================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 1995
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 Number 2-18244
---------------------------
HELIAN HEALTH GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4070276
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
9600 Blue Larkspur Lane, Suite 201
Monterey, California 93940
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 646-9000
(Former name, former address and
former fiscal year, if changed since last report): NONE
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 proceeding 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 .
---- ----
The number of shares outstanding of the registrant's Common Stock, $.01 Par
Value, as of April 12, 1995 was 5,450,705 shares.
================================================================================
<PAGE>
HELIAN HEALTH GROUP, INC.
Form 10-Q Quarterly Report
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements ..................................... 1
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations ...................... 5
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings ........................................ 7
Item 2 - Changes in Securities .................................... 7
Item 3 - Defaults Upon Senior Securities .......................... 7
Item 4 - Submission of Matters to a Vote of Security Holders ...... 7
Item 5 - Other Information ........................................ 7
Item 6 - Exhibits and Reports on Form 8-K ......................... 7
<PAGE>
<TABLE>
<CAPTION>
HELIAN HEALTH GROUP, INC.
Consolidated Balance Sheets
FEBRUARY 28, 1995 NOVEMBER 30, 1994
----------------- -----------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents ..................................................... $ 4,843,149 $ 4,118,459
Short-term investments ........................................................ 1,590,899 1,617,491
Accounts receivable, net of allowance for doubtful
accounts of $1,252,654 in 1995 and $1,146,964 in 1994 ....................... 5,738,022 6,854,010
Current portion of notes receivable ........................................... 185,752 186,671
Inventories ................................................................... 541,051 508,969
Income taxes receivable ....................................................... 1,071,930 1,071,930
Deferred income taxes ......................................................... 1,135,489 1,040,958
Prepaid expenses and other current assets ..................................... 482,927 683,265
----------- -----------
Total current assets ...................................................... 15,589,219 16,081,753
Investment in affiliated companies ............................................... 388,343 401,012
Notes receivable ................................................................. 345,321 398,875
Property and equipment, net ...................................................... 12,303,275 12,655,061
Intangible assets, net ........................................................... 1,022,785 1,140,472
Other assets, net ................................................................ 220,478 235,877
----------- -----------
TOTAL ASSETS ..................................................................... $29,869,421 $30,913,050
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable .............................................................. $ 380,052 $ 879,260
Accrued compensation and related expenses ..................................... 1,932,192 1,654,247
Other accrued liabilities ..................................................... 630,655 442,215
Payable to Palo Alto Medical Foundation ....................................... 126,157 306,156
Current portion of long-term debt ............................................. 1,076,279 1,135,178
----------- -----------
Total current liabilities ................................................. 4,145,335 4,417,056
Deferred income taxes ............................................................ 213,000 213,000
Payable to Palo Alto Medical Foundation .......................................... 150,000 150,000
Long-term debt ................................................................... 5,886,225 6,103,603
Minority Interest ................................................................ 2,373 57,439
----------- -----------
Total liabilities ......................................................... 10,396,933 10,941,098
----------- -----------
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value, 20,000,000 shares authorized, 5,450,475
shares issued and outstanding for 1995 (5,437,928 in 1994) .................... 54,505 54,380
Additional paid-in capital .................................................... 15,045,040 14,986,349
Retained earnings ............................................................. 4,463,863 5,022,143
Less: Treasury stock, at cost, 25,500 shares .................................. (90,920) (90,920)
----------- -----------
Total stockholders' equity ................................................ 19,472,488 19,971,952
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...................................... $29,869,421 $30,913,050
=========== ===========
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
HELIAN HEALTH GROUP, INC.
