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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 MAY 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NUMBER 2-18244
-------------------
HELIAN HEALTH GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of 95-4070276
incorporation or organization) (I.R.S. Employer Identification No.)
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 July 6, 1995 was 5,474,283 shares.
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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
HELIAN HEALTH GROUP, INC.
CONSOLIDATED BALANCE SHEETS
MAY 31, 1995 NOVEMBER 30, 1994
------------ -----------------
(UNAUDITED)
ASSETS
Current assets
Cash and cash equivalents ................... $ 3,419,217 $ 4,118,459
Short-term investments ...................... 2,609,695 1,617,491
Accounts receivable, net of allowance for
doubtful accounts of $1,039,432 in 1995
and $1,146,964 in 1994 ..................... 5,751,456 6,854,010
Current portion of notes receivable ......... 181,291 186,671
Inventories ................................. 578,105 508,969
Income taxes receivable ..................... 271,930 1,071,930
Deferred income taxes ....................... 1,615,571 1,040,958
Prepaid expenses and other current assets ... 355,174 683,265
------------- -------------
Total current assets ................... 14,782,439 16,081,753
Investment in affiliated companies ............ 420,972 401,012
Notes receivable .............................. 304,526 398,875
Property and equipment, net ................... 11,788,187 12,655,061
Intangible assets, net ........................ 1,613,112 1,140,472
Other assets, net ............................. 422,882 235,877
------------- -------------
Total assets .................................. $ 29,332,118 $ 30,913,050
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable ............................ $ 913,432 $ 879,260
Accrued compensation and related expenses ... 1,855,243 1,654,247
Other accrued liabilities ................... 411,818 442,215
Payable to Palo Alto Medical Foundation ..... 141,062 306,156
Current portion of long-term debt ........... 1,113,867 1,135,178
------------- -------------
Total current liabilities .............. 4,435,422 4,417,056
Deferred income taxes ......................... 213,000 213,000
Payable to Palo Alto Medical Foundation ....... 150,000 150,000
Long-term debt ................................ 5,596,676 6,103,603
Minority interest ............................. 232,492 57,439
------------- -------------
Total liabililties ............................ 10,627,590 10,941,098
------------- -------------
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 20,000,000
shares authorized, 5,451,409 shares issued
and outstanding for 1995 (5,437,928 in 1994). 54,514 54,380
Additional paid-in capital .................... 15,049,256 14,986,349
Retained earnings ............................. 3,691,678 5,022,143
Less: Treasury stock, at cost, 25,500 shares.. (90,920) (90,920)
------------- -------------
Total stockholders' equity .................... 18,704,528 19,971,952
------------- -------------
Total liabilities and stockholder's equity..... $ 29,332,118 $ 30,913,050
============= =============
1
HELIAN HEALTH GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED MAY 31, SIX MONTHS ENDED MAY 31,
-------------------------- ------------------------
1995 1994 1995 1994
---- ---- ---- ----
REVENUES:
Patient revenues ........................... $ 8,101,130 $ 8,871,924 $14,737,540 $16,989,734
Management fees and lease income ........... 1,103,871 905,031 2,134,747 1,905,542
Other ...................................... 37,000 -- 132,097 --
----------- ----------- ----------- -----------
Total revenues ............................... 9,242,001 9,776,955 17,004,384 18,895,276
----------- ----------- ----------- -----------
COSTS AND EXPENSES:
Salaries and wages ......................... 3,653,746 3,271,820 7,089,119 6,558,133
Employee benefits .......................... 694,044 585,614 1,470,480 1,147,663
Fees to individuals and organizations ...... 995,893 549,894 1,809,945 1,952,091
Supplies and other expenses ................ 744,190 1,011,896 1,313,533 1,793,482
Purchased services ......................... 760,240 468,235 1,248,086 947,495
Building and equipment rent ................ 512,980 351,449 986,978 822,571
Provision for doubtful accounts ............ 276,184 705,995 548,328 1,350,407
Other operating costs ...................... 1,013,535 1,127,764 2,019,504 1,711,476
Depreciation and amortization .............. 839,737 688,996 1,521,408 1,366,138
Employee severance costs ................... 866,257 -- 866,257 --
----------- ----------- ----------- -----------
Total costs and expenses ................... 10,356,806 8,761,663 18,873,638 17,649,456
----------- ----------- ----------- -----------
Operating income (loss) ..................... (1,114,805) 1,015,292 (1,869,254) 1,245,820
Interest income ............................. 103,116 31,961 181,682 128,591
Interest expense ............................ (149,171) (183,364) (305,100) (450,114)
----------- ----------- ----------- -----------
Income (loss) before provision for (benefit
from) income taxes and minority interest ... (1,160,860) 863,889 (1,992,672) 924,297
Minority Interest ........................... (21,564) (150,648) (76,630) (346,183)
Provision for (benefit from) income taxes ... (367,111) 416,384 (585,577) 522,242
----------- ----------- ----------- -----------
Net income (loss) ........................... $ (772,185) $ 598,153 $(1,330,465) $ 748,238
=========== =========== =========== ===========
Net income (loss) per share ................. $(.14) $.11 $(.24) $.14
===== ==== ===== ====
Shares used in calculation
of net income (loss) per share ............. 5,450,985 5,488,361 5,450,524 5,487,993
=========== =========== =========== ===========
2
HELIAN HEALTH GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED MAY 31,
