SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED JUNE 30, 1999
The Biltmore Group, of Louisiana, L.L.C.
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(Exact name of registrant as specified in its charter)
Louisiana 72-1423893
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(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
507 Trenton Street, West Monroe, Louisiana 71291
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(Address of principal executive offices)(Zip code)
Registrant's telephone number, including area code (318) 323-2115
Number of units outstanding, as of JUNE 30, 1999
Units 1,112,763 par value $1.00 per unit:
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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 twelve (12) months (or for such shorter
period that the registrant was required to file such report) and (2) has
subject to such filing requirements for the past ninety (90) days.
Yes X No
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The Biltmore Group of Louisiana, L.L.C.
<PAGE>
Form 10-QSB
TABLE OF CONTENTS
Part 1: Financial Information Page
Item 1. Financial Statements (Unaudited)
Balance Sheets as of June 30, 1999 (unaudited) ............... 2
Statements of Income for the six months ended
June 30, 1999 (unaudited) .................................... 3
Statement of Members' Equity for the six
months ended June 30, 1999 (unaudited) ...................... 5
Statements of Cash Flows for the six ended
June 30, 1998 (unaudited)..................................... 6-7
Notes to Financial Statements.................................. 8-11
Item 2. Management's Discussion and Analyses of Financial Conditions
and Results of Operations................................. 12-16
Part II: Other Information
Item 1. Legal Proceedings........................................... 16
Item 2. Changes in Securities....................................... 16
Item 3. Defaults Upon Senior Securities............................. 16
Item 4. Submission of Matters to a Vote of Security Holders......... 16
Item 5. Other Information........................................... 16
Item 6. Other Matters............................................... 16
Item 7. Exhibits and reports on Form 8-K ........................... 16
<PAGE>
THE BILTMORE GROUP OF LOUISIANA, L.L.C.
FINANCIAL STATEMENT
JUNE 30, 1999
THE BILTMORE GROUP OF LOUISIANA, L.L.C.
Financial Statement
June 30, 1999
<PAGE>
Table of Contents
Page
FINANCIAL STATEMENTS:
Report 1
Balance Sheet 2
Statement of Income 4
Statement of Members' Equity 6
Statement of Cash Flows 7
Notes to Financial Statements 9
<PAGE>
<PAGE>
THE BILTMORE GROUP OF LOUISIANA, L.L.C.
To the Members
THE BILTMORE GROUP OF LOUISIANA, L.L.C.
West Monroe, Louisiana
The accompanying balance sheet of THE BILTMORE GROUP OF LOUISIANA, L.L.C.
As of June 30, 1999, and the related statement of income, retained earnings
and cash flows for the six months then ended, were prepared internally
from the books and records of THE BILTMORE GROUP OF LOUISIANA, L.L.C.
These financial statements were not audited or reviewed.
Joanne Caldwell-Bayles
Managing Member, THE BILTMORE GROUP OF LOUISIANA, L.L.C.
August 9, 1999
507 Trenton Street West Monroe, LA 71291 - 318 323-2115 - FAX 318-323-6281
<PAGE>
THE BILTMORE GROUP OF LOUISIANA , L.L.C.
Balance Sheet
June 30, 1999
<TABLE>
ASSETS
<S> <C>
Current assets:
Cash $ 7,875
Escrow cash 110,750
Sinking fund cash 81,360
------------
Total current assets 199,985
------------
Property, plant and equipment
Buildings and construction in process 5,885,651
Equipment 10,821
Land 677,099
------------
6,573,571
Less: Accumulated depreciation 16,000
------------
Net property and equipment 6,557,571
------------
Other assets
Utility deposits 2,324
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$ 6,759,880
------------
</TABLE>
See accompanying notes.
<PAGE>
THE BILTMORE GROUP OF LOUISIANA, L.L.C.
Balance Sheet
June 30, 1999
<TABLE>
<CAPTION>
LIABILITIES AND MEMBERS' EQUITY
<S> <C>
Current liabilities:
Accounts payable and accrued expenses $ 6,146
Notes payable 2,972,652
------------
Total current liabilities 2,978,798
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Long-term debt:
Bonds payable 511,784
Notes payable 2,174,025
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Total long-term debt 2,685,809
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Other liabilities:
Due to Members and affiliates 182,410
------------
Members' equity 912,863
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$ 6,759,880
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</TABLE>
See accompanying notes.
