Item 1. BUSINESS
GENERAL
HPSC, Inc. (the "Company" or "HPSC") is a financial services company dedicated to providing financing for healthcare professionals. HPSC formerly provided financing exclusively to the dental profession, but in mid-1993 it began to expand into other healthcare markets and through its wholly-owned subsidiary, American Commercial Finance Corporation ("ACFC"), into asset based lending which focuses primarily on accounts receivable and inventory financing.
The Company's new business volume in 1994 increased substantially compared to 1993 - $32,609,000 versus $16,402,000. In 1993, Healthco International, Inc. (Healthco), the dental equipment supplier which previously supplied the Company with substantially all of its business, filed for bankruptcy. The bankruptcy of Healthco initially posed several significant challenges to the Company. Management has worked to replace its lost business while at the same time pursuing its plan to diversify into other markets. Within the dental industry the Company continues its efforts to expand its business by capitalizing on its reputation for providing a high level of customer service and innovative and competitive financing programs. Today the Company provides financing for over 100 different dental distributors and healthcare providers. While certain of these vendors provide a substantial amount of business for the Company, the Company is no longer dependent on any single source for its business. The Company is now also providing financing to the ophthalmic, podiatry, veterinary and chiropractic professions.
The Company finances dental, medical and other healthcare equipment as well as leasehold improvements, office furniture, supplies and certain other costs involved in opening, maintaining or acquiring a healthcare facility or practice. The Company finances transactions only after a customer's credit has been approved and a financing agreement has been executed. The Company does not maintain any inventory. Typically, the manufacturer or distributor delivers the equipment directly to the customer, and the Company purchases the equipment from the supplier, at its customary selling price to the customer, upon installation and customer acceptance.
Substantially all of the Company's agreements with its customers are non-cancelable and provide for a full payout at a fixed financing rate with a fixed payment schedule. The majority of the agreements have a term of between three and seven years. All leases are classified as direct financing leases.
The Company's principal sources of funding include fixed rate borrowings of varying maturities and a revolving line of credit at variable rates (see Note B of Notes to Consolidated Financial Statements and "Management's Discussion and Analysis of Financial Condition - Liquidity and Capital Resources" in the 1994 Annual Report). The Company's income depends, to a significant extent, upon its ability to maintain a satisfactory spread between its cost of borrowings and the rates that it charges its customers. In a rising interest rate environment, the Company's use of variable rate financing could adversely affect its ability to maintain these margins. Competitive pressures and other market conditions could hinder the Company's ability to raise the rates charged to is customers as quickly as its variable rate financing costs were rising.
As of November 1, 1994, the Company entered into a Purchase and Sale Agreement with certain secured creditors of Healthco ("Secured Creditors") pursuant to which the Company and certain individual investors agreed to acquire the 1,949,182 shares of the Company's stock owned by Healthco which it had pledged to the Secured Creditors and to resolve all claims between the Company and the Secured Creditors relating to the Healthco bankruptcy. The total consideration to be paid under the Purchase and Sale Agreement was $9 million, $4.5 million to be paid at closing and $4.5 million to be in the form of a 6 month promissory note, collateralized by the shares of HPSC Common Stock purchased by the Company. On December 30, 1994, the Company and the Secured Creditors closed the transaction provided for in the Purchase and Sale Agreement. The Company acquired 1,225,182 shares of its stock, subject to the pledge of those shares to the Secured Creditors. Individual investors acquired the remaining 724,000 shares. Mutual releases of claims were exchanged at the closing, provided that the release of the Secured Creditor claims against HPSC, if any, is contingent upon the Company's repayment in full of the note.
Item 1. BUSINESS (continued)
SEGMENT
The Company is principally engaged in providing financing to healthcare professionals.
MARKETING AND SOURCES OF SUPPLY
The Company obtains its customers principally from equipment vendor referral programs and directly from end-users to whom the Company has mailed literature, who have learned of the Company's services through advertising or who are current customers. The vendor referral programs permit the Company to utilize vendors' sales personnel operating from retail distribution centers throughout the United States to generate business for the Company. The Company also sends representatives to major trade conventions.