------------------------
1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)................................. $(1,330,465) $ 748,238
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization .................... 1,521,408 1,366,138
Provision for doubtful accounts .................. 548,328 1,350,407
Deferred income taxes ............................ (574,613) --
Loss on sale of equipment ........................ 1,984 --
Equity in (income) losses of affiliate ........... (19,960) 150,853
Minority interest in consolidated subsidiaries ... (76,630) (232,914)
Changes in operating assets and liabilities,net
of effects from acquisition of business:
Accounts receivable ....................... 554,226 (1,447,548)
Prepaid expenses and other assets ......... 75,436 (453,978)
Accounts payable and accrued liabilities... 456,454 242,900
Income taxes receivable or payable ........ 800,000 326,839
----------- -----------
Net cash provided by operating activities ........ 1,956,168 2,050,935
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment ............... (398,238) (221,634)
Sales of property and equipment ................... 67,741 --
Purchases of short-term investments, net .......... (992,204) (1,243,947)
Repayment on notes receivable ..................... 99,729 1,270,698
Acquisition of business ........................... (800,000) --
Decrease in intangibles, net ...................... 10,243 73,551
----------- -----------
Net cash used in investing activities .......... (2,012,729) (121,332)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt ........................ (724,843) (2,282,165)
Issuance of common stock .......................... 63,041 9,535
Proceeds from borrowings of long-term debt ........ 19,121 2,214,000
----------- -----------
Net cash used in financing activities .......... (642,681) (58,630)
----------- -----------
Net increase (decrease) in cash and cash equivalents (699,242) 1,870,973
Cash and cash equivalents at beginning of period ... 4,118,459 1,074,653
----------- -----------
Cash and cash equivalents at end of period ......... $ 3,419,217 $ 2,945,626
=========== ===========
3
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 May 31, 1995 and November
30, 1994, and the results of operations for the three and six month
periods ended May 31, 1995 and May 31, 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:
MAY 31, 1995 NOVEMBER 30, 1994
------------ -----------------
Land and land improvements ............... $ 1,713,842 $ 1,712,156
Building ................................. 3,955,107 3,953,727
Furniture, fixtures and equipment ........ 10,453,385 10,098,507
Leasehold improvements ................... 2,650,964 2,626,536
------------- -------------
18,773,298 18,390,926
Less accumulated depreciation and
amortization ............................. 6,985,111 5,735,865
------------- -------------
Net property and equipment ............... $ 11,788,187 $ 12,655,061
============= =============
4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Company had revenues of $9,242,000 and a net loss of $772,000 for the
quarter ended May 31, 1995, as compared to revenues and net income of $9,777,000
and $598,000, respectively, for the same period of 1994. For the six months
ended May 31, 1995, revenues and net loss were $17,004,000 and $1,330,000,
respectively, as compared to revenues of $18,895,000 and net income of $748,000
for the similar period of 1994. Revenues for the six months were lower primarily
as a result of a decrease in average revenue per patient visit, partially offset
by an increase in patient visits for most of the Company's operations. During
the second quarter of 1995, patient visits increased in these same operations as
compared to the same period of 1994; however, lower revenue per patient visit
more than offset this increase resulting in lower revenues. Average revenue per
patient visit decreased for the three and six months of 1995 as a result of
continuing patient discounts and managed care contracting.
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 79,500 and $117, respectively, for the second quarter of 1995 as compared
to 75,600 and $129, respectively, for the 1994 quarter. For the six months of
1995, total patient visits and average revenue per visit were 145,100 and $119,
respectively; and 140,100 and $131, respectively, for the 1994 period. The
Company expects that profit margins will continue to 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 $382,000, or 11.7%, and $531,000, or 8.1%, for the
three and six months ending May 31, 1995, respectively, as compared to the same
periods 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 $108,000, or 18.5%, for the second quarter of 1995
compared to the same quarter of 1994. For the six months ended May 31, 1995,
employee benefits increased $323,000, or 28%, compared to the same six months of
1994. The increase resulted from both hiring additional employees and from
higher health and life insurance costs in 1995 as compared to 1994.
Fees to individuals and organizations increased, as a percentage of revenues,
from 5.6% for the three months ended May 31, 1994 to 10.8% for the comparable
period of 1995. For the six months ended May 31, 1994 and May 31, 1995, the
costs, as a percentage of revenues, remained relatively constant at 10.3% and
10.6%, respectively. The second quarter increase is a function of increased
patient visits whereby higher priced consultants are used by the Company to
service increased business.
Supplies and other expenses decreased, as a percentage of revenues, from 10.3%
to 8.1% for the three months ended May 31, 1994 and 1995, respectively, and
decreased from 9.5% to 7.7% for the six months ended May 31, 1994 and 1995,
respectively. Cost containment efforts by the facilities, including enhanced
purchasing controls, resulted in cost savings for 1995. The lower costs were
partially offset by costs related to increased patient visits.
