FINANCIAL INSTRUMENTS SFAS No. 107 "Disclosures about Fair Value of Financial Instruments", requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in any cases, could not be realized in immediate settlement of the instrument. SFAS No. 107 excluded certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of Holdings. The following methods and assumptions were used by Holdings in estimating its fair value disclosures for financial instruments. Cash Equivalents, Cash Restricted for Interest Payments, and Marketable Securities The carrying amounts reported in the consolidated balance sheets for cash equivalents, cash restricted for interest payments, and marketable interest bearing securities approximates their fair values. F-25 66 EPIC HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Long-Term Debt (Including Current Maturities) The fair values of Holdings' long-term debt, except the Class B-1 and Class B-2 First Priority Mortgage Notes, are estimated using quoted market prices or the call price. The fair value of the Class B-1 and Class B-2 First Priority Mortgage Notes are estimated using discounted cash flow analysis based on Holdings' incremental borrowing rate for similar types of borrowing arrangements. The carrying amounts and estimated fair values of Holdings' financial instruments at September 30, 1993 are as follows (in thousands):
CARRYING FAIR AMOUNT VALUE -------- -------- Cash equivalents, cash restricted for interest payments, and marketable securities.......................................... $112,529 $112,529 Long-term debt................................................... $727,519 $772,006
15. EXTRAORDINARY ITEMS Extraordinary items of $21,960,000 in 1993, $1,265,000 ($1,917,000, net of income tax benefit of $652,000) in 1992 and $2,581,000 ($3,911,000, net of income tax benefit of $1,330,000) in 1991 were primarily due to the write-offs of loan issue costs and unamortized discounts on retirements of long-term debt (see Note 5). 16. SUPPLEMENTARY INCOME STATEMENT INFORMATION Maintenance and repair expense was $17,101,000, $17,564,000, and $16,159,000 for fiscal 1993, 1992, and 1991, respectively. 17. CONTINGENCIES Final determination of amounts earned under prospective payment and cost-reimbursement programs is subject to review by appropriate governmental authorities or their agents. In the opinion of management, adequate provision has been made for any adjustments that could result from such reviews. Holdings is currently, and from time to time is expected to be, subject to claims and suits arising in the ordinary course of business. In the opinion of management, the ultimate resolution of such matters will not have a material effect on Holding's results of operations, financial position, or liquidity. Pursuant to the terms of the Acquisitions, claims relating to litigation, medical benefits, and workers' compensation occurring prior to October 1, 1988, remain the obligation of AMI. 18. GUARANTOR SUBSIDIARIES Certain subsidiaries of EPIC (the "Guarantor Subsidiaries") guarantee the loans under the Bank Credit Agreement, AMI Zero Coupon Notes, Additional AMI Zero Coupon Notes, 11.875% Senior ESOP Notes, 10.875% Senior Subordinated Notes, 15% Senior Subordinated Notes and 11% Junior Subordinated Pay-In-Kind Notes. Certain other subsidiaries, including EPIC Properties, are not Guarantor Subsidiaries (the Nonguarantor Subsidiaries) (see Note 5). All equity interests in the Nonguarantor Subsidiaries, other than those held by minority interests, are held by EPIC. Condensed consolidating financial information of EPIC, the Guarantor Subsidiaries, EPIC Properties and the other Nonguarantor Subsidiaries are included in the footnotes to the consolidated financial statements of EPIC included elsewhere herein. F-26 67 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS) ASSETS
DECEMBER 31, SEPTEMBER 30, 1993 1993 ------------ ------------- (UNAUDITED) CURRENT ASSETS Cash and cash equivalents......................................... $ 40,940 $ 56,756 Cash restricted for interest payment.............................. 9,573 3,820 Marketable securities............................................. 34,132 47,347 Accounts receivable, net of reserves for uncompensated care of $31,187 and $29,286............................................ 99,392 76,957 Supply inventories................................................ 20,973 20,687 Prepaid expenses and other........................................ 12,398 4,574 Deferred income taxes............................................. 5,384 -- TOTAL CURRENT ASSETS................................................ 222,792 210,141 PROPERTY AND EQUIPMENT.............................................. 810,055 786,798 ACCUMULATED DEPRECIATION AND AMORTIZATION........................... (231,239) (218,746) ------------ ------------- 578,816 568,052 EXCESS OF PURCHASE PRICE OVER NET ASSETS ACQUIRED, net of accumulated amortization.......................................... 52,461 52,965 OTHER ASSETS, net of accumulated amortization....................... 34,551 33,818 ------------ ------------- TOTAL ASSETS........................................................ $ 888,620 $ 864,976 ------------ ------------- ------------ -------------
LIABILITIES AND STOCKHOLDER'S EQUITY CURRENT LIABILITIES Current maturities of long-term debt.............................. $ 48,049 $ 47,914 Accounts payable.................................................. 45,551 44,610 Accrued liabilities............................................... 96,636 87,531 ------------ ------------- TOTAL CURRENT LIABILITIES........................................... 190,236 180,055 LONG-TERM DEBT...................................................... 512,999 512,408 DEFERRED INCOME TAXES............................................... 11,378 5,994 RESERVE FOR PROFESSIONAL LIABILITY RISKS............................ 46,557 46,612 OTHER DEFERRED LIABILITIES.......................................... 42,013 42,450 COMMITMENTS AND CONTINGENT LIABILITIES.............................. MINORITY INTERESTS.................................................. 5,909 5,472 STOCKHOLDER'S EQUITY Common stock, $.01 par value...................................... -- -- Paid-in capital................................................... 373,719 373,838 Notes receivable from EPIC ESOP................................... (137,381) (148,214) Retained earnings (deficit)....................................... (156,810) (153,639) ------------ ------------- TOTAL STOCKHOLDER'S EQUITY.......................................... 79,528 71,985 ------------ ------------- TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY.......................... $ 888,620 $ 864,976 ------------ ------------- ------------ -------------
See notes to condensed consolidated financial statements. F-27 68 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (DOLLARS IN THOUSANDS)
FOR THE THREE MONTHS ENDED DECEMBER 31, ----------------------- 1993 1992 -------- -------- NET OPERATING REVENUE................................................ $272,451 $244,352 COSTS AND EXPENSES: Salaries and wages................................................. 99,526 84,634 Employee benefits.................................................. 21,094 22,997 ESOP expense....................................................... 5,635 5,182 Supplies........................................................... 32,025 30,041 Uncompensated care................................................. 19,618 19,048 Other.............................................................. 64,613 57,871 Depreciation and amortization...................................... 13,130 13,791 Interest expense................................................... 18,745 17,426 -------- -------- TOTAL COSTS AND EXPENSES............................................. 274,386 250,990 INTEREST INCOME...................................................... 806 636 -------- -------- LOSS BEFORE INCOME TAX BENEFIT (EXPENSE), MINORITY INTERESTS AND EXTRAORDINARY ITEM................................................. (1,129) (6,002) INCOME TAX BENEFIT (EXPENSE)......................................... (375) 431 MINORITY INTERESTS IN INCOME OF CONSOLIDATED SUBSIDIARIES, net of income tax benefit (expense)....................................... (1,667) (556) -------- -------- LOSS BEFORE EXTRAORDINARY ITEM....................................... (3,171) (6,127) EXTRAORDINARY ITEM, net of income tax benefit........................ -- (503) -------- -------- NET LOSS............................................................. $ (3,171) $ (6,630) -------- -------- -------- --------
See notes to condensed consolidated financial statements. F-28 69 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (DOLLARS IN THOUSANDS)
FOR THE THREE MONTHS ENDED DECEMBER 31, ----------------------- 1993 1992 -------- -------- OPERATING ACTIVITIES Net loss........................................................... $ (3,171) $ (6,630) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization................................... 13,130 13,791 Non-cash provision for professional liability risks............. (1,111) 437 ESOP expense.................................................... 5,635 5,182 Deferred SAR Plan compensation.................................. (274) (1,496) Minority interests in income of consolidated subsidiaries....... 1,667 631 Non-cash interest............................................... 3,906 4,698 Deferred income tax benefit..................................... -- (749) Extraordinary item.............................................. -- 570 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable............................................. (22,435) 342 Supply inventories and other assets............................. (8,390) (10,549) Accounts payable and other liabilities.......................... 9,938 8,747 -------- -------- Net cash provided by (used in) operating activities........ (1,105) 14,974 INVESTING ACTIVITIES Investments in marketable securities, net.......................... 13,215 6,395 Cash paid for acquisitions......................................... (960) (4,100) Additions to property and equipment................................ (23,431) (7,410) Other.............................................................. (661) (811) -------- -------- Net cash used in investing activities...................... (11,837) (5,926) FINANCING ACTIVITIES Payments on debt obligations....................................... (1,415) (76) Line of credit borrowings, net..................................... -- 800 Purchase of Senior ESOP Notes...................................... -- (5,616) Dividends paid to EPIC Holdings.................................... (119) (11) Distributions and dividends to minority interests.................. (1,132) (2,340) Payments of debt issue costs and other, net........................ (208) (59) -------- -------- Net cash used in financing activities...................... (2,874) (7,302) -------- -------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS..................... (15,816) 1,746 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD..................... 56,756 32,641 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD........................... $ 40,940 $ 34,387 -------- -------- -------- -------- SUPPLEMENTARY INFORMATION Cash paid for interest............................................. $ 8,513 $ 1,598 Cash paid for income taxes......................................... $ 199 $ 176
See notes to condensed consolidated financial statements. F-29 70 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1) BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of EPIC Healthcare Group, Inc. and Subsidiaries (the "Company" or "EPIC"), a wholly-owned subsidiary of EPIC Holdings, Inc. ("Holdings"), have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. Operating results for the three month period ended December 31, 1993 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 1994. These financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended September 30, 1993. Certain prior period amounts have been reclassified to conform with the fiscal 1994 presentation. 2) SUBSEQUENT EVENT On January 9, 1994, Holdings entered into an Agreement and Plan of Merger (the "Merger Agreement") with HealthTrust, Inc. -- The Hospital Company, a Delaware corporation ("HTI"), and Odyssey Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of HTI ("HTI Sub"), providing for the merger (the "Merger") of HTI Sub with and into Holdings following which Holdings would become a wholly-owned subsidiary of HTI. The Merger is expected to result in a termination of the EPIC ESOP. Under the terms of the Merger Agreement, which was unanimously approved by the Boards of Directors of both HTI and Holdings, shareholders of Holdings will receive $7.00 per share of Holdings' common stock. HTI intends to offer to purchase Holdings' 12% Senior Deferred Coupon Notes due 2002, and EPIC's 11.375% Class B-1 First Priority Mortgage Notes due 2001, 11.5% Class B-2 First Priority Mortgage Notes due 2001, Class B-3 First Priority Mortgage Notes, and 10.875% Senior Subordinated Notes due 2003 and to redeem other outstanding EPIC indebtedness in accordance with their terms. HTI also plans to seek the consent of the holders of Holdings' and EPIC's indebtedness to amend certain restrictive provisions. Consummation of the Merger is subject to a number of conditions, including the approval of Holdings' shareholders and the consummation of certain debt consent solicitations. American Medical International, Inc. and the trustee of the EPIC ESOP (who controls the unallocated shares of the EPIC ESOP) have agreed, subject to the fulfillment of certain conditions, to vote their shares of Holdings common stock (approximately 52% combined) in favor of the Merger. The transaction is expected to close by May of 1994. 3) INCOME TAXES Effective October 1, 1993, the Company changed its method of accounting for income taxes to the liability method as required by Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes", which superseded SFAS No. 96. As permitted under the rules of SFAS No. 109, prior years' financial statements have not been restated. Adoption of SFAS No. 109 had no effect on current period operations. Due to the uncertainty of the realization of the net deferred federal tax liability, the Company established a valuation allowance against the deferred federal tax assets so that deferred federal tax assets equalled deferred federal tax liabilities. The net deferred tax liability reported relates primarily to state taxes. F-30 71 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) (UNAUDITED) 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 assets and liabilities as of October 1, 1993 are as follows (in thousands): DEFERRED TAX LIABILITIES Property and equipment basis difference....................... $ 42,908 Loan fees.................................................... 1,547 ESOP contribution............................................ 3,455 State taxes and other........................................ 5,994 -------- Total deferred tax liabilities............................... 53,904 -------- DEFERRED TAX ASSETS Bad debt reserve differences.................................. 6,593 Professional liability reserves.............................. 15,670 SAR compensation............................................. 14,034 Health plan and workers' compensation reserve................ 3,652 Paid time off reserve........................................ 1,788 Net operating losses......................................... 24,312 Other........................................................ 700 -------- Total deferred tax assets.................................... 66,749 Valuation allowance.......................................... (18,839) -------- -------- Net deferred tax assets...................................... 47,910 -------- Net deferred tax liability................................... $ 5,994 --------
No tax benefit was recorded for the current net operating loss and no federal taxes are anticipated for fiscal 1994. Current income tax expense of $375,000 relates to state income taxes. 4) CHANGES IN STOCKHOLDER'S EQUITY During the three-month period ended December 31, 1993, the Company paid dividends of $119,000 to Holdings, which were recorded as a reduction in paid-in capital, and received a principal payment on the Notes receivable from the EPIC ESOP of $10,833,000, which was recorded as a reduction of the Notes receivable from EPIC ESOP. 5) GUARANTOR SUBSIDIARIES Certain subsidiaries of EPIC (the "Guarantor Subsidiaries") guarantee the loans under the Amended Credit Agreement, the Zero Coupon Notes, the Additional Zero Coupon Notes, the 11.875% Senior ESOP Notes, the 10.875% Senior Subordinated Notes, the 15% Senior Subordinated Notes and the 11% Junior Subordinated Pay-In-Kind Notes. Certain other subsidiaries, including EPIC Properties, Inc. ("EPIC Properties") are not Guarantor Subsidiaries (the "Nonguarantor Subsidiaries"). All equity interests in the Nonguarantor Subsidiaries, other than those held by minority interests, are held by EPIC. F-31 72 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) (UNAUDITED) Following is condensed consolidating financial information of EPIC, the Guarantor Subsidiaries, EPIC Properties and the other Nonguarantor Subsidiaries: CONDENSED CONSOLIDATING BALANCE SHEETS DECEMBER 31, 1993 (DOLLARS IN THOUSANDS) ASSETS
EPIC HEALTHCARE EPIC OTHER GROUP, INC. HEALTHCARE GUARANTOR EPIC NONGUARANTOR AND GROUP, INC. SUBSIDIARIES PROPERTIES SUBSIDIARIES ELIMINATIONS SUBSIDIARIES ----------- ------------ ----------- ------------ ------------ ------------- CURRENT ASSETS Cash and cash equivalents.............. $ 4,948 $ 29,826 $ 1,918 $ 4,248 $ -- $ 40,940 Cash restricted for interest payment... -- -- 9,573 -- -- 9,573 Marketable securities.................. -- 22,672 -- 11,460 -- 34,132 Accounts receivable, net............... 558 72,307 470 31,320 (5,263) 99,392 Supply inventories..................... -- 16,820 -- 4,153 -- 20,973 Prepaid expenses and other............. 5,931 5,044 237 1,186 -- 12,398 Deferred income taxes.................. 5,384 -- -- -- -- 5,384 Receivables from affiliates............ 160,997 34,140 -- 5,930 (201,067) -- ----------- ------------ ----------- ------------ ------------ ------------- TOTAL CURRENT ASSETS............. 177,818 180,809 12,198 58,297 (206,330) 222,792 PROPERTY AND EQUIPMENT................... -- 283,970 444,673 81,412 -- 810,055 ACCUMULATED DEPRECIATION AND AMORTIZATION........................... -- (55,974) (146,387) (28,878) -- (231,239) ----------- ------------ ----------- ------------ ------------ ------------- -- 227,996 298,286 52,534 -- 578,816 INVESTMENTS IN SUBSIDIARIES.............. 64,684 89,641 -- -- (154,325) -- EXCESS OF PURCHASE PRICE OVER NET ASSETS ACQUIRED, net.......................... -- 38,107 -- 14,354 -- 52,461 OTHER ASSETS, net........................ 11,844 89,786 895 3,427 (71,401) 34,551 RECEIVABLES FROM AFFILIATES.............. 297,673 4,117 -- -- (301,790) -- ----------- ------------ ----------- ------------ ------------ ------------- TOTAL ASSETS..................... $ 552,019 $630,456 $ 311,379 $128,612 $ (733,846) $ 888,620 ----------- ------------ ----------- ------------ ------------ ------------- ----------- ------------ ----------- ------------ ------------ ------------- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current maturities of long-term debt... $ 45,332 $ 686 $ 1,020 $ 1,011 $ -- $ 48,049 Accounts payable....................... 235 41,308 (71) 6,301 (2,222) 45,551 Accrued liabilities.................... 9,602 69,137 12,417 8,521 (3,041) 96,636 Payables to affiliates................. -- 166,927 -- 34,140 (201,067) -- ----------- ------------ ----------- ------------ ------------ ------------- TOTAL CURRENT LIABILITIES........ 55,169 278,058 13,366 49,973 (206,330) 190,236 LONG-TERM DEBT........................... 322,906 8,879 241,964 10,651 (71,401) 512,999 DEFERRED INCOME TAXES.................... 11,378 -- -- -- -- 11,378 RESERVE FOR PROFESSIONAL LIABILITY RISKS.................................. -- 32,011 -- 13,054 1,492 46,557 OTHER DEFERRED LIABILITIES............... -- 40,786 -- 1,227 -- 42,013 MINORITY INTERESTS....................... -- 5,226 -- 683 -- 5,909 PAYABLES TO AFFILIATES................... 1,363 297,673 564 1,330 (300,930) -- STOCKHOLDERS' EQUITY Common stock......................... -- -- 1 -- (1) -- Paid-in capital...................... 373,719 61,855 92,865 5,434 (160,154) 373,719 Notes receivable from EPIC ESOP...... (100,000) -- (37,381) -- -- (137,381) Retained earnings (deficit).......... (112,516) (94,032) -- 46,260 3,478 (156,810) ----------- ------------ ----------- ------------ ------------ ------------- TOTAL STOCKHOLDERS' EQUITY (DEFICIT)...................... 161,203 (32,177) 55,485 51,694 (156,677) 79,528 ----------- ------------ ----------- ------------ ------------ ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)...................... $ 552,019 $630,456 $ 311,379 $128,612 $ (733,846) $ 888,620 ----------- ------------ ----------- ------------ ------------ ------------- ----------- ------------ ----------- ------------ ------------ -------------
F-32 73 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) (UNAUDITED) CONDENSED CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 1993 (DOLLARS IN THOUSANDS) ASSETS