<PAGE>
THE BILTMORE GROUP OF LOUISIANA, L.L.C.
Statements of Income
For the six months ended June 30, 1999
<TABLE>
<S> <C>
Revenues $ 9,152
Expenses
Activities 661
Advertising 15,905
Automobile 905
Bank Charges 207
Casual labor 1,809
Consulting 5,000
Decorations 508
Depreciation 16,000
Dues & subscriptions 653
Employee incentives 2,502
Employee Screening 906
Equipment rental 849
Food Costs 2,842
Housekeeping 4,066
Insurance 3,974
Interest 1,400
Lawn Care 1,770
Licenses & permits 682
Miscellaneous 7,455
Office Supplies 1,586
Paper Goods 112
Payroll Expenses 57,040
Pest Control 250
Postage & Delivery 2,014
Printing 3,872
Professional fees 175
Promotion 8,082
Repairs 3,374
Taxes 781
Telephone 3,292
Training & Education 349
Travel & Entertainment 9,370
Uniforms 454
Utilities 24,656
Waste Removal 1,434
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Total Expenses 184,935
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Net Income (-Loss) $ (175,783)
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</TABLE>
See accompanying notes.
<PAGE>
THE BILTMORE GROUP OF LOUISIANA, L.L.C.
Statement of Members' Equity
For the six months ended June 30, 1999
<TABLE>
<S> <C>
Beginning members' equity $ 1,088,646
Net income (loss) (175,783)
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Ending members' equity $ 912,863
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</TABLE>
See accompanying notes.
<PAGE>
THE BILTMORE GROUP OF LOUISIANA, L.L.C.
Statement of Cash Flows
For the Six Months Ended June 30, 1999
<TABLE>
<CAPTION>
Cash flows from operating activities:
<S> <C>
Net loss $ (175,863)
Adjustments to reconcile net income to cash
used by operations:
Depreciation 16,000
Increase in accounts payable 4,763
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Net cash used by operations 155,100
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Cash flows from investing activities:
Payments for buildings and construction 2,671,665
Payments for equipment 10,821
Payments for land and improvements 73,360
Payments for utility deposits 2,324
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Net cash applied to investing activities 2,758,170
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Cash flows from financing activities:
Proceeds of interim construction loans 2,282,745
Proceeds from bond sales 621,784
Loans from stockholders and affiliates 182,410
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Net cash from financing activities 3,086,939
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Net increase in cash 178,667
Cash at the beginning of the period 21,318
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Cash at the end of the period $ 199,985
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</TABLE>
See accompanying notes.
<PAGE>
THE BILTMORE GROUP OF LOUISIANA, L.L.C.
Notes to Financial Statements
Note 1 - Summary of Significant Accounting Policies
Nature of Business
The Company is a Louisiana limited liability company established to
develop assisted living Centers and dementia facilities for the housing
and care of senior citizens in Bastrop, Farmerville, Minden, and
Natchitoches , Louisiana and Sedona, Arizona.
Basis of Accounting
The Company uses the accrual basis of accounting and will utilize a
calendar year for all reporting purposes.
Income Taxes
The company is treated as a partnership for federal income tax
purposes. Consequently, federal income taxes are not payable by, or
provided for, by the Company.
Property, Buildings, Equipment, and Depreciation
Buildings and equipment are stated at cost and are to be depreciated
by the straight- line method over their estimated economic lives.
Buildings shall include capitalized construction period interest which
will be treated as a component cost of the building and depreciated over
the same economic life as the building.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affects certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
Advertising
The Company follows the policy of charging the costs of advertising to
expense as incurred.
<PAGE>
THE BILTMORE GROUP OF LOUISIANA, L.L.C.
Notes to Financial Statements
Note 1- Summary of Significant Accounting Policies- (continued)
Deferred Charges
Deferred charges represents the costs associated with obtaining long-
term financing for the care facilities of the Company. These costs are
to be amortized over the life of the bonds using the effective interest
rate method. These costs have been included as a component of Bonds
payable on the balance sheet.
Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with instructions to Form 10-QSB and Article
10 of Regulations S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In management's opinion,
all adjustments (consisting of normal recurring adjustments) considered
necessary for a fair presentation of the unaudited interim financial
statements have been included. Operating results for interim periods
reflected are not necessarily indicative of the results that may be
expected for a full fiscal year. These financial statements should be
read in conjunction with the financial statements and notes thereto
included in the Company's Form 10-KSB. Certain reclassifications have
been made to previously reported amounts to conform with the current
presentation.
<PAGE>
THE BILTMORE GROUP OF LOUISIANA, L.L.C.
Notes to Financial Statements
Note 2 - Related Party Transactions
The company has entered into a design/builder contract in the amount
of $ 1,777,000 with The Forsythe Group, Inc., one of its members, to
construct the Bastrop facility. The contract calls for cash payments
of $ 1,352,000 during the building of the facility as approved by the
contract engineer, with the balance of $ 425,000 through the issuance
of certificates of membership. As of June 30, 1999, $ 830,372 has
been paid on this contract and $ 175,000 of membership equity has been
issued for the services rendered in connection with this project. The
remainder of the $ 250,000 due to be paid through the issuance of equity
certificates will be issued at the completion of the project.
The company has entered into a design/builder contract in the amount
of $ 1,777,000 with The Forsythe Group, Inc., one of its members, to
construct the Farmerville facility. The contract calls for cash
payments of $ 1,352,000 during the building of the facility as approved
by the contract engineer, with the balance of $ 425,000 through the
issuance of certificates of membership. As of June 30, 1999, $ 531,361
has been paid on this contract and $ 135,000 of membership equity has
been issued for the services rendered in connection with this project.
The remainder of the $ 290,000 due to be paid through the issuance of
equity certificates will be issued at the completion of the project.
The company has entered into a design/builder contract in the amount
of $ 1,777,000 with The Forsythe Group, Inc., one of its members, to
construct the Minden facility. The contract calls for cash payments
of $ 1,352,000 during the building of the facility as approved by the
contract engineer, with the balance of $ 425,000 through the issuance
of certificates of membership. As of June 30, 1999, $ 1,241,792 has
been paid on this contract and $ 174,000 of membership equity has been
issued for the services rendered in connection with this project. The
remainder of the $ 251,000 due to be paid through the issuance of
equity certificates will be issued at the completion of the project.
The company has entered into a design/builder contract in the amount
of $ 1,777,000 with The Forsythe Group, Inc., one of its members, to
construct the Natchitoches facility. The contract calls for cash
payments of $ 1,352,000 during the building of the facility as approved
by the contract engineer, with the balance of $ 425,000 through the
issuance of certificates of membership. As of June 30, 1999, $ 288,450
has been paid on this contract and $ 135,000 of membership equity has
been issued for the services rendered in connection with this project.
The remainder of the $ 250,000 due to be paid through the issuance of
equity certificates will be issued at the completion of the project.
<PAGE>
THE BILTMORE GROUP OF LOUISIANA, L.L.C.
Notes to Financial Statements
Note 2- Related Party Transactions - (continued)
The amounts shown as due to members and affiliates represents working
capital loans made for the construction and operation of the facilities.
These amounts advanced accrue interest at the current market rate.
Note 3 - Development Stage Operations
As of June 30, 1999, we had under development and in partial operation
one independent living facility located in the village of Oak Creek,
Sedona Arizona, one assisted living facility (ALF's) open in Minden
Louisiana and three ALF's under construction in Bastrop, Farmerville, and
Natchitoches, Louisiana.