Consolidated Statements of Operations
(Unaudited)
THREE MONTHS ENDED FEBRUARY 28,
----------------------------------------
1995 1994
---- ----
<S> <C> <C>
REVENUES:
Patient revenues ........................................................... $ 6,636,410 $ 8,117,810
Management fees and lease income ........................................... 1,030,876 1,000,511
Other ...................................................................... 95,097 --
------------ ------------
Total revenues ............................................................... 7,762,383 9,118,321
------------ ------------
COSTS AND EXPENSES:
Salaries and wages ......................................................... 3,435,373 3,286,313
Employee benefits .......................................................... 776,436 562,049
Fees to individuals and organizations ...................................... 814,052 1,000,199
Supplies and other expenses ................................................ 569,343 781,586
Purchased services ......................................................... 487,846 479,260
Building and equipment rent ................................................ 473,998 471,122
Provision for doubtful accounts ............................................ 272,144 644,412
Other operating costs ...................................................... 1,005,969 985,710
Depreciation and amortization .............................................. 681,671 677,142
------------ ------------
Total costs and expenses ..................................................... 8,516,832 8,887,793
OPERATING INCOME (LOSS) ...................................................... (754,449) 230,528
Interest income .............................................................. 78,566 96,630
Interest expense ............................................................. (155,929) (266,750)
------------ ------------
Income (loss) before provision for (benefit from)
income taxes and minority interest ......................................... (831,812) 60,408
Minority interest ............................................................ (55,066) (195,535)
Provision for (benefit from) income taxes .................................... (218,466) 105,858
------------ ------------
NET INCOME (LOSS) ............................................................ $ (558,280) $ 150,085
============ ============
Net income (loss) per share ................................................. $ (.10) $ .03
============ ============
Shares used in calculation
of net income (loss) per share ............................................. 5,450,053 5,434,278
============ ============
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
HELIAN HEALTH GROUP, INC.
Consolidated Statements of Cash Flows
(Unaudited)
THREE MONTHS ENDED FEBRUARY 28,
-----------------------------------------
1995 1994
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ......................................................... ($558,280) $ 150,085
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization ............................................. 681,671 677,142
Provision for doubtful accounts ........................................... 272,144 644,412
Deferred income taxes ..................................................... (94,531) --
Equity in loss of affiliates .............................................. 12,669 162,704
Minority interest in consolidated subsidiaries ............................ (55,066) (195,535)
Changes in operating assets and liabilities:
Accounts receivable .................................................... 843,844 (481,319)
Prepaid expenses and other assets ...................................... 168,256 (228,877)
Accounts payable and accrued liabilities ............................... (212,822) (149,035)
Income taxes payable ................................................... -- 105,858
------------- -------------
Net cash provided by operating activities .................................... 1,057,885 685,435
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment ....................................... (215,249) (583,021)
Sales (purchases) of short-term investments, net .......................... 26,592 (1,645,167)
Repayment on notes receivable ............................................. 54,473 1,194,049
Decrease in intangibles, net .............................................. 18,450 --
------------- -------------
Net cash used in investing activities ........................................ (115,734) (1,034,139)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt ................................................ (295,398) (1,031,707)
Issuance of common stock .................................................. 58,816 2,851
Proceeds from borrowings of long-term debt ................................ 19,121 1,756,053
------------- -------------
Net cash (used in) provided by financing activities .......................... (217,461) 727,197
------------- -------------
Net increase in cash and cash equivalents .................................... 724,690 378,493
Cash and cash equivalents at beginning of period ............................. 4,118,459 1,074,653
------------- -------------
Cash and cash equivalents at end of period ................................... $ 4,843,149 $ 1,453,146
============= =============
</TABLE>
3
<PAGE>
HELIAN HEALTH GROUP, INC.
Notes to Consolidated Financial Statements
1. In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments (all of which were
normal recurring accruals) necessary to present fairly Helian Health Group's
consolidated financial position as of February 28, 1995 and November 30,
1994,and the results of operations for the three month periods ended
February 28, 1995 and 1994, which results are not necessarily indicative of
results on an annual basis.
2. Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the rules and
regulations of the Securities Exchange Commission. These condensed financial
statements should be read in conjunction with the financial statements and
related notes contained in the Annual Report for the fiscal year ended
November 30, 1994 on Form 10-K.
3. The consolidated financial statements include the accounts of Helian and its
wholly-owned subsidiaries. The Company consolidates all partially-owned
subsidiaries where it possesses the ability to exercise significant
influence or control over operating and financial policies of the
subsidiary. The equity method of accounting is generally used when the
Company has a 20% to 50% interest in other entities. All material
intercompany transactions and balances have been eliminated in
consolidation.
4. The Company generates revenues principally from the following sources:
Patient revenues are recorded when the service is provided to the patient
and are recognized net of allowances and contractual adjustments related to
third-party payers. Provisions for doubtful accounts are recorded as
operating expenses.