EPIC EPIC HEALTHCARE HEALTHCARE OTHER GROUP, INC. GROUP, GUARANTOR EPIC NONGUARANTOR AND INC. SUBSIDIARIES PROPERTIES SUBSIDIARIES ELIMINATIONS SUBSIDIARIES ---------- ------------ ---------- ------------ ------------ ------------ CURRENT ASSETS Cash and cash equivalents............. $ 8,944 $ 40,846 $ 2,062 $ 4,904 $ -- $ 56,756 Cash restricted for interest payment............................. -- -- 3,820 -- -- 3,820 Marketable securities................. -- 35,972 -- 11,375 -- 47,347 Accounts receivable, net.............. 474 56,000 1,071 21,321 (1,909) 76,957 Supply inventories.................... -- 16,589 -- 4,098 -- 20,687 Prepaid expenses and other............ 777 2,714 -- 1,083 -- 4,574 Receivables from affilaites........... 156,437 29,013 -- 13,663 (199,113) -- ---------- ------------ ---------- ------------ ------------ ------------ TOTAL CURRENT ASSETS.................... 166,632 181,134 6,953 56,444 (201,023) 210,141 PROPERTY AND EQUIPMENT.................. -- 264,044 444,673 78,081 -- 786,798 ACCUMULATED DEPRECIATION AND AMORTIZATION.......................... -- (50,548) (140,665) (27,533) -- (218,746) ---------- ------------ ---------- ------------ ------------ ------------ -- 213,496 304,008 50,548 -- 568,052 INVESTMENTS IN SUBSIDIARIES............. 64,684 109,474 -- -- (174,158) -- EXCESS OF PURCHASE PRICE OVER NET ASSETS ACQUIRED, net......................... -- 38,577 -- 14,388 -- 52,965 OTHER ASSETS, net....................... 12,440 89,314 936 2,529 (71,401) 33,818 RECEIVABLES FROM AFFILIATES............. 297,673 -- -- -- (297,673) -- ---------- ------------ ---------- ------------ ------------ ------------ TOTAL ASSETS............................ $ 541,429 $631,995 $ 311,897 $123,909 $ (744,254) $864,976 ---------- ------------ ---------- ------------ ------------ ------------ ---------- ------------ ---------- ------------ ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current maturities of long-term debt................................ $ 45,333 $ 643 $ 1,020 $ 918 $ -- $ 47,914 Accounts payable...................... 236 39,225 (65) 5,450 (236) 44,610 Accrued liabilities................... 9,294 64,070 5,624 10,216 (1,673) 87,531 Payables to affiliates................ -- 164,963 -- 34,150 (199,113) -- ---------- ------------ ---------- ------------ ------------ ------------ TOTAL CURRENT LIABILITIES............... 54,863 268,901 6,579 50,734 (201,022) 180,055 LONG-TERM DEBT.......................... 321,895 8,948 241,927 11,039 (71,401) 512,408 DEFERRED INCOME TAXES................... 5,994 -- -- -- -- 5,994 RESERVE FOR PROFESSIONAL LIABILITY RISKS................................. -- 34,053 -- 11,206 1,353 46,612 OTHER DEFERRED LIABILITIES.............. -- 41,258 -- 1,192 -- 42,450 MINORITY INTERESTS...................... -- 4,947 -- 525 -- 5,472 PAYABLES TO AFFILIATES.................. -- 297,673 -- -- (297,673) -- STOCKHOLDERS' EQUITY Common stock.......................... -- -- 1 -- (1) -- Paid-in capital....................... 373,838 61,855 111,604 5,434 (178,893) 373,838 Notes receivable from EPIC ESOP....... (100,000) -- (48,214) -- -- (148,214) Retained earnings (deficit)........... (115,161) (85,640) -- 43,779 3,383 (153,639) ---------- ------------ ---------- ------------ ------------ ------------ TOTAL STOCKHOLDERS' EQUITY (DEFICIT).... 158,677 (23,785) 63,391 49,213 (175,511) 71,985 ---------- ------------ ---------- ------------ ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)............................. $ 541,429 $631,995 $ 311,897 $123,909 $ (744,254) $864,976 ---------- ------------ ---------- ------------ ------------ ------------ ---------- ------------ ---------- ------------ ------------ ------------
F-33 74 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) (UNAUDITED) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 1993 (DOLLARS IN THOUSANDS)
EPIC HEALTHCARE EPIC GROUP, HEALTHCARE OTHER INC. GROUP, GUARANTOR EPIC NONGUARANTOR AND INC. SUBSIDIARIES PROPERTIES SUBSIDIARES ELIMINATIONS SUBSIDIARIES ---------- ------------ ---------- ------------ ------------ ---------- NET OPERATING REVENUE............... $ -- $212,740 $ 13,649 $ 62,212 $(16,150) $272,451 COSTS AND EXPENSES: Operating expenses................ 11 203,002 11 55,420 (15,933) 242,511 Depreciation and amortization..... -- 5,935 5,669 1,603 (77) 13,130 Interest expense.................. 12,617 17,454 6,962 840 (19,128) 18,745 ---------- ------------ ---------- ------------ ------------ ---------- TOTAL COSTS AND EXPENSES............ 12,628 226,391 12,642 57,863 (35,138) 274,386 INTEREST INCOME..................... 16,636 2,536 652 110 (19,128) 806 ---------- ------------ ---------- ------------ ------------ ---------- INCOME (LOSS) BEFORE INCOME TAX BENEFIT (EXPENSE), MINORITY INTERESTS AND EXTRAORDINARY ITEM.............................. 4,008 (11,115) 1,659 4,459 (140) (1,129) INCOME TAX BENEFIT (EXPENSE)........ (1,363) 3,503 (564) (1,657) (294) (375) MINORITY INTERESTS IN INCOME OF CONSOLIDATED SUBSIDIARIES, net of income tax benefit (expense)...... -- (780) -- (321) (566) (1,667) ---------- ------------ ---------- ------------ ------------ ---------- NET INCOME (LOSS)................... $ 2,645 $ (8,392) $ 1,095 $ 2,481 $ (1,000) $ (3,171) ---------- ------------ ---------- ------------ ------------ ---------- ---------- ------------ ---------- ------------ ------------ ----------
F-34 75 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) (UNAUDITED) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 1992 (DOLLARS IN THOUSANDS)
EPIC EPIC HEALTHCARE HEALTHCARE OTHER GROUP, INC. GROUP, GUARANTOR EPIC NONGUARATOR AND INC. SUBSIDIARIES PROPERTIES SUBSIDIARIES ELIMINATIONS SUBSIDIARIES ---------- ------------ ---------- ------------ ------------ ----------- NET OPERATING REVENUE.......... $ -- $178,988 $ 13,649 $ 69,156 $(17,441) $ 244,352 COST AND EXPENSES: Operating expenses........... 50 172,362 40 64,553 (17,232) 219,773 Depreciation and amortization............... 407 4,463 7,281 1,747 (107) 13,791 Interest expense............. 11,911 12,520 6,961 1,504 (15,470) 17,426 ---------- ------------ ---------- ------------ ------------ ----------- TOTAL COSTS AND EXPENSES....... 12,368 189,345 14,282 67,804 (32,809) 250,990 INTEREST INCOME................ 12,500 2,480 1,025 101 (15,470) 636 ---------- ------------ ---------- ------------ ------------ ----------- INCOME (LOSS) BEFORE INCOME TAX BENEFIT (EXPENSE), MINORITY INTERESTS AND EXTRAORDINARY ITEM......................... 132 (7,877) 392 1,453 (102) (6,002) INCOME TAX BENEFIT (EXPENSE)... 607 (122) -- (54) -- 431 MINORITY INTERESTS IN INCOME OF CONSOLIDATED SUBSIDIARIES, net of income tax benefit (expense).................... 75 (552) -- (79) -- (556) ---------- ------------ ---------- ------------ ------------ ----------- INCOME (LOSS) BEFORE EXTRAORDINARY ITEM........... 814 (8,551) 392 1,320 (102) (6,127) EXTRAORDINARY ITEM, net of income tax benefit (expense).................. (503) -- -- -- -- (503) ---------- ------------ ---------- ------------ ------------ ----------- NET INCOME (LOSS).............. $ 311 $ (8,551) $ 392 $ 1,320 $ (102) $ (6,630) ---------- ------------ ---------- ------------ ------------ ----------- ---------- ------------ ---------- ------------ ------------ -----------
F-35 76 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) (UNAUDITED) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED DECEMBER 31, 1993 (DOLLARS IN THOUSANDS)
EPIC HEALTHCARE EPIC OTHER GROUP, INC. HEALTHCARE GUARANTOR EPIC NONGUARANTOR AND GROUP, INC. SUBSIDIARIES PROPERTIES SUBSIDIARIES ELIMINATIONS SUBSIDIARIES ----------- ------------ ---------- ------------ ------------ ------------ Net cash provided by (used in) operating activities............. $(2,627) $(11,483) $ 8,856 $ 4,149 $ -- $ (1,105) INVESTING ACTIVITIES: Investments in marketable securities, net................ -- 13,300 -- (85) -- 13,215 Cash paid for acquisitions....... -- -- -- (960) -- (960) Additions to property and equipment...................... -- (20,100) -- (3,331) -- (23,431) Principal collected on note receivable from EPIC ESOP...... -- -- 10,833 -- (10,833) -- Other............................ -- (601) -- (60) -- (661) ----------- ------------ ---------- ------------ ------------ ------------ Net cash provided by (used in) investing activities............. -- (7,401) 10,833 (4,436) (10,833) (11,837) FINANCING ACTIVITIES Payments on debt obligations..... (1,250) (26) -- (139) -- (1,415) Contributions to EPIC ESOP....... -- (10,833) -- -- 10,833 -- Dividends paid to EPIC Holdings....................... (119) -- -- -- -- (119) Dividends and capital distributions received from EPIC Properties................ -- 19,833 -- -- (19,833) -- Dividends and capital distributions paid by EPIC Properties..................... -- -- (19,833) -- 19,833 -- Distributions and dividends to minority interests............. -- (902) -- (230) -- (1,132) Payments of debt issue costs and other, net..................... -- (208) -- -- -- (208) ----------- ------------ ---------- ------------ ------------ ------------ Net cash provided by (used in) financing activities............. (1,369) 7,864 (19,833) (369) 10,833 (2,874) DECREASE IN CASH AND CASH EQUIVALENTS...................... (3,996) (11,020) (144) (656) -- (15,816) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD.............. 8,944 40,846 2,062 4,904 -- 56,756 ----------- ------------ ---------- ------------ ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD........................... $ 4,948 $ 29,826 $ 1,918 $ 4,248 $ -- $ 40,940 ----------- ------------ ---------- ------------ ------------ ------------ ----------- ------------ ---------- ------------ ------------ ------------
F-36 77 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) (UNAUDITED) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED DECEMBER 31, 1992 (DOLLARS IN THOUSANDS)
EPIC HEALTHCARE EPIC OTHER GROUP, INC. HEALTHCARE GUARANTOR EPIC NONGUARANTOR AND GROUP, INC. SUBSIDIARIES PROPERTIES SUBSIDIARIES ELIMINATIONS SUBSIDIARIES ----------- ------------ ---------- ------------ ------------ ------------ Net cash provided by (used in) operating activities............. $(771) $ 11,646 $ 7,269 $ (3,170) $ -- $ 14,974 INVESTING ACTIVITIES: Investments in marketable securities, net................ -- 256 -- 6,139 -- 6,395 Cash paid for acquisitions....... -- (4,100) -- -- -- (4,100) Additions to property and equipment...................... -- (7,410) -- -- -- (7,410) Principal collected on note receivable from EPIC ESOP...... -- -- 10,357 -- (10,357) -- Other............................ (103) (708) -- -- -- (811) ----------- ------------ ---------- ------------ ------------ ------------ Net cash provided by (used in) investing activities............. (103) (11,962) 10,357 6,139 (10,357) (5,926) FINANCING ACTIVITIES Payments on debt obligations..... -- (20) -- (56) -- (76) Line of credit borrowings, net... 800 -- -- -- -- 800 Purchase of Senior ESOP notes.... -- (5,616) -- -- -- (5,616) Contributions to EPIC ESOP....... -- (10,357) -- -- 10,357 -- Dividends paid to EPIC Holdings....................... (11) -- -- -- -- (11) Dividends and capital distributions received from EPIC Properties................ -- 17,012 -- 888 (17,900) -- Dividends and capital distributions paid by EPIC Properties..................... -- -- (17,900) -- 17,900 -- Distributions and dividends to minority interests............. -- (680) -- (1,660) -- (2,340) Payment of debt issue costs and other, net..................... -- (59) -- -- -- (59) ----------- ------------ ---------- ------------ ------------ ------------ Net cash provided by (used in) financing activities............. 789 280 (17,900) (828) 10,357 (7,302) ----------- ------------ ---------- ------------ ------------ ------------ INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS................. (85) (36) (274) 2,141 -- 1,746 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD.............. 86 22,381 4,506 5,668 -- 32,641 ----------- ------------ ---------- ------------ ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD........................... $ 1 $ 22,345 $ 4,232 $ 7,809 $ -- $ 34,387 ----------- ------------ ---------- ------------ ------------ ------------ ----------- ------------ ---------- ------------ ------------ ------------
F-37 78 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) (UNAUDITED) NOTES TO CONDENSED CONSOLIDATING FINANCIAL STATEMENTS The subsidiaries comprising the Guarantor Subsidiaries change from year to year due to new and/or revised agreements relating to the various subsidiaries of the Company. As a result, the investment in subsidiaries is presented on the cost basis. Receivables from (payables to) affiliates include cash transfers between entities on collection of accounts receivable and payment of accounts payable and are included in cash flows provided by (used in) operating activities. Cash flows from operating, financing and investing activities for each subisidary are presented in the consolidating statements of cash flows based on that subsidiary's designation as a guarantor or nonguarantor subsidiary at the end of the period. Deferred income taxes and deferred income tax benefit (expense) were recorded in the accounts of EPIC Healthcare Group, Inc. and were not allocated to the subsidiaries in fiscal 1993. SFAS No. 109, "Accounting for Income Taxes" requires that the consolidated amount of current and deferred tax expense for a group that files a consolidated tax return shall be allocated among the members of the group when those members issue separate financial statements on a basis consistent with SFAS No. 109. The Company adopted SFAS No. 109, including allocation of taxes within the consolidating financial statements, effective October 1, 1993. For fiscal 1994, deferred income tax benefit (expense) is allocated to the subsidiaries using the effective tax rate applicable and deferred income taxes for the subsidiaries are included in receivables from (payables to) affiliates. F-38 79 REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS The Board of Directors EPIC Holdings, Inc. We have audited the accompanying consolidated balance sheets of EPIC Healthcare Group, Inc. and subsidiaries (a wholly-owned subsidiary of EPIC Holdings, Inc.) as of September 30, 1993 and 1992, and the related consolidated statements of operations, stockholder's equity (deficit), and cash flows for each of the three years in the period ended September 30, 1993. 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 consolidated financial position of EPIC Healthcare Group, Inc. and subsidiaries at September 30, 1993, and 1992, and the results of its consolidated operations and its consolidated cash flows for each of the three years in the period ended September 30, 1993, in conformity with generally accepted accounting principles. ERNST & YOUNG Dallas, Texas December 3, 1993 F-39 80 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS) ASSETS
SEPTEMBER 30, --------------------- 1993 1992 --------- --------- CURRENT ASSETS Cash and cash equivalents............................................ $ 56,756 $ 32,641 Cash restricted for interest payment................................. 3,820 5,768 Marketable securities................................................ 47,347 10,607 Accounts receivable, net of reserves for uncompensated care of $29,286 and $25,837............................................... 76,957 73,398 Supply inventories................................................... 20,687 20,000 Prepaid expenses and other........................................... 4,574 5,222 --------- --------- TOTAL CURRENT ASSETS......................................... 210,141 147,636 PROPERTY AND EQUIPMENT Land................................................................. 53,030 57,492 Buildings and improvements........................................... 476,570 451,292 Equipment............................................................ 234,656 192,367 Construction in progress............................................. 22,542 9,333 --------- --------- 786,798 710,484 Accumulated depreciation and amortization............................ (218,746) (173,789) --------- --------- 568,052 536,695 EXCESS OF PURCHASE PRICE OVER NET ASSETS ACQUIRED, net of accumulated amortization......................................................... 52,965 48,140 OTHER ASSETS, net of accumulated amortization.......................... 33,818 38,315 --------- --------- TOTAL ASSETS................................................. $ 864,976 $ 770,786 --------- --------- --------- ---------
See notes to consolidated financial statements. F-40 81 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS) LIABILITIES AND STOCKHOLDER'S EQUITY
SEPTEMBER 30, --------------------- 1993 1992 -------- -------- CURRENT LIABILITIES Current maturities of long-term debt................................. $ 47,914 $ 2,330 Accounts payable..................................................... 44,610 34,809 Accrued liabilities: Salaries and wages................................................ 36,475 33,031 Taxes other than on income........................................ 7,874 7,476 Interest.......................................................... 11,027 7,658 Group health insurance............................................ 4,902 5,656 Current reserve for professional liability risks.................. 11,000 11,000 Other............................................................. 16,253 9,011 -------- -------- TOTAL CURRENT LIABILITIES.............................................. 180,055 110,971 LONG-TERM DEBT......................................................... 512,408 470,735 DEFERRED INCOME TAXES.................................................. 5,994 8,988 RESERVE FOR PROFESSIONAL LIABILITY RISKS............................... 46,612 39,640 OTHER DEFERRED LIABILITIES............................................. 42,450 39,607 COMMITMENTS AND CONTINGENT LIABILITIES................................. MINORITY INTERESTS..................................................... 5,472 23,494 STOCKHOLDER'S EQUITY Common stock, $.01 par value -- Authorized: 100,000,000 shares; Issued and outstanding: 1,000 shares.............................. -- -- Paid-in capital...................................................... 373,838 374,860 Notes receivable from EPIC ESOP...................................... (148,214) (168,929) Retained earnings (deficit).......................................... (153,639) (128,580) -------- -------- TOTAL STOCKHOLDER'S EQUITY............................................. 71,985 77,351 -------- -------- TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY............................. $864,976 $770,786 -------- -------- -------- --------
See notes to consolidated financial statements. F-41 82 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS)
FOR THE YEAR ENDED SEPTEMBER 30, --------------------------------------- 1993 1992 1991 ----------- ----------- ----------- NET OPERATING REVENUE................................... $ 1,019,149 $ 941,266 $ 802,689 COSTS AND EXPENSES: Salaries and wages.................................... 354,326 319,868 271,007 Employee benefits..................................... 84,615 81,365 68,434 ESOP expense.......................................... 20,715 20,714 23,076 Supplies.............................................. 121,986 116,145 99,882 Uncompensated care.................................... 80,643 69,308 59,425 Other................................................. 235,770 234,879 192,633 Depreciation and amortization......................... 57,917 53,013 49,354 Interest expense...................................... 70,934 71,000 68,266 ----------- ----------- ----------- TOTAL COSTS AND EXPENSES...................... 1,026,906 966,292 832,077 INTEREST INCOME......................................... 3,627 3,822 5,405 GAIN (LOSS) ON SALE OF ASSETS........................... 3,521 (1,123) (543) ----------- ----------- ----------- LOSS BEFORE INCOME TAX BENEFIT, MINORITY INTERESTS AND EXTRAORDINARY ITEM.................................... (609) (22,327) (24,526) INCOME TAX BENEFIT, net................................. 243 6,258 7,603 MINORITY INTERESTS IN INCOME OF CONSOLIDATED SUBSIDIARIES (net of income tax benefit of $106, $1,008 and $1,063, respectively)...................... (3,394) (1,958) (2,064) ----------- ----------- ----------- LOSS BEFORE EXTRAORDINARY ITEM.......................... (3,760) (18,027) (18,987) EXTRAORDINARY ITEM (net of income tax benefit of $661, $652 and $1,330, respectively......................... (21,299) (1,265) (2,581) ----------- ----------- ----------- NET LOSS...................................... $ (25,059) $ (19,292) $ (21,568) ----------- ----------- ----------- ----------- ----------- -----------
See notes to consolidated financial statements. F-42 83 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT) (DOLLARS IN THOUSANDS)
NOTES RETAINED TOTAL COMMON PAID-IN RECEIVABLE EARNINGS STOCKHOLDERS' STOCK CAPITAL FROM EPIC ESOP (DEFICIT) EQUITY (DEFICIT) ------ -------- -------------- --------- ---------------- Balance at October 1, 1990......... $ 245 $219,808 $ (212,738) $ (87,241) $ (79,926) Dividends accrued and accretion of discount on redeemable preferred stock............................ -- (22,873) -- -- (22,873) Principal payments received on notes receivable from EPIC ESOP............................. -- -- 23,095 -- 23,095 Treasury stock purchased........... (1 ) -- -- (468) (469) Net loss........................... -- -- -- (21,568) (21,568) ------ -------- -------------- --------- ---------------- Balance at September 30, 1991...... 244 196,935 (189,643) (109,277) (101,741) Dividends accrued and accretion of discount on redeemable preferred stock............................ -- (11,048) -- -- (11,048) Principal payments received on notes receivable from EPIC ESOP............................. -- -- 20,714 -- 20,714 Treasury stock purchased........... -- -- -- (11) (11) Warrant conversion................. 63 (42) -- -- 21 Contribution of redeemable preferred stock, net of expenses......................... -- 190,008 -- -- 190,008 Exchange of common stock in connection with merger........... (307 ) 307 -- -- -- Dividends paid to EPIC Holdings.... -- (1,300) -- -- (1,300) Net loss........................... -- -- -- (19,292) (19,292) ------ -------- -------------- --------- ---------------- Balance at September 30, 1992...... -- 374,860 (168,929) (128,580) 77,351 Principal payments received on notes receivable from EPIC ESOP............................. -- -- 20,715 -- 20,715 Dividends paid to EPIC Holdings.... -- (1,022) -- -- (1,022) Net loss........................... -- -- -- (25,059) (25,059) ------ -------- -------------- --------- ---------------- Balance at September 30, 1993...... $ -- $373,838 $ (148,214) $(153,639) $ 71,985 ------ -------- -------------- --------- ---------------- ------ -------- -------------- --------- ----------------
