-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, s6u+nQ0Jv6PhwABmwUbIBjNsH33wGeGGIwPDf9Iw6mOY12OJM3QClzLTjBastVbi BnItMMmWzVxgTbwxvkDDaA== 0000019411-95-000002.txt : 19950515 0000019411-95-000002.hdr.sgml : 19950515 ACCESSION NUMBER: 0000019411-95-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950214 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHARTER MEDICAL CORP CENTRAL INDEX KEY: 0000019411 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 581076937 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06639 FILM NUMBER: 95510829 BUSINESS ADDRESS: STREET 1: 577 MULBERRY ST STREET 2: PO BOX 209 CITY: MACON STATE: GA ZIP: 31298 BUSINESS PHONE: 9127421161 10-Q 1 _______________________________________________________________________________ FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________ (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-6639 CHARTER MEDICAL CORPORATION (Exact name of Registrant as specified in its charter) Delaware 58-1076937 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3414 Peachtree Rd., NE, Suite 1400 Atlanta, Georgia 30326 (Address of principal executive offices) (Zip Code) (404) 841-9200 (Registrant's telephone number, including area code) See Table of Additional Registrants below. ___________ Not Applicable (Former name, former address and former fiscal year, if changed since last report) ___________ 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 whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes X No The number of shares of the Registrant's Common Stock outstanding as of January 31, 1995, was 28,341,246. _______________________________________________________________________________
ADDITIONAL REGISTRANTS(1) Address including zip code, State or other and telephone number Exact name of jurisdiction of I.R.S. Employer including area code, registrant as specified incorporation Identification of registrant's principal in its charter or organization Number executive offices Ambulatory Resources, Inc. Georgia 58-1456102 3414 Peachtree Rd., N.E., Suite 1400 Atlanta, GA 30326 (404) 841-9200 Atlanta MOB, Inc. Georgia 58-1558215 3414 Peachtree Rd., N.E., Suite 1400 Atlanta, GA 30326 (404) 841-9200 Beltway Community Hospital, Texas 58-1324281 3414 Peachtree Rd., N.E., Suite 1400 Inc. Atlanta, GA 30326 (404) 841-9200 C.A.C.O. Services, Inc. Ohio 58-1751511 3414 Peachtree Rd., N.E., Suite 1400 Atlanta, GA 30326 (404) 841-9200 CCM, Inc. Nevada 58-1662418 3414 Peachtree Rd., N.E., Suite 1400 Atlanta, GA 30326 (404) 841-9200 CMCI, Inc. Nevada 88-0224620 1061 East Flamingo Road Suite One Las Vegas, NV 89119 (702) 737-0282 CMFC, Inc. Nevada 88-0215629 1061 East Flamingo Road Suite One Las Vegas, NV 89119 (702) 737-0282 CMSF, Inc. Florida 58-1324269 3550 Colonial Boulevard Fort Myers, FL 33912 (813) 939-0403 CPS Associates, Inc. Virginia 58-1761039 3414 Peachtree Rd., N.E., Suite 1400 Atlanta, GA 30326 (404) 841-9200 Charter Alvarado Behavioral California 58-1394959 7050 Parkway Drive Health System, Inc. La Mesa, CA 91942-2352 (619) 465-4411 Charter Appalachian Hall North Carolina 58-2097827 60 Caledonia Road Behavioral Health System, Inc. Asheville, NC 28803 (704) 253-3681 -i-
ADDITIONAL REGISTRANTS(1) Address including zip code, State or other and telephone number Exact name of jurisdiction of I.R.S. Employer including area code, registrant as specified incorporation Identification of registrant's principal in its charter or organization Number executive offices Charter Augusta Behavioral Georgia 58-1615676 3100 Perimeter Parkway Health System, Inc. P.O. Box 14939 Augusta, GA 30909 (404) 868-6625 Charter Arbor Indy Indiana 35-1916340 3414 Peachtree Rd., N.E., Suite 1400 Behavioral Health System, Inc. Atlanta, GA 30326 (404) 841-9200 Charter Bay Harbor Behavioral Florida 58-1640244 3414 Peachtree Rd., N.E., Suite 1400 Health System, Inc. Atlanta, Georgia 30326 (404) 841-9200 Charter Beacon Behavioral Indiana 58-1524996 1720 Beacon Street Health System, Inc. Fort Wayne, IN 46805 (219) 423-3651 Charter Behavioral Health System New Jersey 58-2097832 19 Prospect Street at Fair Oaks, Inc. Summit, NJ 07901 (908) 277-9102 Charter Behavioral Health System Maryland 52-1866212 522 Thomas Run Road at Hidden Brook, Inc. Bel Air, MD 21014 (410) 879-1919 Charter Behavioral Health System California 33-0606642 3414 Peachtree Rd., N.E., Suite 1400 at Los Altos, Inc. Atlanta, GA 30326 (404) 841-9200 Charter Behavioral Health System Florida 65-0519663 1324 37th Avenue, East at Manatee Palms Therapeutic Bradenton, FL 34208 Group Homes, Inc. (813) 746-1388 Charter Behavioral Health System Maryland 52-1866221 14901 Broschart Road at Potomac Ridge, Inc. Rockville, MD 20850 (301) 251-4500 Charter Behavioral Health System Maryland 52-1866214 3680 Warwick Road, Route 1 at Warwick Manor, Inc. East New Market, MD 21631 (410) 943-8108 Charter Behavioral Health System Georgia 58-1513304 240 Mitchell Bridge Road of Athens, Inc. Athens, GA 30606 (404) 546-7277 Charter Behavioral Health System Texas 58-1440665 8402 Cross Park Drive of Austin, Inc. Austin, TX 78754 (512) 837-1800 -ii-
ADDITIONAL REGISTRANTS(1) Address including zip code, State or other and telephone number Exact name of jurisdiction of I.R.S. Employer including area code, registrant as specified incorporation Identification of registrant's principal in its charter or organization Number executive offices Charter Behavioral Health System Texas 76-0430571 709 Medical Center Boulevard of Baywood, Inc. Webster, TX 77598 (713) 332-9550 Charter Behavioral Health System Florida 58-1527678 4480 51st Street, West of Bradenton, Inc. Bradenton, FL 34210 (813) 746-1388 Charter Behavioral Health System California 95-4470774 3414 Peachtree Rd., N.E., Suite 1400 of Canoga Park, Inc. Atlanta, GA 30326 (404) 841-9200 Charter Behavioral Health System Georgia 58-1408670 3500 Riverside Drive of Central Georgia, Inc. Macon, GA 31210 (912) 474-6200 Charter Behavioral Health System South Carolina 58-1761157 2777 Speissegger Drive of Charleston, Inc. Charleston, SC 29405-8299 (803) 747-5830 Charter Behavioral Health System Virginia 58-1616917 2101 Arlington Boulevard of Charlottesville, Inc. Charlottesville, VA 22903-1593 (804) 977-1120 Charter Behavioral Health System Illinois 58-1315760 4700 North Clarendon Avenue of Chicago, Inc. Chicago, IL 60640 (312) 728-7100 Charter Behavioral Health System California 58-1473063 3414 Peachtree Rd., N.E., Suite 1400 of Chula Vista, Inc. Atlanta, GA 30326 (404) 841-9200 Charter Behavioral Health System Missouri 61-1009977 200 Portland Street of Columbia, Inc. Columbia, MO 65201 (314) 876-8000 Charter Behavioral Health System Texas 58-1513305 3126 Rodd Field Road of Corpus Christi, Inc. Corpus Christi, TX 78414 (512) 993-8893 Charter Behavioral Health System Texas 58-1513306 6800 Preston Road of Dallas, Inc. Plano, TX 75024 (214) 964-3939 Charter Behavioral Health System Indiana 35-1916338 7200 East Indiana of Evansville, Inc. Evansville, IN 47715 (812) 476-7200 -iii-
ADDITIONAL REGISTRANTS(1) Address including zip code, State or other and telephone number Exact name of jurisdiction of I.R.S. Employer including area code, registrant as specified incorporation Identification of registrant's principal in its charter or organization Number executive offices Charter Behavioral Health System Texas 58-1643151 6201 Overton Ridge Blvd. of Fort Worth, Inc. Fort Worth, TX 76132 (817) 292-6844 Charter Behavioral Health System Mississippi 58-1616919 3531 Lakeland Drive of Jackson, Inc. Jackson, MS 39208 (601) 939-9030 Charter Behavioral Health System Florida 58-1483015 3947 Salisbury Road of Jacksonville, Inc. Jacksonville, FL 32216 (904) 296-2447 Charter Behavioral Health System Indiana 35-1916342 3414 Peachtree Rd., N.E., Suite 1400 of Jefferson, Inc. Atlanta, GA 30326 (404) 841-9200 Charter Behavioral Health System Kansas 58-1603154 8000 West 127th Street of Kansas City, Inc. Overland Park, KS 66213 (913) 897-4999 Charter Behavioral Health System Louisiana 72-0686492 310 Youngsville Highway of Lafayettte, Inc. Lafayette, LA 70508 (317) 448-6999 Charter Behavioral Health System Louisiana 62-1152811 4250 Fifth Avenue, South of Lake Charles, Inc. Lake Charles, LA 70605 (318) 474-6133 Charter Behavioral Health System California 33-0606647 3414 Peachtree Rd., N.E., Suite 1400 of Lakewood, Inc. Atlanta, GA 30326 (404) 841-9200 Charter Behavioral Health System Indiana 35-1916343 3714 S. Franklin Street of Michigan City, Inc. Michigan City, IN 46360 (219) 872-0531 Charter Behavioral Health System Alabama 58-1569921 5800 Southland Drive of Mobile, Inc. Mobile, AL 36693 (205) 661-3001 Charter Behavioral Health System New Hampshire 02-0470752 29 Northwest Boulevard of Nashua, Inc. Nashua, NH 03063 (603) 886-5000 Charter Behavioral Health System Nevada 58-1321317 7000 West Spring Mountain Rd. of Nevada, Inc. Las Vegas, NV 89117 (702) 876-4357 -iv-
ADDITIONAL REGISTRANTS(1) Address including zip code, State or other and telephone number Exact name of jurisdiction of I.R.S. Employer including area code, registrant as specified incorporation Identification of registrant's principal in its charter or organization Number executive offices Charter Behavioral Health System New Mexico 58-1479480 5901 Zuni Road, SE of New Mexico, Inc. Albuquerque, NM 87108 (505) 265-8800 Charter Behavioral Health System California 58-1857277 101 Cirby Hills Drive of Northern California, Inc. Roseville, CA 95678 (916) 969-4666 Charter Behavioral Health System Arkansas 58-1449455 4253 Crossover Road of Northwest Arkansas, Inc. Fayetteville, AR 72703 (501) 521-5731 Charter Behavioral Health System Indiana 58-1603160 101 West 61st Avenue of Northwest Indiana, Inc. State Road 51 Hobart, IN 46342 (219) 947-4464 Charter Behavioral Health System Kentucky 61-1006115 435 Berger Road of Paducah, Inc. Paducah, KY 42002-7609 (502) 444-0444 Charter Behavioral Health System Illinois 36-3946945 3414 Peachtree Rd., N.E., Suite 1400 of Rockford, Inc. Atlanta, GA 30326 (404) 841-9200 Charter Behavioral Health System California 58-1747020 455 Silicon Valley Boulevard of San Jose, Inc. San Jose, CA 95138 (408) 224-2020 Charter Behavioral Health System Georgia 58-1750583 1150 Cornell Avenue of Savannah, Inc. Savannah, GA 31406 (912) 354-3911 Charter Behavioral Health System California 58-1366605 3414 Peachtree Rd., N.E., Suite 1400 of Southern California, Inc. Atlanta, GA 30326 (404) 841-9200 Charter Behavioral Health System Florida 58-1616916 4004 North Riverside Drive of Tampa Bay, Inc. Tampa, FL 33603 (813) 238-8671 Charter Behavioral Health System Arkansas 71-0752815 801 Arkansas Boulevard of Texarkana, Inc. Texarkana, AR 75502 (501) 773-3131 Charter Behavioral Health System California 95-2685883 2055 Kellogg Drive of the Inland Empire, Inc. Corona, CA 91719 (714) 735-2910 -v-
