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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For fiscal year ended DECEMBER 31, 1999
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT
OF 1934
Commission file number 0-11618
HPSC, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2560004
(State or other jurisdiction of (IRS Employer Identification No.)
Incorporation or organization)
60 STATE STREET, BOSTON, MASSACHUSETTS 02109
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 720-3600
Securities registered pursuant to section 12(b) of the Act:
NONE
Securities registered pursuant to section 12(g) of the Act:
COMMON STOCK-PAR VALUE $.01 PER SHARE
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES(X) NO( )
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any other
amendment to this Form 10-K.
YES(X) NO( )
The aggregate market value of the voting stock held by non-affiliates of the
registrant was $24,757,585 at February 28, 2000 representing 2,912,657 shares.
The number of shares of common stock, par value $.01 per share, outstanding as
of February 28, 2000 was 4,173,230.
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Annual Meeting of Stockholders to be
held April 20, 2000 (the "2000 Proxy Statement") are incorporated by reference
into Part III of this annual report on Form 10-K.
The 2000 Proxy Statement, except for the parts therein which have been
specifically incorporated by reference, shall not be deemed "filed" as part of
this annual report on Form 10-K.
Portions of the Company's 1999 Annual Report to Shareholders (the "1999 Annual
Report") are incorporated by reference into Parts I and II of this annual report
on Form 10-K.
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PART I
ITEM 1. BUSINESS
GENERAL
HPSC, Inc. ("HPSC" or the "Company") is a specialty finance company engaged
primarily in financing licensed healthcare providers throughout the United
States. The largest part of the Company's revenues comes from its financing of
healthcare equipment and financing of the purchase of healthcare practices. The
Company has over 20 years experience as a provider of financing to healthcare
professionals in the United States. Through its subsidiary, American Commercial
Finance Corporation ("ACFC"), the Company also provides asset-based lending to
commercial and industrial businesses, principally in the eastern United States.
HPSC provides financing for equipment and other practice-related expenses to the
dental, ophthalmic, general medical, chiropractic and veterinary professions. At
December 31, 1999, on a consolidated basis, approximately 91% of the Company's
portfolio was comprised of financing to licensed professionals, including both
equipment financing and other non-equipment financing, such as practice finance,
leasehold improvements, office furniture, working capital and supplies.
Approximately 9% of the portfolio was asset-based lending to commercial and
industrial businesses. HPSC principally competes in the portion of the
healthcare finance market where the size of the transaction is $250,000 or less,
sometimes referred to as the "small-ticket" market. The average size of the
Company's financing transactions in 1999 was approximately $35,000. In
connection with its equipment financing, the Company enters into noncancellable
finance agreements and/or lease contracts, which provide for a full payout at a
fixed interest rate over a term of one to seven years. The Company markets its
financing services to healthcare providers in a number of ways, including direct
marketing through trade shows, conventions and advertising, through its sales
staff with 22 offices in 13 states and through cooperative arrangements with
equipment vendors.
At December 31, 1999, HPSC's gross outstanding owned and managed leases and
notes receivable to licensed professionals, excluding asset-based lending, were
approximately $524 million, consisting of approximately 17,000 active contracts.
HPSC's financing contract originations in 1999, excluding asset-based lending,
were approximately $208 million compared to approximately $159 million in 1998,
an increase of 31%, which compared to financing contract originations of
approximately $129 million in 1997.
ACFC, the Company's wholly-owned subsidiary, provides asset-based financing,
principally in the eastern United States, to commercial and industrial companies
which generally cannot readily obtain traditional bank financing. The ACFC loan
portfolio generally provides the Company with a greater spread over its
borrowing costs than the Company can achieve in its financing business to
licensed professionals. ACFC's originations of new lines of credit in 1999 were
approximately $18 million compared to approximately $23 million in 1998, a
decrease of 22%, which compared to line of credit originations of approximately
$25 million in 1997.
The continuing increase in the Company's originations of financing contracts and
lines of credit helped contribute to a 20% increase in the Company's net
revenues for fiscal year 1999 as compared with fiscal year 1998, and a 37%
increase in the Company's net revenues for fiscal year 1998 compared with fiscal
year 1997. This percentage change in revenues differs from the percentage change
in originations because revenues consist of earned income on leases and notes,
which is a function of the amount of net investment in leases and notes and the
level of interest rates. Earned income is recognized over the life of the
financing contract while originations are recognized at the time of inception.
BUSINESS STRATEGY
The Company's strategy is to expand its business and enhance its profitability
by (i) maintaining its share of the dental equipment market and increasing its
share of the other medical equipment financing markets; (ii) diversifying the
Company's revenue stream through its asset-based lending businesses; (iii)
emphasizing service to vendors and customers; (iv) increasing its direct sales
and other marketing efforts; (v) maintaining and increasing its access to
low-cost capital and managing interest rate risks; (vi) continuing to manage
effectively its credit risks; and (vii) capitalizing on information technology
to increase productivity and enable the Company to manage a higher volume of
financing transactions.
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INDUSTRY OVERVIEW
The equipment financing industry in the United States includes a wide variety of
sources for financing the purchase or lease of equipment, ranging from specialty
financing companies, which concentrate on a particular industry or financing
vehicle, to large banking institutions, which offer a full array of financial
services.
The medical equipment finance industry includes two distinct markets which are
generally differentiated based on equipment price and type of healthcare
provider. The first market, in which the Company currently does not compete, is
financing of equipment priced at over $250,000, which is typically sold to
hospitals and other institutional purchasers. Because of the size of the
purchase, long sales cycle, and number of financing alternatives available to
these types of customers, their choice among financing alternatives tends to be
based primarily on cost of financing. The second market, in which the Company
does compete, is the financing of lower-priced or "small-ticket" equipment,
where the price of the financed equipment is $250,000 or less. Much of this
equipment is sold to individual practitioners or small group practices,
including dentists, ophthalmologists, physicians, chiropractors, veterinarians
and other healthcare providers. The Company focuses on the small-ticket market
because it is able to respond in a prompt and flexible manner to the needs of
individual customers. Management believes that purchasers in the small-ticket
healthcare equipment market often seek the value-added sales support and ease of
conducting business that the Company offers.
The length of the Company's lease agreements and notes due in installments
ranges from 12 to 84 months, with a median term of 60 months and an average
initial term of 55 months.
Although the Company has focused its business in the past on equipment financing
to licensed professionals, it continues to expand into practice finance.