The Company advertises its services through industry publications, its own marketing brochures which it distributes and also through direct mail advertising. Existing customers and referrals from existing customers of the Company are also important sources of business.
LEASES AND NOTES RECEIVABLE
At December 31, 1994 the Company's lease, note receivable and asset based lending portfolio of $103,531,000 consisted of approximately 8,000 accounts and 6,000 customers with an average remaining term of 26 months. Lease and note terms ranged from 12-60 months, with the majority having a 36- or 60-month term. No single customer accounted for more than 1.0% of the Company's total receivables at December 31, 1994.
FINANCING TERMS AND CONDITIONS
The Company generally finances equipment to customers through standard non-cancelable full payout leases or conditional sales agreements or notes. Following execution of an agreement, the equipment is delivered from either a distributor or a manufacturer directly to the customer. Following installation and customer acceptance of the equipment, the Company purchases the equipment from the supplier. The Company is the owner of the leased equipment and holds a security interest in equipment financed with conditional sales agreements or notes.
The Company makes no warranties to customers as to any matter, including the condition, performance or suitability of the equipment. In substantially all cases, customers are obligated to remit to the Company all amounts due regardless of the performance of the equipment, to maintain and service the equipment and to insure the equipment against casualty loss.
The Company establishes residual values when the equipment is purchased and leased. Substantially all the Company's direct financing leases include a lease purchase option. Historically, because substantially all lessees have exercised this option at the recorded value, the Company generally does not incur gains/losses from the sale or releasing of equipment. The Company recognized no excess of recorded residuals in 1994.
Item 1. BUSINESS (continued)
CREDIT REVIEW AND LOSS EXPERIENCE
The Company conducts a credit review of each prospective customer, using both commercial credit bureaus and its own internal credit procedures. The Company's seven-person collection department is responsible for monitoring slow paying accounts and collection activities when the Company determines such action to be appropriate. Slow paying accounts are subject to service charges.
An analysis of changes in the allowance for uncollectible accounts and other pertinent information follows (in thousands):
FUNDING
At December 31, 1994 the Company had financing from a fixed rate securitization and a variable rate revolving line of credit. See Note B of the "Notes to Consolidated Financial Statements" and "Management's Discussion and Analysis of Financial Condition - Liquidity and Capital Resources" in the 1994 Annual Report.
PATENTS, TRADEMARKS, LICENSES, FRANCHISES AND CONCESSIONS
The Company does not have any material patents, trademarks, licenses, franchises or concessions.
SEASONALITY
The Company's business is not seasonal; however, healthcare professionals generally tend to purchase more equipment in the fourth quarter, which may result in more business for the Company in that quarter.
WORKING CAPITAL
The Company does not carry inventory or provide rights of return to its customers. Its working capital requirements relate directly to its volume of financing transactions (see "Business - Funding" and "Management's Discussion and Analysis of Financial Condition - Liquidity and Capital Resources" in the 1994 Annual Report).
Item 1. BUSINESS (continued)
MATERIAL CUSTOMERS
No customer or group of related customers accounted for 1.0% or more of fiscal 1994 revenues.
RAW MATERIALS
The Company's business does not depend on raw materials.
BACKLOG
At December 31, 1994, the Company had a backlog of approximately $25,000,000, consisting of customer applications which have been approved but have not yet resulted in a completed transaction, compared to $6,400,000 at the end of 1993. Not all approved applications will result in financing transactions for the Company.
GOVERNMENT CONTRACTS OR SUB-CONTRACTS
The Company does not have a material amount of government contracts or sub-contracts.
COMPETITION
The equipment financing business is highly competitive. Participants in the industry compete through vendor/customer service, product innovation, and price. Pricing is affected by each participant's ability to control origination and funding costs, portfolio risk management and operating overhead costs. The Company's ability to compete effectively in this market depends upon: (i) its ability to procure financing on attractive terms; (ii) its knowledge of and experience in its markets; (iii) its flexibility and adaptability in dealing with the special needs of its client; (iv) its relationships with equipment vendors; (v) its ability to continue to expand its business into areas other than the dental profession and (vi) its ability to manage its portfolio effectively.
