<PAGE>
<PAGE>
_______________________________________________________________________________
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.
_______________________________________________________________________________
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
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-
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
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-
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
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-
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
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-
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
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-
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
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-
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
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-
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
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-
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
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-
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
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-
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
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-
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
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-
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
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-
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
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-
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
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-
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
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-
</TABLE>
<PAGE>
<PAGE>
FORM 10-Q
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page No.
<S> <C>
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
</TABLE>
<PAGE>
<PAGE>
CHARTER MEDICAL CORPORATION
QUARTERLY REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
PART I - FINANCIAL INFORMATION
<PAGE>
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
September 30 December 31
ASSETS 1994 1994
<S> <C> <C>
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
</TABLE>
<PAGE>
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except shares and per share data)
<TABLE>
<CAPTION>
September 30 December 31
LIABILITIES AND STOCKHOLDERS' EQUITY 1994 1994
<S> <C> <C>
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
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these balance sheets.
<PAGE>
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
For the Three Months ended
December 31,
1993 1994
<S> <C> <C>
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
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these statements.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C> <C> <C>
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)
<FN>
The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of this statement.
</TABLE>
<PAGE>
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
For the Three Months ended
December 31
1993 1994
<S> <C> <C>
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
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these statements.
<PAGE>
<PAGE>
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:
<TABLE>
<CAPTION>
For the Three Months ended
December 31
1993 1994
(In thousands)
<S> <C> <C>
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
</TABLE>
<PAGE>
<PAGE>
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):
<TABLE>
<CAPTION>
September 30 December 31
1994 1994
<S> <C> <C>
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
</TABLE>
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
<PAGE>
<PAGE>
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.)
<TABLE>
<CAPTION>
For the Three Months Ended
December 31, 1993 December 31, 1994
Actual Pro Forma Actual Pro Forma
<S> <C> <C> <C> <C>
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
</TABLE>
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.
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C>
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
<FN>
(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.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C>
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
<FN>
(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.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C>
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
<FN>
The accompanying Notes to Condensed Consolidating Financial Statements are an
integral part of these statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C>
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
<FN>
The accompanying Notes to Condensed Consolidating Financial Statements are an
integral part of these statements.
</TABLE>
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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:
<TABLE>
<CAPTION>
Fiscal Fiscal %
1994 1995 Change
<S> <C> <C> <C>
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
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Fiscal Fiscal %
1994 1995 Change
<S> <C> <C> <C>
Average length of stay:
Quarter:
First................................. 14.5 13.3 (8)%
Second................................ 13.4
Third................................. 13.1
Fourth................................ 13.4
Year.................................... 13.6
</TABLE>
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.
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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)
<PAGE>
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
<PAGE>
<PAGE>
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."
<PAGE>
<PAGE>
(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-
<PAGE>
<PAGE>
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).
<PAGE>
<PAGE>
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
<PAGE>
<PAGE>
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
<PAGE>
<PAGE>
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
<PAGE>
<PAGE>
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
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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).
<PAGE>
<PAGE>
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
<PAGE>
<PAGE>
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
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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
<PAGE>
<PAGE>
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
<PAGE>
<PAGE>
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.