Practice finance is a specialized segment of the finance industry, in which the
Company's primary competitors are banks. Practice finance is a relatively new
business opportunity for financing companies such as HPSC which has developed as
the sale of healthcare professional practices has increased. HPSC may finance up
to 100% of the cost of the practice being purchased. A practice finance
transaction typically takes the form of a loan to a healthcare provider
purchasing a practice, which is secured by the assets of the practice being
purchased and may also be secured by one or more personal guarantees and
personal assets. The average original size of a practice finance transaction was
approximately $150,000 in 1999, with a typical repayment term of 72 to 84
months.
HEALTHCARE PROVIDER FINANCING
Terms and Conditions
The Company's business consists primarily of the origination of equipment
financing contracts pursuant to which the Company finances healthcare providers'
acquisition of various types of equipment as well as leasehold improvements,
working capital and supplies. The contracts are either finance agreements
(notes) or lease agreements, and are non-cancelable. The contracts are full
payout contracts and provide for scheduled payments sufficient, in the
aggregate, to cover the Company's costs, and to provide the Company with an
appropriate profit margin. The Company provides its leasing customers with an
option to purchase the equipment at the end of the lease for generally 10% of
its original cost. Historically, the vast majority of all lessees have exercised
this option. The length of the Company's lease agreements and finance agreements
range from 12 to 84 months, with a weighted average original term of 55 months
for the year ended December 31, 1999.
All of the Company's equipment financing contracts require the customer to: (i)
maintain, service and operate the equipment in accordance with the
manufacturer's and government-mandated procedures, and (ii) make all scheduled
contract payments regardless of the performance of the equipment. Substantially
all of the Company's financing contracts provide for principal and interest
payments due monthly for the term of the contract. In the event of default by a
customer, the financing contract provides that the Company has the rights
afforded creditors under law, including the right to repossess the underlying
equipment and in the case of the legal proceeding arising from a default, to
recover damages and attorneys' fees. The Company's equipment financing contracts
provide for late fees and service charges to be applied on payments which are
overdue.
Although the customer has the full benefit of the equipment manufacturers'
warranties with respect to the equipment it finances, the Company makes no
warranties to its customers as to the equipment. In addition, the financing
contract obligates the customer to continue to make contract payments regardless
of any defects in the equipment. Under a financing agreement (note), the
customer holds title to the equipment and the Company has a lien on the
equipment to secure the loan; under a lease, the Company
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retains title to the equipment. The Company has the right to assign any
financing contract without the consent of the customer.
Since 1994, the Company has originated a total of approximately 850 practice
finance loans aggregating approximately $100 million in financings. The terms of
such loans generally range from 72 to 84 months. In 1999, practice finance
generated approximately 17% of HPSC's total amount of originations. Management
believes that its practice finance business contributes to the diversification
of the Company's revenue sources and earns HPSC substantial goodwill among
healthcare providers. All practice finance inquiries received at the Company's
sales offices, or by its salespersons in the field, are referred to the Boston
office for processing.
The Company solicits business for its practice finance services primarily by
advertising in trade magazines, attending healthcare conventions, practice
brokers, and directly approaching potential purchasers of healthcare practices.
Over half of the healthcare practices financed by the Company to date have been
dental practices. The Company has also financed the purchase of practices by
chiropractors, ophthalmologists, general medical practitioners and
veterinarians.
Customers
The primary customers for the Company's financing contracts are healthcare
providers, including dentists, ophthalmologists, other physicians, chiropractors
and veterinarians. As of December 31, 1999, no single customer (or group of
affiliated customers) accounted for more than 1% of the Company's healthcare
finance portfolio. The Company's customers are located throughout the United
States, but primarily in heavily populated states such as California, Florida,
Texas, Illinois and New York.
Realization of Residual Values on Equipment Leases
Historically, the Company has realized over 99% of the residual value of
equipment covered by leases. The overall growth in the Company's equipment lease
portfolio in recent years has resulted in increases in the aggregate amount of
recorded residual values. Substantially all of the residual values on the
Company's balance sheet as of December 31, 1999 are attributable to leases which
will expire by the end of 2006. Realization of such residual values depends on
factors not entirely within the Company's control, such as the condition of the
equipment, the cost of comparable new equipment and the technological or
economic obsolescence of the equipment. Although the Company has received over
99% of recorded residual values for leases which expired during the last three
years, there can be no assurance that this realization rate will be maintained.
Government Regulation and Healthcare Trends
The majority of the Company's present customers are healthcare providers. The
healthcare industry is subject to substantial federal, state and local
regulation. In particular, the federal and state governments have enacted laws
and regulations designed to control healthcare costs, including mandated
reductions in fees for the use of certain medical equipment and the enactment of
fixed-price reimbursement systems, where the rates of payment to healthcare
providers for particular types of care are fixed in advance of actual treatment.
Major changes have occurred in the United States healthcare delivery system,
including the formation of integrated patient care networks (often involving
joint ventures between hospitals and physician groups), as well as the grouping
of healthcare consumers into managed-care organizations sponsored by insurance
companies and other third parties. Moreover, state healthcare initiatives have
significantly affected the financing and structure of the healthcare delivery
system. These changes have not yet had a material effect on the Company's
business, but the effect of any changes on the Company's future business cannot
be predicted.
ASSET-BASED LENDING
ACFC makes asset-based loans of generally $5 million or less to commercial and
industrial companies, primarily secured by accounts receivable, inventory and
equipment. ACFC typically makes accounts receivable loans to borrowers in a
variety of industries that cannot obtain traditional bank financing. ACFC takes
a security interest in all of the borrower's assets and monitors collection of
its receivable. Advances on a revolving loan generally do not exceed 80% of the
borrower's eligible accounts receivable. ACFC also makes revolving and "term
like" inventory loans not exceeding 50% of the value of the customer's active
inventory, valued at the lower of cost or market value. In addition, ACFC
provides term financing for equipment, which is secured by the machinery and
equipment of the borrower.
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The average ACFC loan is for a term of two to three years. No single borrower
accounts for more than 11% of ACFC's aggregate portfolio, and no more than 11%
of ACFC's portfolio is concentrated in any single industry.
ACFC's loans are "fully followed," which means that ACFC receives daily
settlement statements of its borrowers' accounts receivable. ACFC participates
in the collection of its borrowers' accounts receivable and requires that
payments be made directly to an ACFC lock-box account. Availability under lines
of credit is usually calculated daily. ACFC's credit committee, which includes
members of senior management of HPSC, must approve all ACFC loans in advance.
Each of ACFC's officers has over ten years of experience providing these types
of financing.
From its inception through December 31, 1999, ACFC has provided 66 lines of
credit totaling approximately $88 million and currently has approximately $32
million of loans outstanding to 40 borrowers. The annual dollar volume of
originations of new lines of credit by ACFC was $5.0 million in 1994, $12.1
million in 1995, $17.6 million in 1996, $24.8 million in 1997, $23.1 million in
1998 and $18.2 million in 1999.