ADDITIONAL REGISTRANTS(1) Address including zip code, State or other and telephone number Exact name of jurisdiction of I.R.S. Employer including area code, registrant as specified incorporation Identification of registrant's principal in its charter or organization Number executive offices Charter Behavioral Health System Ohio 58-1731068 1725 Timberline Road of Toledo, Inc. Maumee, Ohio 43537 (419) 891-9333 Charter Behavioral Health System Arizona 86-0757462 7220 E. Rosewood Street of Tucson, Inc. Tucson, AZ 85710 (602) 296-2828 Charter Behavioral Health System Virginia 54-1703071 3414 Peachtree Rd., N.E., Suite 1400 of Virginia Atlanta, GA 30326 (404) 841-9200 Charter Behavioral Health System California 33-0606644 1100 S. Akers of Visalia, Inc. Visalia, CA 93277 (209) 627-3301 Charter Behavioral Health System Minnesota 41-1775626 109 North Shore Drive of Waverly, Inc. Waverly, MN 55390 (612) 658-4811 Charter Behavioral Health System North Carolina 56-1050502 3637 Old Vineyard Road of Winston-Salem, Inc. Winston-Salem, NC 27104 (919) 768-7710 Charter Behavioral Health System California 33-0606646 3414 Peachtree Rd., N.E., Suite 1400 of Yorba Linda, Inc. Atlanta, GA 30326 (404) 841-9200 Charter Behavioral Health Georgia 58-1900736 3414 Peachtree Rd., N.E., Suite 1400 Systems of Atlanta, Inc. Atlanta, GA 30326 (404) 841-9200 Charter Brawner Behavioral Georgia 58-0979827 3414 Peachtree Rd., N.E., Suite 1400 Health System, Inc. Atlanta, GA 30326 (404) 841-9200 Charter By-The-Sea Georgia 58-1351301 2927 Demere Road Behavioral Health System, Inc. St. Simons Island, GA 31522 (912) 638-1999 Charter Canyon Behavioral Health Utah 58-1557925 175 West 7200 South System, Inc. Midvale, UT 84047 (801) 561-8181 Charter Canyon Springs California 33-0606640 69696 Ramon Road Behavioral Health System, Inc. Cathedral City, CA 92234 (619) 321-2000 -vi-
ADDITIONAL REGISTRANTS(1) Address including zip code, State or other and telephone number Exact name of jurisdiction of I.R.S. Employer including area code, registrant as specified incorporation Identification of registrant's principal in its charter or organization Number executive offices Charter Centennial Peaks Colorado 58-1761037 2255 South 88th Street Behavioral Health System, Inc. Louisville, CO 80027 (303) 673-9990 Charter Community Hospital, California 58-1398708 21530 South Pioneer Boulevard Inc. Hawaiian Gardens, CA 90716 (310) 860-0401 Charter Community Hospital Iowa 58-1523702 3414 Peachtree Rd., N.E., Suite 1400 of Des Moines, Inc. Atlanta, GA 30326 (404) 841-9200 Charter Contract Services, Inc. Georgia 58-2100699 3414 Peachtree Rd., N.E., Suite 1400 Atlanta, GA 30326 (404) 841-9200 Charter Cove Forge Behavioral Pennsylvania 25-1730464 New Beginnings Road Health System, Inc. Williamsburg, PA 16693 (814) 832-2121 Charter Crescent Pines Behavioral Georgia 58-1249663 3414 Peachtree Rd., N.E., Suite 1400 Health System, Inc. Atlanta, GA 30326 (404) 841-9200 Charter Fairbridge Maryland 52-1866218 14907 Broschart Road Behavioral Health System, Inc. Rockville, MD 20850 (301) 251-4565 Charter Fairmount Behavioral Pennsylvania 58-1616921 561 Fairthorne Avenue Health System, Inc. Philadelphia, PA 19128 (215) 487-4000 Charter Fenwick Hall South Carolina 57-0995766 3414 Peachtree Rd., N.E., Suite 1400 Behavioral Health System, Inc. Atlanta, GA 30326 (404) 841-9200 Charter Financial Offices, Inc. Georgia 58-1527680 3414 Peachtree Rd., N.E., Suite 1400 Atlanta, GA 30326 (404) 841-9200 Charter Forest Behavioral Louisiana 58-1508454 9320 Linwood Avenue Health System, Inc. Shreveport, LA 71106 (318) 688-3930 Charter Grapevine Behavioral Texas 58-1818492 2300 William D. Tate Ave. Health System, Inc. Grapevine, TX 76051 (817) 481-1900 -vii-
ADDITIONAL REGISTRANTS(1) Address including zip code, State or other and telephone number Exact name of jurisdiction of I.R.S. Employer including area code, registrant as specified incorporation Identification of registrant's principal in its charter or organization Number executive offices Charter Greensboro Behavioral North Carolina 58-1335184 700 Walter Reed Drive Health System, Inc. Greensboro, NC 27403 (919) 852-4821 Charter Health Management Texas 58-2025056 3414 Peachtree Rd., N.E., Suite 1400 of Texas, Inc. Atlanta, GA 30326 (404) 841-9200 Charter Hospital of Ohio 58-1598899 3414 Peachtree Rd., N.E., Suite 1400 Columbus, Inc. Atlanta, GA 30326 (404) 841-9200 Charter Hospital of Denver, Colorado 58-1662413 3414 Peachtree Rd., N.E., Suite 1400 Inc. Atlanta, GA 30326 (404) 841-9200 Charter Hospital of Ft. Collins, Colorado 58-1768534 3414 Peachtree Rd., N.E., Suite 1400 Inc. Atlanta, GA 30326 (404) 841-9200 Charter Hospital of Laredo, Inc. Texas 58-1491620 3414 Peachtree Rd., N.E., Suite 1400 Atlanta, GA 30326 (404) 841-9200 Charter Hospital of Miami, Florida 61-1061599 11100 N.W. 27th Street Inc. Miami, FL 33172 (305) 591-3230 Charter Hospital of Mobile, Alabama 58-1318870 251 Cox Street Inc. Mobile, AL 36604 (205) 432-4111 Charter Hospital of Northern New Jersey 58-1852138 3414 Peachtree Rd., N.E., Suite 1400 New Jersey, Inc. Atlanta, GA 30326 (404) 841-9200 Charter Hospital of Santa New Mexico 58-1584861 3414 Peachtree Rd., N.E., Suite 1400 Teresa, Inc. Atlanta, GA 30326 (404) 841-9200 Charter Hospital of St. Louis, Missouri 58-1583760 3414 Peachtree Rd., N.E., Suite 1400 Inc. Atlanta, GA 30326 (404) 841-9200 Charter Hospital of Torrance, California 58-1402481 3414 Peachtree Rd., N.E., Suite 1400 Inc. Atlanta, GA 30326 (404) 841-9200 -viii-
ADDITIONAL REGISTRANTS(1) Address including zip code, State or other and telephone number Exact name of jurisdiction of I.R.S. Employer including area code, registrant as specified incorporation Identification of registrant's principal in its charter or organization Number executive offices Charter Indianapolis Behavioral Indiana 58-1674291 5602 Caito Drive Health System, Inc. Indianapolis, IN 46226 (317) 545-2111 Charter Lafayette Behavioral Indiana 58-1603158 3700 Rome Drive Health System, Inc. Lafayette, IN 47905 (317) 448-6999 Charter Lakehurst New Jersey 22-3286879 440 Beckerville Road Behavioral Health System, Inc. Lakehurst, NJ 08733 (908) 657-4800 Charter Lakeside Behavioral Tennessee 62-0892645 2911 Brunswick Road Health System, Inc. Memphis, TN 38134 (901) 377-4700 Charter Laurel Heights Georgia 58-1558212 3414 Peachtree Rd., N.E., Suite 1400 Behavioral Health System, Inc. Atlanta, GA 30326 (404) 841-9200 Charter Laurel Oaks Behavioral Florida 58-1483014 3414 Peachtree Rd., N.E., Suite 1400 Health System, Inc. Atlanta, GA 30326 (404) 841-9200 Charter Linden Oaks Illinois 36-3943776 852 West Street Behavioral Health System, Inc. Naperville, IL 60540 (708) 305-5500 Charter Little Rock Behavioral Arkansas 58-1747019 1601 Murphy Drive Health System, Inc. Maumelle, AR 72113 (501) 851-8700 Charter Louisville Behavioral Kentucky 58-1517503 1405 Browns Lane Health System, Inc. Louisville, KY 40207 (502) 896-0495 Charter MOB of Virginia 58-1761158 1023 Millmont Avenue Charlottesville, Inc. Charlottesville, VA 22901 (804) 977-1120 Charter Meadows Maryland 52-1866216 730 Maryland, Route 3 Behavioral Health System, Inc. Gambrills, MD 21054 (410) 923-6022 Charter Medfield Behavioral Florida 58-1705131 1950 Benoist Farms Rd. Health System, Inc. West Palm Beach, FL 33411 (404) 841-9200 -ix-
ADDITIONAL REGISTRANTS(1) Address including zip code, State or other and telephone number Exact name of jurisdiction of I.R.S. Employer including area code, registrant as specified incorporation Identification of registrant's principal in its charter or organization Number executive offices Charter Medical - California, Georgia 58-1357345 3414 Peachtree Rd., N.E., Suite 1400 Inc. Atlanta, GA 30326 (404) 841-9200 Charter Medical - Clayton Georgia 58-1579404 3414 Peachtree Rd., N.E., Suite 1400 County, Inc. Atlanta, GA 30326 (404) 841-9200 Charter Medical - Cleveland, Texas 58-1448733 3414 Peachtree Rd., N.E., Suite 1400 Inc. Atlanta, GA 30326 (404) 841-9200 Charter Medical - Dallas, Texas 58-1379846 3414 Peachtree Rd., N.E., Suite 1400 Inc. Atlanta, GA 30326 (404) 841-9200 Charter Medical - Long California 58-1366604 6060 Paramount Boulevard Beach, Inc. Long Beach, CA 90805 (310) 220-1000 Charter Medical - New York, New York 58-1761153 3414 Peachtree Rd., N.E., Suite 1400 Inc. Atlanta, GA 30326 (404) 841-9200 Charter Medical (Cayman Cayman Islands, BWI 58-1841857 Caledonian Bank & Trust Islands) Swiss Bank Building Caledonian House Georgetown-Grand Cayman Cayman Islands (809) 949-0050 Charter Medical Executive Georgia 58-1538092 3414 Peachtree Rd., N.E., Suite 1400 Corporation Atlanta, GA 30326 (404) 841-9200 Charter Medical Information Georgia 58-1530236 3414 Peachtree Rd., N.E., Suite 1400 Services, Inc. Atlanta, GA 30326 (404) 841-9200 Charter Medical International, Cayman Islands, BWI N/A Caledonian Bank & Trust Inc. Swiss Bank Building Caledonian House Georgetown-Grand Cayman Cayman Islands (809) 949-0050 Charter Medical International, Nevada 58-1605110 3414 Peachtree Rd., N.E., Suite 1400 S.A., Inc. Atlanta, GA 30326 (404) 841-9200 -x-
ADDITIONAL REGISTRANTS(1) Address including zip code, State or other and telephone number Exact name of jurisdiction of I.R.S. Employer including area code, registrant as specified incorporation Identification of registrant's principal in its charter or organization Number executive offices Charter Medical International Cayman Islands Caledonian Bank & Trust Services, Inc. Swiss Bank Building Caledonian House Georgetown-Grand Cayman Cayman Islands (809) 949-0050 Charter Medical Management Georgia 58-1195352 3414 Peachtree Rd., N.E., Suite 1400 Company Atlanta, GA 30326 (404) 841-9200 Charter Medical of East Arizona 58-1643158 2190 N. Grace Boulevard Valley, Inc. Chandler, AZ 85224-2195 (602) 899-8989 Charter Medical of England, Ltd. United Kingdom N/A 111 Kings Road Box 323 London SW3 4PB London, England 44-71-351-1272 Charter Medical of Florida, Inc. Florida 58-2100703 3414 Peachtree Rd., N.E., Suite 1400 Atlanta, GA 30326 (404) 841-9200 Charter Medical of North Arizona 58-1643154 6015 W. Peoria Avenue, P.O. Box 3469 Phoenix, Inc. Glendale, AZ 85302 (602) 878-7878 Charter Medical of Orange Florida 58-1615673 3414 Peachtree Rd., N.E., Suite 1400 County, Inc. Atlanta, GA 30326 (404) 841-9200 Charter Medical of Puerto Commonwealth of 58-1208667 Caso Building, Suite 1504 Rico, Inc. Puerto Rico 1225 Ponce De Leon Avenue Santurce, P.R. 00907 (809) 723-8666 Charter Mental Health Florida 58-2100704 3414 Peachtree Rd., N.E., Suite 1400 Options, Inc. Atlanta, GA 30326 (404) 841-9200 Charter Mid-South Behavioral Tennessee 58-1860496 3414 Peachtree Rd., N.E., Suite 1400 Health System, Inc. Atlanta, GA 30326 (404) 841-9200 -xi-