Purchased services increased, as a percentage of revenues, from 4.8% to 8.2% for
the quarters ended May 31, 1994 and 1995, respectively, and increased from 5.0%
to 7.3% for the six months of 1994 and 1995, respectively. The increased costs,
which occurred primarily in the second quarter, resulted from increases in
certain professional fees.
5
Building and equipment rent increased $162,000 during the quarter ended May 31,
1995 compared to the same period of 1994. The increase includes a $55,000
settlement for abandonment of a lease resulting from the Company consolidating
its operations into the occupational center acquired in April 1995. The
settlement with the lessor of the abandoned facility relieves the Company of all
future lease payments.
Provision for doubtful accounts decreased from 7.2% for the three and six months
of 1994 to 3.0 % and 3.2% for the comparable periods of 1995. The decrease in
the provision is due to both improved collection results and increases in
allowances for uncollectible accounts at some of the Company's facilities during
1994.
Depreciation and amortization increased $151,000 during the second quarter of
1995 compared to second quarter of 1994. The increase includes a $272,000
write-down for equipment held for sale as the fair market value was determined
to be less than the carrying value of the equipment.
Employee severance costs represents a lump sum payment of $800,000 and
associated costs of $66,000 related to the resignation of Thomas D. Wilson, the
former Chairman, CEO and President of the Company.
The provision for (benefit from) income taxes, as a percentage of income (loss)
before income taxes, decreased from 41% for the three and six months of 1994 to
(32%) and (31%) for the three and six months ended May 31, 1995, respectively.
The Company's benefit rates of 32% and 31% are 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 May 31, 1995, the Company had working capital of $10,347,000 and a working
capital ratio of 3.33 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
ending May 31, 1995 and November 30, 1994.
Cash and cash equivalents decreased by $699,000 from $4,118,000 at November 30,
1994 to $3,419,000 at May 31, 1995. The decrease resulted from investing
$992,000 in short-term securities during the period. Operating activities
increased cash by $1,956,000, which was partially offset by $1,021,000 from
investing activities (excluding short-term investments) and $643,000 from
financing activities. Cash provided from operations in the amount of $1,956,000
included principally depreciation and amortization, changes in operating assets
and liabilities, income tax refund, and provision for doubtful accounts, offset
by the net loss and deferred income taxes. Cash used in investing activities in
the amount of $2,011,000 consisted primarily of net purchases of short-term
investments, cash payment for a business acquisition and purchases of property
and equipment, offset by repayment on notes receivable and proceeds from sales
of property and equipment. Cash used in financing activities in the amount of
$643,000 included primarily payments of long-term debt.
The Company acquired, on April 1, 1995, a medical center which specializes in
occupational medicine. The $800,000 purchase price was paid in cash at the
acquisition date.
On April 9, 1995, Thomas D. Wilson resigned as President, Chief Executive
Officer, Chairman of the Board and as a director of the Company. In connection
with the resignation, $866,000 of severance costs were 6 recorded during the
second quarter of 1995.
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 month.
6
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
The Annual Meeting of Stockholders of the Company was held on April 25, 1995,
and the following are the results of the vote for the election of directors :
1. Election of five directors to hold office until the 1996 Annual Meeting of
Stockholders.
FOR AGAINST
--- -------
Robert G. McCreary, III 5,041,171 31,485
William A. Hines 5,042,156 30,500
Nate Dolin 5,071,915 741
Lawrence S. Dolin 5,072,156 500
Joseph Francis Hahn, M.D.* 4,995,896 76,760
* Dr. Hahn was substituted by the Board as a nominee for election at the 1995
Annual Meeting of Stockholders following the resignation of Thomas D. Wilson
as Chairman of the Board, President, Chief Executive Officer and as a
Director in April 1995.
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.
7
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.
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(sm) 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(sm) of Los Gatos dated January 15, 1988.
10.12(1) Assignment of General Partnership Interest - Recovery Inn(sm) 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(sm) 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.
8
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.
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 CrowGottesman-Hill #27, as landlord, covering
premises at 2112 Rutland Drive, Suite 180, Austin, Texas.
9
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.
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(sm) 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
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(sm) 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(sm) 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.
10.59(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.
11
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(sm) of Los Gatos, Ltd. and
MetLife Capital Corporation dated, August 5, 1993.
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.
10.81* Employment Agreement dated February 1,1994 between Helian Health
Group, Inc. and Leslie J. Arliskas.
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.
12
10.84 Asset Purchase Agreement by and among Industrial Medical Group,
Theodore R. Johstone, M.D., Kathryn Johnstone, R.N., Primary Care
Medical Group, Inc., Paul Cohen, M.D., Paul Cohen Family Trust and
Helian Health Group of Fresno, Inc. dated March 31, 1995.
10.85* Thomas D. WiIson Resignation Term sheet dated April 9, 1995.
- -------------------
* 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.
13
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.
July 14, 1995 /s/ Herbert W. Foster
-------------------------------------------------
Herbert W. Foster, Acting Chief Financial Officer
July 14, 1995 /s/ Donald C. Blanding
-------------------------------------------------
Donald C. Blanding, Treasurer
14