The Company competes with finance divisions, affiliates and subsidiaries of equipment manufacturers, other leasing and finance companies, certain banks engaged in leasing and lease brokers. Many of these organizations are much larger than the Company, have greater financial or other resources than the Company and have access to funds at more favorable rates and terms than those available to the Company.
RESEARCH AND DEVELOPMENT
The Company does not have research and development activities.
ENVIRONMENTAL PROTECTION
The Company's compliance with laws and regulations relating to the protection of the environment will not have a material effect on its capital expenditures, earnings or competitive position.
EMPLOYEES
At December 31, 1994, the Company and its subsidiaries had 44 full-time employees, including 27 in general and administration and 17 in sales and marketing.
Item 1. BUSINESS (continued)
FOREIGN OPERATIONS
The Company, through its Canadian subsidiary, Credident, Inc., engaged in the financing of dental equipment in Canada. In 1994 the Company sold substantially all of Credident's assets to Newcourt. Credident, Inc. was in substantially the same business as the Company, (see Note A of Notes to Consolidated Financial Statements). The Company has ceased to underwrite any new business in Canada. See "Management's Discussion and Analysis of Financial Condition - Results of Operations Fiscal 1994 Compared to 1993" in the 1994 Annual Report.
EXPORT SALES
The Company does not have any export sales.
Item 2.
Item 2. PROPERTIES
The Company leases approximately 8,320 square feet of office space at 60 State Street, Boston, Massachusetts from Trustees of 60 State Street Trust; approximately 2,431 square feet at 433 South Main Street, West Hartford, Connecticut are leased by its wholly-owned subsidiary, American Commercial Finance Corporation, and 1,520 square feet at 15455 Conway Road, Chesterfield, Missouri by its Midwest Division. The Company also rents space as required for its sales locations on a short-term basis. (See Note C of the "Notes to Consolidated Financial Statements" in the 1994 Annual Report.)
Item 3.
Item 3. LEGAL PROCEEDINGS
The Company was not subject to any material legal proceedings at December 31, 1994.
Item 4.
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, 1994.
PART II
Item 5.
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 sales 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 17 of the 1994 Annual Report.
Item 6.
Item 6. SELECTED FINANCIAL DATA
Selected financial data for the five years ended December 31, 1994 is incorporated by reference from page 16 of the 1994 Annual Report.
Item 7.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition of the Company is incorporated by reference from pages 17 through 19 of the 1994 Annual Report.
The information required by this item together with the Report of Independent Accountants is incorporated by reference from pages 4 through 14 and page 16 of the 1994 Annual Report. (See also the "Financial Statement Schedule" filed under Item 14 of this Form 10-K.)
Item 9.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Item 10.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Certain information concerning the directors and executive officers of the Company is incorporated by reference from the sections entitled "Nominees for Directorship" and "Executive Officers" in the Proxy Statement of the Company to be filed on or about March 28, 1995 (the "1995 Proxy Statement").
Item 11.
Item 11. EXECUTIVE COMPENSATION
Information regarding executive compensation is incorporated by reference from the sections entitled "Executive Compensation - Summary Compensation Table", "Executive Compensation - Option Grant Table", "Executive Compensation - Aggregated Option Exercises and Year-End Option Value Table" and "Executive Compensation - Employment Agreements" in the 1995 Proxy Statement.
Item 12.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The stock ownership of each person known to HPSC to be the beneficial owner of more than 5% of its common stock and the stock ownership of directors and executive officers and of all directors and executive officers as a group are incorporated by reference from the section entitled "Voting Securities" in the 1995 Proxy Statement. See "Business-General" for information with respect to HPSC stock formerly held by Healthco.