CREDIT AND ADMINISTRATIVE PROCEDURES
The Company processes all credit applications, and monitors all existing
contracts at its corporate headquarters in Boston, Massachusetts (other than
ACFC applications and contracts, all of which are processed at ACFC's
headquarters in West Hartford, Connecticut). The Company's credit procedures
require the review, verification and approval of a potential customer's credit
file, accurate and complete documentation, delivery of the equipment and
verification of installation by the customer, and correct invoicing by the
vendor. The type and amount of information and time required for a credit
decision varies according to the nature, size and complexity of each
transaction. In smaller, less complicated transactions, a decision can often be
reached within one hour; more complicated transactions may require up to three
or four days. Once the equipment is shipped and installed, the vendor invoices
the Company. The Company verifies that the customer has received and accepted
the equipment and obtains the customer's authorization to pay the vendor.
Following this telephone verification, the file is forwarded to the accounting
department for audit, booking and funding and to commence automated billing and
transaction accounting procedures.
Timely and accurate vendor payments are essential to the Company's business. In
order to maintain its relationships with existing vendors and attract new
vendors, the Company generally makes payments to vendors for financing
transactions within one day of authorization to pay from the customer.
ACFC's underwriting procedures include an evaluation of the collectibility of
the borrower's receivables that are pledged to ACFC, including an evaluation of
the validity of such receivables and the creditworthiness of the payors of such
receivables. ACFC may also require its customers to pay for credit insurance
with respect to its loans. The Loan Administration Officer of ACFC is
responsible for maintaining lending standards and for monitoring loans and
underlying collateral. Before approving a loan, ACFC examines the prospective
customer's books and records and continues to make such examinations and to
monitor its customer's operations as it deems necessary during the term of the
loan. Loan officers are required to rate the risk of each loan made by ACFC and
to update the rating upon receipt of any financial statement from the customer
or when 90 days have elapsed since the date of the last rating.
The Company's finance portfolio consists of two general categories of assets:
The first category of assets consists of the Company's lease contracts and notes
receivable due in installments, which comprise approximately 89% of the
Company's net investment in leases and notes at December 31, 1999 (87% at
December 31, 1998). Substantially all of such contracts and notes are due from
licensed medical professionals who practice in individual or small group
practices. These contracts and notes are at fixed interest rates and have terms
ranging from 12 to 84 months. The Company believes that leases and notes entered
into with medical professionals are generally "small-ticket," homogeneous
transactions with similar risk characteristics. Except for the amounts described
in the following paragraph related to asset-based lending, substantially all of
the Company's historical provision for losses, charge-offs, recoveries and
allowance for losses have related to its lease contracts and notes due in
installments.
The second category of assets consists of the Company's notes receivable, which
comprise approximately 11% of the Company's net investment in leases and notes
at December 31, 1999 (13% at December 31, 1998). These notes receivable
primarily relate to commercial asset-based, revolving lines of credit to small
and medium sized manufacturers and distributors, at variable interest rates, and
typically have terms of two to three years. The Company began commercial lending
activities in mid-1994. Through December 31, 1999, the Company has had
charge-offs of commercial notes receivable of $113,000. The provision for losses
related to the commercial notes receivable were $113,000, $147,000 and $236,000
in 1999, 1998 and 1997, respectively. The
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amount of the allowance for losses related to the commercial notes receivable
was $686,000 and $592,000 at December 31, 1999 and 1998, respectively.
ALLOWANCE FOR LOSSES AND CHARGE-OFFS
The Company maintains an allowance for losses in connection with equipment
financing contracts and other loans held in the Company's portfolio at a level
which the Company deems sufficient to meet future estimated uncollectible
receivables, based on an analysis of delinquencies, problem accounts, overall
risks and probable losses associated with such contracts, and a review of the
Company's historical loss experience. At December 31, 1999, this allowance for
losses was 2.5% of the Company's net investment in leases and notes (before
allowance). There can be no assurance that this allowance will prove to be
adequate. Failure of the Company's customers to make scheduled payments under
their financing contracts could require the Company to (i) make payments in
connection with the recourse portion of its borrowing relating to such contract,
(ii) forfeit its residual interest in any underlying equipment or (iii) forfeit
cash collateral pledged as security for the Company's asset securitizations. In
addition, although net charge-offs on the financing portfolio of the Company
were less than 1% of the Company's average net investment in leases and notes
(before allowance) for the year ended December 31, 1999, any increase in such
losses or in the rate of payment defaults under the financing contracts
originated by the Company could adversely affect the Company's ability to obtain
additional funding, including its ability to complete additional asset
securitizations.
The Company's receivables are subject to credit risk. To manage this risk, the
Company has adopted underwriting policies that are closely monitored by
management. Additionally, certain of the Company's leases and notes receivable,
which have been sold under certain sales agreements, are subject to recourse and
estimated losses are provided for by the Company. Accounts are normally charged
off when future payments are deemed unlikely.
A summary of activity in the Company's allowance for losses for each of the
years in the three-year period ended December 31, 1999 is as follows:
(in thousands) 1999 1998 1997
------- ------- -------
Balance, beginning of year $(7,350) $(5,541) $(4,562)
Provision for losses ..... (4,489) (4,201) (2,194)
Charge-offs .............. 2,853 2,498 1,304
Recoveries ............... (164) (106) (89)
------- ------- -------
Balance, end of year ..... $(9,150) $(7,350) $(5,541)
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The total contractual balances of delinquent lease contracts and notes
receivable due in installments, both owned by the Company and owned by others
and managed by the Company, over 90 days past due was $15,928,000 at December
31, 1999 compared to $9,967,000 at December 31, 1998. An account is considered
delinquent when not paid within 30 days of the billing due date.
FUNDING SOURCES
General
The Company's principal sources of funding for its financing transactions have
been: (i) a revolving loan agreement with BankBoston as managing agent providing
borrowing availability of up to $90 million (the "Revolver"), (ii) securitized
limited recourse revolving credit facilities with wholly-owned, special-purpose
subsidiaries of the Company, HPSC Bravo Funding Corp. ("Bravo") and HPSC Capital
Funding, Inc. ("Capital"), currently in the aggregate amount of $350 million,
(iii) defined recourse fixed-term loans and sales of financing contracts with
savings banks and other purchasers and (iv) the Company's internally generated
revenues. Management believes that the Company's liquidity is adequate to meet
current obligations and future projected levels of financings and to carry on
normal operations.