See notes to consolidated financial statements. F-43 84 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS)
FOR THE YEAR ENDED SEPTEMBER 30, --------------------------------- 1993 1992 1991 --------- --------- --------- OPERATING ACTIVITIES Net loss.................................................. $ (25,059) $ (19,292) $ (21,568) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization.......................... 57,917 53,013 49,354 Non-cash provision for professional liability risks.... 2,641 4,131 11,291 ESOP expense........................................... 20,715 20,714 23,076 Deferred SAR Plan compensation......................... 3,249 10,805 7,137 Minority interests in income of consolidated subsidiaries......................................... 3,499 2,966 3,127 (Gain) loss on sale of assets.......................... (3,521) 1,123 543 Non-cash interest...................................... 18,286 18,417 13,975 Extraordinary item..................................... 21,960 1,917 3,911 Deferred federal income tax benefit.................... (2,994) (8,806) (9,996) Changes in operating assets and liabilities, net of acquisitions: Accounts receivable.................................. 6,054 (35,196) (3,043) Supply inventories and other assets.................. 4,284 (3,162) (5,291) Accounts payable and other liabilities............... 12,202 11,282 6,444 --------- --------- --------- Net cash provided by operating activities......... 119,233 57,912 78,960 INVESTING ACTIVITIES Investments in marketable securities, net................. (36,740) 5,167 (12,091) Cash paid for acquisitions................................ (54,536) (12,269) -- Additions to property and equipment....................... (60,784) (47,850) (25,646) Purchase of investment securities......................... -- (4,180) -- Proceeds from sales of assets............................. 25,148 190 361 Collection on note receivable............................. 9,349 -- -- Other..................................................... (5,925) (2,046) (48) --------- --------- --------- Net cash used in investing activities............. (123,488) (60,988) (37,424) FINANCING ACTIVITIES Payments on debt obligations.............................. (117,765) (1,603) (250,647) Proceeds from long-term borrowings........................ 180,853 -- 227,868 Purchase of Senior ESOP Notes............................. (5,616) (20,293) -- Purchase of treasury stock................................ -- (11) (469) Dividends paid to EPIC Holdings........................... (1,022) (1,300) -- Preferred stock transaction costs......................... -- (7,063) -- Proceeds of warrant conversion............................ -- 21 -- Contributions from minority interests..................... 520 1,884 556 Distributions and dividends to minority interests......... (21,110) (4,065) (4,122) Payments of debt issue costs and other, net............... (7,490) (672) (11,294) --------- --------- --------- Net cash provided by (used in) financing activities...................................... 28,370 (33,102) (38,108) --------- --------- --------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............ 24,115 (36,178) 3,428 Cash and cash equivalents at beginning of year............ 32,641 68,819 65,391 --------- --------- --------- Cash and cash equivalents at end of year.................. $ 56,756 $ 32,641 $ 68,819 SUPPLEMENTARY INFORMATION Cash paid during the year for interest.................... $ 52,370 $ 53,343 $ 52,987 Cash paid for income taxes................................ $ 657 $ 888 $ 666
See notes to consolidated financial statements F-44 85 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation EPIC Healthcare Group, Inc. ("EPIC" or, either alone or together with its subsidiaries, the "Company") was acquired by EPIC Holdings, Inc. ("Holdings") on March 25, 1992, in a merger transaction (the "Merger") in which each outstanding share of common stock of EPIC was converted into one share of Holdings common stock. Because the Merger was between companies under common ownership, and as EPIC is a wholly-owned subsidiary of Holdings, the recorded assets and liabilities of EPIC have retained their historical cost basis. Principles of Consolidation The consolidated financial statements include the accounts of EPIC and its subsidiaries. Intercompany accounts and transactions have been eliminated. Minority interests represent the minority stockholders' proportionate shares of the equity in the income (loss) of certain consolidated subsidiaries. Cash Equivalents, Cash Restricted for Interest Payments, and Marketable Securities The Company considers all highly liquid investments with initial maturities of three months or less from date of purchase to be cash equivalents. Cash restricted for interest payments is cash deposited into a trust to pay principal and interest required by the Class B-1, Class B-2 and Class B-3 First Priority Mortgage Notes (the "Mortgage Notes"). Investments in marketable interest-bearing securities are stated at cost which approximates market. The Company has $42,694,000 in cash and marketable securities restricted for the purpose of redeeming the remaining 15% Senior Subordinated Notes (See Note 5). Cash equivalents, cash restricted for interest payments, and marketable securities are subject to potential concentrations of credit risk. The Company attempts to lessen that risk by investing only in United States Government securities, commercial paper having at least a rating of A-1 or the equivalent, time deposits and certificates of deposit of banks having a debt rating of at least A, or money market funds comprised of such securities. The Company invests in securities with maturities no longer than 180 days and limits the amount of credit exposure to any one commercial issuer. Accounts Receivable Concentration of credit risk relating to accounts receivable is limited to some extent by the diversity and number of patients and payors and the geographic dispersion of the Company's hospitals. Accounts receivable (gross) consists of amounts due from government programs (e.g., Medicare and Medicaid) (53%), commercial insurance companies (16%), private pay patients (18%) and other (including health maintenance organizations and other group insurance programs) (13%). The Company's hospitals are located throughout the southern United States, with the largest concentration in Texas, Oklahoma, Louisiana and California. The Company maintains an allowance for losses (i.e., uncompensated care or bad debt expense) based on the expected collectibility of accounts receivable. Supply Inventories Supply inventories are stated at the lower of cost (first-in, first-out method) or market. Property and Equipment Property and equipment are recorded at cost (or fair value at the date of acquisition as a result of the original purchase from American Medical International, Inc. and its subsidiaries ("AMI")). Depreciation F-45 86 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) and amortization is computed using the straight-line method over estimated useful lives or the term of the lease generally ranging from 25 to 30 years for buildings and improvements, and 3 to 10 years for equipment. Maintenance costs and repairs are expensed as incurred. Joint Ventures The Company, in the ordinary course of business, enters into joint ventures with physicians and other companies. The Company is the majority owner and general partner of substantially all of the joint ventures and follows the principles of consolidation for all majority-owned joint ventures. Minority shareholders' investments and earnings in the joint ventures are recorded as minority interests and minority interests in income of consolidated subsidiaries, respectively. Any interest held by the Company in non-majority owned partnerships with at least 20% ownership is accounted for using the equity method. Any interest held by the Company in partnerships with less than 20% ownership is accounted for using the cost method. On February 1, 1990, the Company entered into a joint venture with Healthtrust, Inc. - The Hospital Company ("Healthtrust") for the purpose of operating certain hospital assets in McKinney, Texas. The Company contributed, at net book value, a 168 bed facility to the venture and was the managing co-general partner with a 60% equity interest in the venture. Healthtrust contributed a 99 bed facility to the venture and was the co-general partner with a 40% interest in the venture. The assets contributed by Healthtrust to the joint venture, including property and equipment of $15,328,000, were recorded at fair market value which approximated net book value. Goodwill of $2,470,000, is being amortized over 40 years. On August 31, 1993, the Company purchased Healthtrust's interest in the joint venture for $15,656,000, which approximated Healthtrust's interest in the net assets of the joint venture and was recorded as a reduction to minority interests. Intangible Assets The excess of the purchase price over the fair value of net assets acquired is being amortized on a straight-line basis over periods ranging from nine to 40 years. Accumulated amortization was $9,244,000 and $6,920,000 at September 30, 1993 and 1992, respectively. Costs incurred in obtaining long term financing are deferred and are included in other assets. Deferred financing costs are amortized using the effective interest method over the term of the related debt, and such amortization is included in interest expense. Accumulated amortization of deferred financing costs was $16,427,000 and $14,203,000 at September 30, 1993 and 1992, respectively. The Company has purchased licenses to use various software applications. These costs are recorded as other assets and have been amortized over two or five year periods. Accumulated amortization of the software costs was $5,750,000 and $4,750,000 at September 30, 1993 and 1992, respectively. Income Taxes The Company is included in the consolidated federal income tax return of Holdings. The Company's tax provision is determined as if the Company, along with its subsidiaries, prepared its tax return on a separate return basis. EPIC accounts for income taxes under the provisions of Statement of Financial Accounting Standards ("SFAS") No. 96, "Accounting for Income Taxes." Under the liability method specified by SFAS No. 96, deferred tax assets and/or liabilities are determined by multiplying the difference between the financial reporting and tax reporting bases of assets and liabilities (collectively, the "temporary differences," see Note 6) by tax rates (determined in accordance with enacted tax laws) that are expected to be effective when such temporary differences reverse. EPIC's deferred tax liabilities originated from the accounting for the F-46 87 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) acquisition from AMI (the "Acquisitions"), and reflect the estimated tax effect of differences between book and tax bases of assets acquired and liabilities assumed. In February 1992, the Financial Accounting Standards Board issued SFAS No. 109, "Accounting for Income Taxes," which supersedes SFAS No. 96. Implementation of SFAS No. 109 for the Company was required October 1, 1993. SFAS No. 109 requires that temporary differences be reflected in the same balance sheet category as the assets and liabilities that caused the temporary differences. Deferred tax assets, which would include tax net operating loss carryforwards, would require the determination of a related valuation allowance, based on the assets' expected realization. The Company has completed the analysis necessary to determine the impact of adoption of SFAS No. 109 and it is not expected to have a material impact on the Company's financial position or results of operations and will not impact cash flows. Net operating revenue Net operating revenue is recorded based on established billing rates net of allowances and discounts for patients covered by Medicare, Medicaid and other contractual programs. Payments received under these programs, which are based on either the costs of services or predetermined rates, are generally less than the established billing rates of the Company's hospitals, and the differences are recorded as contractual allowances and/or contracted discounts. Reserves provided have been deducted from accounts receivable pending final audit and appeal settlement. Contractual adjustments, contracted discounts and other discounts amounted to $627,757,000, $576,572,000, and $482,158,000 for fiscal 1993, 1992 and 1991, respectively. It is generally the Company's policy to attempt to collect compensation for all services performed. Reclassifications Certain prior period amounts have been reclassified to conform with the fiscal 1993 presentation. 2. ACQUISITIONS AND DIVESTITURES On August 24, 1993, the Company entered into a 20-year lease agreement with two ten year renewal options, with the County of Galveston, Texas for Mainland Center Hospital, a 310-bed hospital in Texas City, Texas. The lease payment of $27,535,000 was paid in full upon the execution of the lease, which has been accounted for as a capital lease. The Company also purchased certain net current assets and equipment of the hospital, which included $5,639,000 in cash, for $17,965,000 which has been accounted for by the purchase method of accounting. The Company also has a commitment to carry out $20,000,000 of capital improvements over the term of the lease. The lease agreement contains a purchase option which becomes effective on August 24, 1994. The option price ranges from $500,000 to $851,000 over the term of the lease. On January 6, 1993, the Company sold Westpark Community Hospital in Hammond, Louisiana for $6,200,000. A charge of $624,000 to reflect the loss on the sale was recorded in fiscal 1993. A charge of $800,000 to reflect the anticipated loss on the sale was recorded in fiscal 1992. The net book value of the assets sold before the fiscal 1992 charge, less liabilities assumed by the buyer, was $7,624,000. On March 15, 1993, the Company sold Valley Medical Center in El Cajon, California for $16,950,000. A gain on the sale of $4,632,000 was recorded in fiscal 1993. The net book value of the assets sold, less liabilities assumed by the buyer, was $12,318,000. On October 1, 1991, the Company purchased Colonial Hospital, a 49-bed hospital in Terrell, Texas for $10,403,000 in cash. The acquisition has been accounted for by the purchase method of accounting. The excess of purchase price over net assets acquired is being amortized over 40 years. 3. EMPLOYEE STOCK OWNERSHIP PLAN ("ESOP") Employee-owners of EPIC have beneficial ownership of approximately 60% of the Holdings Common Stock through their participation in the EPIC ESOP. F-47 88 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) At the Company's inception, the EPIC ESOP purchased 24,500,000 shares of the EPIC Common Stock with the proceeds obtained from the issuance of loans aggregating $245 million payable to the Company. The terms of the original ESOP loan agreement segregated the EPIC ESOP's obligation to the Company into two components, the terms of the first of which mirrored the terms of the Senior ESOP Bank Debt (the "First ESOP Loan") and the second of which mirrored the terms of the Senior ESOP Notes (see Note 5). Concurrent with the issuance of the Mortgage Notes (see Note 5), the First ESOP Loan was replaced by a loan agreement which provides for mandatory principal payments in amounts that are substantially in conformance with the remaining mandatory principal payments of the Senior ESOP Bank Debt as if the issuance of the Mortgage Notes had not occurred (the "New ESOP Loan"). The interest rate on the New ESOP Loan is determined quarterly based on .85 times the sum of the London InterBank Offered Rates plus 2.5% (5.1% at September 30, 1993). The EPIC ESOP has pledged all of its shares of the Holdings Common Stock as collateral for the ESOP-related borrowings. These shares are released from the pledge as the loans are paid. The EPIC ESOP receives contributions from the Company to service and extinguish the loans. The EPIC ESOP is an individual account, defined contribution plan. Nonunion employee-owners who work a specified number of hours are eligible to participate in the EPIC ESOP if they have attained age 21 and completed one year of service. No employee-owner contributions are required or permitted to be made to the EPIC ESOP. No rollover contributions are permitted to be made to the EPIC ESOP. Allocations are made to participants' accounts in an amount which reflects each participant's proportionate share of the contributions made by the Company to the EPIC ESOP, as determined on the basis of each participant's compensation. Contributions made to the EPIC ESOP and the value of shares of common stock allocated to the account of a participant as a result of such contributions are intended to be treated as tax-deferred contributions. Such contributions, and earnings thereon, generally are includable in a participant's compensation for federal income tax purposes when distributed. As of the plan year ended December 31, 1992, cumulative allocations of 10,650,517 shares of Holdings Common Stock at a market value of $8.00 per share based on an independent valuation, or $85,204,136 in total have been made to 10,183 participants. Shares of Holdings Common Stock relating to the plan year ending December 31, 1993 will be allocated during fiscal 1994. Subject to limitations contained in the Internal Revenue Code of 1986, as amended (the "Code"), Holdings is entitled to claim an income tax deduction for contributions to the EPIC ESOP. The Company has received a favorable determination from the Internal Revenue Service that the EPIC ESOP is qualified as an "employee stock ownership plan" within the meaning of Section 4975(e)(7) of the Code. Contributions to the EPIC ESOP are used by the EPIC ESOP to pay interest and principal on the loans owed to the Company. The Company uses payments from the EPIC ESOP to pay interest and principal on the Class B-1 First Priority Mortgage Notes and the Senior ESOP Notes. The Company recorded net ESOP expense, using the cash method, and corresponding reductions in the EPIC ESOP notes receivable, of $20,715,000, $20,714,000, and $23,076,000 for fiscal 1993, 1992 and 1991, respectively. Interest income recognized on the EPIC ESOP notes receivable totaled $14,984,000, $16,885,000, and $20,483,000 for fiscal 1993, 1992 and 1991, respectively, which in turn was contributed to the EPIC ESOP to pay interest expense incurred on the ESOP-related debt. Interest expense incurred on ESOP- related debt totaled $20,856,000, $21,734,000, and $21,731,000 which included discount amortization of $559,000, $551,000, and $511,000 for fiscal 1993, 1992 and 1991, respectively. F-48 89 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 4. OPERATING LEASES The Company leases office space, office equipment and medical equipment. Generally, real estate leases are for primary terms of from one to 12 years with options to renew for additional periods, and equipment leases are for terms of from one to seven years. Future minimum lease payments for all operating leases having initial or remaining noncancellable lease terms in excess of one year as of September 30, 1993 are as follows (dollars in thousands): 1994....................................................................... $ 4,560 1995....................................................................... 4,225 1996....................................................................... 3,337 1997....................................................................... 2,693 1998....................................................................... 1,835 1999 and thereafter........................................................ 3,485 ------- 20,135 Sublease income............................................................ (1,116) ------- $19,019 ------- -------
Rent expense under operating leases was as follows (dollars in thousands):
FOR THE YEAR ENDED SEPTEMBER 30, --------------------------- 1993 1992 1991 ------- ------- ------- Minimum rent.............................................. $18,496 $16,107 $13,609 Sublease income........................................... (795) (609) (317) ------- ------- ------- $17,701 $15,498 $13,292 ------- ------- ------- ------- ------- -------
F-49 90 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 5. LONG-TERM DEBT The Company's long-term debt, net of discounts, is summarized below (dollars in thousands):