Item 13.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related transactions is incorporated by reference from the sections entitled "Executive Compensation - Stock Loan Program" and "Certain Relationships and Related Transactions" in the 1995 Proxy Statement.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
Page Number In (a) 1. FINANCIAL STATEMENTS ANNUAL REPORT
Incorporated by reference from the Company's Annual Report to Stockholders for the fiscal year ended December 31, 1994:
Report of Independent Accountants
Consolidated Balance Sheets at December 31, 1994 and December 25, 1993 4
Consolidated Statements of Income for each of the three years in the period ended December 31, 1994 5
Consolidated Statements of Changes in Stock- holders' Equity for each of the three years in the period ended December 31, 1994 6
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 1994 7
Notes to Consolidated Financial Statements 8-13
Page Number in (a) 2. FINANCIAL STATEMENT SCHEDULES FORM 10-K
Included in Part IV of this report: Schedule VIII - Valuation and Qualifying Accounts for each of the three years in the period ended December 31, 1994 21
(a) 3. Exhibits Location of Documents Pertaining to Executive Compensation Plans and Arrangements
Item in Name of Document this Report Cross Reference ---------------- ----------- ---------------
1. HPSC, Inc. Stock Option 10.2 Incorporated by Plan dated March 5, 1986 reference to Exhibit 10.6 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 30,
2. Amended and Restated 10.3 Incorporated by Employee Purchase Plan reference to Exhibit effective January 5, 1987 4.3 to HPSC's restated May 18, 1993 Quarterly Report on Form 10-Q for the quarter ended September 25, 1993
3. Employment Agreement 10.4 Incorporated by between the Company and reference to Exhibit John W. Everets, dated 10.1 to HPSC's July 19, 1993 Quarterly Report on Form 10-Q for the quarter ended September 25, 1993
4. Employment Agreement 10.5 Incorporated by between the Company and reference to Exhibit Raymond R. Doherty dated 10.2 to HPSC's as of August 2, 1993 Quarterly Report on Form 10-Q for the quarter ended September 25, 1993
5. HPSC, Inc. Employee Stock 10.9 Incorporated by Ownership Plan Agreement reference to HPSC's dated December 22, 1993 Annual Report on Form between HPSC, Inc. and John 10-K for the fiscal Everets and Raymond year ended Doherty, as trustees December 25, 1993
6. HPSC, Inc. 401 (k) Plan 10.15 Incorporated by dated February, 1993 reference to HPSC's between HPSC, Inc. and Annual Report on Form Metropolitan Life Insurance 10-K for the fiscal Company year ended December 25, 1993
7. First Amendment effective 10.10 Incorporated by January 1, 1993 to HPSC, reference to Exhibit Inc. Employee Stock 10.2 to HPSC's Ownership Plan Quarterly Report on Form 10-Q
8. Second Amendment effective 10.11 Filed herewith. January 1, 1994 to HPSC, Inc., Employee Stock Ownership Plan
9. Third Amendment effective 10.12 Filed herewith January 1, 1993 to HPSC, Inc. Employee Stock Ownership Plan
10. HPSC, Inc. Supplemental 10.13 Incorporated by Employee Stock Ownership reference to Exhibit Plan and Trust dated 10.3 to HPSC's July 25, 1994 Quarterly Report on Form 10-Q for the quarter ended June 25,
(a) 3. Exhibits Location of Documents Pertaining to Executive Compensation Plans and Arrangements (cont'd)
Item in Name of Document this Report Cross Reference ---------------- ----------- ---------------
11. HPSC, Inc. 1994 Stock Plan 10.14 Incorporated by dated as of March 23, 1994 reference to Exhibit and related forms of 10.4 to HPSC's Nonqualified Option Grant Quarterly Report on and Option Exercise Form Form 10-Q for the quarter ended June 25,
12. Employment Agreement 10.8 Incorporated by between HPSC, Inc. and Rene reference to Exhibit Lefebvre dated April 6, 10.5 to HPSC's 1994 Quarterly Report on Form 10-Q for the quarter ended June 25,
13. Amendment dated as of May 10.6 Incorporated by 25, 1994 to Employment reference to Exhibit Agreement between HPSC, 10.6 to HPSC's Inc. and John W. Everets Quarterly Report on Form 10-Q for the quarter ended June 25,
14. Amendment dated as of May 10.7 Incorporated by 25, 1994 to Employment reference to Exhibit Agreement between HPSC, 10.7 to HPSC's Inc. and Raymond R. Doherty Quarterly Report on Form 10-Q for the quarter ended June 25,