Information about the Revolver, the securitization facilities and other funding
sources referred to in the previous paragraph is incorporated by reference from
Notes C and D of the "Notes to Consolidated Financial Statements" at pages 11
through 13 and "Management's Discussion and Analysis of Financial Condition" at
pages 28 through 30 of the 1999 Annual Report.
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INFORMATION TECHNOLOGY
The Company has developed automated information systems and telecommunications
capabilities to support all areas within the organization. Systems support is
provided for accounting, taxes, credit, collections, operations, sales, sales
support and marketing. The Company has invested a significant amount of time and
capital in computer hardware and proprietary software. The Company's
computerized systems provide management with accurate and up-to-date customer
data which strengthens its internal controls and assists in forecasting.
The Company contracts with an outside consulting firm to provide information
technology services and has developed its own customized computer software. The
Company's Boston office is linked electronically with all of the Company's other
offices. Each salesperson's laptop computer may also be linked to the computer
systems in the Boston office, permitting a salesperson to respond to a
customer's financing request, or a vendor's informational request, almost
immediately. Management believes that its investment in technology has
positioned the Company to manage increased equipment financing volume.
The Company's centralized data processing system provides timely support for the
marketing and service efforts of its salespeople and for equipment manufacturers
and dealers. The system permits the Company to generate collection histories,
vendor analysis, customer reports and credit histories and other data useful in
servicing customers and equipment suppliers. The system is also used for
financial and tax reporting purposes, internal controls, personnel training and
management. The Company recently introduced an interactive web site offering its
customers real-time responses to credit inquiries, advanced functionality and
services, and industry specific informational content. The Company believes that
its systems give it a competitive advantage based on the speed of its contract
processing, control over credit risk and high level of service.
COMPETITION
Healthcare provider financing and asset-based lending are highly competitive
businesses. The Company competes for customers with a number of national,
regional and local finance companies, including those which, like the Company,
specialize in financing for healthcare providers. In addition, the Company's
competitors include those equipment manufacturers which finance the sale or
lease of their own products, conventional leasing companies and other types of
financial services companies such as commercial banks and savings and loan
associations. Although the Company believes that it currently has a competitive
advantage based on its customer-oriented financing and value-added services,
many of the Company's competitors and potential competitors possess
substantially greater financial, marketing and operational resources than the
Company. Moreover, the Company's future profitability will be directly related
to the Company's ability to obtain capital funding at favorable rates as
compared to the capital costs of its competitors. The Company's competitors and
potential competitors include many larger companies that have a lower cost of
funds than the Company and access to capital markets and to other funding
sources which may be unavailable to the Company. The Company's ability to
compete effectively for profitable equipment financing business will continue to
depend upon its ability to procure funding on attractive terms, to develop and
maintain good relations with new and existing equipment suppliers, and to
attract additional customers.
Historically, the Company's equipment finance business has concentrated on
leasing small-ticket dental, medical and office equipment. In the future, the
Company may finance more expensive equipment than it has in the past. As it does
so, the Company's competition can be expected to increase. In addition, the
Company may face greater competition with its expansion into the practice
finance and asset-based lending markets.
EMPLOYEES
At December 31, 1999, the Company had 117 full-time employees, 18 of whom work
for ACFC, and none of whom was represented by a labor union. Management believes
that the Company's employee relations are good.
Item 2. PROPERTIES
The Company leases approximately 13,887 square feet of office space at 60 State
Street, Boston, Massachusetts for approximately $34,000 per month. This lease
expires on June 30, 2004 with a five-year extension option. ACFC leases
approximately 4,101 square feet at 433 South Main Street, West Hartford,
Connecticut for approximately $6,047 per month. This lease expires on August 31,
2001 with a three-year extension option. The Company's total rent expense for
1999 under all operating leases was $748,000. The Company also rents space as
required for its sales locations on a shorter-term basis. The Company believes
that its facilities are adequate for its current operations and for the
foreseeable future.
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Item 3. LEGAL PROCEEDINGS
Although the Company is from time to time subject to actions or claims for
damages in the ordinary course of its business and engages in collection
proceedings with respect to delinquent accounts, the Company is aware of no such
actions, claims, or proceedings currently pending or threatened that are
expected to have a material adverse effect on the Company's business, operating
results or financial condition.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 1999.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The common stock of HPSC is traded on the NASDAQ National Market System. The
high and low prices for the common stock as reported by NASDAQ for each quarter
in the last two fiscal years, as well as the approximate number of record
holders and information with respect to dividend restrictions, are incorporated
by reference from page 24 of the 1999 Annual Report.
The Company neither issued nor sold equity securities during the period covered
by this annual report on Form 10-K other than shares covered by employee and
director compensation plans.
Item 6. SELECTED FINANCIAL DATA
Selected financial data for each of the periods in the five year period ended
December 31, 1999 is incorporated by reference from page 25 of the 1999 Annual
Report.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this item is incorporated by reference from the
section captioned "Management's Discussion and Analysis of Financial Condition"
on pages 26 through 31 of the 1999 Annual Report.
Item 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Discussion regarding Quantitative and Qualitative Disclosures About Market Risk
is included in "Management's Discussion and Analysis of Financial Condition" at
pages 30 and 31 of the 1999 Annual Report.
FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act. Discussions containing such
forward-looking statements may be found in the material set forth under
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business" sections of this Form 10-K, as well as within the
annual report generally. When used in this annual report, the words "believes,"
"anticipates," "expects," "plans," "intends," "estimates," "continue," "could,"
"may" or "will" (or the negative of such words) and similar expressions are
intended to identify forward-looking statements. Such statements are subject to
a number of risks and uncertainties. Actual results in the future could differ
materially from those described in the forward-looking statements as a result of
the risk considerations set forth below under the heading "Certain
Considerations" and the matters set forth in this annual report generally. HPSC
cautions the reader, however, that such list of considerations may not be
exhaustive. HPSC undertakes no obligation to release publicly the result of any
revisions to these forward-looking statements that may be made to reflect any
future events or circumstances.
CERTAIN CONSIDERATIONS
Dependence on Funding Sources; Restrictive Covenants. The Company's financing
activities are capital intensive. The Company's
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revenues and profitability are related directly to the volume of financing
contracts it originates. To generate new financing contracts, the Company
requires access to substantial short- and long-term credit. To date, the
Company's principal sources of funding for its financing transactions have been
(i) a revolving credit facility with BankBoston, as Agent, for borrowing up to
$90 million (the "Revolver"), (ii) $350 million in limited recourse revolving
credit facilities with Bravo and Capital, (iii) fixed-rate, full recourse term
loans from several savings banks, (iv) specific recourse sales of financing
contracts to savings banks and other purchasers, (v) the issuance of
Subordinated Debt in 1997 and (vi) the Company's internally generated revenues.