SEPTEMBER 30, --------------------- 1993 1992 --------- --------- 11.375% Class B-1 First Priority Mortgage Notes payable in semi-annual payments of $9,000 commencing in July 1996 with a final payment of $10,000 in July 2001.................... $ 99,579 $ 99,500 11.5% Class B-2 First Priority Mortgage Notes payable in semi-annual payments of $500 through July 1994, increasing to $750 in January 1995, to $1,500 in January 1997, to $8,000 in January 1998, to $9,000 in January 1999, with a final payment of $15,500 in July 2001...................... 83,112 84,046 Class B-3 First Priority Mortgage Notes payable in semi-annual payments of $750 commencing in January 1995, increasing to $3,000 in January 1997 through July 1998, with a fluctuating interest rate (6.5% at September 30, 1993)...................................................... 15,000 15,000 Other mortgage debt and capital lease obligations with varying maturities and interest rates ranging from 4.75% to 12.9%...................................................... 20,651 20,351 Acquisition Loan, payable in quarterly installments of $1,250 commencing in October, 1993 with a fluctuating interest rate (8.0% at September 30, 1993).......................... 19,542 -- Zero Coupon Notes, principal of $89,313 due 2001 with an effective interest rate of 14.8%........................... 28,564 24,770 Additional Zero Coupon Notes, principal of $7,079 due 2001 with an effective interest rate of 14.8%................... 2,265 1,964 11.875% Senior ESOP Notes payable in three equal annual payments commencing in September 1996 with an effective interest rate of 13.03%.................................... 72,141 76,840 10.875% Senior Subordinated Notes due 2003................... 160,000 -- 15% Senior Subordinated Notes payable in three equal annual payments commencing in 1999................................ 40,320 104,852 11% Junior Subordinated Pay-In-Kind Notes payable in three equal annual payments commencing in September 2001......... 19,148 45,742 --------- --------- 560,322 473,065 Current maturities........................................... (47,914) (2,330) --------- --------- $ 512,408 $ 470,735 --------- --------- --------- ---------
The Mortgage Notes are the indebtedness of EPIC Properties, Inc. ("EPIC Properties"), an indirect wholly-owned subsidiary of EPIC. The Mortgage Notes are secured by mortgages on 24 acute care hospital complexes (the "Mortgaged Hospitals") and the land on which such buildings are located, and by a first priority security interest in certain furnishings and equipment located at each of the Mortgaged Hospitals. The Mortgage Notes are fully and unconditionally guaranteed by EPIC (see Note 17). The interest rate on the Class B-1 First Priority Mortgage Notes (the "Class B-1 Notes") will increase to 11.5% after September 30, 1995. If the Internal Revenue Service determines that interest on the Class B-1 Notes does not qualify for a 50% exclusion from federal taxable income, the interest rate on the Class B-1 Notes will increase to 11.5% for all periods through September 30, 1995 during which such interest exclusion is not available. F-50 91 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) The Company incurred losses on refinancing concurrent with the issuance of the Mortgage Notes due primarily to the write-off of loan issue costs. These losses, totalling $3,911,000, are recorded as an extraordinary item (net of income tax benefit of $1,330,000) in the consolidated statement of operations for the fiscal year ended September 30, 1991. The Zero Coupon Notes are reflected at their fair value of $14,008,000, as estimated by the Company at September 30, 1988, plus accretion of discount through September 30, 1993. No interest or principal is payable until maturity. Additional Zero Coupon Notes were issued under an interest rate cap agreement with AMI (see Note 12) and are reflected at their original fair value plus accretion of discount through September 30, 1993. No interest or principal is payable until maturity. A subsidiary of EPIC purchased $5,400,000 and $19,850,000 face value of the 11.875% Senior ESOP Notes on the open market for $5,616,000 and $20,293,000 plus accrued interest in fiscal 1993 and 1992, respectively (the "Senior ESOP Note Purchases"). Losses of $570,000 and $1,917,000 due to the write-off of debt issue costs and unamortized discounts and the payment of a premium on the Senior ESOP Note Purchases are recorded as extraordinary items (net of income tax benefit of $17,000 and $652,000, respectively) in the consolidated statements of operations for the fiscal years ended September 30, 1993 and 1992, respectively. The 11.875% Senior ESOP Notes, which carry detachable stock purchase warrants (see Note 9), have a stated principal amount of $100,000,000 and are reflected at their fair value of $93,988,000, as estimated by the Company at September 30, 1988, less the Senior ESOP Note Purchases, plus accretion of discount through September 30, 1993. On June 18, 1993, the Company refinanced $74,680,000 in principal of the 15% Senior Subordinated Notes and $53,697,000 in principal of the 11% Junior Subordinated Pay-In-Kind Notes (the "Refinancing") through the issuance of the 10.875% Senior Subordinated Notes. The 10.875% Senior Subordinated Notes are guaranteed by certain subsidiaries of the Company (see Note 17). Under the terms of the Second Amended and Restated Credit Agreement dated as of September 30, 1988, and amended and restated as of July 30, 1991, and September 1, 1993 (the "Amended Credit Agreement"), the Company is required to call the remaining $40,320,000 in principal of the 15% Senior Subordinated Notes by February 28, 1994, with the remaining proceeds of the Refinancing. The remaining principal of the 15% Senior Subordinated Notes at September 30, 1993, has been recorded as current maturities of long term debt in the consolidated balance sheets. The Company incurred a loss before taxes of $21,390,000 on the Refinancing, which resulted from the write-off of loan issue costs and unamortized discount on the 15% Senior Subordinated Notes and the redeemed portion of the 11% Junior Subordinated Pay-In-Kind Notes, payments to the holders of the 15% Senior Subordinated Notes and the 11.875% Senior ESOP Notes for waivers of certain provisions of the respective indentures and the accrual of the call premium to be paid on redeeming the remaining principal on the 15% Senior Subordinated Notes. These losses are recorded as an extraordinary item (net of income tax benefit of $644,000) in the consolidated statements of operations. The 15% Senior Subordinated Notes are guaranteed by certain wholly-owned subsidiaries of the Company (see Note 17) and are secured by a fourth pledge of the common stock of such subsidiaries. Interest on the 11% Junior Subordinated Pay-in-Kind Notes is payable semi-annually by the issuance of additional 11% Junior Subordinated Pay-in-Kind Notes through September 30, 1995, and thereafter, if the Company is prohibited from making cash interest payments by the terms of any senior debt existing on September 30, 1988, less the amount retired in the Refinancing. The notes, which have a stated principal amount of $50,000,000, have been recorded at their fair value estimated by the Company at September 30, F-51 92 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 1988, of $22,900,000 plus accretion of discount through September 30, 1993, less the amount retired as a result of the Refinancing. The effective interest rate for these notes is 18.07%. The Amended Credit Agreement provides the Company with revolving loan commitments and an acquisition loan to be used for working capital and acquisition funds for the Company. As of September 30, 1993, revolving loan commitments aggregated $30 million. Any revolving loan commitments outstanding are due July 31, 1997. Interest is generally payable monthly at the following rates per annum, at the Company's option: (i) 1.5% in excess of the higher of the prime rate in effect from time to time or the annual yield on ninety-day commercial paper or (ii) 2.5% in excess of the LIBOR rate. There were no revolving loans outstanding as of September 30, 1993, and 1992, respectively. The acquisition term loan principal amount outstanding is payable in quarterly installments commencing on October 31, 1993 through July 31, 1997. Interest is generally payable quarterly at the following rates per annum, at the Company's option: (i) 2.0% in excess of the higher of the prime rate in effect from time to time or the annual yield on ninety-day commercial paper or (ii) 3.0% in excess of the LIBOR rate. In connection with the issuance of the Mortgage Notes, EPIC Properties obtained a revolving line of credit. The line of credit can only be used for the purpose of paying interest or principal on the Mortgage Notes. The maximum loan amount available is the lesser of $22 million or the annual interest accrual of the Mortgage Notes. The line of credit bears an interest rate of the Prime Lending Rate of AmSouth Bank plus 2%. There were no loans outstanding under the line of credit as of September 30, 1993, and 1992, respectively. The Amended Credit Agreement and other long-term debt agreements contain a number of restrictive covenants, including restrictions on incurrence of debt, sales of assets, payment of cash dividends, requirements to maintain certain financial ratios and a specified level of net worth, as defined, and other limitations, including limitations on the use of funds from the sale of certain assets. As of September 30, 1993, the maturities of long-term debt were as follows (dollars in thousands): 1994..................................................................... $ 47,914 1995..................................................................... 9,498 1996..................................................................... 43,545 1997..................................................................... 58,546 1998..................................................................... 67,207 1999 and thereafter...................................................... 421,160 --------- 647,870 Unamortized discounts and unaccreted interest............................ (87,548) --------- $ 560,322 --------- ---------
6. INCOME TAXES Subsequent to the Merger, the Company files a consolidated federal income tax return with Holdings. The Company's income tax benefit for fiscal 1993, 1992 and 1991 was comprised of deferred federal benefits of $2,994,000, $8,806,000 and $9,996,000, respectively, arising from reported financial losses and state income tax expense of $1,984,000 and $888,000 in fiscal 1993 and 1992, respectively. For financial reporting purposes, Holdings has utilized substantially all of its deferred federal tax liability and has limited the benefit recognized for the current net operating loss pursuant to the provisions of SFAS No. 96. Taxes paid during 1993 and 1992 primarily relate to state income taxes and estimated federal tax payments. F-52 93 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) The Company's consolidated effective federal tax rate differed from the federal statutory rate as set forth in the following table:
FOR THE YEAR ENDED SEPTEMBER 30 --------------------------- 1993 1992 1991 -------- ------ ------- (DOLLARS IN THOUSANDS) Tax benefit computed at federal statutory rate (34%)...... $ 9,538 $9,553 $10,732 Amortization of excess purchase price over net assets acquired................................................ (790) (614) (601) Losses not subject to benefit............................. (5,611) -- -- Other, net................................................ (143) (133) (135) -------- ------ ------- Deferred income tax benefit............................... $ 2,994 $8,806 $ 9,996 -------- ------ ------- -------- ------ -------
The deferred income tax benefit results from the following temporary differences in reporting for financial and income tax purposes:
FOR THE YEAR ENDED SEPTEMBER 30, ------------------------------ 1993 1992 1991 -------- ------- ------- (DOLLARS IN THOUSANDS) Book/tax difference on sale of assets.................. $ 3,835 $ -- $ -- Book/tax depreciation differences...................... 475 221 (3,392) Net operating (benefit) loss recognized currently for financial reporting.................................. (3,508) (1,582) 6,134 SAR compensation not currently deductible.............. 968 3,673 2,426 Professional liability reserves not currently deductible........................................... 383 1,013 4,345 Other reserves for estimated losses and contingencies not currently deductible............................. 1,348 2,217 508 Paid time off accrued for financial reporting, not currently deductible................................. 339 719 89 Difference arising from ESOP loan fees initially expensed for tax purposes but capitalized and amortized for financial reporting purposes........... 197 427 (480) Difference in methods used to reserve for bad debts.... 802 1,014 55 Difference in ESOP contribution deduction.............. (162) 207 (1,317) Difference in methods for reporting interest........... 1,553 562 694 Losses not subject to benefit.......................... (5,611) -- -- Other.................................................. 2,375 335 934 -------- ------- ------- Deferred income tax benefit............................ $ 2,994 $ 8,806 $ 9,996 -------- ------- ------- -------- ------- -------
7. DEFERRED COMPENSATION The Company has adopted a deferred compensation plan (the "SAR Plan") as part of its overall executive compensation program to attract, motivate and retain key employee-owners. As of September 30, 1993, 5,873,582 SAR Plan units, each exchangeable for one share of Holdings Common Stock or redeemable for cash or other property under certain circumstances, were held by certain key employee-owners and former employee-owners. During fiscal 1993, 1992 and 1991, 309,500, 1,481,065, and 1,002,000 SAR Plan units were granted and 427,800, 218,000, and 243,000 SAR Plan units were cancelled, respectively. The outstanding SAR Plan units vest in varying amounts at varying periods not exceeding five years beginning on each respective grant date. A maximum of 6,587,565 SAR Plan units, reduced by all units redeemed, may be F-53 94 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) outstanding at any time. During fiscal 1993, 1992 and 1991, the Company accrued SAR Plan compensation expense of $4,249,000, $11,805,000, and $8,135,000, respectively. During fiscal 1993, 123,417 SAR Plan units were redeemed for $974,994 in cash ($7.90 per unit) and 3,125 units were redeemed for $25,000 in cash ($8.00 per unit); in October 1993, 121,874 SAR Plan units were redeemed for $974,996 in cash ($8.00 per unit). During fiscal 1992, 129,998 SAR Plan units were redeemed for $974,985 in cash ($7.50 per unit) and 3,164 SAR Plan units were redeemed for $24,996 in cash ($7.90 per unit). 8. COMMON STOCK OPTIONS On December 14, 1988, the Company adopted the EPIC Healthcare Group, Inc. Stock Option Plan (the "Stock Option Plan"). Under the Stock Option Plan, the Board of Directors is authorized to grant options to EPIC directors, officers and salaried employee-owners to purchase up to 500,000 shares of Holdings Common Stock. Options granted vest in five equal annual installments. No options were granted during fiscal 1993, 1992 or 1991. At September 30, 1993, options for 32,000 shares were exercisable. 9. COMMON STOCK AND COMMON STOCK WARRANTS The Company sold 24,500,000 shares of EPIC Common Stock to the EPIC ESOP on September 30, 1988. Since that time through the Merger, 69,445 shares were distributed to participants in the EPIC ESOP, of which 66,684 shares were repurchased by the Company. In addition, immediately prior to the Merger, 6,306,395 of warrants outstanding were exercised for 63,064 shares of EPIC Common Stock. Pursuant to the Merger, each share of EPIC Common Stock was converted to Holdings Common Stock and the Company issued 1,000 shares of EPIC Common Stock to Holdings. 10. LOSS PER COMMON SHARE Because EPIC is a wholly-owned subsidiary of Holdings, loss per common share is not meaningful and, therefore, is not presented. 11. PROFESSIONAL AND GENERAL LIABILITY RISKS The Company is self-insured for its professional and general liability risks. As of September 30, 1993, the unfunded reserve for this self insurance was $45,130,000 of which $11,000,000 was included in current liabilities. The Company has funded $12,482,000 of the reserves through a wholly-owned captive insurance company at September 30, 1993. The reserves for losses and related expenses are discounted to their present value based on expected loss reporting patterns determined by independent actuaries using a rate of 9%. AMI has retained the liability for all professional liability claims with a date of occurrence prior to October 1, 1988. 12. RELATED PARTY TRANSACTIONS EPIC and AMI entered into an interest rate cap agreement (the "Senior Interest Cap Agreement") whereby AMI agreed to pay to EPIC the amounts by which EPIC's interest costs under certain tranches of indebtedness exceeded, during each of the three fiscal years after September 30, 1988, certain specified rates, net of the effect of any reimbursement to EPIC by Medicare, Medicaid, or Blue Cross for any interest expense incurred by EPIC in excess of such rates in connection with such loans. On August 28, 1991, EPIC and AMI agreed that it was mutually in their best interest to terminate the Senior Interest Cap Agreement prior to its scheduled expiration of October 1, 1991. EPIC and AMI further agreed that each party had fully performed all of its obligations under the Senior Interest Cap Agreement and each party released the other from future obligations thereunder. F-54 95 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Pursuant to the terms of the Senior Interest Cap Agreement, EPIC issued Additional Zero Coupon Notes to AMI in the principal amounts of $1,612,000 and $2,844,000 during fiscal 1990 and 1989, respectively, in exchange for cash of a like amount paid to EPIC by AMI during such years. In fiscal 1991, EPIC paid to AMI $2,864,000 and issued Additional Zero Coupon Notes to AMI with a present value of $626,000 in exchange for the cancellation of the Zero Coupon Notes issued in 1989. AMI has sold their interest in the Additional Zero Coupon Notes. Net interest expense of $839,000 was recognized during fiscal 1991 relating to this agreement. The Company and AMI have entered into certain other agreements, including a registration rights agreement pursuant to which EPIC has agreed to register the securities issued to AMI under the Securities Act of 1933. AMI has also agreed to indemnify the Company against certain liabilities associated with the breach of representations and warrants made by AMI, certain tax liabilities that may arise, certain reimbursements still pending related to the Acquisitions, and certain fees, costs, and expenses. During fiscal 1993, AMI reimbursed $1,621,000 relating to AMI's indemnifications of EPIC for certain intermediary adjustments to reimburse costs relating to cost report years that preceded the formation of EPIC. The Company entered into a three year group purchasing agreement, effective September 1, 1993, with a subsidiary of AMI, which allows the Company to purchase supplies at lower group rates. The Company expects to purchase more than $30,000,000 per year of supplies under the terms of the agreement. The Company will pay $180,000 per year to participate in this program. David R. Belle-Isle, a former officer of EPIC, borrowed $181,000 from EPIC in December 1988 in connection with his relocation to Texas. The loan was interest free until it was restructured in October 1990. Effective as of the 30th day of September 1991, this debt, totalling $160,000, was forgiven. The Company reimbursed Mr. Belle-Isle for the tax liability associated with the forgiveness of the loan. The Company has a consulting agreement with The Elder Group, of which Thomas H. Elder, who formerly served as the Company's Management Services Officer, is the Managing Principal. The Company paid The Elder Group approximately $1,300,000 and $1,000,000 in fiscal 1992 and 1991, respectively. The Company has an investment in the preferred stock of the Compucare Company ("Compucare"), who is developing and installing one of the Company's new information systems. The chief executive officer of the Company is on the board of directors of Compucare. Payments to Compucare for fiscal 1993 totalled $5,651,000. 13. FAIR VALUES OF FINANCIAL INSTRUMENTS SFAS No. 107, "Disclosures About Fair Value of Financial Instruments", requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. SFAS No. 107 excluded certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments. F-55 96 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Cash Equivalents, Cash Restricted for Interest Payments, and Marketable Securities The carrying amounts reported in the consolidated balance sheets for cash equivalents, cash restricted for interest payments, and marketable interest bearing securities approximates their fair values. Long-Term Debt (Including Current Maturities) The fair values of the Company's long-term debt, except the Class B-1 and B-2 First Priority Mortgage Notes, are estimated using quoted market prices or the call price. The fair values of the Class B-1 and B-2 First Priority Mortgage Notes are estimated using discounted cash flow analysis, based on the Company's incremental borrowing rate for similar types of borrowing arrangements. The carrying amounts and estimated fair values of the Company's financial instruments at September 30, 1993 are as follows (in thousands):
CARRYING FAIR AMOUNT VALUE -------- -------- Cash equivalents, cash restricted for interest payments, and marketable securities.......................................... $107,923 $107,923 Long-term debt................................................... 560,322 605,131