ADDITIONAL REGISTRANTS(1) Address including zip code, State or other and telephone number Exact name of jurisdiction of I.R.S. Employer including area code, registrant as specified incorporation Identification of registrant's principal in its charter or organization Number executive offices Charter Milwaukee Behavioral Wisconsin 58-1790135 11101 West Lincoln Avenue Health System, Inc. West Allis, WI 53227 (414) 327-3000 Charter Mission Viejo Behavioral California 58-1761156 23228 Madero Health System, Inc. Mission Viejo, CA 92691 (714) 830-4800 Charter North Behavioral Alaska 58-1474550 2530 DeBarr Road Health System, Inc. Anchorage, AK 99508-2996 (907) 258-7575 Charter Northbrooke Wisconsin 39-1784461 3414 Peachtree Rd., N.E., Suite 1400 Behavioral Health System, Inc. Atlanta, GA 30326 (404) 841-9200 Charter North Counseling Alaska 58-2067832 2530 DeBarr Road Center, Inc. Anchorage, AL 99508-2996 (907) 258-7575 Charter Northridge Behavioral North Carolina 58-1463919 400 Newton Road Health System, Inc. Raleigh, NC 27615 (919) 847-0008 Charter Northside Hospital, Georgia 58-1440656 3414 Peachtree Rd., N.E., Suite 1400 Inc. Atlanta, GA 30326 (404) 841-9200 Charter Oak Behavioral California 58-1334120 1161 East Covina Boulevard Health System, Inc. Covina, CA 91724 (818) 966-1632 Charter of Alabama, Inc. Alabama 63-0649546 3414 Peachtree Rd., N.E., Suite 1400 Macon, Georgia 31298 (404) 841-9200 Charter Palms Behavioral Texas 58-1416537 1421 E. Jackson Avenue Health System, Inc. P.O. Box 5239 McAllen, TX 78502 (512) 631-5421 Charter Peachford Behavioral Georgia 58-1086165 2151 Peachford Road Health System, Inc. Atlanta, GA 30338 (404) 455-3200 Charter Pines Behavioral North Carolina 58-1462214 3621 Randolph Road Health System, Inc. Charlotte, NC 28211 (704) 365-5368 -xii-
ADDITIONAL REGISTRANTS(1) Address including zip code, State or other and telephone number Exact name of jurisdiction of I.R.S. Employer including area code, registrant as specified incorporation Identification of registrant's principal in its charter or organization Number executive offices Charter Plains Behavioral Texas 58-1462211 801 N. Quaker Avenue Health System, Inc. Lubbock, TX 79408 (806) 744-5505 Charter-Provo School, Inc. Utah 58-1647690 4501 North University Ave. Provo, UT 84604 (801) 227-2000 Charter Acquisition Subsidiary, Delaware 58-1852072 3414 Peachtree Rd., N.E., Suite 1400 Inc. Atlanta, GA 30326 (404) 841-9200 Charter Real Behavioral Texas 58-1485897 8550 Huebner Road Health System, Inc. San Antonio, TX 78240 (512) 699-8585 Charter Regional Medical Texas 74-1299623 3414 Peachtree Rd., N.E., Suite 1400 Center, Inc. Atlanta, Georgia 30326 (404) 841-9200 Charter Richmond Behavioral Virginia 58-1761160 3414 Peachtree Rd., N.E., Suite 1400 Health System, Inc. Atlanta, GA 30326 (404) 841-9200 Charter Ridge Behavioral Kentucky 58-1393063 3050 Rio Dosa Drive Health System, Inc. Lexington, KY 40509 (606) 269-2325 Charter Rivers Behavioral South Carolina 58-1408623 2900 Sunset Boulevard Health System, Inc. West Columbia, SC 29169 (803) 796-9911 Charter San Diego Behavioral California 58-1669160 11878 Avenue of Industry Health System, Inc. San Diego, CA 92128 (619) 487-3200 Charter Serenity Lodge Behavioral Virginia 54-1703066 3414 Peachtree Rd., N.E., Suite 1400 Health System, Inc. Atlanta, GA 30326 (404) 841-9200 Charter Sioux Falls Behavioral South Dakota 58-1674278 2812 South Louise Avenue Health System, Inc. Sioux Falls, SD 57106 (605) 361-8111 Charter South Bend Behavioral Indiana 58-1674287 6704 N. Gumwood Drive Health System, Inc. Granger, IN 46530 (219) 272-9799 -xiii-
ADDITIONAL REGISTRANTS(1) Address including zip code, State or other and telephone number Exact name of jurisdiction of I.R.S. Employer including area code, registrant as specified incorporation Identification of registrant's principal in its charter or organization Number executive offices Charter Springs Behavioral Florida 58-1517461 3130 S.W. 27th Avenue Health System, Inc. Ocala, FL 32674 (904) 237-7293 Charter Springwood Virginia 58-2097829 Route 4, Box 50 Behavioral Health System, Inc. Leesburg, VA 22075 (703) 777-0800 Charter Suburban Hospital Texas 75-1161721 3414 Peachtree Rd., N.E., Suite 1400 of Mesquite, Inc. Atlanta, GA 30326 (404) 841-9200 Charter Terre Haute Behavioral Indiana 58-1674293 1400 Crossing Boulevard Health System, Inc. Terre Haute, IN 47802 (812) 299-4196 Charter Thousand Oaks Behavioral California 58-1731069 150 Via Merida Health System, Inc. Thousand Oaks, CA 91361 (805) 495-3292 Charter Tidewater Behavioral Virginia 54-1703069 3414 Peachtree Rd., N.E., Suite 1400 Health System, Inc. Atlanta, GA 30326 (404) 841-9200 Charter Treatment Center of Michigan 58-2025057 3414 Peachtree Rd., N.E., Suite 1400 Michigan, Inc. Atlanta, GA 30326 (404) 841-9200 Charter Westbrook Behavioral Virginia 54-0858777 1500 Westbrook Avenue Health System, Inc. Richmond, VA 23227 (804) 266-9671 Charter White Oak Maryland 52-1866223 Post Office Box 56 Behavioral Health System, Inc. 1441 Taylors Island Road Woolford, MD 21677 (410) 228-7000 Charter Wichita Behavioral Kansas 58-1634296 8901 East Orme Health System, Inc. Wichita, KS 67207 (316) 686-5000 Charter Woods Behavioral Alabama 58-1330526 700 Cottonwood Road Health System, Inc. Dothan, AL 36301 (205) 794-4357 Charter Woods Hospital, Inc. Alabama 58-2102628 3414 Peachtree Rd., N.E., Suite 1400 Atlanta, GA 30326 (404) 841-9200 -xiv-
ADDITIONAL REGISTRANTS(1) Address including zip code, State or other and telephone number Exact name of jurisdiction of I.R.S. Employer including area code, registrant as specified incorporation Identification of registrant's principal in its charter or organization Number executive offices Charterton/LaGrange, Inc. Kentucky 61-0882911 3414 Peachtree Rd., N.E., Suite 1400 Atlanta, GA 30326 (404) 841-9200 Desert Springs Hospital, Inc. Nevada 88-0117696 3414 Peachtree Rd., N.E., Suite 1400 Atlanta, Georgia 30326 (404) 841-9200 Employee Assistance Services, Georgia 58-1501282 3414 Peachtree Rd., N.E., Suite 1400 Inc. Atlanta, GA 30326 (404) 841-9200 Florida Health Facilities, Florida 58-1860493 21808 State Road 54 Inc. Lutz, FL 33549 (813) 948-2441 Gulf Coast EAP Services, Inc. Alabama 58-2101394 3414 Peachtree Rd., N.E., Suite 1400 Atlanta, GA 30326 (404) 841-9200 Gwinnett Immediate Care Georgia 58-1456097 3414 Peachtree Rd., N.E., Suite 1400 Center, Inc. Atlanta, GA 30326 (404) 841-9200 HCS, Inc. Georgia 58-1527679 3414 Peachtree Rd., N.E., Suite 1400 Atlanta, GA 30326 (404) 841-9200 Holcomb Bridge Immediate Georgia 58-1374463 3414 Peachtree Rd., N.E., Suite 1400 Care Center, Inc. Atlanta, GA 30326 (404) 841-9200 Hospital Investors, Inc. Georgia 58-1182191 3414 Peachtree Rd., N.E., Suite 1400 Atlanta, GA 30326 (404) 841-9200 Mandarin Meadows, Inc. Florida 58-1761155 3414 Peachtree Rd., N.E., Suite 1400 Atlanta, GA 30326 (404) 841-9200 Metropolitan Hospital, Inc. Georgia 58-1124268 3414 Peachtree Rd., N.E., Suite 1400 Atlanta, GA 30326 (404) 841-9200 Middle Georgia Hospital, Inc. Georgia 58-1121715 3414 Peachtree Rd., N.E., Suite 1400 Atlanta, GA 30326 (404) 841-9200 -xv-
ADDITIONAL REGISTRANTS(1) Address including zip code, State or other and telephone number Exact name of jurisdiction of I.R.S. Employer including area code, registrant as specified incorporation Identification of registrant's principal in its charter or organization Number executive offices NEPA - Massachusetts, Inc. Massachusetts 58-2116751 #6 Courthouse Lane Chelmsford, MA 01863 (508) 441-2332 NEPA - New Hampshire, Inc. New Hampshire 58-2116398 29 Northwest Boulevard Nashua, NH 03063 (603) 886-5000 Pacific-Charter Medical, Inc. California 58-1336537 3414 Peachtree Rd., N.E., Suite 1400 Atlanta, GA 30326 (404) 841-9200 Southeast Behavioral Systems, Georgia 58-2100700 3414 Peachtree Rd., N.E., Suite 1400 Inc. Atlanta, GA 30326 (404) 841-9200 Rivoli, Inc. Georgia 58-1686160 3414 Peachtree Rd., N.E., Suite 1400 Atlanta, GA 30326 (404) 841-9200 Schizophrenia Treatment and Georgia 58-1672912 209 Church Street Rehabilitation, Inc. Decatur, GA 30030 (404) 377-1986 Shallowford Community Hospital, Georgia 58-1175951 3414 Peachtree Rd., N.E., Suite 1400 Inc. Atlanta, GA 30326 (404) 841-9200 Sistemas De Terapia Georgia 58-1181077 3414 Peachtree Rd., N.E., Suite 1400 Respiratoria, S.A., Inc. Atlanta, GA 30326 (404) 841-9200 Stuart Circle Hospital Virginia 54-0855184 3414 Peachtree Rd., N.E., Suite 1400 Corporation Atlanta, GA 30326 (404) 841-9200 Western Behavioral California 58-1662416 3414 Peachtree Rd., N.E., Suite 1400 Systems, Inc. Atlanta, GA 30326 (404) 841-9200 (1) The Additional Registrants listed are wholly-owned subsidiaries of the Registrant and are guarantors of the Registrant's 11 1/4% Series A Senior Subordinated Notes due 2004. The Additional Registrants have been conditionally exempted, pursuant to Section 12(h) of the Securities Exchange Act of 1934, from filing reports under Section 13 of the Securities Exchange Act of 1934. -xvi-
FORM 10-Q CHARTER MEDICAL CORPORATION AND SUBSIDIARIES INDEX
Page No. PART I - Financial Information: Condensed Consolidated Balance Sheets - September 30, 1994 and December 31, 1994...................... 4 Condensed Consolidated Statements of Operations - For the Quarters ended December 31, 1993 and 1994...................................................... 6 Condensed Consolidated Statement of Changes in Stockholders' Equity - For the Quarter ended December 31, 1994............................................. 7 Condensed Consolidated Statements of Cash Flows - For the Quarters ended December 31, 1993 and 1994............. 8 Notes to Condensed Consolidated Financial Statements........... 9 Management's Discussion and Analysis of Financial Condition and Results of Operations........................... 17 PART II - Other Information: Item 6. - Exhibits and Reports on Form 8-K..................... 21 Signatures.......................................................... 22
CHARTER MEDICAL CORPORATION QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 PART I - FINANCIAL INFORMATION CHARTER MEDICAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands)
September 30 December 31 ASSETS 1994 1994 Current Assets Cash and cash equivalents....................... $ 129,603 $ 86,036 Accounts receivable, net........................ 170,295 188,952 Supplies........................................ 6,097 6,841 Other current assets............................ 18,632 31,691 Total Current Assets......................... 324,627 313,520 Property and Equipment Land............................................ 96,373 97,949 Buildings and improvements...................... 360,586 381,944 Equipment....................................... 92,044 98,209 549,003 578,102 Accumulated depreciation........................ (56,967) (64,959) 492,036 513,143 Construction in progress........................ 2,309 3,719 494,345 516,862 Assets Restricted for Settlement of Unpaid Claims........................................... 74,532 84,440 Other Long-Term Assets............................ 41,975 47,929 Reorganization Value in Excess of Amounts Allocable to Identifiable Assets, net............ 26,001 18,200 __________ __________ $ 961,480 $ 980,951