Management fees and lease income are recorded monthly under agreements with
the Surgecenter of Palo Alto, which is managed by the Company. The
management fees are based on a percentage of gross revenue and adjusted net
income plus all direct costs of Surgecenter personnel. The Company leases
furniture, fixtures and equipment and subleases the facility to the
Surgecenter.
5. Property, plant and equipment consisted of the following:
FEBRUARY 28, NOVEMBER 30,
1995 1994
---- ----
Land and land improvements ............ $ 1,712,156 $ 1,712,156
Building .............................. 3,962,107 3,953,727
Furniture, fixtures and equipment ..... 10,298,063 10,098,507
Leasehold improvements ................ 2,634,428 2,626,536
------------ ------------
18,606,754 18,390,926
Less accumulated depreciation
and amortization
6,303,479 5,735,865
------------ ------------
Net property and equipment ............ $ 12,303,275 $ 12,655,061
============ ============
4
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Company had revenues of $7,762,000 and a net loss of $558,000 for the
quarter ended February 28, 1995, as compared to revenues and net income of
$9,118,000 and $150,000, respectively, for the same period of 1994. Revenues
were lower primarily due to a decrease in average revenue per patient visit and
lower patient visits in certain of the Company's operations, partially offset by
an increase in patient visits in other operations. Average revenue per patient
visit decreased as a result of higher than anticipated patient discounts, which
was primarily due to the Company's transition into a managed care provider
system. Excluding the Surgecenter of Palo Alto, which derives its revenue and
net income from a management contract, total patient visits and average revenue
per visit were 65,534 and $101, respectively, for the 1995 quarter as compared
to 64,494 and $126, respectively, for the 1994 quarter. The Company expects that
profit margins will likely be suppressed as the Company, and the health care
industry in general, transitions from fee-for-service reimbursement to
discounted fee-for-service to an end system of capitation or other risk-based
reimbursement arrangement,
Salaries and wages increased $149,000, or 4.5%, for the three months ending
February 28, 1995 as compared to the same period in 1994. The increase resulted
primarily from hiring additional staff at certain facilities to service
increased business, partially offset by converting full time positions to "as
needed" per diem positions in other facilities.
Employee benefits increased $214,000, or 38%, for the first quarter of 1995
compared to the same quarter of 1994. The increase principally resulted from
higher health and life insurance costs in 1995 as compared to 1994.
Fees to individuals and organizations decreased, as a percentage of revenues,
from 11.0% for the three months ended February 28, 1994 to 10.5% for the
comparable period of 1995. The decrease is a function of lower revenues and
efforts to reduce outside costs as revenues decrease.
Supplies and other expenses decreased, as a percentage of revenues, from 8.6% to
7.3% for the three months ended February 28, 1994 and 1995, respectively. Cost
containment efforts by the facilities, including enhanced inventory controls,
resulted in lower purchases for 1995. The lower costs were partially offset by
costs related to increased patient visits.
Provision for doubtful accounts decreased from 7.1% to 3.5%, as a percentage of
revenues, for the three months ended February 28, 1994 and 1995, respectively.
The decrease in the provision resulted from increases in allowances for
uncollectible accounts at some of the Company's facilities during 1994.
Interest expense decreased from $267,000 for the three months ended February 28,
1994 to $156,000 for the three months ended February 28, 1995. The decrease
resulted from a decrease in the average interest the Company pays on a majority
of its outstanding debt.
The provision for (benefit from) income taxes, as a percentage of income (loss)
before income taxes, decreased from 41.4% to (24.6%) for the three months ended
February 28, 1994 and 1995, respectively. The Company's benefit rate of 24.6% is
less than the statutory rate due to the possibility not all net operating losses
will provide future tax deductions.
LIQUIDITY AND CAPITAL RESOURCES
As of February 28, 1995, the Company had working capital of $11,444,000 and a
working capital ratio of 3.76 to 1, compared to working capital of $11,665,000
and a working capital ratio of 3.64 to 1 at November 30, 1994.
The Company's debt to equity ratio remained constant at .36 to 1 for the periods
ended February 28, 1995 and November 30,1994.