14. EXTRAORDINARY ITEMS Extraordinary items of $21,299,000 ($21,960,000, net of income tax benefit of $661,000) in 1993, $1,265,000 ($1,917,000, net of income tax benefit of $652,000) in 1992 and $2,581,000 ($3,911,000, net of income tax benefit of $1,330,000) in 1991 were primarily due to the write-offs of loan issue costs and unamortized discounts on retirements of long-term debt (see Note 5). 15. SUPPLEMENTARY INCOME STATEMENT INFORMATION Maintenance and repair expense was $17,101,000, $17,564,000, and $16,159,000 for fiscal 1993, 1992 and 1991, respectively. 16. CONTINGENCIES Final determination of amounts earned under prospective payment and cost-reimbursement programs is subject to review by appropriate governmental authorities or their agents. In the opinion of management, adequate provision has been made for any adjustments that could result from such reviews. The Company is currently, and from time to time expects to be, subject to claims and suits arising in the ordinary course of business. In the opinion of management, the ultimate resolution of such matters will not have a material effect on the Company's results of operations, financial position, or liquidity. Pursuant to the terms of the Acquisitions, claims relating to litigation, medical benefits, and workers' compensation occurring prior to October 1, 1988, remain the obligation of AMI. 17. GUARANTOR SUBSIDIARIES Certain subsidiaries of EPIC (the "Guarantor Subsidiaries") guarantee the loans under the Amended Credit Agreement, Zero Coupon Notes, Additional Zero Coupon Notes, 11.875% Senior ESOP Notes, 10.875% Senior Subordinated Notes, 15% Senior Subordinated Notes and 11% Junior Subordinated Pay-In-Kind Notes. Certain other subsidiaries, including EPIC Properties, are not Guarantor Subsidiaries (the "Nonguarantor Subsidiaries") (see Note 5). All equity interests in the Nonguarantor Subsidiaries, other than those held by minority interests, are held by EPIC. F-56 97 Following is condensed consolidating financial information of EPIC, the Guarantor Subsidiaries, EPIC Properties and the other Nonguarantor Subsidiaries: EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS SEPTEMBER 30, 1993 (DOLLARS IN THOUSANDS) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) ASSETS
EPIC EPIC HEALTHCARE HEALTHCARE OTHER GROUP, INC. GROUP, GUARANTOR EPIC NONGUARANTOR AND INC. SUBSIDIARIES PROPERTIES SUBSIDIARIES ELIMINATIONS SUBSIDIARIES ---------- ------------ ---------- ------------ ------------ ------------ CURRENT ASSETS Cash and cash equivalents............... $ 8,944 $ 40,846 $ 2,062 $ 4,904 $ -- $ 56,756 Cash restricted for interest payment.... -- -- 3,820 -- -- 3,820 Marketable securities................... -- 35,972 -- 11,375 -- 47,347 Accounts receivable, net................ 474 56,000 1,071 21,321 (1,909) 76,957 Supply inventories...................... -- 16,589 -- 4,098 -- 20,687 Prepaid expenses and other.............. 777 2,714 -- 1,083 -- 4,574 Receivables from affiliates............. 156,437 29,013 -- 13,663 (199,113) -- ---------- ------------ ---------- ------------ ------------ ------------ TOTAL CURRENT ASSETS.............. 166,632 181,134 6,953 56,444 (201,022) 210,141 ---------- ------------ ---------- ------------ ------------ ------------ PROPERTY AND EQUIPMENT.................... -- 264,044 444,673 78,081 -- 786,798 ACCUMULATED DEPRECIATION AND AMORTIZATION............................ -- (50,548) (140,665) (27,533) -- (218,746) ---------- ------------ ---------- ------------ ------------ ------------ -- 213,496 304,008 50,548 -- 568,052 ---------- ------------ ---------- ------------ ------------ ------------ INVESTMENTS IN SUBSIDIARIES............... 64,684 109,474 -- -- (174,158) -- EXCESS OF PURCHASE PRICE OVER NET ASSETS ACQUIRED, net........................... -- 38,577 -- 14,388 -- 52,965 OTHER ASSETS, net......................... 12,440 89,314 936 2,529 (71,401) 33,818 RECEIVABLES FROM AFFILIATES............... 297,673 -- -- -- (297,673) -- ---------- ------------ ---------- ------------ ------------ ------------ TOTAL ASSETS...................... $ 541,429 $631,995 $ 311,897 $123,909 $ (744,254) $ 864,976 ---------- ------------ ---------- ------------ ------------ ------------ ---------- ------------ ---------- ------------ ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Current maturities of long-term debt.... $ 45,333 $ 643 $ 1,020 $ 918 $ -- $ 47,914 Accounts payable........................ 236 39,225 (65) 5,450 (236) 44,610 Accrued liabilities..................... 9,294 64,070 5,624 10,216 (1,673) 87,531 Payables to affiliates.................. -- 164,963 -- 34,150 (199,113) -- ---------- ------------ ---------- ------------ ------------ ------------ TOTAL CURRENT LIABILITIES......... 54,863 268,901 6,579 50,734 (201,022) 180,055 ---------- ------------ ---------- ------------ ------------ ------------ LONG-TERM DEBT............................ 321,895 8,948 241,927 11,039 (71,401) 512,408 DEFERRED INCOME TAXES..................... 5,994 -- -- -- -- 5,994 RESERVE FOR PROFESSIONAL LIABILITY RISKS................................... -- 34,053 -- 11,206 1,353 46,612 OTHER DEFERRED LIABILITIES................ -- 41,258 -- 1,192 -- 42,450 MINORITY INTERESTS........................ -- 4,947 -- 525 -- 5,472 PAYABLES TO AFFILIATES.................... -- 297,673 -- -- (297,673) -- STOCKHOLDERS' EQUITY (DEFICIT) Common stock............................ -- -- 1 -- (1) -- Paid-in capital......................... 373,838 61,855 111,604 5,434 (178,893) 373,838 Notes receivable from EPIC ESOP......... (100,000 ) -- (48,214) -- -- (148,214) Retained earnings (deficit)............. (115,161 ) (85,640) -- 43,779 3,383 (153,639) ---------- ------------ ---------- ------------ ------------ ------------ TOTAL STOCKHOLDERS' EQUITY (DEFICIT)....................... 158,677 (23,785) 63,391 49,213 (175,511) 71,985 ---------- ------------ ---------- ------------ ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)....................... $ 541,429 $631,995 $ 311,897 $123,909 $ (744,254) $ 864,976 ---------- ------------ ---------- ------------ ------------ ------------ ---------- ------------ ---------- ------------ ------------ ------------
F-57 98 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS SEPTEMBER 30, 1992 (DOLLARS IN THOUSANDS) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) ASSETS
EPIC EPIC HEALTHCARE HEALTHCARE OTHER GROUP, INC. GROUP, GUARANTOR EPIC NONGUARANTOR AND INC. SUBSIDIARIES PROPERTIES SUBSIDIARIES ELIMINATIONS SUBSIDIARIES ---------- ------------ ---------- ------------ ------------ ------------ CURRENT ASSETS Cash and cash equivalents.............. $ 86 $ 22,381 $ 4,506 $ 5,668 $ -- $ 32,641 Cash restricted for interest payment... -- -- 5,768 -- -- 5,768 Marketable securities.................. -- 4,468 -- 6,139 -- 10,607 Accounts receivable, net............... 352 35,530 1,455 38,601 (2,540) 73,398 Supply inventories..................... -- 15,345 -- 4,655 -- 20,000 Prepaid expenses and other............. 240 8,447 259 826 (4,550) 5,222 Receivables from affiliates............ 132,015 26,543 -- 12,023 (170,581) -- ---------- ------------ ---------- ------------ ------------ ------------ TOTAL CURRENT ASSETS............. 132,693 112,714 11,988 67,912 (177,671) 147,636 ---------- ------------ ---------- ------------ ------------ ------------ PROPERTY AND EQUIPMENT................... -- 185,431 450,259 74,794 -- 710,484 ACCUMULATED DEPRECIATION AND AMORTIZATION........................... -- (34,377) (116,355 ) (23,057) -- (173,789) ---------- ------------ ---------- ------------ ------------ ------------ -- 151,054 333,904 51,737 -- 536,695 ---------- ------------ ---------- ------------ ------------ ------------ INVESTMENTS IN SUBSIDIARIES.............. 66,219 146,521 -- 11,502 (224,242) -- EXCESS OF PURCHASE PRICE OVER NET ASSETS ACQUIRED, net.......................... -- 35,576 -- 12,564 -- 48,140 OTHER ASSETS, net........................ 21,387 77,466 1,102 4,362 (66,002) 38,315 RECEIVABLES FROM AFFILIATES.............. 229,544 12,113 -- -- (241,657) -- ---------- ------------ ---------- ------------ ------------ ------------ TOTAL ASSETS..................... $ 449,843 $535,444 $ 346,994 $148,077 $ (709,572) $ 770,786 ---------- ------------ ---------- ------------ ------------ ------------ ---------- ------------ ---------- ------------ ------------ ------------ LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) CURRENT LIABILITIES Current maturities of long-term debt... $ -- $ 597 $ 1,018 $ 715 $ -- $ 2,330 Accounts payable....................... -- 29,440 260 5,350 (241) 34,809 Accrued liabilities.................... 4,323 53,190 10,016 13,152 (6,849) 73,832 Payables to affiliates................. -- 140,007 -- 30,574 (170,581) -- ---------- ------------ ---------- ------------ ------------ ------------ TOTAL CURRENT LIABILITIES........ 4,323 223,234 11,294 49,791 (177,671) 110,971 ---------- ------------ ---------- ------------ ------------ ------------ LONG-TERM DEBT........................... 274,018 9,363 242,803 10,553 (66,002) 470,735 DEFERRED INCOME TAXES.................... 8,988 -- -- -- -- 8,988 RESERVE FOR PROFESSIONAL LIABILITY RISKS.................................. -- 32,095 -- 6,749 796 39,640 OTHER DEFERRED LIABILITIES............... -- 37,492 -- 2,115 -- 39,607 MINORITY INTERESTS....................... -- 3,847 -- 19,647 23,494 -- PAYABLES TO AFFILIATES................... -- 199,942 -- 41,715 (241,657) -- STOCKHOLDER'S EQUITY (DEFICIT) Common stock........................... -- -- 1 -- (1) -- Paid-in capital........................ 374,860 51,853 159,351 13,037 (224,241) 374,860 Notes receivable from EPIC ESOP........ (100,000 ) -- (68,929 ) -- -- (168,929) Retained earnings (deficit)............ (112,346 ) (22,382) 2,474 4,470 (796) (128,580) ---------- ------------ ---------- ------------ ------------ ------------ TOTAL STOCKHOLDER'S EQUITY (DEFICIT)...................... 162,514 29,471 92,897 17,507 (225,038) 77,351 ---------- ------------ ---------- ------------ ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)...................... $ 449,843 $535,444 $ 346,994 $148,077 $ (709,572) $ 770,786 ---------- ------------ ---------- ------------ ------------ ------------ ---------- ------------ ---------- ------------ ------------ ------------
F-58 99 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 30, 1993 (DOLLARS IN THOUSANDS) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
EPIC EPIC HEALTHCARE HEALTHCARE OTHER GROUP, INC. GROUP, GUARANTOR EPIC NONGUARANTOR AND INC. SUBSIDIARIES PROPERTIES SUBSIDIARIES ELIMINATIONS SUBSIDIARIES ---------- ------------ ---------- ------------ ------------ ------------ NET OPERATING REVENUE.................... $ -- $792,442 $ 54,596 $237,072 $ (64,961) $1,019,149 COSTS AND EXPENSES: Operating expenses..................... 269 747,344 482 214,040 (64,080) 898,055 Depreciation and amortization.......... 1,618 21,289 27,602 7,733 (325) 57,917 Interest expense....................... 48,089 68,744 27,778 3,230 (76,907) 70,934 ---------- ------------ ---------- ------------ ------------ ------------ TOTAL COSTS AND EXPENSES......... 49,976 837,377 55,862 225,003 (141,312) 1,026,906 INTEREST INCOME.......................... 66,148 10,165 3,528 693 (76,907) 3,627 GAIN (LOSS) ON SALE OF ASSETS............ -- 3,524 1 (4) -- 3,521 ---------- ------------ ---------- ------------ ------------ ------------ INCOME (LOSS) BEFORE INCOME TAX BENEFIT (EXPENSE), MINORITY INTERESTS AND EXTRAORDINARY ITEM..................... 16,172 (31,246) 2,263 12,758 (556) (609) INCOME TAX BENEFIT (EXPENSE), net........ 2,207 (1,910) -- (54) -- 243 MINORITY INTERESTS IN INCOME OF CONSOLIDATED SUBSIDIARIES (net of income tax benefit).................... 105 (2,659) -- (840) -- (3,394) ---------- ------------ ---------- ------------ ------------ ------------ INCOME (LOSS) BEFORE EXTRAORDINARY ITEM................................... 18,484 (35,815) 2,263 11,864 (556) (3,760) EXTRAORDINARY ITEM (net of income tax benefit)............................... (21,299) -- -- -- -- (21,299) ---------- ------------ ---------- ------------ ------------ ------------ NET INCOME (LOSS)........................ $ (2,815) $(35,815) $ 2,263 $ 11,864 $ (556) $ (25,059) ---------- ------------ ---------- ------------ ------------ ------------ ---------- ------------ ---------- ------------ ------------ ------------
F-59 100 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 30, 1992 (DOLLARS IN THOUSANDS) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
EPIC EPIC HEALTHCARE HEALTHCARE OTHER GROUP, INC. GROUP, GUARANTOR EPIC NONGUARANTOR AND INC. SUBSIDIARIES PROPERTIES SUBSIDIARIES ELIMINATIONS SUBSIDIARIES ---------- ------------ ---------- ------------ ------------ ------------ NET OPERATING REVENUE.................... $ -- $700,752 $ 54,596 $254,183 $ (68,265) $941,266 COSTS AND EXPENSES: Operating expenses..................... 557 675,277 425 233,876 (67,856) 842,279 Depreciation and amortization.......... 1,627 15,021 30,132 6,233 -- 53,013 Interest expense....................... 47,501 62,796 27,864 10,124 (77,285) 71,000 ---------- ------------ ---------- ------------ ------------ ------------ TOTAL COSTS AND EXPENSES......... 49,685 753,094 58,421 250,233 (145,141) 966,292 INTEREST INCOME.......................... 65,453 9,815 5,609 617 (77,672) 3,822 GAIN (LOSS) ON SALE OF ASSETS............ -- (972) (151) -- -- (1,123) ---------- ------------ ---------- ------------ ------------ ------------ INCOME (LOSS) BEFORE INCOME TAX BENEFIT (EXPENSE), MINORITY INTERESTS AND EXTRAORDINARY ITEM..................... 15,768 (43,499) 1,633 4,567 (796) (22,327) INCOME TAX BENEFIT (EXPENSE), net........ 7,146 (888) -- -- -- 6,258 MINORITY INTERESTS IN INCOME OF CONSOLIDATED SUBSIDIARIES (net of income tax benefit).................... 1,008 (473) -- (2,493) -- (1,958) ---------- ------------ ---------- ------------ ------------ ------------ INCOME (LOSS) BEFORE EXTRAORDINARY ITEM................................... 23,922 (44,860) 1,633 2,074 (796) (18,027) EXTRAORDINARY ITEM (net of income tax benefit)............................... (1,265) -- -- -- -- (1,265) ---------- ------------ ---------- ------------ ------------ ------------ NET INCOME (LOSS)........................ $ 22,657 $(44,860) $ 1,633 $ 2,074 $ (796) $(19,292) ---------- ------------ ---------- ------------ ------------ ------------ ---------- ------------ ---------- ------------ ------------ ------------
F-60 101 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 30, 1991 (DOLLARS IN THOUSANDS) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
EPIC EPIC HEALTHCARE HEALTHCARE OTHER GROUP, INC. GROUP, GUARANTOR EPIC NONGUARANTOR AND INC. SUBSIDIARIES PROPERTIES SUBSIDIARIES ELIMINATIONS SUBSIDIARIES ---------- ------------ ---------- ------------ ------------ ------------ NET OPERATING REVENUE.................... $ -- $633,401 $ 9,394 $173,480 $(13,586) $802,689 COSTS AND EXPENSES: Operating expenses..................... 146 570,706 -- 157,191 (13,586) 714,457 Depreciation and amortization.......... 1,627 36,272 4,953 6,502 -- 49,354 Interest expense....................... 59,387 63,096 4,860 5,942 (65,019) 68,266 ---------- ------------ ---------- ------------ ------------ ------------ TOTAL COSTS AND EXPENSES......... 61,160 670,074 9,813 169,635 (78,605) 832,077 INTEREST INCOME.......................... 64,014 4,931 1,260 219 (65,019) 5,405 GAIN (LOSS) ON SALE OF ASSETS............ -- 105 1 (649) -- (543) ---------- ------------ ---------- ------------ ------------ ------------ INCOME (LOSS) BEFORE INCOME TAX BENEFIT, MINORITY INTERESTS AND EXTRAORDINARY ITEM................................... 2,854 (31,637) 842 3,415 -- (24,526) INCOME TAX BENEFIT....................... 7,603 -- -- -- -- 7,603 MINORITY INTERESTS IN INCOME OF CONSOLIDATED SUBSIDIARIES (net of income tax benefit).................... 1,069 (1,366) -- (1,767) -- (2,064) ---------- ------------ ---------- ------------ ------------ ------------ INCOME (LOSS) BEFORE EXTRAORDINARY ITEM................................... 11,526 (33,003) 842 1,648 -- (18,987) EXTRAORDINARY ITEM (net of income tax benefit)............................... (2,581) -- -- -- -- (2,581) ---------- ------------ ---------- ------------ ------------ ------------ NET INCOME (LOSS)........................ $ 8,945 $(33,003) $ 842 $ 1,648 $ -- $(21,568) ---------- ------------ ---------- ------------ ------------ ------------ ---------- ------------ ---------- ------------ ------------ ------------
F-61 102 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED SEPTEMBER 30, 1993 (DOLLARS IN THOUSANDS) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
EPIC EPIC HEALTHCARE HEALTHCARE OTHER GROUP, INC. GROUP, GUARANTOR EPIC NONGUARANTOR AND INC. SUBSIDIARIES PROPERTIES SUBSIDIARIES ELIMINATIONS SUBSIDIARIES ---------- ------------ ---------- ------------ ------------ ------------ Net cash provided by (used in) operating activities............................. $ (46,950 ) $125,482 $ 28,428 $ 12,273 $ -- $119,233 INVESTING ACTIVITIES Investments in marketable securities, net.................................. -- (31,504) -- (5,236) -- (36,740) Cash paid for acquisitions............. -- (50,835) -- (3,701) -- (54,536) Additions to property and equipment.... -- (57,957) (6,432) (2,827) 6,432 (60,784) Proceeds from sale of assets........... -- 31,580 -- -- (6,432) 25,148 Collection on note receivable.......... -- 9,349 -- -- -- 9,349 Principal collected on note receivable from EPIC ESOP....................... -- -- 20,715 -- (20,715) -- Other.................................. -- (5,925) -- -- -- (5,925) ---------- ------------ ---------- ------------ ------------ ------------ Net cash provided by (used in) investing activities................. -- (105,292) 14,283 (11,764) (20,715) (123,488) FINANCING ACTIVITIES Payments on debt obligations........... (115,180 ) (498) (1,018) (1,069) -- (117,765) Proceeds from long-term borrowings..... 179,500 1,353 -- -- -- 180,853 Purchase of Senior ESOP Notes.......... -- (5,616) -- -- -- (5,616) Dividends paid to EPIC Holdings........ (1,022 ) -- -- -- -- (1,022) Contribution to EPIC ESOP.............. -- (20,715) -- -- 20,715 -- Dividends and capital distributions received from EPIC Properties........ -- 44,137 -- -- (44,137) -- Dividends and capital distributions paid by EPIC Properties.............. -- -- (44,137) -- 44,137 -- Contributions from minority interests............................ -- 520 -- -- -- 520 Distributions and dividends to minority interests............................ -- (20,906) -- (204) -- (21,110) Payment of debt issue costs and other, net.................................. (7,490 ) -- -- -- -- (7,490) ---------- ------------ ---------- ------------ ------------ ------------ Net cash provided by (used in) financing activities................. 55,808 (1,725) (45,155) (1,273) 20,715 28,370 ---------- ------------ ---------- ------------ ------------ ------------ INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............................ 8,858 18,465 (2,444) (764) -- 24,115 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR................................... 86 22,381 4,506 5,668 -- 32,641 ---------- ------------ ---------- ------------ ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF YEAR................................... $ 8,944 $ 40,846 $ 2,062 $ 4,904 $ -- $ 56,756 ---------- ------------ ---------- ------------ ------------ ------------ ---------- ------------ ---------- ------------ ------------ ------------
F-62 103 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED SEPTEMBER 30, 1992 (DOLLARS IN THOUSANDS) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
EPIC EPIC HEALTHCARE HEALTHCARE OTHER GROUP, INC. GROUP, GUARANTOR EPIC NONGUARANTOR AND INC. SUBSIDIARIES PROPERTIES SUBSIDIARIES ELIMINATIONS SUBSIDIARIES ---------- ------------ ---------- ------------ ------------ ------------ Net cash provided by (used in) operating activities............................. $ 9,427 $ (3,682) $ 34,846 $ 17,321 $ -- $ 57,912 INVESTING ACTIVITIES Investments in marketable securities, net.................................. -- 11,306 -- (6,139) -- 5,167 Cash paid for acquisitions............. -- (9,903) -- (2,366) -- (12,269) Additions to property and equipment.... -- (31,503) (9,764) (6,583) -- (47,850) Purchase of investment securities...... (4,180) -- -- -- -- (4,180) Principal collected on note receivable from EPIC ESOP....................... -- -- 20,714 -- (20,714) -- Other.................................. 612 (2,704) 236 -- -- (1,856) ---------- ------------ ---------- ------------ ------------ ------------ Net cash provided by (used in) investing activities................. (3,568) (32,804) 11,186 (15,088) (20,714) (60,988) FINANCING ACTIVITIES Payments on debt obligations........... -- (76) (516) (1,011) -- (1,603) Purchase of Senior ESOP Notes.......... -- (20,293) -- -- -- (20,293) Contribution to EPIC ESOP.............. -- (20,714) -- -- 20,714 -- Dividends paid to EPIC Holdings........ (1,300) -- -- -- -- (1,300) Dividends and capital distributions received from EPIC Properties........ -- 54,519 -- 2,844 (57,363) -- Dividends and capital distributions paid by EPIC Properties.............. -- -- (57,363) -- 57,363 -- Preferred stock transaction costs...... (7,063) -- -- -- -- (7,063) Contributions from minority interests............................ -- -- -- 1,884 -- 1,884 Distributions and dividends to minority interests............................ -- (335) -- (3,730) -- (4,065) Contribution to subsidiary............. (1,500) -- -- -- 1,500 -- Issuance of capital stock by subsidiary........................... -- -- -- 1,500 (1,500) -- Payment of debt issue costs and other, net.................................. (294) (236) (132) -- -- (662) ---------- ------------ ---------- ------------ ------------ ------------ Net cash provided by (used in) financing activities................. (10,157) 12,865 (58,011) 1,487 20,714 (33,102) ---------- ------------ ---------- ------------ ------------ ------------ INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............................ (4,298) (23,621) (11,979) 3,720 -- (36,178) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR................................... 4,384 46,002 16,485 1,948 -- 68,819 ---------- ------------ ---------- ------------ ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF YEAR................................... $ 86 $ 22,381 $ 4,506 $ 5,668 $ -- $ 32,641 ---------- ------------ ---------- ------------ ------------ ------------ ---------- ------------ ---------- ------------ ------------ ------------