EXHIBITS
Exhibit Title Method of Filing ------- ----- ---------------- No. --
3.1 Form of Restated Certificate Incorporated by reference of Incorporation of HPSC, Inc. to Exhibit 3.1 to HPSC's Registration Statement on Form S-1 filed April 27, 1983 (File No. 2-83334)
3.2 Certificate of Designation of Incorporated by reference HPSC, Inc.'s Series A to Exhibit 3.3 to HPSC's Preferred Stock Annual Report on Form 10-K for the fiscal year ended December 25, 1993
3.3 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 June 25, 1994
4.1 Rights Agreement dated as of Incorporated by reference August 3, 1993 between the to Exhibit 4 to HPSC's Company and The First National Amendment No. 1 to its Bank of Boston, N.A., Current Report on Form 8-K including as Exhibit B thereto filed August 11, 1993. the form of Rights Certificate
10.1 Lease dated as of March 8, Filed herewith. 1994 between the Trustees of 60 State Street Trust September 10, 1970 and HPSC, Inc. relating to the principal executive offices of HPSC, Inc. at 60 State Street, Boston, Massachusetts
10.2 HPSC, Inc. Stock Option Plan, Incorporated by reference dated March 5, 1986 to Exhibit 10.6 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 30, 1989
10.3 Amended and Restated Employee Incorporated by reference Stock Purchase Plan effective to Exhibit 4.3 to HPSC's January 5, 1987 restated May Quarterly Report on Form 18, 1993 10-Q for the quarter ended September 25, 1993
EXHIBITS (CONTINUED)
Exhibit Title Method of Filing ------- ----- ---------------- No. --
10.4 Employment Agreement between Incorporated by reference the Company and to Exhibit 10.1 to HPSC's John W. Everets, dated Quarterly Report on Form July 19, 1993 10-Q for the quarter ended September 25, 1993
10.5 Employment Agreement between Incorporated by reference the Company and Raymond R. to Exhibit 10.2 to HPSC's Doherty dated Quarterly Report on Form as of August 2, 1993 10-Q for the quarter ended September 25, 1993
10.6 Amendment dated as of May 25, Incorporated by reference 1994 to Employment Agreement to Exhibit 10.6 to HPSC's between HPSC, Inc. and Quarterly Report on Form John W. Everets 10-Q for the quarter ended June 25, 1994
10.7 Amendment dated as of May 25, Incorporated by reference 1994 to Employment Agreement to Exhibit 10.7 to HPSC's between HPSC, Inc. and Raymond Quarterly Report on Form R. Doherty 10-Q for the quarter ended June 25, 1994
10.8 Employment Agreement between Incorporated by reference HPSC, Inc. and Rene Lefebvre to Exhibit 10.5 to HPSC's dated April 6, 1994 Quarterly Report on Form 10-Q for the quarter ended June 25, 1994
10.9 HPSC, Inc. Employee Stock Incorporated by reference Ownership Plan Agreement dated to HPSC's Annual Report on December 22, 1993 between Form 10-K for the fiscal HPSC, Inc. and John W. Everets year ended December 25, and Raymond R. Doherty, as 1993 trustees
10.10 First Amendment effective Incorporated by reference January 1, 1993 to HPSC, Inc. to Exhibit 10.2 to HPSC's Employee Stock Ownership Plan Quarterly Report on Form 10-Q for the quarter ended June 25, 1994
10.11 Second Amendment effective Filed herewith January 1, 1994 to HPSC, Inc. Employee Stock Ownership Plan
10.12 Third Amendment effective Filed herewith January 1, 1993 to HPSC, Inc. Employee Stock Ownership Plan
EXHIBITS (CONTINUED)
Exhibit Title Method of Filing ------- ----- ---------------- No. --
10.13 HPSC, Inc. Supplemental Incorporated by reference Employee Stock Ownership Plan to Exhibit 10.3 to HPSC's and Trust dated July 25, 1994 Quarterly Report on Form 10-Q for the quarter ended June 25, 1994
10.14 HPSC, Inc. 1994 Stock Plan Incorporated by reference dated as of March 23, 1994 and to Exhibit 10.4 to HPSC's related forms of Nonqualified Quarterly Report on Form Option Grant and Option 10-Q for the quarter ended Exercise Form June 25, 1994
10.15 HPSC, Inc. 401(k) Plan dated Incorporated by reference February, 1993 between HPSC, to HPSC's Annual Report on Inc. and Metropolitan Life Form 10-K for the fiscal Insurance Company year ended December 25,
10.16 Indenture and Service Incorporated by reference Agreement dated as of December to HPSC's Annual Report on 23, 1993 by and among HPSC Form 10-K for the fiscal Funding Corp. I, HPSC, Inc. year ended December 25, and State Street Bank and 1993 Trust company of Connecticut, N.A.