Cash and cash equivalents increased by $725,000 from $4,118,000 at November 30,
1994 to $4,843,000 at February 28, 1995. Of this increase, $1,058,000 resulted
from operating activities, which was partially offset by $116,000 from investing
activities and $217,000 from financing activities. Cash provided from operations
in the amount of $1,058,000
5
<PAGE>
included principally depreciation and amortization, provision for doubtful
accounts and changes in operating assets and liabilities, offset by the net loss
and changes in deferred income taxes. Cash used in investing activities in the
amount of $116,000 consisted primarily of purchases of property and equipment,
offset by repayment on notes receivable and net purchases of short-term
investments. Cash used in financing activities in the amount of $217,000
included primarily payments of long-term debt.
On April 10, 1995, the Company announced that Thomas D. Wilson had resigned as
President, Chief Executive Officer, Chairman of the Board and as a director. In
connection with the resignation, the Company has agreed to make a lump sum
severance payment of $800,000, which will be accrued in the second quarter.
The Company believes its cash reserves, including cash generated from
operations, and the Company's borrowing capacity, are adequate to meet operating
cash requirements for at least the next twelve months.
6
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None
ITEM 2 - CHANGES IN SECURITIES
None
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5 - OTHER INFORMATION
None
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
3.1(1) Restated Certificate of Incorporation of the Company.
3.2(5) Amendment to Certificate of Incorporation of the Company
3.3(1) By-laws of the Company.
10.1(1) Asset Purchase Agreement between AMI Ambulatory Centers, Inc.
and Helian Health Group of Georgia, Inc., dated as of December
7, 1987.
10.2(1) 1989 Amended and Restated Stock Option Plan of Helian Health
Group, Inc.
10.3(1) Asset Purchase Agreement among AMI Ambulatory Centers, Inc.,
Howell Industrial Clinic, Inc. Helian Health Group, Inc., and
Helian Health Group of Atlanta, Inc. dated August 9, 1988.
10.4(1) Asset Purchase Agreement between Palo Alto Surgecenter
Corporation and Palo Alto Medical Foundation for Health Care,
Research and Education dated September 22, 1988.
10.5(1) Management Agreement between Palo Alto Surgecenter Corporation
and Palo Alto Medical Foundation for Health Care, Research and
Education dated September 22, 1988.
10.6(1) Equipment Lease between Palo Alto Surgecenter Corporation and
Palo Alto Medical Foundation for Health Care, Research and
Education dated September 22, 1988.
7
<PAGE>
10.7(1) Sublease dated September 22, 1988, between Palo Alto Surgecenter
Corporation, as sublessor, and Palo Alto Medical Foundation for
Health Care, Research and Education, as sublessor, including
Consent to Sublease, covering premises at 400 Forest Avenue,
Palo Alto, California.
10.8(1) Repurchase Agreement between Palo Alto Surgecenter Corporation
and Palo Alto Medical Foundation for Health Care, Research and
Education dated September 22, 1988.
10.9(1) Letter Agreement dated October 1, 1987, between Helian Health
Group of Miami, Inc. and Kenneth Mikel, Ph.D. regarding
development of additional occupational medical facilities.
10.10(1) Recovery Inn of Los Gatos, a California Limited Partnership,
Agreement dated November 18, 1987.
10.11(1) First Amendment to the Limited Partnership Agreement of Recovery
Inn of Los Gatos dated January 15, 1988.
10.12(1) Assignment of General Partnership Interest - Recovery Inn of Los
Gatos to Helian Recovery Corporation, dated January 29, 1988.
10.13(1) Common Stock Purchase Agreement dated November 16, 1987, between
Harvey Knoernschild, M.D., Paul Schrupp, Recovery Inns of
America, Inc. and Helian Recovery Corporation.
10.14(1) Assignment Agreement to Stock Purchase Agreement dated June 2,
1989 among Helian Health Group, Inc., Margo Mynderse-Isola and
Donald C. Blanding.
10.15(1) Assignment Agreement to Stock Purchase Agreement dated July 14,
1989, among Helian Health Group, Inc., Lori Iaconis and (i)
William Hines, (ii) Rose L. Parkes, (iii) Tony M. Schierbeck,
and (iv) Kim Richmond.
10.16(1)* Key Managers Incentive Compensation Plan.
10.17(1)* Executive Directors Incentive Compensation Plan.