F-63 104 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED SEPTEMBER 30, 1991 (DOLLARS IN THOUSANDS) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
EPIC EPIC HEALTHCARE HEALTHCARE OTHER GROUP, INC. GROUP, GUARANTOR EPIC NONGUARANTOR AND INC. SUBSIDIARIES PROPERTIES SUBSIDIARIES ELIMINATIONS SUBSIDIARIES ---------- ------------ ---------- ------------ ------------ ------------ Net cash provided by (used in) operating activities............................. $ (3,274) $ 68,299 $ 6,128 $ 7,807 $ -- $ 78,960 INVESTING ACTIVITIES Investments in marketable securities, net.................................. -- (12,091) -- -- -- (12,091) Additions to property and equipment.... -- (23,002) (198,868 ) (2,644) 198,868 (25,646) Proceeds from sales of assets.......... -- 199,190 -- 39 (198,868) 361 Principal collected on note receivable from EPIC ESOP....................... 12,717 -- 10,357 -- (23,074) -- Principal collected on intercompany note receivable...................... 41,041 -- -- -- (41,041) -- Other.................................. (48) -- -- -- -- (48) ---------- ------------ ---------- ------------ ------------ ------------ Net cash provided by (used in) investing activities................. 53,710 164,097 (188,511 ) (2,605) (64,115) (37,424) FINANCING ACTIVITIES Payments on debt obligations........... (244,761) (4,550) -- (1,336) -- (250,647) Principal payments on intercompany notes payable........................ -- (41,041) -- -- 41,041 -- Proceeds from long-term borrowings..... 29,000 -- 198,868 -- -- 227,868 Contribution to EPIC ESOP.............. -- (23,074) -- -- 23,074 -- Intercompany dividends................. 153,308 (153,308) -- -- -- -- Contributions from minority interests............................ -- -- -- 556 -- 556 Distributions and dividends to minority interests............................ -- -- -- (4,122) -- (4,122) Payment of debt issue costs and other, net.................................. (10,473) -- -- (1,290) -- (11,763) ---------- ------------ ---------- ------------ ------------ ------------ Net cash provided by (used in) financing activities................. (72,926) (221,973) 198,868 (6,192) 64,115 (38,108) ---------- ------------ ---------- ------------ ------------ ------------ INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............................ (22,490) 10,423 16,485 (990) -- 3,428 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR................................... 26,874 35,579 -- 2,938 -- 65,391 ---------- ------------ ---------- ------------ ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF YEAR................................... $ 4,384 $ 46,002 $ 16,485 $ 1,948 $ -- $ 68,819 ---------- ------------ ---------- ------------ ------------ ------------ ---------- ------------ ---------- ------------ ------------ ------------
F-64 105 EPIC HEALTHCARE GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) The subsidiaries comprising the Guarantor Subsidiaries change from year to year due to new and/or revised agreements relating to the various subsidiaries of the Company. As a result, the investment in subsidiaries is presented on the cost basis. Intercompany receivables/payables relate to cash transfers between entities on collection of accounts receivable and payment of accounts payable and are included in cash flows provided by (used in) operating activities. Cash flows from operating, financing, and investing activities for each subsidiary are presented in the consolidating statement of cash flows based on that subsidiary's designation as a guarantor or nonguarantor subsidiary at the end of the period. Deferred income taxes and deferred income tax benefit are recorded in the accounts of EPIC Healthcare Group, Inc. and are not allocated to the subsidiaries. SFAS No. 109, "Accounting for Income Taxes," requires that the consolidated amount of current and deferred tax expense for a group that files a consolidated tax return shall be allocated among the members of the group when those members issue separate financial statements on a basis consistent with SFAS No. 109. The Company will adopt SFAS No. 109, including allocation of taxes within the consolidating financial statements, effective October 1, 1993. Certain prior period amounts have been reclassified or restated for intercompany transactions to conform with the fiscal 1993 presentation. In addition, certain amounts have been reclassified for a change made in the fourth quarter of 1992 in the method of allocating interest income from the EPIC ESOP for intercompany purposes. F-65 106 - --------------------------------------------------------- - --------------------------------------------------------- NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR 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 HEALTHTRUST, INC. - THE HOSPITAL COMPANY OR ANY UNDERWRITER, DEALER OR AGENT. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF HEALTHTRUST, INC. - THE HOSPITAL COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. --------------------- TABLE OF CONTENTS PROSPECTUS
PAGE ---- The Company.............................. 3 The Offerings............................ 4 Investment Considerations................ 5 The Acquisition and the Financing Plan... 10 Use of Proceeds.......................... 12 Capitalization........................... 13 Selected Historical Financial Information............................ 14 Selected Pro Forma Financial Information............................ 17 Selected Operating Statistics............ 18 Description of EPIC...................... 19 Properties............................... 19 Price Range of Common Stock.............. 24 Dividend Policy.......................... 25 Selling Stockholders..................... 25 Description of Capital Stock............. 26 Certain United States Tax Consequences to Non-United States Holders.............. 27 Underwriting............................. 29 Legal Matters............................ 30 Experts.................................. 30 Available Information.................... 31 Information Incorporated by Reference.... 31 Index to Financial Statements............ 32
- --------------------------------------------------------- - --------------------------------------------------------- - --------------------------------------------------------- - --------------------------------------------------------- SHARES HEALTHTRUST INC. The Hospital Company COMMON STOCK ---------------- PROSPECTUS ---------------- MERRILL LYNCH & CO. DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION , 1994 - --------------------------------------------------------- - --------------------------------------------------------- 107 *************************************************************************** * * * 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 JURISDICTION * * IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO * * REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH * * JURISDICTION. * * * *************************************************************************** [Alternate Page for International Prospectus] SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED FEBRUARY 25, 1994 PROSPECTUS SHARES HEALTHTRUST INC. The Hospital Company COMMON STOCK ------------------------ Of the shares of Common Stock (par value $.001 per share) offered hereby, shares are being offered hereby outside the United States by the International Underwriters and shares are being offered in a concurrent offering in the United States by the U.S. Underwriters. The offering price and the aggregate underwriting discount per share are identical for both offerings. See "Underwriting." Of the shares of Common Stock offered, shares are being sold by Healthtrust, Inc. - The Hospital Company and shares are being sold by certain non-management selling stockholders upon the exercise of warrants which were issued in connection with the formation of the Company. See "Selling Stockholders." The Company will not receive any of the proceeds from the sale of shares by the Selling Stockholders. Concurrently with the Offerings, the Company is publicly offering $200 million aggregate principal amount of % Subordinated Notes due 2004. The Offerings and the offering of the Subordinated Notes are being made as part of the financing of the Company's acquisition of EPIC Holdings, Inc. and certain related transactions. The Offerings and the offering of the Subordinated Notes are contingent upon the consummation of the acquisition. See "The Acquisition and the Financing Plan." The Common Stock of the Company is traded on the New York Stock Exchange under the symbol "HTI." On February 24, 1994, the last sale price of the Company's Common Stock, as reported on the New York Stock Exchange, was $28 5/8 per share. FOR INFORMATION CONCERNING CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE "INVESTMENT CONSIDERATIONS." ------------------------ 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.
- -------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- Proceeds to Price to Underwriting Proceeds to Selling Public Discount(1) Company(2) Stockholders - -------------------------------------------------------------------------------------------------- Per Share......................... $ $ $ $ - -------------------------------------------------------------------------------------------------- Total(3).......................... $ $ $ $ - -------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------
(1) The Company and the Selling Stockholders have agreed to indemnify the several Underwriters against certain liabilities under the Securities Act of 1933. See "Underwriting." (2) Before deducting expenses of the offerings payable by the Company estimated at $ . (3) The Company has granted the International Underwriters and the U.S. Underwriters options exercisable within 30 days after the date hereof to purchase up to and additional shares, respectively, solely to cover over-allotments, if any. If such options are exercised in full, the total Price to Public, Underwriting Discount and Proceeds to Company will be $ , $ , and $ , respectively. See "Underwriting." ------------------------ The shares of Common Stock 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 orders in whole or in part. It is expected that delivery of the shares of Common Stock will be made in New York, New York on or about , 1994. ------------------------ MERRILL LYNCH INTERNATIONAL LIMITED DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION ------------------------ The date of this Prospectus is , 1994. 108 [ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS] UNDERWRITING Subject to the terms and conditions set forth in an international purchase agreement (the "International Purchase Agreement") among the Company, the Selling Stockholders and each of the underwriters named below (the "International Underwriters"), and concurrently with the sale of shares of Common Stock to the U.S. Underwriters (as defined below), the Company and the Selling Stockholders severally have agreed to sell to the International Underwriters, and each of the International Underwriters severally has agreed to purchase from the Company and the Selling Stockholders, the aggregate number of shares of Common Stock set forth opposite its name below.
NUMBER OF INTERNATIONAL UNDERWRITERS SHARES ------------------------------------------------------------------ --------- Merrill Lynch International Limited............................... Donaldson, Lufkin & Jenrette Securities Corporation............... --------- Total................................................... --------- ---------
Merrill Lynch International Limited and Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") are acting as representatives (the "International Representatives") of the International Underwriters. The Company and the Selling Stockholders also have entered into a purchase agreement (the "U.S. Purchase Agreement") with certain underwriters in the United States (the "U.S. Underwriters" and, together with the International Underwriters, the "Underwriters"), for whom Merrill Lynch,Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and DLJ are acting as representatives (the "U.S. Representatives"). Subject to the terms and conditions set forth in the U.S. Purchase Agreement, and concurrently with the sale of shares of Common Stock to the International Underwriters pursuant to the International Purchase Agreement, the Company and the Selling Stockholders have agreed to sell to the U.S. Underwriters, and the U.S. Underwriters severally have agreed to purchase from the Company and the Selling Stockholders, an aggregate of shares of Common Stock. The initial public offering price per share and the total underwriting discount per share are identical under the International Purchase Agreement and the U.S. Purchase Agreement. In the International Purchase Agreement and the U.S. Purchase Agreement, the several International Underwriters and the several U.S. Underwriters, respectively, have agreed, subject to the terms and conditions set forth therein, to purchase all of the shares of Common Stock being sold pursuant to each such Agreement if any of the shares of Common Stock being sold pursuant to each such Agreement are purchased. Under certain circumstances, the commitments of non-defaulting U.S. Underwriters or International Underwriters (as the case may be) may be increased. Sales of Common Stock to be purchased by the International Underwriters and the U.S. Underwriters are conditioned upon one another. The International Underwriters and the U.S. Underwriters have entered into an intersyndicate agreement (the "Intersyndicate Agreement") that provides for the coordination of their activities. The Underwriters are permitted to sell shares of Common Stock to each other for purposes of resale at the initial public offering price, less an amount not greater than the selling concession. Under the terms of the Intersyndicate Agreement, the U.S. Underwriters and any dealer to whom they sell shares of Common Stock will not offer to sell or sell shares of Common Stock to persons who are non-United States persons or to persons they believe intend to resell to persons who are non-United States persons, and the International Underwriters and any dealer to whom they sell shares of Common Stock will not offer to sell or sell shares of Common Stock to United States persons or to persons they believe intend to resell to United States persons, except in each case for transactions pursuant to such agreement. Each International Underwriter has agreed that (i) it has not offered or sold, and it will not offer or sell, directly or indirectly, any shares of Common Stock offered hereby in the United Kingdom by means of any document except in circumstances which do not constitute an offer to the public within the meaning of the Companies Act of 1985, (ii) it has complied and will comply with all applicable provisions of the Financial Services Act of 1986 (the "Financial Services Act") with respect to anything done by it in the United International- 109 [ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS] Kingdom and (iii) it has only issued or passed on and will only issue or pass on to any person in the United Kingdom any document received by it in connection with the issuance of Common Stock if that person is of a kind who files with Article 9(3) of the Financial Services Act of 1986 (Investment Advertisements) (Exemptions) Order 1988. Purchasers of the shares offered hereby may be required to pay stamp taxes and other charges in accordance with the laws and practice of the country of purchase, in addition to the offering price set forth in the cover page hereby. The International Representatives have advised the Company that the International Underwriters propose initially to offer the shares of Common Stock to the public at the initial public offering price set forth on the cover page of this Prospectus, and to certain dealers at such price less a concession not in excess of $ per share. The International Underwriters may allow, and such dealers may reallow, a discount not in excess of $ per share on sales to certain other dealers. After the initial public offering, the public offering price, concession and discount may be changed. The Company has granted an option to the International Underwriters, exercisable during the 30-day period after the date of this Prospectus, to purchase up to an aggregate of additional shares of Common Stock at the initial public offering price set forth on the cover page of this Prospectus, less the underwriting discount. The International Underwriters may exercise this option only to cover over-allotments, if any, made on the sale of Common Stock offered hereby. To the extent that the International Underwriters exercise this option, each International Underwriter will be obligated, subject to certain conditions, to purchase the number of additional shares of Common Stock proportionate to such International Underwriter's initial amount reflected in the foregoing table. The Company also has granted an option to the U.S. Underwriters, exercisable during the 30-day period after the date of this Prospectus, to purchase up to an aggregate of additional shares of Common Stock to cover over-allotments, if any, on terms similar to those granted to the International Underwriters. The Common Stock is listed on the NYSE under the symbol "HTI." The Company, the Selling Stockholders and the several Underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. Affiliates of each of the International Underwriters, from time to time, perform investment banking and other financial services for the Company. Merrill Lynch and DLJ are acting as financial advisors to the Company in connection with the Acquisition. In addition, the Company has retained DLJ and Merrill Lynch as Dealer Managers for the Tender Offers and as underwriters for the Subordinated Debt Offering. International- 110 [ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS] - --------------------------------------------------------- - --------------------------------------------------------- NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR 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 HEALTHTRUST, INC. - THE HOSPITAL COMPANY OR ANY UNDERWRITER, DEALER OR AGENT. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF HEALTHTRUST, INC. - THE HOSPITAL COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. --------------------- TABLE OF CONTENTS PROSPECTUS
PAGE ---- The Company.............................. 3 The Offerings............................ 4 Investment Considerations................ 5 The Acquisition and the Financing Plan... 10 Use of Proceeds.......................... 12 Capitalization........................... 13 Selected Historical Financial Information............................ 14 Selected Pro Forma Financial Information............................ 17 Selected Operating Statistics............ 18 Description of EPIC...................... 19 Properties............................... 19 Price Range of Common Stock.............. 24 Dividend Policy.......................... 25 Selling Stockholders..................... 25 Description of Capital Stock............. 26 Certain United States Tax Consequences to Non-United States Holders.............. 27 Underwriting............................. 29 Legal Matters............................ 30 Experts.................................. 30 Available Information.................... 31 Information Incorporated by Reference.... 31 Index to Financial Statements............ 32
- --------------------------------------------------------- - --------------------------------------------------------- - --------------------------------------------------------- - --------------------------------------------------------- SHARES HEALTHTRUST INC. The Hospital Company COMMON STOCK ---------------- PROSPECTUS ---------------- MERRILL LYNCH INTERNATIONAL LIMITED DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION , 1994 - --------------------------------------------------------- - --------------------------------------------------------- 111 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. Securities and Exchange Commission registration fee....................... $ 92,729 National Association of Securities Dealers fee............................ NYSE listing fee.......................................................... Printing and engraving.................................................... Accounting services....................................................... Legal services............................................................ Expenses of qualification under state blue sky laws....................... Miscellaneous............................................................. -------- Total...........................................................