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands, except shares and per share data)
September 30 December 31 LIABILITIES AND STOCKHOLDERS' EQUITY 1994 1994 Current Liabilities Accounts payable.................................. $ 50,745 $ 53,262 Note payable...................................... -- 947 Accrued expenses and other current liabilities.... 161,650 147,400 Current maturities of long-term debt and capital lease obligations........................ 2,653 2,693 Total Current Liabilities.................... 215,048 204,302 Long-Term Debt and Capital Lease Obligations........ 533,476 561,014 Deferred Income Taxes............................... 12,380 17,119 Reserve for Unpaid Claims........................... 100,250 103,347 Deferred Credits and Other Long-Term Liabilities.... 44,105 28,703 Stockholders' Equity Common Stock, par value $0.25 per share Authorized - 80,000,000 shares Issued and outstanding - 26,899,471 shares at September 30, 1994 and 26,924,266 shares at December 31, 1994........................... 6,725 6,731 Other Stockholders' Equity Additional paid-in capital...................... 244,339 242,162 Accumulated deficit............................. (119,042) (118,693) Unearned compensation under ESOP................ (73,527) (61,027) Warrants outstanding............................ 180 119 Cumulative foreign currency adjustments......... (2,454) (2,826) Stockholders' Equity.......................... 56,221 66,466 Commitments and Contingencies __________ __________ $ 961,480 $ 980,951
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these balance sheets. CHARTER MEDICAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data)
For the Three Months ended December 31, 1993 1994 Net revenue.................................... $208,817 $263,841 Costs and expenses Salaries, supplies and other operating expenses.................................... 152,442 199,640 Bad debt expense............................. 16,129 21,219 Depreciation and amortization................ 6,675 8,357 Amortization of reorganization value in excess of amounts allocable to identi- fiable assets............................... 7,800 7,800 Interest, net................................ 8,367 13,864 ESOP expense................................. 12,299 12,500 Stock option expense (credit)................ 6,195 (2,361) Unusual item................................. -- (2,960) 209,907 258,059 Income (Loss) before provision for income taxes......................................... (1,090) 5,782 Provision for income taxes..................... 2,776 5,433 Net income (loss).............................. $ (3,866) $ 349 Average number of common shares outstanding................................... 25,166 26,910 Net income (loss) per common share............. $(.15) $ .01
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) (In thousands) Other Stockholders' Equity Cumulative Additional Unearned Foreign Common Stock Paid-in Accumulated Compensation Warrants Currency Shares Amount Capital Deficit Under ESOP Outstanding Adjustments Balance at September 30, 1994..... 26,899 $6,725 $244,339 $(119,042) $(73,527) $ 180 $(2,454) Additions (Deductions): Net income...................... -- -- -- 349 -- -- -- ESOP expense.................... -- -- -- -- 12,500 -- -- Stock option expense (credit)... -- -- (2,361) -- -- -- -- Exercise of warrants............ 25 6 184 -- -- (61) -- Foreign currency translation loss........................... -- -- -- -- -- -- (372) Balance at December 31, 1994...... 26,924 $6,731 $242,162 $(118,693) $ (61,027) $ 119 $(2,826) The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of this statement.
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)
For the Three Months ended December 31 1993 1994 Cash Flows From Operating Activities Net income (loss)................................. $ (3,866) $ 349 Adjustments to reconcile net income (loss) to net cash used in operating activities: Gain on sale of assets........................ -- (2,960) Depreciation and amortization................. 14,475 16,157 ESOP expense.................................. 12,299 12,500 Stock option expense (credit)................. 6,195 (2,361) Non-cash interest expense..................... 677 586 Cash flows from changes in assets and liabilities, net of effects from sales and acquisitions of businesses: Accounts receivable, net................... 1,679 (5,373) Other assets............................... 3,692 (14,748) Accounts payable and other accrued liabilities............................... (28,107) (14,062) Reserve for unpaid claims.................. 263 2,767 Income taxes payable....................... (14,392) 4,719 Other liabilities.......................... (1,887) (15,402) Other......................................... 549 (91) Total adjustments............................ (4,557) (18,268) Net cash used in operating activities.... (8,423) (17,919) Cash Flows From Investing Activities Capital expenditures.............................. (2,651) (4,304) Acquisitions of businesses........................ (1,733) (44,836) (Increase) Decrease in assets restricted for settlement of unpaid claims...................... 1,320 (9,908) Proceeds from sale of assets...................... 5,196 5,695 Net cash provided by (used in) investing activities.................... 2,132 (53,353) Cash Flows From Financing Activities Proceeds from issuance of debt.................... -- 28,009 Payments on debt and capital lease obligations.... (21,439) (433) Proceeds from exercise of stock options and warrants......................................... 734 129 Tax benefit related to the exercise of stock options.......................................... 9,424 -- Income tax payments made on behalf of stock optionee......................................... (14,214) -- Decrease in cash collateral account............... 5,034 -- Net cash provided by (used in) financing activities.................... (20,461) 27,705 Net decrease in cash and cash equivalents........... (26,752) (43,567) Cash and cash equivalents at beginning of period.... 86,002 129,603 Cash and cash equivalents at end of period.......... $ 59,250 $ 86,036
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements. CHARTER MEDICAL CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS December 31, 1994 (Unaudited) NOTE A - Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation, have been included. These financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended September 30, 1994, included in the Company's Annual Report on Form 10-K. NOTE B - Nature of Business The Company's business is seasonal in nature, with a reduced demand for certain services generally occurring in the fourth fiscal quarter and around major holidays, such as Thanksgiving and Christmas. The Company's business is also subject to general economic conditions and other factors. Accordingly, the results of operations for the interim periods are not necessarily indicative of the results expected for the year. NOTE C - Supplemental Cash Flow Information Below is supplemental cash flow information related to the three months ended December 31, 1993 and 1994:
For the Three Months ended December 31 1993 1994 (In thousands) Income taxes paid, net of refunds received....... $ 7,534 $ 698 Interest paid, net of amounts capitalized........ 4,707 22,601 Note payable incurred in connection with acquisition of business......................... -- 947
NOTE D - Long-Term Debt and Leases Information with regard to the Company's long-term debt and capital lease obligations at September 30, 1994 and December 31, 1994 follows (in thousands):
September 30 December 31 1994 1994 Revolving Credit Agreement due through 1999 (8.25% at December 31, 1994).............. $ 72,584 $100,593 11.25% Senior Subordinated Notes due 2004....... 375,000 375,000 7% to 10.75% Mortgage and other collateralized notes payable through 1999........................................... 6,434 7,208 Variable rate secured notes due through 2013 (5.45% to 5.8% at December 31, 1994)...... 63,125 63,075 7.5% Swiss Bonds................................ 6,443 6,443 5.45% to 12.5% Capital lease obligations due through 2014............................... 12,870 12,661 536,456 564,980 Less amounts due within one year.............. 2,653 2,693 Less note payable............................. -- 947 Less debt service funds....................... 327 326 $533,476 $561,014
During the first quarter of fiscal 1995, in connection with the acquisition described below, the Company borrowed approximately $28 million under the Revolving Credit Agreement. On October 17, 1994, the Company made interest payments of approximately $19.3 million to holders of the 11.25% Senior Subordinated Notes. NOTE E - Acquisition As of March 29, 1994 the Company entered into two agreements with National Medical Enterprises, Inc. ("NME") providing for the purchase by the Company of substantially all of the assets of 36 psychiatric hospitals, eight chemical-dependency treatment facilities, two residential treatment centers and one physician outpatient practice, including related outpatient facilities and other associated assets. Under a consent order that has been conditionally approved by the Federal Trade Commission, the Company has agreed not to acquire six of such facilities; the Company and NME subsequently agreed that the Company would not acquire one facility. The remaining 40 facilities (the "Acquired Hospitals") have, as of November 30, 1994, been acquired (the "Acquisition") by subsidiaries of the Company. The purchase price for the Acquired Hospitals was approximately $120.4 million in cash plus an additional cash amount of approximately $51 million, subject to adjustment, for the net working capital of the Acquired Hospitals. The Company purchased 27, three and ten of the Acquired Hospitals on June 30, October 31 and November 30, 1994, respectively. The Company accounted for the Acquisition using the purchase method of accounting. The Company's Consolidated Statement of Operations for the three months ended December 31, 1994 includes results of operations of 27 of the Acquired Hospitals for the three months, results of operations of three of the Acquired Hospitals for two months and results of operations of ten of the Acquired Hospitals for one month. The purchases have been considered one transaction for pro forma disclosure. Below are unaudited pro forma results of operations for the three months ended December 31, 1993 and 1994 as though the Acquired Hospitals had been purchased on October 1, 1993 and 1994, respectively. The pro forma information does not purport to be indicative of the results which would actually have been attained had the Acquisition been completed on such date or which may be attained in the future. (In thousands, except for per share data.)