10.17 Sale and Contribution Incorporated by reference Agreement dated as of December to HPSC's Annual Report on 23, 1993 between HPSC Funding Form 10-K for the fiscal Corp I and HPSC, Inc. year ended December 25,
10.18 Note Purchase Agreement dated Incorporated by reference as of December 23, 1993 among to HPSC's Annual Report on HPSC Funding Corp. I, HPSC, Form 10-K for the fiscal Inc. and the Prudential Life year ended December 25, Insurance Company of America 1993
10.19 Insurance Agreement dated as Incorporated by reference of December 23, 1993 among to HPSC's Annual Report on Municipal Bond Investors Form 10-K for the fiscal Assurance Corporation, HPSC year ended December 25, Funding Corp. I, HPSC, Inc. 1993 and State Street Bank and Trust Company of Connecticut, N.A.
10.20 Undertaking with respect to Incorporated by reference Exhibits to certain Agreements to HPSC's Annual Report on Form 10-K for the fiscal year ended December 25,
EXHIBITS (CONTINUED)
Exhibit Title Method of Filing ------- ----- ---------------- No. --
10.21 Revolving Credit Agreement Incorporated by reference dated as of June 23, 1994 to Exhibit 10.1 to HPSC's among HPSC, Inc., The First Quarterly Report on Form National Bank of Boston, 10-Q for the quarter ended individually and as agent, and June 25, 1994 Continental Bank, N.A., individually and as Co-agent
10.22 First Amendment, dated as of Incorporated by reference September 2, 1994, to to Exhibit 10.1 to HPSC's Revolving Credit Agreement Quarterly Report on Form dated as of June 23, 1994, 10-Q for the quarter ended among HPSC, Inc., The First September 24, 1994 National Bank of Boston, individually and as Agent, and Continental Bank, N.A., individually and as Co-Agent
10.23 Amendment and Restatement, Incorporated by reference dated November 4, 1994, of to Exhibit 10.2 to HPSC's First Amendment, dated as of Quarterly Report on Form September 2, 1994, to 10-Q for the quarter ended Revolving Credit Agreement, September 24, 1994 dated as of June 23, 1993, among HPSC, Inc., The First National Bank of Boston, individually and as Agent, and Bank of America, Illinois, individually and as Co-Agent
10.24 Second Amendment, dated as of Filed herewith November 8, 1994, to Revolving Credit Agreement dated as of June 23, 1994, among HPSC, Inc., The First National Bank of Boston, individually and as Agent, and Bank of America Illinois, individually and a Co-Agent
10.25 Third Amendment, dated as of Filed herewith November 22, 1994, to Revolving Credit Agreement dated as of June 23, 1994, among HPSC, Inc., The First National Bank of Boston, individually and as Agent, and Bank of America Illinois, individually and as Co-Agent
EXHIBITS (CONTINUED)
Exhibit Title Method of Filing ------- ----- ---------------- No. --
10.26 Fourth Amendment, dated as of Filed herewith December 22, 1994, to Revolving Credit Agreement dated as of June 23, 1994, among HPSC, Inc., The First National Bank of Boston, individually and as Agent, and Bank of America Illinois, individually and as Co-Agent
10.27 Fifth Amendment, dated as of Filed herewith January 6, 1995, to Revolving Credit Agreement dated as of June 23, 1994, among HPSC, Inc., The First National Bank of Boston, individually and as Agent, and Bank of America Illinois, individually and as Co-Agent
10.28 Sixth Amendment, dated as of Filed herewith February 3, 1995, to Revolving Credit Agreement dated as of June 23, 1994, among HPSC, Inc., The First National Bank of Boston, individually and as Agent, and Bank of America Illinois, individually and as Co-Agent
10.29 Seventh Amendment, dated as of Filed herewith February 6, 1995, to Revolving Credit Agreement dated as of June 23, 1994, among HPSC, Inc., The First National Bank of Boston, individually and as Agent, and Bank of America Illinois, individually and as Agent.