The Company's Revolver provides availability through May 2000 at which time the
Company plans to renew the facility for another year. However, there can be no
assurance that it will be able to renew or extend the Revolver or to complete
additional asset securitizations or to obtain other additional financing when
needed and on acceptable terms. The Company would be adversely affected if it
were unable to continue to secure sufficient and timely funding on acceptable
terms. The agreement governing the Revolver (the "Revolver Agreement") contains
numerous financial and operating covenants. There can be no assurance that the
Company will be able to maintain compliance with these covenants, and failure to
meet such covenants would result in a default under the Revolver Agreement.
Moreover, the Company's financing arrangements with Bravo and Capital and the
savings banks described above incorporate the covenants and default provisions
of the Revolver Agreement. Thus, any default under the Revolver Agreement will
also trigger defaults under these other financing arrangements. In addition, the
Indenture, dated March 20, 1997, between the Company and State Street Bank and
Trust Company, as Trustee, relating to the Company's Subordinated Debt, contains
certain covenants that could restrict the Company's access to funding.
Securitization Recourse; Payment Restriction and Default Risk. As part of its
overall funding strategy, the Company utilizes asset securitization transactions
with wholly-owned, bankruptcy-remote subsidiaries to seek fixed rate,
matched-term financing. The Company transfers financing contracts to these
subsidiaries which, in turn, either pledge or sell the contracts to third
parties. The third parties' recourse with regard to the pledge or sale is
limited to the contracts sold to the subsidiary. If the contract portfolio of
these subsidiaries does not perform within certain guidelines, the subsidiaries
must retain or "trap" any monthly cash distribution to which the Company might
otherwise be entitled. This restriction on cash distributions could continue
until the portfolio performance returns to acceptable levels (as defined in the
relevant agreements), which restriction could have a negative impact on the cash
flow available to the Company. There can be no assurance that the portfolio
performance would return to acceptable levels or that the payment restrictions
would be removed.
Customer Credit Risks. The Company maintains an allowance for doubtful accounts
in connection with payments due under financing contracts originated by the
Company (whether or not such contracts have been securitized, held as collateral
for loans to the Company or sold) at a level which the Company deems sufficient
to meet future estimated uncollectible receivables, based on an analysis of the
delinquencies, problem accounts, and overall risks and probable losses
associated with such contracts, together with a review of the Company's
historical credit loss experience. There can be no assurance that this allowance
will prove to be adequate. Failure of the Company's customers to make scheduled
payments under their financing contracts could require the Company to (i) make
payments in connection with its recourse loan and asset sale transactions, (ii)
lose its residual interest in any underlying equipment or (iii) forfeit
collateral pledged as security for the Company's limited recourse asset
securitizations. In addition, although the charge-offs on the portfolio of the
Company were less than 1% of the Company's average net investment in leases and
notes for 1999, any increase in such losses or in the rate of payment defaults
under the financing contracts originated by the Company could adversely affect
the Company's ability to obtain additional financing, including its ability to
complete additional asset securitizations and secured asset sales or loans.
There can be no assurance that the Company will be able to maintain or reduce
its current level of credit losses.
Competition. The Company operates in highly competitive markets. The Company
competes for customers with a number of national, regional and local finance
companies, including those which, like the Company, specialize in financing for
healthcare providers. In addition, the Company's competitors include those
equipment manufacturers which finance the sale or lease of their products
themselves, conventional leasing companies and other types of financial services
companies such as commercial banks and savings and loan associations. Many of
the Company's competitors and potential competitors possess substantially
greater financial, marketing and operational resources than the Company.
Moreover, the Company's future profitability will be directly related to its
ability to obtain capital funding at favorable funding rates as compared to the
capital costs of its competitors. The Company's competitors and potential
competitors include many larger, more established companies that have a lower
cost of funds than the Company and access to capital markets and to other
funding sources that may be unavailable to the Company. There can be no
assurance that the Company will be able to continue to compete successfully in
its targeted markets.
Equipment Market Risk. The demand for the Company's equipment financing services
depends upon various factors not within its control. These factors include
general economic conditions, including the effects of recession or inflation,
and fluctuations in supply and demand related to, among other things, (i)
technological advances in and economic obsolescence of the equipment and
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(ii) government regulation of equipment and payment for healthcare services.
Changes in the reimbursement policies of the Medicare and Medicaid programs and
other third-party payors, such as insurance companies, as well as changes in the
reimbursement policies of managed care organizations, such as health maintenance
organizations, may also affect demand for medical and dental equipment and,
accordingly, may have a material adverse effect on the Company's business,
operating results and financial condition.
Changes in Healthcare Payment Policies. The increasing cost of medical care has
brought about federal and state regulatory changes designed to limit
governmental reimbursement of certain healthcare providers. These changes
include the enactment of fixed-price reimbursement systems in which the rates of
payment to hospitals, outpatient clinics and private individual and group
practices for specific categories of care are determined in advance of
treatment. Rising healthcare costs may also cause non-governmental medical
insurers, such as Blue Cross and Blue Shield associations and the growing number
of self-insured employers, to revise their reimbursement systems and policies
governing the purchasing and leasing of medical and dental equipment.
Alternative healthcare delivery systems, such as health maintenance
organizations, preferred provider organizations and managed care programs, have
adopted similar cost containment measures. Other proposals to reform the United
States healthcare system are considered from time to time. These proposals could
lead to increased government involvement in healthcare and otherwise change the
operating environment for the Company's customers. Healthcare providers may
react to these proposals and the uncertainty surrounding such proposals by
curtailing or deferring investment in medical and dental equipment. Future
changes in the healthcare industry, including governmental regulation thereof,
and the effect of such changes on the Company's business cannot be predicted.
Changes in payment or reimbursement programs could adversely affect the ability
of the Company's customers to satisfy their payment obligations to the Company
and, accordingly, may have a material adverse effect on the Company's business,
operating results and financial condition.
Interest Rate Risk. Except for approximately $32 million of the Company's
financing contracts, which are at variable interest rates with no scheduled
payments, the Company's financing contracts require the Company's customers to
make payments at fixed interest rates for specified terms. However,
approximately $70 million of the Company's borrowings currently are subject to a
variable interest rate. Consequently, an increase in interest rates, before the
Company is able to secure fixed-rate, long-term financing for such contracts or
to generate higher-rate financing contracts to compensate for the increased
borrowing cost, could adversely affect the Company's business, operating results
and financial condition. The Company's ability to secure additional long-term
financing at favorable rates and to generate higher-rate financing contracts is
limited by many factors, including competition, market and general economic
conditions and the Company's financial condition.