10.18(1) Stock Purchase Agreement between Helian Health Group, Inc. and
Andrew Miller, dated February 1, 1987.
10.19(1)* Employment Agreement dated October 8, 1986, as amended, between
Helian Health Group, Inc. and Thomas D. Wilson.
10.20(1)* Employment Agreement dated January 1, 1993, between Helian
Health Group, Inc. and Andrew Miller.
10.21(1) Stock Option Agreement dated August 1, 1987, between Donald
Blanding and Helian Health Group, Inc.
10.22(1) Amendment to Loan Agreement between Helian Health Group, Inc.
and Society National Bank.
10.23(1) Term Loan Agreement between Helian Health Group, Inc. and
Society National Bank dated October 8, 1986.
8
<PAGE>
10.24(1) Term Loan Agreement between Helian Health Group, Inc. and
Society National Bank dated January 19, 1988.
10.25(1) Term Loan Agreement between Helian Health Group, Inc. and
Society National Bank dated August 11, 1988.
10.26(1) Security Agreement between Helian Health Group, Inc. and Society
National Bank dated October 8, 1986.
10.27(1) Security Agreement between Helian Health Group, Inc. and Society
National Bank dated January 19, 1988.
10.28(1) Security Agreement between Helian Health Group, Inc. and Society
National Bank dated August 11, 1988.
10.29(1) Pledge Agreement between Helian Health Group, Inc. and Society
National Bank dated October 8, 1986.
10.30(1) Amended Pledge Agreement between Helian Health Group, Inc. and
Society National Bank dated January 19, 1988.
10.31(1) Amended Pledge Agreement between Helian Health Group, Inc. and
Society National Bank dated August 19, 1988.
10.32(1) Waiver Letter dated September 22, 1988, from Society National
Bank regarding conditions of Term Loan Agreements.
10.33(1) Lease dated December 20, 1988, between Helian Health Group,
Inc., as tenant, and Roger Winslow, as landlord, covering
premises at 1000 8th Street, Monterey, California.
10.34(1) Lease dated April 9, 1987, between Austin Occupational Health
Center, Inc., as tenant, and Crow-Gottesman-Hill #27, as
landlord, covering premises at 2112 Rutland Drive, Suite 180,
Austin, Texas.
10.35(1) Lease dated August 15, 1985, including Assignment, between
Austin Occupational Health Center, Inc., as tenant, and Dry Doc
Building Corporation, as landlord, covering premises at 1213
North IH35, Austin, Texas.
10.36(1) Lease dated September 6, 1984, including Assignments and
Assignment, between Helian Health Group of Atlanta, Inc., as
tenant, and as successor-in-interest to AMI Ambulatory Centers,
Inc. and Howell Industrial Clinic, Inc., and First Union
Management, Inc., as landlord, covering premises at 730
Peachtree Building, Atlanta, Georgia.
10.37(1) Lease dated July 12, 1974, including Amendments and Assignments,
between Helian Health Group, Inc., as tenant, and as
successor-in-interest to Industrial Clinic Professional
Corporation and AMI Ambulatory Centers, Inc., and Chestnut
Associates, as landlord, covering premises at 3580 Atlanta
Avenue, Hapeville, Georgia.
10.38(1) Lease dated December 24, 1985, including Assignment, between
Helian Health Group of Georgia, Inc., as tenant, and as
successor-in-interest to AMI Ambulatory Centers, Inc., and
Homart Development Co., as landlord, covering premises at 3490
Piedmont Road, N.E., Atlanta, Georgia.
10.39(1) Lease dated February 26, 1987, between Helian Health Group of
Georgia, Inc., as tenant, and Peterson Properties as landlord,
covering premises at 6475 Jimmy Carter Blvd., Norcross, Georgia.
9
<PAGE>
10.40(1) Lease dated September 10, 1987, between Tucson Occupational
Health Center, as tenant, and The Atrium Associates, as
landlord, covering premises at 5099 East Grant Road, Tucson,
Arizona.
10.41(1) Lease dated May 2, 1980, including Assignment, between Tucson
Occupational Health Center as tenant, and as
successor-in-interest to Robert Levitin, M.D. and Marcia
Levitin, d/b/a Occupational Medicine Clinic of Tucson, and Lot
One, T.B.P., as landlord, covering premises at Lot 1, Tucson
Business Yard, Tucson, Arizona.