- --------------- * Estimated ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law (the "DGCL") provides for the indemnification of officers and directors under certain circumstances against expenses (including attorneys' fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred in connection with the defense or settlement of any threatened, pending or completed legal proceedings in which he is involved by reason of the fact that he is or was a director or officer of the Company if he acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the Company, and, in respect to the criminal actions or proceedings, if he had no reasonable cause to believe that his conduct was unlawful. Pursuant to Section 102(b)(7) of the DGCL, the Certificate provides that the directors of the Company, individually or collectively, shall not be held personally liable to the Company or its stockholders for monetary damages for breaches of fiduciary duty as directors, except that any director shall remain liable (i) for any breach of the director's fiduciary duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law, (iii) for liability under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. The Certificate and By-laws of the Company provide for indemnification of its officers and directors to the full extent authorized by law. The Company maintains officers' and directors' liability insurance which insures against liabilities that the officers and directors of the Company may incur in such capacities. ITEM 16. EXHIBITS. **1.1 -- Form of U.S. Purchase Agreement **1.2 -- Form of International Purchase Agreement. 2.1 -- Agreement and Plan of Merger, dated as of January 9, 1994, among the Registrant, Odyssey Acquisition Corp. and EPIC Holdings, Inc. Incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K dated January 10, 1994. *2.2 -- ESOP Agreement, dated as of January 9, 1994, among the Registrant, Odyssey Acquisition Corp., EPIC Holdings, Inc., EPIC Healthcare Group, Inc., U.S. Trust Company of California, N.A. and the ESOP Committee. **2.3 -- Form of Purchase Agreement among the Registrant, Donaldson, Lufkin & Jenrette Securities Corporation and Merrill Lynch & Co. with respect to the Subordinated Debt Offering. 4.1 -- Rights Agreement, dated as of July 8, 1993, between the Registrant and First Union National Bank of North Carolina, as Rights Agent. Incorporated by reference to Exhibit 1 to the Registrant's Registration Statement on Form 8-A dated July 12, 1993. **5.1 -- Opinion of Dewey Ballantine as to legality of the Common Stock being registered, including consent.
II-1 112 *23.1 -- Consent of Ernst & Young with respect to the financial statements of the Registrant. *23.2 -- Consent of Ernst & Young with respect to the financial statements of EPIC Holdings, Inc. and EPIC Healthcare Group, Inc. *24.1 -- Powers of Attorney.
- --------------- * Filed herewith. ** To be filed by amendment. ITEM 17. UNDERTAKINGS. Insofar as indemnification for liabilities arising under the Act 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. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement 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. The undersigned registrant hereby 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 a 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-2 113 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on February 24, 1994. HEALTHTRUST, INC. - THE HOSPITAL COMPANY By: /s/ MICHAEL A. KOBAN, JR. ------------------------------------ Michael A. Koban, Jr. Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - ------------------------------------------ ------------------------------- ------------------ * Chairman of the Board, Chief February 24, 1994 - ------------------------------------------ Executive Officer and R. Clayton McWhorter President; Director (Principal Executive Officer) * Senior Vice President and Chief February 24, 1994 - ------------------------------------------ Operating Officer; Director W. Hudson Connery, Jr. /s/ MICHAEL A. KOBAN, JR. Senior Vice President; Director February 24, 1994 - ------------------------------------------ (Principal Financial Officer) Michael A. Koban, Jr. * Director February 24, 1994 - ------------------------------------------ Donald S. MacNaughton * Director February 24, 1994 - ------------------------------------------ Richard W. Hanselman * Director February 24, 1994 - ------------------------------------------ Robert F. Dee * Director February 24, 1994 - ------------------------------------------ Alethea O. Caldwell * Director February 24, 1994 - ------------------------------------------ William T. Hjorth * Director February 24, 1994 - ------------------------------------------ Harry N. Beaty, M.D. * Senior Vice President and February 24, 1994 - ------------------------------------------ Controller (Principal Kenneth C. Donahey Accounting Officer) *By: /s/ MICHAEL A. KOBAN, JR. - ------------------------------------------ Michael A. Koban, Jr. (Attorney-in-Fact)
II-3 EX-2.2 2 HEALTHTRUST EQUITY DEAL ESOP AGREEMENT 1 ESOP AGREEMENT This ESOP Agreement (the "Agreement") is made this 9th day of January, 1994, by and among U.S. Trust Company of California, N.A., as trustee (the "Trustee") for the trust (the "Trust") established pursuant to the EPIC Healthcare Group, Inc. Employee Stock Ownership Plan (the "ESOP") of Epic Healthcare Group, Inc., ("Group"), the Committee (as defined in the ESOP) administering the ESOP, Epic Holdings, Inc. ("Company"), HealthTrust, Inc. - The Hospital Company ("Parent") and Odyssey Acquisition Corp. ("Sub"). Capitalized terms used herein but not defined herein shall have the definitions assigned to them in that certain Agreement and Plan of Merger, dated as of the date hereof, among Parent, Sub and Company (the "Merger Agreement"), a copy of which is attached hereto as Exhibit "A". RECITALS A. Effective as of September 30, 1988, Group established the ESOP; B. Group and the Trustee, in its capacity as trustee, entered into the Trust Agreement dated as of September 30, 1988 (the "Trust Agreement"), establishing the Trust pursuant to which Group makes contributions to the ESOP, to be invested primarily in shares of Company common stock and held by the Trustee on behalf of ESOP participants; C. The Trustee purchased 24,500,000 shares of Group common stock, par value $.001 per share, from Group pursuant to the terms of the Agreement, dated as of September 30, 1988, between Group and the Trustee (the "Subscription Agreement"), which shares were 2 subsequently exchanged for an equal number of shares of Company common stock (such Company common stock is referred to herein as "Company Common Stock"); D. The Trustee financed the purchase of such stock by borrowing an aggregate of $245,000,000 from Group (the "ESOP Loans") pursuant to the terms of certain loan agreements between Group and the Trustee dated September 30, 1988, which were subsequently refinanced (such loan agreements are referred to herein as the "ESOP Loan Agreements"); E. As security for the portion of the ESOP Loans that remains outstanding, the Trustee pledged to Group the shares of Company Common Stock that have not been released from pledge as a result of payments of the ESOP Loans and allocated to the accounts of ESOP participants pursuant to the terms of the ESOP Pledge Agreement, dated as of September 30, 1988, between Group and the Trustee (the "Pledge Agreement"); F. Concurrently with the execution of this Agreement, Company, Parent and Sub are entering into the Merger Agreement, pursuant to which Company will become a wholly-owned subsidiary of Parent; G. In connection with the Merger Agreement, Company has agreed to amend the ESOP to convert the ESOP to a profit sharing or stock bonus plan following consummation of the transactions contemplated hereunder; H. The Trustee has received preliminary confirmation from its financial advisors that the consideration to be received by the - 2 - 3 ESOP pursuant to this Agreement will result in the receipt of fair market value for Company Common Stock transferred by the ESOP pursuant to this Agreement; and I. The parties hereto desire to set forth their understanding and agreement with respect to the ESOP and the actions that each shall take in connection therewith; NOW, THEREFORE, the parties hereto agree as follows: 1. Stock Transfer; Satisfaction of Indebtedness. As of the Closing Date of the Merger Agreement and after giving effect to the transactions contemplated under Section 2, the Trustee shall release all right, title and interest of the Trustee in the shares of Company Common Stock that have not been allocated to the accounts of ESOP participants (the "Unallocated Shares") (after giving effect to any such allocations required as a result of contributions previously made), free and clear of any Trustee claims, liens, pledges, options, charges, security interests, mortgages, deeds of trust, encumbrances or other rights of the Trustee of any nature whatsoever, and Company and Group shall accept the Unallocated Shares from the Trustee in full satisfaction of the ESOP Loans. 2. Certain Covenants and Agreements. (a) ESOP Provisions. Prior to the conversion of the ESOP to a stock bonus or profit sharing plan, Company and/or Group shall contribute cash to the ESOP, or shall forgive ESOP Loans (which forgiveness of indebtedness shall be treated as a contribution to the ESOP), to the extent necessary to cause there - 3 - 4 to be on the Closing Date a total of 17,571,429 shares of the Company Common Stock that have been allocated or will be allocable to the accounts of ESOP participants (excluding the shares allocated pursuant to clause (b) below); provided, however, that the contribution shall not exceed the amount reasonably determined in good faith by Parent (i) to be deductible pursuant to Code Section 404 for the ESOP plan years beginning January 1, 1993, and/or January 1, 1994, and (ii) to be permissibly allocable, for purposes of Code Section 415, during the "limitation year" (as defined in Code Section 415 and hereinafter referred to as the "Limitation Year") applicable to the ESOP plan years beginning January 1, 1993, and/or January 1, 1994, subject to Section 2(f) below. The Company and Group shall amend the ESOP and the Trust Agreement (i) effective as of the Closing Date, to convert the ESOP to a profit sharing or stock bonus plan, to preclude participation in the ESOP by persons not employed by the Company or a Subsidiary of the Company as of the Closing Date, to eliminate the requirement of the ESOP that participants be employed on the last date of the plan year to receive an allocation of previously Unallocated Shares for the plan year, to vest full fiduciary authority in the Trustee with respect to any right of the Trustee or the ESOP under the Merger Agreement and this Agreement and the actions contemplated thereby and hereby and to eliminate any directions or limitations as to the discretion the Trustee may exercise in exercising that authority, and (ii) effective as of December 31, 1994, to permanently discontinue contributions to the ESOP. - 4 - 5 (b) Additional Allocation. Prior to the Closing Date, Parent shall compute, or cause to be computed, an aggregate dollar amount (the "Interim Amount") equal to 4% of the "compensation" (as defined in Parent's 401(k) Plan) of the ESOP participants employed by Company or any of its Subsidiaries immediately prior to the Closing Date (the "ESOP Participants") earned for each month or portion thereof included in the period beginning March 1, 1994, and ending on the Closing Date. For purposes of determining the Interim Amount described in the immediately preceding sentence, a portion of a month shall be taken into account and result in an increase in such contribution or forgiveness of indebtedness if the Merger Date occurs on or after the fifteenth day of such month. Immediately prior to the Closing Date, Company shall contribute cash to the ESOP, or shall forgive ESOP Loans (which forgiveness of indebtedness shall be treated as a contribution to the ESOP), in an amount which shall result in the allocation of the number of shares of Company Common Stock to the accounts of ESOP Participants as is equal to the Interim Amount, divided by the Merger Consideration per share; provided, however, that the contribution shall not exceed the amount reasonably determined in good faith by Parent to be (i) deductible pursuant to Code Section 404 for the ESOP plan year beginning January 1, 1994, and, (ii) the amount permissibly allocable, for purposes of Code Section 415, during the Limitation Year applicable to the ESOP plan year beginning January 1, 1994, subject to Section 2(f). To the extent that the contribution obligations set forth in clauses (a), (b) or (d) cannot be met due - 5 - 6 to operation of Code Section 404 or 415, as determined in good faith by Parent, in a subsequent plan year or plan years Parent shall make or shall cause Sub to make contributions to a plan established pursuant to clause (d)(iii) below in an amount equal to the contribution that cannot be made in an earlier plan year, plus earnings at a rate equal to the greater of (i) 300 basis points in excess of the 3 month United States Treasury Bill Rate, adjusted and compounded quarterly, or (ii) the percentage change in the fair market value of the assets of the ESOP (or, if the ESOP is merged into another plan, the plan into which the ESOP is merged, or, in the event the ESOP is terminated, the qualified plan or plans in which the employees of the Company are eligible to participate) over the "measuring period" described below (determined by including changes in value attributable to realized and unrealized income, gains and losses) for the period from the Closing Date to the date of contribution (the "measuring period"); provided, however, that the contribution to be made for any given plan year shall not exceed the amount reasonably determined in good faith by Parent, (i) to be deductible for such plan year pursuant to Code Section 404 and (ii) to be permissibly allocable for purposes of Code Section 415, during the Limitation Year applicable to such plan year. For purposes of this provision, the "3 month United States Treasury Bill Rate" shall be the rate published in the Wall Street Journal for thirteen week short-term U.S. government bills as of the last day of each calendar quarter. The ESOP Committee - 6 - 7 shall make the allocations necessary to comply with this Section 2(b). (c) Termination of Agreements. Effective as of the Closing Date, each of the Subscription Agreement, the ESOP Loan Agreements and the Pledge Agreement is terminated and cancelled and shall be of no further force or effect, and the Trustee, Company, Group, and the ESOP Committee shall take all steps necessary to comply with this covenant. (d) Plan Provisions Post-Closing. Following the consummation of the transactions contemplated hereby, (i) the Trust and the Trust Agreement shall continue in full force and effect, as amended pursuant to Section 2(a) hereinabove, until such time as all distributions have been made in accordance with the terms of the ESOP as amended pursuant to Section 2(a) hereinabove; (ii) the interests of each ESOP Participant in any amount, if any, credited to his ESOP account (including any amount credited or to be credited as a result of the transactions contemplated hereby) shall become nonforfeitable from and after the Closing Date in accordance with Code Section 411 and the Treasury Regulations thereunder; and (iii) the ESOP Participants who continue to be employed by Parent or Sub shall be entitled to participate in Parent's 401(k) plan or a similar plan to be established by Parent. Such plan shall provide (A) a profit sharing contribution (the "Profit Sharing Contribution") on behalf of the ESOP Participants of 4% of the "compensation" of the ESOP Participants (as defined in such plan for participants generally) for the period beginning on the day - 7 - 8 following the Closing Date and ending December 31, 1994, and (B) a matching contribution (the "Matching Contribution") by Parent of 100% of each ESOP Participant's deferrals under such plan, not in excess of 3% of "compensation" (as defined in such plan for participants generally) made with respect to the period beginning on the Closing Date and ending December 31, 1998. In addition, it is the present intention of Parent to provide the Profit Sharing Contribution described in clause (A) above to ESOP Participants during the plan years beginning in the calendar years ending December 31, 1995, through December 31, 1998; provided, however, that the parties hereto acknowledge and agree that Parent is under no obligation to the Trustee or ESOP Participants under this Agreement to provide any such Profit Sharing Contribution for years after 1994. The parties hereto further acknowledge and agree that the contributions of Parent referred to in this Section 2(d) are (i) conditioned upon qualification of Parent's plan under Code Section 401(a), and shall be returned to Parent if the Internal Revenue Service does not issue a determination letter reasonably acceptable to Parent with respect to such plan, (ii) that such contribution for any plan year, after having taken into account the contribution obligation set forth in Section 2(b) above, shall not exceed the amount reasonably determined in good faith by Parent (a) to be deductible pursuant to Code Section 404 for the applicable plan year, and (b) not to exceed the amount permissibly allocable for purposes of Code Section 415 for the applicable Limitation Year, subject to Section 2(f) below. Parent shall act - 8 - 9 in good faith and use its best efforts to secure such determination letter, including the adoption of changes reasonably requested by the Internal Revenue Service. (e) Contribution and Allocation Restructuring. The parties expect that the obligations of Parent to make and allocate contributions to plans pursuant to this Agreement may be fulfilled without loss of qualification of the ESOP or of any plan established or continued by Parent for the benefit of employees of Parent and/or its subsidiaries. If in the opinion of counsel to Parent, the qualification of any such plan could be jeopardized by Parent's contributions and/or allocations in compliance with this Agreement, the Trustee shall in good faith enter into an agreement with Parent to accept the consideration contemplated by this Agreement in another form or manner, as the Trustee shall determine, in its sole and absolute discretion, is permitted under ERISA and as mutually agreed to by Parent and the Trustee. No such agreement shall result in any reduction of the then net present value of the contribution and allocation obligations of Parent under this Agreement. If counsel to the Trustee does not concur with counsel to Parent that the qualification of any such plan could be jeopardized by Parent's contributions and/or allocations in compliance with this Agreement, Parent and the Trustee shall select nationally recognized counsel experienced in ERISA and the Code, especially with respect to ESOPs, mutually agreeable to them to review the issue and make an independent determination whether the qualification of the ESOP or any Parent plan could be - 9 - 10 jeopardized. If deemed necessary by the independent counsel, a financial adviser mutually agreeable to Parent and the Trustee shall be selected. Parent shall pay all reasonable fees and costs of the Trustee, the Trustee's counsel and financial advisor, the independent counsel and the independent counsel's financial advisor. The determination of the Interim Amount described in Section 2(b) and the application of the limitations of Code Sections 404 and 415 to be determined by Parent pursuant to Sections 2(b) and (d) shall be provided by Parent to the Trustee and the ESOP Committee for the purposes of allowing either or both to provide comment with respect thereto. (f) Code Section 415 Priorities. In calculating the Code Section 415(c) limitation for the ESOP Limitation Year applicable to the ESOP plan year beginning January 1, 1994, and the Limitation Years applicable to the plan years beginning or on after January 1, 1994, of the plan described in Section 2(d) hereinabove in which ESOP Participants will participate after the Closing Date, contributions (and forgiveness of indebtedness treated as contributions) described in this Section 2 shall be charged against such limitation in the following order: (i) First, the Matching Contribution in Section 2(d) hereof; (ii) Second, the contribution or forgiveness of indebtedness described in Section 2(a) hereof; (iii) Third, the contribution or forgiveness of indebtedness described in Section 2(b) hereof; and - 10 - 11 (iv) Fourth, the Profit Sharing Contribution described in Section 2(d) hereof. (g) Contributions by Parent or Sub. Any contribution to be made by Parent or Sub pursuant to clauses (b) or (d) hereunder may be made, at Parent or Sub's election, in cash or in stock of Parent that is publicly traded, freely transferable (not subject to a securities or trading limitation) and equal in fair market value to the amount of the contribution obligation. (h) Indemnification. For a period of six years from and after the Effective Time (as defined in the Merger Agreement), Parent and Sub shall indemnify U.S. Trust Company of California, N.A., as the Trustee and its financial advisors, Duff & Phelps Financial Consulting Company ("Duff & Phelps"), to the extent Group or Company would have been so required under the Trust Agreement and/or under any engagement letters with the Trustee and Duff & Phelps to which Company and/or any of its Subsidiaries is a signatory, without regard to termination of the ESOP or removal of U.S. Trust Company of California, N.A., as the Trustee. Such indemnification shall be made only to the extent that such indemnification would be required had Company survived the Merger as an independent entity and the indemnification obligation had also survived the Merger, and only in accordance with the terms of the Trust Agreement and/or such engagement letters. 3. Conditions to Closing. The respective obligations of the parties to consummate the transactions contemplated by Sections 1 and 2 shall be conditioned upon (i) the prior or simultaneous - 11 - 12 consummation of the Merger in accordance with the terms of the Merger Agreement, and (ii) the Trustee having been duly authorized by all necessary corporate action on the part of the Trustee to consummate the transactions contemplated hereunder, and no other corporate proceedings on the part of the Trustee being necessary to consummate the transactions contemplated hereby. 