For the Three Months Ended December 31, 1993 December 31, 1994 Actual Pro Forma Actual Pro Forma Net revenue................ $208,817 $285,803 $263,841 $276,191 Net income (loss).......... $ (3,866) $ (2,409) $ 349 $ 952 Net income (loss) per common share.............. $(.15) $(.10) $.01 $.04
NOTE F - Unusual Item During fiscal 1995 the Company recorded an unusual item of approximately $3 million which represented the pre-tax gain on the sale of three psychiatric hospitals. NOTE G - Contingencies The Company is self-insured for a substantial portion of general and professional liability risks. The reserves for self-insured general and professional liability losses, including loss adjustment expenses, are based on actuarial estimates using the Company's historical claims experience adjusted for current industry trends. The reserve for unpaid claims is adjusted as such claims mature, to reflect revised actuarial estimates based on actual experience. While management and its actuaries believe that the present reserve is reasonable, ultimate settlement of losses may vary from the amount provided. In addition to general and professional liability claims, the Company is subject to other claims, suits, surveys and investigations. The Company has reached an agreement-in-principal to settle one of such matters upon payment of an amount that the Company believes will not exceed $2 million. The terms of such settlement are subject to certain third-party approvals. In the opinion of management, the ultimate resolution of such other pending legal proceedings will not have a material adverse effect on the Company's financial position or results of operations. In November 1994, the Company and a group of insurance carriers resolved disputes that arose in the fourth quarter of fiscal 1994 related to claims paid predominantly in the 1980's. As part of the resolution, the Company will pay the insurance carriers approximately $31 million plus interest, for a total of $37.5 million in four installments over a three year period. The Company and the insurance carriers will continue to do business at the same or similar general levels. Furthermore, the parties will seek additional business opportunities that will serve to enhance their present relationships. Subsequent to the resolution of these disputes, the Company was contacted by and began negotiations with two additional insurance carriers concerning similar issues. While the ultimate outcome of these discussions can not be predicted at this time, management believes that it has meritorious defenses to any related lawsuits which may be filed if satisfactory resolution is not achieved and that resolution of any disputes with these two additional insurance carriers would not have a material effect on the consolidated balance sheet or future results of operations. The Resolution Trust Corporation ("RTC"), for itself or in its capacity as conservator or receivor for 12 financial institutions, formerly held certain debt securities that were issued by the Company in 1988. RTC has indicated to the Company that it believes that certain financial statements and other disclosures made by the Company in connection with such debt securities contained materially misleading statements or material omissions and that such misleading statements or omissions resulted in an overvaluation of such debt securities. Specifically, the RTC has indicated its belief that the Company's financial statements overstated net income for the 1987 fiscal year and the first three quarters of the 1988 fiscal year due to under statement of contractual allowances and the allowance for bad debts and that the Company believed, but did not disclose, that certain negative industry factors or trends would occur in the foreseeable future. The Company believes that the financial institutions represented by RTC purchased in 1988 and 1989 $103.4 million face amount of subordinated debt securities originally issued by the Company in September 1988. Although the RTC has not disclosed to the Company its (or its financial institutions') trading losses from the purchases and sales of these subordinated debt securities, the RTC has disclosed the dates purchases and sales were made and the face amounts of the subordinated debt securities involved in these transactions. The Company believes that the trading losses were approximately $45 million. The Company has agreed to a tolling of the statute of limitations applicable to RTC's claims. Based on a review of relevant law and the facts known to the Company, the Company believes it has a substantial defense to a potential claim by RTC and that such claim would not have a material adverse effect on the Company's financial position or future results of operations.
NOTE H - Guarantor Condensed Consolidating Financial Statements CHARTER MEDICAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS (In thousands, except shares and per share amounts) December 31, 1994 Charter Medical Corporation Consolidated Guarantor Nonguarantor (Parent Elimination Consolidated ASSETS Subsidiaries Subsidiaries Corporation) Entries Total Current Assets Cash and cash equivalents........................ $ 49,521 $ 7,005 $ 29,510 $ -- $ 86,036 Accounts receivable, net......................... 175,593 2,930 10,279 150 188,952 Supplies......................................... 6,435 74 332 -- 6,841 Other current assets............................. 23,304 318 18,063 (9,994) 31,691 Total Current Assets.......................... 254,853 10,327 58,184 (9,844) 313,520 Property and Equipment Land............................................. 91,030 5,905 1,014 -- 97,949 Buildings and improvements....................... 390,954 5,588 (14,598) -- 381,944 Equipment........................................ 93,897 1,477 2,835 -- 98,209 575,881 12,970 (10,749) -- 578,102 Accumulated depreciation......................... (63,978) (1,182) 201 -- (64,959) Construction in progress......................... 3,445 239 26 9 3,719 515,348 12,027 (10,522) 9 516,862 Assets restricted for settlement of unpaid claims............................................ -- 67,031 17,409 -- 84,440 Other Long-Term Assets(1).......................... 55,004 29,806 983,485 (1,020,366) 47,929 Reorganization Value in Excess of Amounts Allocable to Identifiable Assets, net............. -- -- 18,200 -- 18,200 $825,205 $119,191 $1,066,756 $(1,030,201) $ 980,951 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable................................. $ 44,769 $ 1,189 $ 7,304 $ -- $ 53,262 Note payable..................................... -- 947 -- -- 947 Accrued expenses and other current liabilities... 66,315 4,984 75,401 700 147,400 Current maturities of long-term debt and capital lease obligations....................... 2,576 117 -- -- 2,693 Total Current Liabilities................... 113,660 7,237 82,705 700 204,302 Long-Term Debt and Capital Lease Obligations....... (247,849) 2,452 806,411 -- 561,014 Deferred Income Taxes.............................. -- 635 11,752 4,732 17,119 Reserve for Unpaid Claims.......................... -- 69,474 43,868 (9,995) 103,347 Deferred Credits and Other Long-Term Liabilities(1).................................... 330,584 640 55,554 (358,075) 28,703 Stockholders' Equity Common Stock, par value $0.25 per share Authorized - 80,000,000 shares Issued and outstanding - 26,924,266 shares..... 2,872 837 6,731 (3,709) 6,731 Other Stockholders' Equity Additional paid-in capital..................... 707,744 30,455 242,162 (738,199) 242,162 Retained earnings (Accumulated deficit)........ (80,957) 7,460 (118,693) 73,497 (118,693) Unearned compensation under ESOP............... -- -- (61,027) -- (61,027) Warrants outstanding........................... -- -- 119 -- 119 Cumulative foreign currency adjustments........ (849) 1 (2,826) 848 (2,826) 628,810 38,753 66,466 (667,563) 66,466 Commitments and Contingencies ________ ________ __________ ___________ ___________ $825,205 $119,191 $1,066,756 $(1,030,201) $ 980,951 (1) Elimination entry related to intercompany receivables and payables and investment in consolidated subsidiaries. The accompanying Notes to Condensed Consolidating Financial Statements are an integral part of these balance sheets.