10.42(1) Lease dated May 7, 1976, including Assignment, between Palo Alto
Surgecenter Corporation, as tenant, and Gorman Whitney
Development Co., as landlord, covering premises at 400 Forest
Avenue, Palo Alto, California.
10.44(1) Deed dated November 18, 1987, for land purchased by Recovery Inn
of Los Gatos located in Campbell, California.
10.45(1) Agreement Dated May 22, 1988, between Recovery Inns of America,
Inc. and San Jose Medical Center.
10.46(1)* Employment Agreement dated January 1, 1993, between Helian
Health Group, Inc. and Donald C. Blanding.
10.47(5) Amended and Restated 1989 Stock Option Plan of the Company
10.48(1)* Stock Option Agreement dated as of April 1, 1987, between the
Company and William A. Hines.
10.49(1) Loan Agreement dated June 27, 1990, between the Company and
First Interstate Bank of California.
10.50(1) Security Agreement dated June 27, 1990, between the Company and
First Interstate Bank of California.
10.51(1) Installment Note dated June 14, 1990, payable to First
Interstate Bank of California.
10.52(1) Revolving Credit Note dated June 14, 1990, payable to First
Interstate Bank of California.
10.53(1) Purchase Agreement dated June 11, 1990, among Well America, a
general Partnership, J. Michael Hitt, M.D. and Tucson
Occupational Health Center, Inc., a wholly-owned subsidiary of
the Company.
10.54(1) Real Estate Purchase Contract and Receipt for Deposit, dated
June 1989, between the Company and the Menlo Park Willows, a
California Limited Partnership.
10.55(1) Letter Agreement, dated May 29, 1990, between Recovery Inn of
Los Gatos, a California Limited Partnership, and Sanwa Bank
California, a California corporation, as Corporate Co-Trustee
for Carpenters Pension Trust Fund for Northern California.
10.56(1) Letter Agreement, dated June 6, 1990, between Recovery Inn of
Los Gatos, a California Limited Partnership, and Tokai Bank of
California.
10.57* Amendment of Employment Agreement For Thomas D. Wilson, dated
December 21, 1990, between the Company and Thomas D. Wilson.
10.58(2) Asset Purchase Agreement between Steven C. Schumann, M.D., Inc.,
Steven C. Schumann, M.D., Helian Health Group of Fresno, Inc.,
and Helian Health Group, Inc., dated April 1, 1991.
10
<PAGE>
10.59(2) Management Service Agreement by and among Helian Health Group of
Fresno, Inc., and Steven C. Schumann, M.D., Inc.
10.60(2) Covenant Not to Compete Agreement dated April 1, 1991, between
Helian Health Group of Fresno, Inc., and Steven C. Schumann,
M.D.
10.61(2) Consulting Agreement dated April 1, 1991, by and between Helian
Health Group, Inc. and Steven C. Schumann, M.D.
10.62(3) Asset Purchase Agreement among Southern Back & Orthopaedic
Center, P.C., William D. Cabot and Helian Health Group, Inc.
dated June 17, 1991.
10.63(3) Employment Agreement between Rehabilitative Back Center of
Atlanta, Inc. and William D. Cabot dated June 17, 1991.
10.64(3) Consulting Agreement between Rehabilitative Back Center of
Atlanta, Inc. and William D. Cabot dated June 17, 1991.
10.65(3) Medical Supervisor Agreement between Rehabilitative Back Center
of Atlanta, Inc. and William D. Cabot dated June 17, 1991.
10.66* Employment Agreement, dated April 1, 1992, between the Company
and J. Spencer Davis.
10.67* Employment Agreement, dated August 1, 1992, between the Company
and Michael K. McMillan.
10.68(4) Agreement to Provide Guaranty, dated April 16, 1992, as amended
by the First Amendment, between the Company and Jacob Noghreian,
Jeremy Cole, Jeffrey Aaronson, John Sherman and John Alexander.
10.69(4) Ground Lease, dated April 17, 1992, between the Company and
Recovery Inn of Menlo Park, a California limited partnership.
10.70(4) Master Lease, dated October 25, 1991, between Diagnostic Imaging
of Atlanta, L.P., and Norwest Financial Leasing, Inc.