Residual Value Risk. At the inception of its equipment leasing transactions, the
Company estimates what it believes will be the fair market value of the financed
equipment at the end of the initial lease term and records that value (typically
10% of the initial purchase price) on its balance sheet. The Company's results
of operations depend, to some degree, upon its ability to realize these residual
values (as of December 31, 1999, the estimated residual value of equipment at
the end of the lease term was approximately $18 million, representing
approximately 5% of the Company's total assets). Realization of residual values
depends on many factors, several of which are not within the Company's control,
including, but not limited to, general market conditions at the time of the
lease expiration; any unusual wear and tear on the equipment; the cost of
comparable new equipment; the extent, if any, to which the equipment has become
technologically or economically obsolete during the contract term; and the
effects of any new government regulations. If, upon the expiration of a lease
contract, the Company sells or refinances the underlying equipment and the
amount realized is less than the original recorded residual value for such
equipment, a loss reflecting the difference will be recorded on the Company's
books. Failure to realize aggregate recorded residual values could thus have an
adverse effect on the Company's business, operating results and financial
condition.
Sales of Receivables. As part of the Company's portfolio management strategy and
as a source of funding of its operations, the Company has sold selected pools of
its lease contracts and notes receivable due in installments to a variety of
savings banks and as part of both the Bravo and Capital securitization
facilities. Each of these transactions is subject to certain covenants that
require the Company to (i) repurchase financing contracts from the bank and/or
make payments under certain circumstances, including the delinquency of the
underlying debtor, and (ii) service the underlying financing contracts. The
Company carries a reserve for each transaction in its allowance for losses and
recognizes a gain that is included for accounting purposes in net revenues for
the year in which the transaction is completed. Each of these transactions
incorporates the covenants under the Revolver as such covenants were in effect
at the time the asset sale or loan agreement was consummated. Any default under
the Revolver may trigger a default under the savings bank agreements. The
Company may enter into additional asset sale agreements in the future in order
to manage its liquidity. The level of reserves established by the Company in
relation to these sales may not prove to be adequate.
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Failure of the Company to honor its repurchase and/or payment commitments under
these agreements is an event of default under the loan or asset sale agreements
and under the Revolver. There can be no assurance that the Company will be able
to continue to sell its lease contracts and notes receivable or that the sales
in the future will generate gain recognition that is comparable to that
recognized in the past.
Dependence on Sales Representatives. The Company is, and its growth and future
revenues are, dependent in a large part upon (i.) the ability of the Company's
sales representatives to establish new relationships, and maintain existing
relationships, with equipment vendors, distributors and manufacturers and with
healthcare providers and other customers and (ii.) the extent to which such
relationships lead equipment vendors, distributors and manufacturers to promote
the Company's financing services to potential purchasers of their equipment. As
of December 31, 1999, the Company had 23 field sales representatives and 12
in-house sales personnel. Although the Company is not materially dependent upon
any one sales representative, the loss of a group of sales representatives
could, until appropriate replacements were obtained, have a material adverse
effect on the Company's business, operating results and financial condition.
Dependence on Current Management. The operations and future success of the
Company are dependent upon the continued efforts of the Company's executive
officers, two of whom are also directors of the Company. The loss of the
services of any of these key executives could have a material adverse effect on
the Company's business, operating results and financial condition.
Fluctuations in Quarterly Operating Results. Historically, the Company has
generally experienced fluctuating quarterly revenues and earnings caused by
varying portfolio performance and operating and interest costs. Given the
possibility of such fluctuations, the Company believes that quarterly
comparisons of the results of its operations during any fiscal year are not
necessarily meaningful and that results for any one fiscal quarter should not be
relied upon as an indication of future performance.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item together with the Independent Auditors'
Report is incorporated by reference from pages 4 through 23 of the 1999 Annual
Report. (See also the "Financial Statement Schedule" filed under Item 14 of this
Form 10-K.)
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is incorporated by reference from the
sections captioned "PROPOSAL ONE -- ELECTION OF DIRECTORS -- Nominees for Class
II Directors," " - Members of the Board of Directors Continuing in Office" and
"- Other Executive Officers" and "VOTING SECURITIES - Section 16(a) Beneficial
Ownership Reporting Compliance" in the 2000 Proxy Statement filed on March 20,
2000.
Item 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference from the
sections captioned "EXECUTIVE COMPENSATION - Summary Compensation Table,"
" - Stock Loan Program," " - Supplemental Executive Retirement Plan," " - Option
Grants in Last Fiscal Year," " - Aggregated Option Exercises and Year-End Option
Values," " - Employment Agreements, Termination of Employment and Change in
Control Arrangements" and " - Compensation of Directors" in the 2000 Proxy
Statement filed on March 20, 2000.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated by reference from the
section captioned "VOTING SECURITIES -- Share Ownership of Certain Beneficial
Owners and Management" in the 2000 Proxy Statement filed on March 20, 2000.
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Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated by reference from the
section captioned "VOTING SECURITIES - Certain Transactions" in the 2000 Proxy
Statement filed on March 20, 2000.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
PAGE NUMBER IN
(a) 1. FINANCIAL STATEMENTS 1999 ANNUAL REPORT
-------------------- ------------------
Incorporated by reference from the Company's Annual Report to Stockholders for
the fiscal year ended December 31, 1999
Consolidated Balance Sheets at December 31, 1999 and December 31, 1998 4
Consolidated Statements of Operations for each of the three years in the period ended
December 31, 1999 5
Consolidated Statements of Changes in Stockholders' Equity for each of the three years in
the period ended December 31, 1999 6
Consolidated Statements of Cash Flows for each of the three years in the period ended
December 31, 1999 7
Independent Auditors' Report 23
(a)2. FINANCIAL STATEMENT SCHEDULES
Financial Statement Schedules have been omitted because of the absence of
conditions under which they are required or because the required information is
given in the consolidated financial statements or notes thereto.
(a)3. EXHIBITS
EXHIBITS
NO. TITLE METHOD OF FILING
3.1 Restated Certificate of Incorporation of HPSC, Inc. Incorporated by reference to Exhibit 3.1 to HPSC's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
3.2 Certificate of Amendment to Restated Certificate of Incorporated by reference to Exhibit 3.2 to HPSC's
Incorporation of HPSC, Inc. filed in Delaware on Annual Report on Form 10-K for the fiscal year
September 14, 1987 ended December 31, 1995.