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS (In thousands) September 30, 1994 Charter Medical Corporation Consolidated Guarantor Nonguarantor (Parent Elimination Consolidated ASSETS Subsidiaries Subsidiaries Corporation) Entries Total Current Assets Cash and cash equivalents........................ $ 71,850 $ 8,606 $ 49,147 $ -- $129,603 Accounts receivable, net......................... 166,191 2,780 1,324 -- 170,295 Supplies......................................... 5,713 75 309 -- 6,097 Other current assets............................. 11,461 177 19,018 (12,024) 18,632 Total Current Assets.......................... 255,215 11,638 69,798 (12,024) 324,627 Property and Equipment Land............................................. 89,340 6,019 1,014 -- 96,373 Buildings and improvements....................... 369,518 5,666 (14,598) -- 360,586 Equipment........................................ 88,483 1,262 2,299 -- 92,044 547,341 12,947 (11,285) -- 549,003 Accumulated depreciation......................... (55,505) (1,056) (406) -- (56,967) Construction in progress......................... 2,143 166 -- -- 2,309 493,979 12,057 (11,691) -- 494,345 Assets Retricted for Settlement of Unpaid Claims.. -- 61,475 13,057 -- 74,532 Other Long-Term Assets(1)......................... 52,438 14,385 988,259 (1,013,107) 41,975 Reorganization Value in Excess of Amounts Allocable to Identifiable Assets, net............ -- -- 26,001 -- 26,001 $ 801,632 $99,555 $1,085,424 $(1,025,131) $961,480 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable................................. $ 43,476 $ 1,107 $ 6,162 $ -- $ 50,745 Accrued expenses and other current liabilities... 63,742 1,684 96,224 -- 161,650 Current maturities of long-term debt and capital lease obligations....................... 2,537 116 -- -- 2,653 Total Current Liabilities..................... 109,755 2,907 102,386 -- 215,048 Long-Term Debt and Capital Lease Obligations...... (258,010) 1,497 789,989 -- 533,476 Deferred Income Taxes............................. -- 647 11,733 -- 12,380 Reserve for Unpaid Claims......................... -- 54,759 57,515 (12,024) 100,250 Deferred Credits and Other Long-Term Liabilities(1)................................... 349,146 669 67,580 (373,290) 44,105 Stockholders' Equity Common Stock, par value $0.25 per share Authorized - 80,000,000 shares Issued and outstanding - 26,899,486............ 2,866 587 6,725 (3,453) 6,725 Other Stockholders' Equity Additional paid-in capital..................... 707,744 30,455 244,339 (738,199) 244,339 Retained earnings (Accumulated deficit)........ (109,093) 7,734 (119,042) 101,359 (119,042) Unearned compensation under ESOP............... -- -- (73,527) -- (73,527) Warrants outstanding........................... -- -- 180 -- 180 Cumulative foreign currency adjustments........ (776) 300 (2,454) 476 (2,454) 600,741 39,076 56,221 (639,817) 56,221 Commitments and Contingencies __________ _______ __________ ___________ ___________ $ 801,632 $99,555 $1,085,424 $(1,025,131) $ 961,480 (1) Elimination entry related to intercompany receivables and payables and investment in consolidated subsidiaries. The accompanying Notes to Condensed Consolidating Financial Statements are an integral part of these balance sheets.
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (In thousands) For the Quarter Ended December 31, 1994 Charter Medical Corporation Consolidated Guarantor Nonguarantor (Parent Elimination Consolidated Subsidiaries Subsidiaries Corporation) Entries Total Net revenue....................................... $255,986 $14,064 $ (979) $ (5,230) $ 263,841 Costs and expenses Salaries, general and administrative expenses....................................... 189,520 13,994 1,497 (5,371) 199,640 Bad debt expense................................ 23,210 9 (2,000) 21,219 Depreciation and amortization................... 8,471 327 (441) 8,357 Amortization of reorganization value in excess of amounts allocable to identifiable assets.... -- -- 7,800 -- 7,800 Interest, net................................... (7,330) 8 21,195 (9) 13,864 ESOP expense.................................... 13,538 -- (1,033) (5) 12,500 Stock option expense (credit)................... -- -- (2,361) -- (2,361) Unusual item.................................... -- -- (2,960) -- (2,960) 227,409 14,338 21,697 (5,385) 258,059 Income (Loss) before income taxes and equity in earnings (loss) of subsidiaries............... 28,577 (274) (22,676) 155 5,782 Provision for income taxes........................ -- -- -- 5,433 5,433 Income (Loss) before equity in earnings (loss) of subsidiaries.................................. 28,577 (274) (22,676) (5,278) 349 Equity in earnings (loss) of subsidiaries......... 587 -- 23,025 (23,612) -- Net income (loss)................................. $ 29,164 $ (274) $ 349 $(28,890) $ 349 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Cash provided by (used in) operating activities... $ (4,416) $ 7,082 $(20,585) $ -- $ (17,919) Cash Flows from Investing Activities: Capital expenditures............................ (3,499) (243) (562) -- (4,304) Acquisitions of businesses...................... (41,996) (2,840) -- -- (44,836) Increase in assets restricted for settlement of unpaid claims............................... -- (5,556) (4,352) -- (9,908) Proceeds from sale of assets.................... -- -- 5,695 -- 5,695 Cash provided by (used in) investing activities... (45,495) (8,639) 781 -- (53,353) Cash Flows from Financing Activities: Proceeds from issuance of debt.................. 28,009 -- -- -- 28,009 Cash flows from other financing activities...... (427) (44) 167 -- (304) Cash used in financing activities................. 27,582 (44) 167 -- 27,705 Net increase (decrease) in cash and cash equivalents...................................... (22,329) (1,601) (19,637) -- (43,567) Cash and cash equivalents at beginning of period.. 71,850 8,606 49,147 -- 129,603 Cash and cash equivalents at end of period........ $ 49,521 $ 7,005 $ 29,510 $ -- $ 86,036 The accompanying Notes to Condensed Consolidating Financial Statements are an integral part of these statements.
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (In thousands) For the Quarter Ended December 31, 1993 Charter Medical Corporation Consolidated Guarantor Nonguarantor (Parent Elimination Consolidated Subsidiaries Subsidiaries Corporation) Entries Total Net revenue....................................... $205,779 $5,283 $ 1,563 $ (3,808) $208,817 Costs and expenses Salaries, general and administrative expenses... 145,635 4,190 6,445 (3,828) 152,442 Bad debt expense................................ 16,837 (45) (663) -- 16,129 Depreciation and amortization................... 6,314 163 248 (50) 6,675 Amortization of reorganization value in excess of amounts allocable to identifiable assets.... -- -- 7,800 -- 7,800 Interest, net................................... (3,966) -- 12,333 -- 8,367 ESOP expense.................................... 11,152 -- 1,045 102 12,299 Stock option expense............................ -- -- 6,195 -- 6,195 175,972 4,308 33,403 (3,776) 209,907 Income (Loss) before income taxes and equity in earnings (loss) of subsidiaries.................. 29,807 975 (31,840) (32) (1,090) Provision for income taxes........................ -- -- -- 2,776 2,776 Income (Loss) before equity in earnings (loss) of subsidiaries.................................. 29,807 975 (31,840) (2,808) (3,866) Equity in earnings (loss) of subsidiaries......... 551 -- 27,974 (28,525) -- Net income (loss)................................. $ 30,358 $ 975 $(3,866) $(31,333) $ (3,866) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Cash provided by (used in) operating activities... $(17,234) $ 224 $ 8,587 $ -- $ (8,423) Cash Flows from Investing Activities: Capital expenditures............................ (1,611) (227) (813) -- (2,651) Proceeds from the sale of assets................ 5,196 -- -- -- 5,196 Acquisitions of businesses...................... (1,733) -- -- -- (1,733) (Increase) Decrease in assets restricted for settlement of unpaid claims.................... -- 399 921 -- 1,320 Cash provided by (used in) investing activities... 1,852 172 108 -- 2,132 Cash Flows from financing activities: Decrease in cash collateral account............. -- -- 5,034 -- 5,034 Payments on debt and capital lease obligations.. (1,019) -- (20,420) -- (21,439) Tax benefit related to the exercise of stock options........................................ -- -- 9,424 -- 9,424 Income tax payments made on behalf of stock optionee....................................... -- -- (14,214) -- (14,214) Cash flows from other financing activities...... -- -- 734 -- 734 Cash provided by (used in) financing activities... (1,019) -- (19,442) -- (20,461) Net increase in cash and cash equivalents......... (16,401) 396 (10,747) -- (26,752) Cash and cash equivalents at beginning of period.. 45,147 2,756 38,099 -- 86,002 Cash and cash equivalents at end of period........ $ 28,746 $3,152 $27,352 $ -- $ 59,250 The accompanying Notes to Condensed Consolidating Financial Statements are an integral part of these statements.
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES December 31, 1994 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Acquisitions As of March 29, 1994 the Company entered into two agreements with National Medical Enterprises, Inc. ("NME") providing for the purchase by the Company of substantially all of the assets of 36 psychiatric hospitals, eight chemical-dependency treatment facilities, two residential treatment centers and one physician outpatient practice, including related outpatient facilities and other associated assets. Under a consent order that has been conditionally approved by the Federal Trade Commission, the Company has agreed not to acquire six of such facilities; the Company and NME subsequently agreed that the Company would not acquire one facility. The remaining 40 facilities (the "Acquired Hospitals") have, as of November 30, 1994, been acquired (the "Acquisition") by subsidiaries of the Company. The purchase price for the Acquired Hospitals was approximately $120.4 million in cash plus an additional cash amount of approximately $51 million, subject to adjustment, for the net working capital of the Acquired Hospitals. The Company purchased 27, three and ten of the Acquired Hospitals on June 30, October 31 and November 30, 1994, respectively. The Company accounted for the Acquisition using the purchase method of accounting. The Company's Consolidated Statement of Operations for the three months ended December 31, 1994 includes results of operations of 27 of the Acquired Hospitals for the three months, results of operations of three of the Acquired Hospitals for two months and results of operations of ten of the Acquired Hospitals for one month. Results of Operations Selected statistics for the 113 psychiatric hospitals in operation at December 31, 1994, by quarter for fiscal 1994 and fiscal 1995 follow:
Fiscal Fiscal % 1994 1995 Change Licensed beds at: December 31............................. 6,985 9,737 39% March 31................................ 6,970 June 30................................. 6,970 September 30............................ 8,924 Net revenue (in thousands): Quarter: First................................. $ 198,129 $ 249,105 26 Second................................ 198,947 Third................................. 207,023 Fourth................................ 246,476 Year.................................... $ 850,575 Patient days: Quarter: First................................. 320,664 415,122 29 Second................................ 329,267 Third................................. 331,297 Fourth................................ 402,160 Year.................................... 1,383,388 Equivalent patient days: Quarter: First................................. 349,947 462,663 32 Second................................ 362,538 Third................................. 368,554 Fourth................................ 446,816 Year.................................... 1,527,855 Net revenue per equivalent patient day: Quarter: First................................. $566 $538 (5) Second................................ 549 Third................................. 562 Fourth................................ 552 Year.................................... 557 Admissions: Quarter: First................................. 21,875 30,626 40 Second................................ 25,037 Third................................. 25,103 Fourth................................ 30,787 Year.................................... 102,802
Fiscal Fiscal % 1994 1995 Change Average length of stay: Quarter: First................................. 14.5 13.3 (8)% Second................................ 13.4 Third................................. 13.1 Fourth................................ 13.4 Year.................................... 13.6