10.71(4) Unconditional Guaranty Agreement, dated November 30, 1992, by
the Company to Norwest Financial Leasing, Inc.
10.72(4) Guaranty, dated January 22, 1993, by the Company to MetLife
Capital Corporation.
10.73(6) Management Agreement between Salinas Surgery Center and Helian
ASC of Salinas, Inc., dated, July 15, 1993.
10.74(6) Partnership Agreement between Helian ASC of Salinas and
Concentrated Care, Inc., dated, July 15, 1993
10.75(6) Term Loan Agreement between Palo Alto Surgecenter Corporation
and MetLife Capital Corporation dated, August 5, 1993.
10.76(6) Term Loan Agreement between Recovery Inn of Los Gatos, Ltd. and
MetLife Capital Corporation dated, August 5, 1993.
11
<PAGE>
10.77(6) Lease dated, March 1, 1993 between Helian Health Group, Inc. and
Lightner Place Associates covering premises at 955 Blanco
Circle, Suite A, Salinas, California.
10.78(7) Term Loan Agreement between Helian Health Group, Inc., and
MetLife Capital Corporation dated, September 14, 1993.
10.79(7) Term Loan Agreement between Salinas Surgery Center and MetLife
Capital Corporation dated, November 24, 1993.
10.80(8)* Employment Agreement dated March 26, 1994 between Helian Health
Group, Inc. and William A. Hines.
10.82(9) Loan Agreement dated May 4, 1994 between Helian Health Group,
Inc. and Sumitomo Bank of California.
10.83(9) Management Agreement dated February 26, 1994 between Helian
Health Group, Inc. and Marin General Hospital.
- ---------------------
* Employment Agreement or Compensatory Plan or Arrangement.
1 Incorporated by reference to Registrant's Registration Statement Number
33-31520 on Form S-1, filed October 11, 1989, Amendment Number 2
thereto filed November 21, 1989, and Post-Effective Amendments Number 1
and Number 2 thereto filed November 22, 1990 and January 16, 1991,
respectively.
2 Incorporated by reference to corresponding exhibit number in the
Company's Form 8-K filed on April 11, 1991.
3 Incorporated by reference to corresponding exhibit number in the
Company's Form 8-K filed on June 24, 1991.
4 Incorporated by reference to corresponding exhibit number in the
Company's Form 10-K filed on March 1, 1993.
5 Incorporated by reference to corresponding exhibit number in the
Company's Form 10-Q filed on July 14, 1993.
6 Incorporated by reference to corresponding exhibit number in the
Company's Form 10-Q filed on October 14, 1993.
7 Incorporated by reference to corresponding exhibit number in the
Company's Form 10-K filed on February 26, 1994.
8 Incorporated by reference to corresponding exhibit number in the
Company's Form 10-Q filed on April 13, 1994.
9 Incorporated by reference to corresponding exhibit number in the
Company's form 10-Q filed on July 14, 1994.
(b) Reports on Form 8-K
None.
12
<PAGE>
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.
HELIAN HEALTH GROUP, INC.
April 14, 1995 -------------------------------------------------
HERBERT W. FOSTER, ACTING CHIEF FINANCIAL OFFICER
April 14, 1995 -------------------------------------------------
DONALD C. BLANDING, TREASURER
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-START> DEC-01-1994
<PERIOD-END> FEB-28-1995
<CASH> 6434048
<SECURITIES> 0
<RECEIVABLES> 5738022
<ALLOWANCES> 1252654
<INVENTORY> 541051
<CURRENT-ASSETS> 15589219
<PP&E> 12303275
<DEPRECIATION> 6303479
<TOTAL-ASSETS> 29869421
<CURRENT-LIABILITIES> 4145335
<BONDS> 0
<COMMON> 54505
0
0
<OTHER-SE> 15045040
<TOTAL-LIABILITY-AND-EQUITY> 29869421
<SALES> 0
<TOTAL-REVENUES> 7762383
<CGS> 0
<TOTAL-COSTS> 8516832
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 272144
<INTEREST-EXPENSE> 155929
<INCOME-PRETAX> (831812)
<INCOME-TAX> (218466)
<INCOME-CONTINUING> (558280)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (558280)
<EPS-PRIMARY> (.10)
<EPS-DILUTED> (.10)
</TABLE>