3.3 Certificate of Amendment to Restated Certificate of Incorporated by reference to Exhibit 3.3 to HPSC's
Incorporation of HPSC, Inc. filed in Delaware on Annual Report on Form 10-K for the fiscal year
May 22, 1995 ended December 31, 1995.
3.4 Amended and Restated By-Laws Incorporated by reference to Exhibit 3.1 to HPSC's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999.
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4.1 Amended and Restated Rights Agreement dated as of Incorporated by reference to Exhibit 4.1 to HPSC's
September 16, 1999 between the Company and The First Current Report on Form 8-K filed November 5, 1999.
National Bank of Boston, N.A.
10.1 Lease dated as of March 8, 1994 between the Trustees Incorporated by reference to Exhibit 10.1 to HPSC's
of 60 State Street Trust and HPSC, Inc., dated Annual Report on Form 10-K for the fiscal year
September 10, 1970 and relating to the principal ended December 31, 1994
executive offices of HPSC, Inc. at 60 State Street,
Boston, Massachusetts
10.2 Second Amendment, dated May 1998, to Lease dated as Filed herewith
of March 8, 1994 between the Trustees of 60 State
Street Trust and HPSC, Inc., dated September 10,
1970 and relating to the principal executive offices
of HPSC, Inc. at 60 State Street, Boston,
Massachusetts
*10.3 HPSC, Inc. Stock Option Plan, dated March 5, 1986 Incorporated by reference to Exhibit 10.6 to HPSC's
Annual Report on Form 10-K for the fiscal year
ended December 20, 1989
*10.4 Employment Agreement between the Company and John W. Filed herewith
Everets dated as of July 19, 1999
*10.5 Employment Agreement between the Company and Raymond Filed herewith
R. Doherty dated as of August 2, 1999
*10.6 Employment Agreement between HPSC, Inc. and Rene Incorporated by reference to Exhibit 10.2 to HPSC's
Lefebvre dated April 23, 1998 Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998
*10.7 HPSC, Inc. Employee Stock Ownership Plan Agreement Incorporated by reference to Exhibit 10.9 to HPSC's
dated December 22, 1993 between HPSC, Inc. and John Annual Report on Form 10-K for the fiscal year
W. Everets and Raymond R Doherty, as trustees ended December 25, 1993
*10.8 First Amendment effective January 1, 1993 to HPSC, Incorporated by reference to Exhibit 10.2 to HPSC's
Inc. Employee Stock Ownership Plan Quarterly Report on Form 10-K for the quarter ended
June 25, 1994
*10.9 Second Amendment effective January 1, 1994 to HPSC, Incorporated by reference to Exhibit 10.11 to HPSC's
Inc. Employee Stock Ownership Plan Annual Report on Form 10-K for the fiscal year
ended December 31, 1994
*10.10 Third Amendment effective January 1, 1993 to HPSC, Incorporated by reference to Exhibit 10.12 to HPSC's
Inc. Employee Stock Ownership Plan Annual Report on Form 10-K for the fiscal year
ended December 31, 1994
*10.11 HPSC, Inc. 1994 Stock Plan dated as of March 23, Incorporated by reference to Exhibit 10.4 to HPSC's
1994 and related forms of Nonqualified Option Grant Quarterly Report on Form 10-Q for the quarter
and Option Exercise Form ended June 25, 1994
*10.12 HPSC, Inc. Supplemental Executive Retirement Plan Incorporated by reference to Exhibit 10.12 to HPSC's
dated as of January 1, 1997 Annual Report on Form 10-K for the fiscal year
ended December 31, 1997
*10.13 First Amendment dated March 15, 1999 to HPSC, Inc. Incorporated by reference to Exhibit 10.12 to HPSC's
Supplemental Executive Retirement Plan dated as of Annual Report on Form 10-K for the fiscal year ended
December 31, 1998
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*10.14 Second Amendment to HPSC, Inc. Supplemental Executive Incorporated by reference to Exhibit 10.3 to HPSC's
Retirement Plan Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999
*10.15 Third Amendment to HPSC, Inc. Supplemental Executive Filed herewith
Retirement Plan
*10.16 HPSC, Inc. 401(k) Plan dated February, 1993 between Incorporated by reference to Exhibit 10.15 to HPSC's
HPSC, Inc. and Metropolitan Life Insurance Company Annual Report on Form 10-K for the fiscal year ended
December 25, 1993
10.17 Third Amended and Credit Agreement dated as of Incorporated by reference to Exhibit 10.14 to HPSC's
March 16, 1998 among HPSC, Inc., BankBoston HPSC's Annual Report on Form 10-K for the fiscal
individually and as Agent and the Banks named therein year ended December 31, 1997
10.18 First Amendment dated June 29, 1998 to Third Amended Incorporated by reference to Exhibit 10.15 to HPSC's
and Restated Credit Agreement dated as of March 16, HPSC's Annual Report on Form 10-K for the fiscal
1998 among HPSC, Inc., BankBoston, individually and year ended December 31, 1998
as Agent and the Banks named therein
10.19 Second Amendment dated March 14, 1999 to Third Incorporated by reference to Exhibit 10.16 to HPSC's
Amended and Restated Credit Agreement dated as of HPSC's Annual Report on Form 10-K for the fiscal
March 16, 1998 among HPSC, Inc., Bank Boston, year ended December 31, 1998
individually and as Agent, and the banks named
therein
10.20 Third Amendment to Third Amended and Restated Credit Incorporated by reference to Exhibit 10.4 to HPSC's
Agreement by and among American Commercial Finance Quarterly Report on Form 10-Q for the quarter ended
Corporation, HPSC, Inc., BankBoston, N.A. individually June 30, 1999
and as Agent, and each of the lenders referred to
therein
10.21 Purchase and Contribution Agreement dated as of Incorporated by reference to Exhibit 10.31 to HPSC's
January 31, 1995 between HPSC, Inc. and HPSC Bravo Annual Report on Form 10-K for the fiscal year ended
Funding Corp. December 31, 1994
10.22 Amendment No. 4 dated June 29, 1998 to Purchase and Incorporated by reference to Exhibit 10.7 to HPSC,
Contribution Agreement, dated January 31, 1995 by and Inc.'s Quarterly Report on Form 10-Q for the quarter
among HPSC, Inc. and Bravo Funding Corp. ended June 30, 1998
10.23 Credit Agreement dated as of January 31, 1995 among Incorporated by reference to Exhibit 10.32 to HPSC's
HPSC Bravo Funding Corp., Triple-A One Funding Annual Report on Form 10-K for the fiscal year ended
Corporation, as lender, and CapMAC, as Administrative December 31, 1994
Agent and as Collateral Agent
10.24 Agreement to furnish copies of Omitted Exhibits to Incorporated by reference to Exhibit 10.33 to HPSC's