Patient days at the Company's hospitals increased 94,458 or 29%, to 415,122 in the first quarter of fiscal 1995 from 320,664 in fiscal 1994. The increase resulted from the Acquired Hospitals, which provided 107,412 patient days. Patient days at the same store hospitals decreased 12,954, or 4%, due to a 17% decrease in the average length of stay from 14.5 days in fiscal 1994 to 12.4 days in fiscal 1995 for the same store hospitals. Total admissions increased 40%, or 8,751, from 21,875 in fiscal 1994 to 30,626 in fiscal 1995. Of that increase, 6,274 admissions were provided by the Acquired Hospitals. The Company's net revenue increased $55,024,000, or 26%, from $208,817,000 in fiscal 1994 to $263,841,000 in fiscal 1995 primarily due to the Acquired Hospitals. Net revenue at the Company's non-psychiatric operations increased $4,048,000, including $1,771,000 provided by companies acquired or developed in the Company's expansion of services pursuant to its business strategy. Net revenue per equivalent patient day decreased 5% to $538 in fiscal 1995 from $566 in fiscal 1994. The decreases were primarily due to lower net revenue per equivalent patient day for the Acquired Hospitals and from a continued shift in payor mix toward Medicare and Medicaid programs. Services to Medicare and Medicaid patients have increased due to increased recognition and treatment of the behavioral illnesses of the elderly and disabled and, in some states, improved coverage of behavioral services in psychiatric hospitals for Medicaid beneficiaries. The Company believes that, at the same time, revenue from Blue Cross and commercial insurance payors has declined because of a shift by purchasers of health coverage to HMOs and PPOs and other managed care plans. Following is a discussion of changes in operating expenses for the first quarter of fiscal 1994 compared to the first quarter of fiscal 1995. The Company's salaries, general and administrative expenses increased $47,198,000, or 31%, to $199,640,000 in fiscal 1995 from $152,442,000 in fiscal 1994, primarily due to expenses incurred by the Acquired Hospitals. The Company's bad debt expenses increased to $21,219,000 in fiscal 1995 from $16,129,000 in fiscal 1994, an increase of $5,090,000, or 32% primarily due to expenses incurred by the Acquired Hospitals. Bad debt expenses as a percentage of net revenue increased to 8.0% for fiscal 1995 from 7.7% for fiscal 1994. The Company anticipates future increases in bad debt expenses due to increased deductibles and co-insurance and reduced annual and lifetime psychiatric maximum payment limits for individual patients, which will result in the Company not collecting full charges on an increasing number of patients. Depreciation and amortization increased $1,682,000, or 25% to $8,357,000 in fiscal 1995. The increase resulted from depreciation of the Acquired Hospitals, and the amortization of the related covenant not to compete and goodwill purchased during fiscal 1994. Reorganization value in excess of amounts allocable to identifiable assets is being amortized over the three-year period ending July 1995. Net interest expense for fiscal 1995 increased 66% from the previous fiscal year due to the issuance of the 11.25% Senior Subordinated Notes (the "Notes") in May 1994 and to borrowings under the Revolving Credit Agreement used in the Acquisition. ESOP expense for fiscal 1995 increased $201,000, or 2%, to $12,500,000 from $12,299,000 for the first quarter of fiscal 1994. Stock option expense for the first quarter of fiscal 1995 decreased from the previous year due to fluctuations in the market price of the Company's common stock. During fiscal 1995 the Company recorded an unusual item of approximately $3 million which represented the pre-tax gain on the sale of three psychiatric hospitals. Liquidity and Sources of Capital During the first three months of fiscal 1995, the Company incurred approximately $4.3 million in capital expenditures primarily for routine capital replacement. The Company also incurred expenditures of approximately $42 million for the acquisition of the 13 NME facilities and $2.8 million for the acquisitions of businesses related to the implementation of the Company's new growth and expansion strategy. The capital outlays were financed from borrowings under the Revolving Credit Agreement, proceeds from the issuance of the Notes and from cash provided by operations. The Company anticipates that capital expenditures for fiscal 1995 relating to existing hospitals will be approximately $20 million and will be financed from cash provided by operations. The number of days gross patient revenue in gross patient accounts receivable was 63 days at December 31, 1994 and 62 days at September 30, 1994. FORM 10-Q CHARTER MEDICAL CORPORATION AND SUBSIDIARIES PART II - OTHER INFORMATION Item 6. - Exhibits and Reports on Form 8-K (a) Exhibits 4(a) Amendment No. 3, dated as of December 12, 1994, to Second Amended and Restated Credit Agreement, dated as of May 2, 1994, among the Company, the financial institutions listed therein, Bankers Trust Company, as Agent, and First Union National Bank of North Carolina, as Co-Agent. 4(b) Amendment No. 4, dated as of January 11, 1995, to Second Amended and Restated Credit Agreement, dated as of May 2, 1994, among the Company, the financial institutions listed therein, Bankers Trust Company, as Agent, and First Union National Bank of North Carolina, as Co-Agent. 4(c) Indenture Supplement No. 1, dated June 3, 1994, among the Company, the Guarantors listed therein and Marine Midland Bank, as Trustee, relating to the 11.25% Senior Subordinated Notes due April 15, 2004, together with a schedule identifying substantially similar documents, pursuant to Instruction 2 to Item 601 of Regulation S-K. (b) Report on Form 8-K On December 15, 1994, the Company filed a Form 8-K dated November 30, 1994 disclosing the acquisition of substantially all the assets of 10 behavioral healthcare facilities from National Medical Enterprises, Inc. FORM 10-Q CHARTER MEDICAL CORPORATION AND SUBSIDIARIES SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CHARTER MEDICAL CORPORATION (Registrant) Date: February 14, 1995 /s/ Lawrence W. Drinkard Lawrence W. Drinkard Executive Vice President - Finance (Chief Financial Officer) Date: February 14, 1995 /s/ John R. Day John R. Day Vice President and Controller (Principal Accounting Officer) EX-4 2 AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AMENDMENT NO. 3 dated as of December 12, 1994 (this "Amendment") to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 2, 1994 (as amended by Amendment No. 1 thereto dated as of June 9, 1994 and Amendment No. 2 thereto dated as of September 30, 1994, the "Credit Agreement"), each among CHARTER MEDICAL CORPORATION, a Delaware corporation (the "Company"), the banking and other financial institutions from time to time party thereto (the "Lenders"), BANKERS TRUST COM- PANY, as agent for the Lenders, and FIRST UNION NATIONAL BANK OF NORTH CAROLINA, as Co-Agent. Capitalized terms used herein and not defined herein shall have the respec- tive meanings set forth for such terms in the Credit Agreement. W I T N E S S E T H : WHEREAS, the Company has requested that the Credit Agreement be amended to permit the Company to (a) lease from time to time all or any portion of up to six of its and its Restricted Subsidiaries' hospitals to one or more third-parties; and (b) make from time to time immaterial amendments to the documents governing the ESOP; and WHEREAS, subject to and upon certain terms and conditions, the Lenders party hereto are willing to permit the foregoing; NOW THEREFORE, the parties hereto hereby agree as follows: Section 1. Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows: (a) Section 8.2(f) of the Credit Agreement is amended by (i) deleting the word "or" before the begin- ning of clause (iii) thereof; (ii) inserting the phrase "and all leases and subleases permitted by clause (iv) below" before the word "exceed" in the fourteenth line of such clause (iii); and (iii) deleting clause (E) of such clause (iii) and inserting the following in lieu thereof: "(E) after giving effect to such lease or sublease, no more than 25% of the Company's and its Restricted Subsidiaries' hospitals shall be subject to such types of leases and subleases and/or leases and sub- leases permitted by clause (iv) below; or (iv) a lease or sublease of all or any portion of a hospi- tal to a Person in the health-care industry that uses the same for purposes of providing health-care related services, without any restrictions other than those provided in Section 8.2(f)(iii)(A),(B) and (E), which restrictions shall apply mutatis mutandis to such lease or sublease; provided that (A) at no time shall (1) more than six of the Compa- ny's and its Restricted Subsidiaries' hospitals be subject, in whole or in part, to leases and/or subleases permitted by clause (iv) of this Section 8.2(f), or (2) the sum of the respective EBITDA's of the Company and its Restricted Subsidiaries directly generated by each hospital all or a portion of which is subject to a lease and/or sublease permitted by clause (iv) of this Section 8.2(f) for, with respect to each such hospital, the 12-month period ending on the Test Date applicable to the date on which such hospital first becomes subject to such a lease or sublease exceed $15,000,000; and (B) the rent pay- able pursuant to each lease and sublease permitted by the preceding clauses of this Section 8.2(f) shall be at least equal to the fair market rental value of the property or portion thereof subject to such lease or sublease, as determined in good faith by an officer of the Company in the case of a lease or sublease permitted by clause (iii) of this Sec- tion 8.2(f) and by the Board of Directors of the Company in the case of a lease or sublease permitted by clause (iv) of this Section 8.2(f);". (b) Section 8.2 of the Credit Agreement is amended by inserting the following as the last paragraph of such Section: "In connection with a lease or sublease by the Company or any of its Restricted Subsidiaries pursuant to clause (iii) or clause (iv) of paragraph (f) of this Section of all or any portion of a hospital that is subject to a Mortgage, the Collat- eral Agent, if requested by the Company, shall enter into a non-disturbance and attornment agreement with the lessee or sublessee of the premises subject to such lease or sublease that is in form and substance reasonably satisfactory to the Collateral Agent and that provides for continued possession by the lessee or sublessee of such premises upon any foreclosure of the applicable Mortgage if and for so long as there is no default or event of default by the lessee or sublessee and the lessee or sublessee pays all rent due after such foreclosure to the Collater- al Agent or its designee; provided that the Col- lateral Agent shall not be required to enter into any such non-disturbance and attornment agreement if the terms and provisions of the lease or sublease to which it relates are not reasonably satisfactory to the Agent." (c) Section 8.11(b) of the Credit Agreement is amended by deleting the proviso thereto and inserting the following in lieu thereof: "enter into or otherwise permit any amendment or other modification of the ESOP or the Trust that directly or indirectly increases the funding or other monetary obligations of the Company thereunder or accelerates the due date thereof; or enter into or otherwise permit any other material amendment or modification of the ESOP or the Trust;". Section 2. Representations and Warranties. The Company hereby represents and warrants to the Agent and the Lenders that: (a) the execution and delivery by the Company of this Amendment and the performance by the Company of the Credit Agreement as amended hereby are within the Company's corporate powers, have been duly authorized by all necessary corporate or other action and will not (i) contravene the certificate or articles of incorporation or the bylaws of the Company, (ii) contravene any law, regulation, order, writ, judgment, decree, determination or award currently in effect binding on or affecting the Company or any of its Subsidiaries or any of their re- spective assets, except where such contravention would not have a Material Adverse Effect, or (iii) will not conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or consti- tute a default under, or result in the creation or impo- sition of any Lien (except pursuant to the Security Documents) upon any of the property or assets of the Company or any of its Subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust, agreement or other instrument (including, without limitation, the Senior Subordinated Notes Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their respec- tive properties or assets is bound or subject to, except to the extent such conflict, breach, default or creation or imposition would not have a Material Adverse Effect; (b) this Amendment, the Credit Agreement as amended hereby and, after giving effect to this Amend- ment, the other Credit Documents constitute the legal, valid and binding obligations of the Company and the Credit Parties party thereto, enforceable against the Company and such Credit Parties in accordance with their respective terms, except to the extent such enforceabili- ty may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally, and by gener- al principles of equity (regardless of whether enforce- ment is sought in a proceeding in equity or at law); (c) on and as of the date hereof, and both before and after giving effect to this Amendment, no De- fault or Event of Default has occurred and is continuing; and (d) the representations and warranties of the Company and the other Credit Parties contained in the Credit Agreement and the other Credit Documents are true and correct on and as of the date hereof as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate to a specific date. Section 3. Effectiveness. This Amendment shall become effective when the Agent shall have received duly executed counterparts of this Amendment from the Company, each Subsidiary of the Company that is a party to any Credit Document and as many of the Lenders as shall be necessary to comprise the "Required Lenders". Section 4. Status of Credit Documents. This Amendment is limited solely for the purposes and to the extent expressly set forth herein, and, except as ex- pressly modified hereby, the terms, provisions and condi- tions of the Credit Documents and the Liens granted thereunder shall continue in full force and effect and are hereby ratified and confirmed in all respects. Section 5. Counterparts. This Amendment may be executed and delivered in any number of counterparts and by the different parties hereto on separate counter- parts, each of which when so executed and delivered shall be an original, but all of which shall together consti- tute one and the same instrument. A complete set of counterparts shall be lodged with the Company and the Agent. Section 6. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF). IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized officers to execute and deliver this Amendment No. 3 to the Second Amended and Restated Credit Agreement as of the date first above written. CHARTER MEDICAL CORPORATION By: Name: Title: BANKERS TRUST COMPANY, as Agent and a Lender By: Name: Title: FIRST UNION NATIONAL BANK OF NORTH CAROLINA, as Co-Agent and a Lender By: Name: Title: BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By: Name: Title: CREDIT LYONNAIS, Cayman Islands Branch By: Name: Title: DRESDNER BANK AG, New York and Grand Cayman Islands Branches By: Name: Title: By: Name: Title: GENERAL ELECTRIC CAPITAL CORPORATION By: Name: Title: THE BANK OF NEW YORK By: Name: Title: THE MITSUBISHI BANK, LIMITED, New York Branch By: Name: Title: Consented and agreed to as of the date first above written by each of the entities listed on Schedule I hereto: By: Name: Title: , of each of the entities listed on Schedule I hereto AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AMENDMENT NO. 4 dated as of January 11, 1995 (this "Amendment") to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 2, 1994 (as amended by Amendment No. 1 thereto dated as of June 9, 1994, Amend- ment No. 2 thereto dated as of September 30, 1994, and Amendment No. 3 thereto dated as of December 12, 1994, the "Credit Agreement"), each among CHARTER MEDICAL CORPORATION, a Delaware corporation (the "Company"), the banking and other financial institutions from time to time party thereto (the "Lenders"), BANKERS TRUST COMPA- NY, as agent for the Lenders, and FIRST UNION NATIONAL BANK OF NORTH CAROLINA, as Co-Agent. Capitalized terms used herein and not defined herein shall have the respec- tive meanings set forth for such terms in the Credit Agreement. W I T N E S S E T H : WHEREAS, the Company has requested that the Credit Agreement be amended to permit the Company to repurchase up to $10,000,000 of its capital stock on the open market at the fair market value thereof during its 1995 fiscal year; and WHEREAS, subject to and upon certain terms and conditions, the Lenders party hereto are willing to permit the foregoing; NOW THEREFORE, the parties hereto hereby agree as follows: Section 1. Amendments to Credit Agreement. Section 8.3 of the Credit Agreement is hereby amended by (a) inserting the phrase "from time to time after the end of its 1995 fiscal year" after the word "may" in the third line of clause (v) thereof; (b) replacing "$10,000- ,000" in the proviso to such clause (v) with "$8,000,000- "; (c) deleting the "and" at the end of clause (viii) thereof; (d) replacing the period (".") at the end of clause (ix) thereof with "; and"; and (e) inserting the following at the end of such Section as clause (x) there- of: "(x) so long as no Default or Event of Default shall have occurred and be continuing, the Company may, in addition to the purchases permitted to be made pursuant to clauses (i), (ii) and (v) above, repurchase on the open market from time to time during its 1995 fiscal year Company Common Stock for a price not to exceed the then fair market value thereof; provided that the aggregate purchase price paid by the Company and its Restricted Subsidiaries in connection with all such repur- chases shall not exceed $10,000,000." Section 2. Representations and Warranties. The Company hereby represents and warrants to the Agent and the Lenders that: (a) the execution and delivery by the Company of this Amendment and the performance by the Company of the Credit Agreement as amended hereby are within the Company's corporate powers, have been duly authorized by all necessary corporate or other action and will not (i) contravene the certificate or articles of incorporation or the bylaws of the Company, (ii) contravene any law, regulation, order, writ, judgment, decree, determination or award currently in effect binding on or affecting the Company or any of its Subsidiaries or any of their re- spective assets, except where such contravention would not have a Material Adverse Effect, or (iii) will not conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or consti- tute a default under, or result in the creation or impo- sition of any Lien (except pursuant to the Security Documents) upon any of the property or assets of the Company or any of its Subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust, agreement or other instrument (including, without limitation, the Senior Subordinated Notes Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their respec- tive properties or assets is bound or subject to, except to the extent such conflict, breach, default or creation or imposition would not have a Material Adverse Effect; (b) this Amendment, the Credit Agreement as amended hereby and, after giving effect to this Amend- ment, the other Credit Documents constitute the legal, valid and binding obligations of the Company and the Credit Parties party thereto, enforceable against the Company and such Credit Parties in accordance with their respective terms, except to the extent such enforceabili- ty may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally, and by gener- al principles of equity (regardless of whether enforce- ment is sought in a proceeding in equity or at law); (c) on and as of the date hereof, and both before and after giving effect to this Amendment, no De- fault or Event of Default has occurred and is continuing; and (d) the representations and warranties of the Company and the other Credit Parties contained in the Credit Agreement and the other Credit Documents are true and correct on and as of the date hereof as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate to a specific date. Section 3. Effectiveness. This Amendment shall become effective when the Agent shall have received duly executed counterparts of this Amendment from the Company, each Subsidiary of the Company that is a party to any Credit Document and as many of the Lenders as shall be necessary to comprise the "Required Lenders". Section 4. Status of Credit Documents. This Amendment is limited solely for the purposes and to the extent expressly set forth herein, and, except as ex- pressly modified hereby, the terms, provisions and condi- tions of the Credit Documents and the Liens granted thereunder shall continue in full force and effect and are hereby ratified and confirmed in all respects. Section 5. Counterparts. This Amendment may be executed and delivered in any number of counterparts and by the different parties hereto on separate counter- parts, each of which when so executed and delivered shall be an original, but all of which shall together consti- tute one and the same instrument. A complete set of counterparts shall be lodged with the Company and the Agent. Section 6. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF). IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized officers to execute and deliver this Amendment No. 4 to the Second Amended and Restated Credit Agreement as of the date first above written. CHARTER MEDICAL CORPORATION By: Name: Title: BANKERS TRUST COMPANY, as Agent and a Lender By: Name: Title: FIRST UNION NATIONAL BANK OF NORTH CAROLINA, as Co-Agent and a Lender By: Name: Title: BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By: Name: Title: CREDIT LYONNAIS, Cayman Islands Branch By: Name: Title: DRESDNER BANK AG, New York and Grand Cayman Islands Branches By: Name: Title: By: Name: Title: GENERAL ELECTRIC CAPITAL CORPORATION By: Name: Title: THE BANK OF NEW YORK By: Name: Title: THE MITSUBISHI BANK, LIMITED, New York Branch By: Name: Title: Consented and agreed to as of the date first above written by each of the entities listed on Schedule I hereto: By: Name: Title: , of each of the entities listed on Schedule I hereto INDENTURE SUPPLEMENT NO. 1 This Indenture Supplement No. 1 (the "Supplement"), dated as of June 3, 1994, is among Marine Midland Bank, as Trustee, Charter Medical Corporation, (the "Company"), the Guarantors listed in the Indenture, as defined below, and Schizophrenia Treatment and Rehabilitation, Inc. All defined terms used in this Supplement and not otherwise defined shall have the meanings ascribed to such terms in the Indenture. For and in consideration of the premises, the Company, the Guarantors and the Trustee agree as follows: 1. Recital. This Supplement relates to the Indenture, dated as of May 2, 1994, among the Company, the Guarantors listed therein and Marine Midland Bank, with respect to the Company's 11 1/4% Senior Subordinated Notes due 2004 (the "Indenture"). This Supplement is executed by the Trustee pursuant to Section 10.01(5) of the Indenture. 2. Supplement. The Indenture is supplemented by adding Schizophrenia Treatment and Rehabilitation, Inc., Subsidiary of the Company, as Guarantor, pursuant to the provisions of Section 5.09 of the Indenture relating to additional Guarantors. By executing this Supplement, Schizophrenia Treatment and Rehabilitation, Inc. agrees that, effective as of the date first above written, it is a Guarantor under the Indenture. 3. Miscellaneous. (a) Instruments to be Read Together. This Indenture Supplement No. 1 is an indenture supplemental to the Indenture, and such Indenture, and this Indenture Supplement No. 1 shall henceforth be read together. (b) Confirmation. The Indenture as amended and supplemented by this Indenture Supplement No. 1, is in all respects confirmed and preserved. (c) Governing Law. This Indenture Supplement No. 1 shall be construed in accordance with and governed by the laws of the State of New York, without reference to principles of conflicts of law. (d) Severability. Any provision of this Indenture Supplement No. 1 which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. (e) Headings. Section, subsection and other headings used in this Indenture Supplement No. 1 are for convenience only and shall not affect the construction of this Indenture Supplement No. 1. (f) Counterparts. This Indenture Supplement No. 1 may be executed in any number of counterparts, each of which, when so executed in any number of counterparts, shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Indenture Supplement No. 1 to be duly executed as of the date and year first above written. MARINE MIDLAND BANK, as Trustee By: /s/ Frank J. Godino Name: Frank J. Godino Title: Asst. Corp. Trust Officer Attest: /s/ Richard G. Pittius Name: Richard G. Pittius CHARTER MEDICAL CORPORATION Title: Assistant Vice President By: /s/ James R. Bedenbaugh Name: James R. Bedenbaugh Title: Treasurer Attest: /s/ Linton Newlin Name: Linton Newlin Title: Secretary Each of the Guarantors listed in the Indenture as listed in Exhibit A By: /s/ Charlotte A. Sanford Name: Charlotte A. Sanford Title:Treasurer or as Director of Attest: Charter Medical of England, Limited /s/ James R. Bedenbaugh Name: James R. Bedenbaugh Title: Assistant Secretary Schizophrenia Treatment and Rehabilitation, Inc. By: /s/ Charlotte A. Sanford Name: Charlotte A. Sanford Title: Treasurer Attest: /s/ James M. Filush Name: James M. Filush Title: Secretary Exhibit 4(c) Schedule The form of Indenture Supplement filed as Exhibit 4(c) is used to admit certain subsidiaries of the Company as new Guarantors under the Indenture. In addition to Indenture Supplement No. 1, new Guarantors have been admitted as follows: Supplement No. Date New Guarantor 2 July 15, 1994 NEPA - New Hampshire, Inc. NEPA - Massachusetts, Inc. 4 November 22, 1994 Charter Behavioral Health System at Manatee Palms Therapeutic Group, Inc. 5 January 27, 1995 Magellan Health Services, Inc. National Mentor, Inc. Massachusetts Mentor, Inc. Illinois Mentor, Inc. South Carolina Mentor, Inc. Pennsylvania Mentor, Inc. North Carolina Mentor, Inc. Ohio Mentor, Inc. National Mentor Healthcare, Inc. -----END PRIVACY-ENHANCED MESSAGE-----