4. Delivery of Documents at the Closing. (a) Documents Delivered by the Trustee. At the Closing, the Trustee shall deliver to Company the following documents: (i) A written waiver of all right, title and interest of the Trustee in the Unallocated Shares, in accordance with Section 1 hereinabove; and (ii) a certificate of the Trustee setting forth the resolutions of the Trustee authorizing and approving this Agreement and the transactions contemplated hereby, and certifying that such resolutions were duly adopted and remain in full force and effect, not having been altered, amended or repealed. (b) Documents Delivered by Company and Group. At the Closing, Company or Group shall deliver to the Trustee the following documents: (i) the cancelled promissory notes evidencing the ESOP Loans; (ii) a certificate of the Secretaries of Company and Group setting forth the resolutions of the board of directors of each, respectively, authorizing the execution and delivery - 12 - 13 of this Agreement and the consummation of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and remain in full force and effect, not having been altered, amended or repealed; (iii) duly executed amendments to the ESOP and the Trust Agreement, as required hereinabove; and (iv) the opinion of Johnson & Gibbs, P.C., counsel to Company, to the effect that none of (i) the discharge of the portion of the principal amount of the ESOP Loans that exceeds the fair market value of the shares of Company Common Stock transferred by the ESOP Trustee to Company pursuant to Section 1, or (ii), the transfer by the ESOP Trustee to Company of shares of Company Common Stock unallocated under the ESOP in satisfaction of the ESOP Loans, each as contemplated by this Agreement, will result in a violation of the requirements of the prohibited transaction exemption of Section 4975(d)(3) of the Code and Section 408(b)(3) of ERISA, as expressed in Treas. Reg. Section 54.4975-7(b)(4), (5) and (6), and DOL Reg. Section 2550.408b-3(d), (e) and (f), assuming in each case that the fiduciaries undertaking such transactions are complying with the applicable fiduciary responsibility requirements of ERISA and that the ESOP has received no less than adequate consideration. (c) Documents Delivered by Parent. At the Closing, Parent shall deliver to the Trustee a certificate of the Secretary of Parent setting forth the resolutions of Parent authorizing the - 13 - 14 execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and remain in full force and effect, not having been altered, amended or repealed. (d) Opinion of Trustee's Counsel. The Trustee agrees that prior to the Closing Date it will obtain from its counsel, Gardere & Wynne, L.L.P., an opinion that Gardere & Wynne, L.L.P. concurs in the opinion of Johnson & Gibbs, P.C., provided pursuant to the provisions of section 4(b)(iv) hereinabove. A copy of such opinion shall be provided to the Company prior to Closing Date; provided, however, that the parties hereto agree that the opinion rendered by Gardere & Wynne, L.L.P., may only be relied upon by the Trustee and may not be relied upon by any other party to this Agreement. 5. Voting Agreement. At such time as Company conducts any meeting of or otherwise seeks a vote of its stockholders for the purpose of approving the Merger, the Trustee shall vote the Unallocated Shares and shares of Company Common Stock allocated to the accounts of ESOP Participants with respect to which no voting instructions are received from the applicable ESOP participants, in favor of the Merger and the consummation of the transactions contemplated by the Merger Agreement, unless the Trustee, in its sole discretion, reasonably determines in good faith that such vote would violate the applicable requirements of ERISA. - 14 - 15 6. Company, Group, Trustee and Parent Representations and Warranties. (a) Company, Group and Related Company Organization. Company represents and warrants that each of Company and its Subsidiaries is, if a corporation, a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation (or, if a partnership or other legal entity, is duly organized, is validly existing under the laws of the jurisdiction of its organization and has completed the filing of any certificates required and by such jurisdiction for the organization and continued existence thereof) and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except when the failure to be so organized, existing and in good standing or to make such filings or to have such power and authority would not, individually or in the aggregate, have a material adverse effect on the business, operations, properties, assets, liabilities, condition (financial or otherwise) or results of operations of Company and its Subsidiaries, taken as a whole (a "Material Adverse Effect"). Each of Company and its Subsidiaries is duly qualified or licensed to do business and in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not, individually or in the aggregate, have a Material Adverse Effect. - 15 - 16 (b) Company and Group Authority. Company and Group represent and warrant that Company and Group have the requisite corporate power and authority to execute and deliver this Agreement and to carry out their obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the Merger and of the other transactions contemplated hereunder have been duly authorized by all necessary corporation action on the part of Company and Group and no other corporate proceedings on the part of Company and Group are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Company and Group and constitutes the valid and binding obligation of Company and Group enforceable against Company and Group in accordance with its terms, except as may be limited by or subject to any bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally, and subject to general principles of equity. (c) Parent Organization. Parent represents and warrants that Parent is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except when the failure to be so organized, existing and in good standing or to have such power and authority would not, individually or in the aggregate, prevent or delay in any material respect the consummation of the transactions contemplated by this Agreement. - 16 - 17 (d) Parent Authority. Parent represents and warrants that Parent has the requisite corporate power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the Merger and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and constitute the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as may be limited by or subject to any bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and subject to general principles of equity. (e) Trustee Organization. The Trustee represents and warrants the Trustee is a national association duly organized, validly existing and in good standing under the jurisdiction of its incorporation and has all requisite power and authority to own, lease and operate its properties and to carry on its business now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not, individually or in the aggregate, prevent or delay in any material respect the consummation of the transactions contemplated by this Agreement. - 17 - 18 (f) Trustee Authority. The Trustee represents and warrants that the Trustee has the requisite power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution of this Agreement has been duly authorized by all necessary corporate action on the part of the Trustee and no other corporate proceedings on the part of the Trustee are necessary to authorize this Agreement. This Agreement has been duly executed and delivered by the Trustee and constitutes the valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms, except as may be limited by or subject to any bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and subject to general principles of equity. All authority exercised hereunder by the Trustee is solely in its fiduciary capacity as the Trustee under the Trust Agreement, and in no other capacity. (g) ESOP Committee Organization. The ESOP Committee represents and warrants that the ESOP Committee has been validly appointed under the ESOP, and has all requisite power and authority to exercise its duties under the ESOP. (h) ESOP Committee Authority. The ESOP Committee represents and warrants that the ESOP Committee has the requisite power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution of this Agreement has been duly authorized by all necessary action on the part of the ESOP Committee and no other proceedings on the part of - 18 - 19 the ESOP Committee are necessary to authorize this Agreement. This Agreement has been duly executed and delivered by the ESOP Committee and constitutes the valid and binding obligation of the ESOP Committee, enforceable against the ESOP Committee in accordance with its terms, except as may be limited by or subject to any bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors rights generally and subject to general principles of equity. (i) Nonsurvival of Representations and Warranties. None of the representations and warranties in this Section 6 shall survive the Closing Date or termination of the Merger Agreement. 7. Amendments. This Agreement contains the entire understanding of the parties with respect to the ESOP and may be amended only by an agreement in writing signed by each party hereto. 8. Descriptive Headings. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. 9. Counterparts. For the convenience of the parties, any number of counterparts of this Agreement may be executed by one or more parties hereto and each such executed counterpart shall be, and shall be deemed to be, an original instrument. 10. Notices. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be validly given, made or - 19 - 20 served, if in writing and delivery personally, or sent by facsimile or registered mail, postage prepaid, if: TO THE TRUSTEE: U.S. Trust Company of California, N.A. 555 South Flower Street, Suite 2700 Los Angeles, California 90071-2429 Attention: Charles E. Wert, Sr. With a copy to: Gardere & Wynne, L.L.P. 1601 Elm Street Suite 2800 Dallas, Texas 75201 Attention: William W. McClure, Jr., Esq. TO COMPANY, GROUP OR ESOP COMMITTEE: EPIC Holdings, Inc. EPIC Center 3333 Lee Parkway, Suite 900 Dallas, Texas 75219 Attention: Stanley Baldwin, Esq. With a copy to: Johnson & Gibbs, P.C. 900 Jackson Street Dallas, Texas 75202 Attention: Jim A. Watson, Esq. TO PARENT OR SUB: Healthtrust, Inc. - The Hospital Company 4525 Harding Road Nashville, Tennessee 37205 Attention: Philip D. Wheeler, Esq. With a copy to: Dewey Ballantine 1301 Avenue of the Americas New York, New York 10019-6092 Attention: Morton A. Pierce, Esq. or to such other address as any party hereto may, from time to time, designate in a written notice given in a like manner. Notice delivered personally shall be deemed delivered on the date of delivery. Notice given by facsimile shall be deemed delivered on - 20 - 21 the date on which receipt is acknowledged. Notice given by mail as set out above shall be deemed delivered three days after the date the same is postmarked. 11. Law Application. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to principles of conflict of laws; provided, however, that the law governing any fiduciary duties of each party hereto and, in the case of Company, Parent and Sub, their respective boards of directors and the law governing any other matters of internal corporate governance of Company, Parent or Sub shall be the law of their respective jurisdictions of incorporation (in the case of Company, Parent and Sub, Delaware) or the law specifically applicable to them (in the case of the Trustee, the laws of the State of California, ERISA or other applicable federal or state law). - 21 - 22 12. Successor and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successor and assigns of the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written. HEALTHTRUST, INC. - U.S. TRUST COMPANY OF THE HOSPITAL COMPANY CALIFORNIA, N.A. By: /s/ Micheal A. Koban, Jr. By: /s/ Charles E. Wert ---------------------------- ---------------------------- Name: Micheal A. Koban, Jr. Name: Charles E. Wert -------------------------- -------------------------- Title: Senior Vice President Title: Executive Vice President and ------------------------- ------------------------- Senior Trust Officer ODYSSEY ACQUISITION CORP. ESOP COMMITTEE (acting solely in the capacity as members of the ESOP Committee) By: /s/ Micheal A. Koban, Jr. /s/ Kenn S. George ---------------------------- -------------------------------- Name: Micheal A. Koban, Jr. /s/ Stanley F. Baldwin -------------------------- -------------------------------- Title: Vice President /s/ Thomas T. Schleck ------------------------- -------------------------------- /s/ Gary E. Griffith -------------------------------- EPIC HOLDINGS, INC. EPIC HEALTHCARE GROUP, INC. By: /s/ Kenn S. George By: /s/ Kenn S. George ---------------------------- ---------------------------- Name: Kenn S. George Name: Kenn S. George -------------------------- -------------------------- Title: Chairman, President Title: Chairman, President ------------------------- ------------------------- and CEO and CEO - 22 - EX-23.1 3 HEALTHTRUST (EQUITY) CONSENT OF ERNST & YOUNG 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the captions "Selected Historical Financial Information" and "Experts" in the Registration Statement (Form S-3) and related Prospectus of Healthtrust, Inc. - The Hospital Company for the registration of its common stock and to the incorporation by reference therein of our report dated October 15, 1993, with respect to the consolidated financial statements and schedules of Healthtrust, Inc. - The Hospital Company included in its Annual Report (Form 10-K) for the year ended August 31, 1993, filed with the Securities and Exchange Commission. Ernst & Young Nashville, Tennessee February 23, 1994 EX-23.2 4 HEALTHTRUST (EQUITY) CONSENT OF ERNST & YOUNG 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the captions "Selected Historical Financial Information" and "Experts" and to the use of our reports dated December 3, 1993, with respect to the consolidated financial statements of EPIC Holdings, Inc. and subsidiaries and EPIC Healthcare Group, Inc. and subsidiaries included in the Registration Statement (Form S-3) and related Prospectus of Healthtrust, Inc. -- The Hospital Company for the registration of its common stock. Ernst & Young Dallas, Texas February 23, 1994 EX-24.1 5 HEALTHTRUST EQUITY DEAL POWERS OF ATTORNEY 1 POWER OF ATTORNEY S-3 REGISTRATION STATEMENT FOR HEALTHTRUST, INC. - THE HOSPITAL COMPANY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints R. Clayton McWhorter, Chairman and Chief Executive Officer of Healthtrust, Inc. - The Hospital Company (hereinafter referred to as the "Company") Michael A. Koban, Jr., Senior Vice-President of the Company, and Philip D. Wheeler, Senior Vice-President, Secretary and General Counsel of the Company, and each of them, jointly and severally, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute and file, or cause to be filed, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") the Company's S-3 Registration Statement in connection with the offering of Common Stock, and all amendments thereto, and all matters required by the Commission in connection with such report under The Securities Exchange Act of 1933, as amended, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ W. Hudson Connery, Jr. 2/11/94 - ------------------------------------------- -------------------------- W. Hudson Connery, Jr. Date Senior Vice-President, Chief Operating Officer and Director
2 POWER OF ATTORNEY S-3 REGISTRATION STATEMENT FOR HEALTHTRUST, INC. - THE HOSPITAL COMPANY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints R. Clayton McWhorter, Chairman and Chief Executive Officer of Healthtrust, Inc. - The Hospital Company (hereinafter referred to as the "Company"), and Philip D. Wheeler, Senior Vice-President, Secretary and General Counsel of the Company, and each of them, jointly and severally, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute and file, or cause to be filed, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") the Company's S-3 Registration Statement in connection with the offering of Common Stock, and all amendments thereto, and all matters required by the Commission in connection with such report under The Securities Exchange Act of 1933, as amended, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Michael A. Koban, Jr. 2/3/94 - ------------------------------------------- -------------------------- Michael A. Koban, Jr. Date Senior Vice-President and Director (Principal Financial Officer)
3 POWER OF ATTORNEY S-3 REGISTRATION STATEMENT FOR HEALTHTRUST, INC. - THE HOSPITAL COMPANY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints R. Clayton McWhorter, Chairman and Chief Executive Officer of Healthtrust, Inc. - The Hospital Company (hereinafter referred to as the "Company"), Michael A. Koban, Jr., Senior Vice-President of the Company, and Philip D. Wheeler, Senior Vice-President, Secretary and General Counsel of the Company, and each of them, jointly and severally, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute and file, or cause to be filed, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") the Company's S-3 Registration Statement in connection with the offering of Common Stock, and all amendments thereto, and all matters required by the Commission in connection with such report under The Securities Exchange Act of 1933, as amended, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ William T. Hjorth 2/3/94 - ------------------------------------------- -------------------------- William T. Hjorth Date Director
4 POWER OF ATTORNEY S-3 REGISTRATION STATEMENT FOR HEALTHTRUST, INC. - THE HOSPITAL COMPANY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints R. Clayton McWhorter, Chairman and Chief Executive Officer of Healthtrust, Inc. - The Hospital Company (hereinafter referred to as the "Company") Michael A. Koban, Jr., Senior Vice-President of the Company, and Philip D. Wheeler, Senior Vice-President, Secretary and General Counsel of the Company, and each of them, jointly and severally, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute and file, or cause to be filed, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") the Company's S-3 Registration Statement in connection with the offering of Common Stock, and all amendments thereto, and all matters required by the Commission in connection with such report under The Securities Exchange Act of 1933, as amended, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Donald S. MacNaughton 2/11/94 - ------------------------------------------- -------------------------- Donald S. MacNaughton Date Director
5 POWER OF ATTORNEY S-3 REGISTRATION STATEMENT FOR HEALTHTRUST, INC. - THE HOSPITAL COMPANY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints R. Clayton McWhorter, Chairman and Chief Executive Officer of Healthtrust, Inc. - The Hospital Company (hereinafter referred to as the "Company"), Michael A. Koban, Jr., Senior Vice-President of the Company, and Philip D. Wheeler, Senior Vice-President, Secretary and General Counsel of the Company, and each of them, jointly and severally, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute and file, or cause to be filed, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") the Company's S-3 Registration Statement in connection with the offering of Common Stock, and all amendments thereto, and all matters required by the Commission in connection with such report under The Securities Exchange Act of 1933, as amended, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Alethea O. Caldwell 2/8/94 - ------------------------------------------- -------------------------- Alethea O. Caldwell Date Director
6 POWER OF ATTORNEY S-3 REGISTRATION STATEMENT FOR HEALTHTRUST, INC. - THE HOSPITAL COMPANY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints R. Clayton McWhorter, Chairman and Chief Executive Officer of Healthtrust, Inc. - The Hospital Company (hereinafter referred to as the "Company"), Michael A. Koban, Jr., Senior Vice-President of the Company, and Philip D. Wheeler, Senior Vice-President, Secretary and General Counsel of the Company, and each of them, jointly and severally, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute and file, or cause to be filed, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") the Company's S-3 Registration Statement in connection with the offering of Common Stock, and all amendments thereto, and all matters required by the Commission in connection with such report under The Securities Exchange Act of 1933, as amended, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Richard W. Hanselman 2/6/94 - ------------------------------------------- -------------------------- Richard W. Hanselman Date Director
7 POWER OF ATTORNEY S-3 REGISTRATION STATEMENT FOR HEALTHTRUST, INC. - THE HOSPITAL COMPANY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints R. Clayton McWhorter, Chairman and Chief Executive Officer of Healthtrust, Inc. - The Hospital Company (hereinafter referred to as the "Company"), Michael A. Koban, Jr., Senior Vice-President of the Company, and Philip D. Wheeler, Senior Vice-President, Secretary and General Counsel of the Company, and each of them, jointly and severally, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute and file, or cause to be filed, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") the Company's S-3 Registration Statement in connection with the offering of Common Stock, and all amendments thereto, and all matters required by the Commission in connection with such report under The Securities Exchange Act of 1933, as amended, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Harry N. Beaty, M.D. 2/10/94 - ------------------------------------------- -------------------------- Harry N. Beaty, M.D. Date Director
8 POWER OF ATTORNEY S-3 REGISTRATION STATEMENT FOR HEALTHTRUST, INC. - THE HOSPITAL COMPANY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints R. Clayton McWhorter, Chairman and Chief Executive Officer of Healthtrust, Inc. - The Hospital Company (hereinafter referred to as the "Company"), Michael A. Koban, Jr., Senior Vice-President of the Company, and Philip D. Wheeler, Senior Vice-President, Secretary and General Counsel of the Company, and each of them, jointly and severally, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute and file, or cause to be filed, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") the Company's S-3 Registration Statement in connection with the offering of Common Stock, and all amendments thereto, and all matters required by the Commission in connection with such report under The Securities Exchange Act of 1933, as amended, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Robert F. Dee 2/8/94 - --------------------------------------------------- ------------------------- Robert F. Dee Date Director
9 POWER OF ATTORNEY S-3 REGISTRATION STATEMENT FOR HEALTHTRUST, INC. - THE HOSPITAL COMPANY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Michael A. Koban, Jr., Senior Vice-President of Healthtrust, Inc. - The Hospital Company (hereinafter referred to as the "Company") and Philip D. Wheeler, Senior Vice-President, Secretary and General Counsel of the Company, and each of them, jointly and severally, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute and file, or cause to be filed, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") the Company's S-3 Registration Statement in connection with the offering of Common Stock, and all amendments thereto, and all matters required by the Commission in connection with such report under The Securities Exchange Act of 1933, as amended, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ R. Clayton McWhorter 2/10/94 - ------------------------------------------- -------------------------- R. Clayton McWhorter Date Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer)
10 POWER OF ATTORNEY S-3 REGISTRATION STATEMENT FOR HEALTHTRUST, INC. - THE HOSPITAL COMPANY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints R. Clayton McWhorter, Chairman and Chief Executive Officer of Healthtrust, Inc. - The Hospital Company (hereinafter referred to as the "Company"), Michael A. Koban, Jr., Senior Vice-President of the Company, and Philip D. Wheeler, Senior Vice-President, Secretary and General Counsel of the Company, and each of them, jointly and severally, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute and file, or cause to be filed, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") the Company's S-3 Registration Statement in connection with the offering of Common Stock, and all amendments thereto, and all matters required by the Commission in connection with such report under The Securities Exchange Act of 1933, as amended, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Kenneth C. Donahey 2/17/94 - ------------------------------------------- -------------------------- Kenneth C. Donahey Date Senior Vice-President (Principal Accounting Officer)
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