Certain Agreements with HPSC Bravo Funding Corp. Annual Report on Form 10-K for the fiscal year ended
December 31, 1994
10.25 Amendment documents, effective November 5, 1996 to Incorporated by reference to Exhibit 10.26 to HPSC's
Credit Agreement dated as of January 31, 1995 among Registration Statement on Form S-1 filed January 30,
HPSC Bravo Funding Corp., Triple-A Funding 1997
Corporation, as Lender, and CapMAC, as Administrative
Agent and as Collateral Agent
10.26 Amendment No. 3 dated June 29, 1998 to Credit Incorporated by reference to Exhibit 10.6 to HPSC's
Agreement dated January 31, 1995 by and among HPSC Quarterly Report on Form 10-Q for the quarter ended
Bravo Funding Corp., Triple-A One Funding Corporation March 30, 1998
and CapMac, as Administrative Agent and Collateral
Agent
15
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10.27 Lease Receivables Purchase Agreement dated as of Incorporated by reference to Exhibit 10.1 to HPSC's
June 27, 1997 among HPSC Capital Funding, Inc., as Quarterly Report on Form 10-Q for the quarter ended
Seller, HPSC, Inc. as Service and Custodian, September 30, 1997
EagleFunding Capital Corporation as Purchaser and
BankBoston Securities, Inc. as Deal Agent
10.28 Appendix A to EagleFunding Purchase Agreement Incorporated by reference to Exhibit 10.2 to HPSC's
(Definitions List Attached) Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997
10.29 Purchase and Contribution Agreement dated as of June Incorporated by reference to Exhibit 10.3 to HPSC's
27, 1997 Between HPSC Capital Funding, Inc. as the Quarterly Report on Form 10-Q for the quarter ended
Buyer, and HPSC, Inc. as the Originator and the September 30, 1997
Servicer
10.30 Undertaking to Furnish Certain Copies of Omitted Incorporated by reference to Exhibit 10.4 to HPSC's
Exhibits to Exhibit 10.19 and 10.21 hereof Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997.
10.31 Amendment No. 2, dated April 30, 1998 to Lease Incorporated by reference to Exhibit 10.4 to HPSC's
Receivable Purchase Agreement dated June 27, 1997, Quarterly Report on Form 10-Q for the quarter ended
by and among HPSC Capital Funding, Inc. (Seller), June 30, 1998
EagleFunding CapitalCorporation (Purchaser), HPSC,
Inc. (Servicer and Custodian), and BankBoston
Securities, Inc. (Deal Agent)
10.32 Amendment No. 3, dated April 4, 1999 to Lease Filed herewith
Receivable Purchase Agreement dated June 27, 1997,
by and among HPSC Capital Funding, Inc. (Seller),
EagleFunding Capital Corporation (Purchaser), HPSC,
Inc. (Servicer and Custodian), and BankBoston
Securities, Inc. (Deal Agent)
10.33 Indenture dated as of March 20, 1997 between HPSC, Incorporated by reference to HPSC's Exhibit 10.28 to
Inc. and State Street Bank and Trust Company, as HPSC's Annual Report on Form 10K for the fiscal year
Trustee ended December 31, 1997
*10.34 Amended and Restated HPSC, Inc. 1995 Stock Incentive Incorporated by reference to Exhibit 10.27 to HPSC's
Plan Annual Report on Form 10-K for the fiscal year ended
December 31, 1995
*10.35 First Amendment to HPSC, Inc. Amended and Restated Incorporated by reference to Exhibit 10.2 to HPSC's
1995 Stock Incentive Plan Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999
*10.36 HPSC, Inc. Amended and Restated 1998 Stock Incentive Incorporated by reference to Exhibit 10.1 to HPSC's
Plan Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999
*10.37 Stock Option grant to Lowell P. Weicker Incorporated by reference to effective December 7,
1995 Exhibit 10.28 to HPSC's Annual Report on Form
10-K for the fiscal year ended December 31, 1995
*10.38 HPSC, Inc. 1998 Executive Bonus Plan Incorporated by reference to Exhibit 10.32 to HPSC's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1998
*10.39 HPSC, Inc. Outside Directors Stock Bonus Plan Incorporated by reference to Exhibit 10.1 to HPSC's
Quarterly Report on Form 10-Q for the quarter ended
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17
June 30, 1998
*10.40 Amended and Restated Stock Loan Program Incorporated by reference to Exhibit 10.26 to HPSC's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1997
13.1 1999 Annual Report to Stockholders Filed herewith
21.1 Subsidiaries of HPSC, Inc. Filed herewith
23.1 Consent of Deloitte & Touche LLP Filed herewith
27.1 HPSC, Inc. Financial Data Schedule Filed herewith
- ----------
* Management contracts or compensatory plans or arrangements required to be
filed as exhibits are identified by an asterisk.
Copies of Exhibits may be obtained for a nominal charge by writing to:
INVESTOR RELATIONS
HPSC, INC.
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(b) Reports on Form 8-K
Current report on Form 8-K filed November 5, 1999.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, HPSC, Inc. has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
HPSC, Inc.
Dated: March 29, 2000
By: /s/ John W. Everets
-----------------------
John W. Everets
Chairman, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of HPSC, Inc. and in
the capacities and on the dates indicated.
NAME TITLE DATED
By: /s/ John W. Everets Chairman, Chief Executive Officer and Director March 29, 2000
--------------------------- (Principal Executive Officer)
John W. Everets
By: /s/ Raymond R. Doherty President and Director March 29, 2000
---------------------------
Raymond R. Doherty
By: /s/ Rene Lefebvre Senior Executive Vice President, Chief Financial
--------------------------- Officer and Treasurer March 29, 2000
Rene Lefebvre (Principal Financial Officer)
By: /s/ William S. Hoft Financial Reporting Manager March 29, 2000
---------------------------
William S. Hoft
By: /s/ Dollie A. Cole Director March 29, 2000
---------------------------
Dollie A. Cole
By: /s/ Thomas M. McDougal Director March 29, 2000
---------------------------
Thomas M. McDougal
By: /s/ Samuel P. Cooley Director March 29, 2000
---------------------------
Samuel P. Cooley
By: /s/ Joseph A. Biernat Director March 29, 2000
---------------------------
Joseph A. Biernat
By: /s/ J. Kermit Birchfield Director March 29, 2000
---------------------------
J. Kermit Birchfield
By: /s/ Lowell P. Weicker, Jr. Director March 29, 2000
---------------------------
Lowell P. Weicker, Jr.
18