10.30 Stock Purchase Agreement, Incorporated by reference dated as of November 1, 1994, to Exhibit 10.3 to HPSC's by and among HPSC, Inc. and Quarterly Report on Form each of Chemical Bank; The CIT 10-Q for the quarter ended Group/Business Credit, Inc.; September 24, 1994 Van Kampen Merritt Prime Rate Income Trust; the Nippon Credit Bank, Ltd.; Union Bank of Finland, Grand Cayman Branch; SPBC, Inc.; The Bank of Tokyo Trust Company; and Morgens, Waterfall, Vintiadis & Co. Inc., and related Schedules
EXHIBITS (CONTINUED)
Exhibit Title Method of Filing ------- ----- ---------------- No. --
10.31 Purchase and Contribution Filed herewith Agreement dated as of January 31, 1995 between HPSC, Inc. and HPSC Bravo Funding Corp.
10.32 Credit Agreement dated as of Filed herewith January 31, 1995 among HPSC Bravo Funding Corp., Triple-A One Funding Corporation, as lender, and CapMAC, as Administrative Agent and as Collateral Agent
10.33 Agreement to Furnish Copies Filed herewith of Omitted Exhibits to Certain Agreements with HPSC Bravo Funding Corp.
13 Annual Report to Stockholders Filed herewith for the fiscal year ended December 31, 1994
21 Subsidiaries of HPSC, Inc. Filed herewith
23 Report of Coopers & Lybrand, Filed herewith L.L.P.
27 HPSC, Inc. Financial Data Filed herewith Schedule
Copies of Exhibits may be obtained for a nominal charge by writing to:
Investor Relations HPSC, Inc. 60 State Street Boston, Massachusetts 02019
(b) Reports on Form 8-K
None
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.
By: John W. Everets ------------------- Dated: March 23, 1995 John W. Everets Chairman, Chief Executive Officer and Director (Principal Executive Officer)
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: Rene Lefebvre Vice President, Chief March 23, 1995 ----------------------- Financial Officer and Rene Lefebvre Treasurer (Principal Financial Officer)
By: Raymond R. Doherty President and Director March 23, 1995 ----------------------- Raymond R. Doherty
By: Dennis J. McMahon Vice President March 23, 1995 ----------------------- Administration Dennis J. McMahon (Principal Accounting Officer)
By: Louis J.P. Calisti Director March 23, 1995 ----------------------- Louis J.P. Calisti
By: Dollie A. Cole Director March 23, 1995 ----------------------- Dollie A. Cole
By: Thomas M. McDougal Director March 23, 1995 ----------------------- Thomas M. McDougal
By: Samuel P. Cooley Director March 23, 1995 ----------------------- Samuel P. Cooley
By: Joseph A. Biernat Director March 23, 1995 ----------------------- Joseph A. Biernat
By: J. Kermit Birchfield Director March 23, 1995 ----------------------- J. Kermit Birchfield
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of HPSC, Inc.:
Our report on the consolidated financial statements of HPSC, Inc. has been incorporated by reference in this Form 10-K from page 14 of the 1994 Annual Report to Stockholders of HPSC, Inc. In connection with our audits of such financial statements, we have also audited the related financial statement schedule listed in Item 14(a)2 of this Form 10-K.
In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information required to be included therein.
Coopers & Lybrand, L.L.P.
COOPERS & LYBRAND, L.L.P.
Boston, Massachusetts March 15, 1995
SCHEDULE VIII
HPSC, INC.
VALUATION AND QUALIFYING ACCOUNTS FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1994 (IN THOUSANDS)