Note 4 - Bonds Payable
On May 17, 1999, the Company's issue of $ 9,900,000 of bonds became
effective. These bonds are to become the permanent financing for the
projects reflected in this financial statement. As of June 30, 1999,
these bonds are in the process of being sold with the proceeds of these
bond sales used to liquidate the construction loans. As of
June 30, 1999, the status of these bonds is as follows:
Amount Amount
Location Authorized Issued
Bastrop $ 1,800,000 $ 5,000
Farmerville $ 1,800,000 $ 0
Minden $ 1,800,000 $ 841,250
Natchitoches $ 1,800,000 $ 0
Sedona $ 2,700,000 $ 0
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Totals $ 9,900,000 $ 846,250
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These bonds have varying interest rates from 6.5 percent per annum to
9.5 percent per annum. The maturity of these bonds is from six months
to seven and half years. Bonds payable on the balance sheet reflects
the accrued interest due and is reflected net after the deferred charges
incurred is issuing and selling the bonds.
Note 5 - Notes Payable
Notes payable represents the construction loans which provide funding
for the interim construction payments for the facilities until the bonds
are sold and applied to pay off the debt. These loans bear interest at
the current market rate. The interest on these notes has been
capitalized as construction period interest and will be included as a
component of the cost to be depreciated over the estimated economic life
of the facility.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
OVERVIEW
This commentary should be read in conjunction with the following
documents for a full understanding of The Biltmore Group of Louisiana, L.L.C.
financial condition and the status of the Company, which reflects little or
no operations; the entire Prospectus dated May 17, 1999; and the unaudited
financial statement presented herein along with all of the footnotes thereto.
As a result of the Company having little or no operations as of the end
of the Second quarter, readers should be aware of the success and/or failures
within the Assisted Living Industry. Because the bonds are being sold
on a best efforts basis.
As of June 30, 1999, we had under development and in partial operation
one independent living facility located in the village Oak Creek, Sedona
Arizona, one assisted living facility (ALF's) open in Minden Louisiana
and three ALF's under construction in Bastrop, Farmerville, and Natchitoches,
Louisiana.
The Minden ALF containing twenty-six units opened on June 23, 1999.
As of August 6, 1999, eight units were occupied, and three units selected
with deposits. The local acceptance of the property has been beyond
expectations. When we built a property we built adequate public space
to enable additions, if needed. The Forsythe design and construction
department is in the process of designing additional units to be added
to the property when needed.
The Bastrop, Louisiana ALF containing twenty-six units will open in late
August 1999, The Farmerville, Louisiana ALF containing twenty-six units
will open in late September 1999, and Natchitoches, Louisiana ALF will
open in late October or early November 1999. Our marketing of the three
ALF under construction indicate strong local support.
The Independent Living facility located in the Village of Oak Creek
Sedona, Arizona completed phase one of the rehabilitation and opened in on
October 16, 1998. We believe in order to maximize the income potential for
the project additional income-producing facilities should be added. In order
to determine the additional facilities to be added we are working with The
Big Park Regional Council (Council) and Yavapai County planning department to
create a project that will meet the need of the village of Oak Creek. Some
of additions being studied are:
- Add an office to be leased to a Doctor (There are no Doctors
located in the village at this time. The Doctor will also serve
Biltmore residents).
- Add a senior day care facility.
- Arrange discount golfing privileges for guests.
- Add additional space for exercise equipment to improve the wellness
program.
- Allow paid memberships to local seniors and their families to use
the indoor pool, exercise areas and dinning room facilities member
activities.
- Expand the wellness program to include local residence.
We have estimated that the additional facilities and equipment will cost
approximately three hundred thousand dollars. The funds will be provided
by contributions by the members. If we are able to obtain timely approval,
from the Council and the County, the additions and expansions should be
completed by February 1, 2000. Delays are common in the construction
business therefore the proposed additions and improvements may be delayed.
The construction of the facilities are being financed through the sale
of Co-First Mortgage bonds as set forth in the prospectus dated May 17,
1999 and construction loans provided by Church Loans and Investments Trust
of Amarillo, Texas and First Republic Bank of Monroe, Louisiana.
The Company continues to finance the expansion and development by
Loans from The Forsythe Group, Inc. (Affiliate of the Company) and
contributions by the members as well as the public offering of First
Mortgage Bonds.
Change in Employees
Prior to the opening of the Oak Creek Independent Living facility , the
Company had no operations. Employees consisted of the President, Joanne
M. Caldwell-Bayles. As of August 6, 1999, we have thirty employees,
which include the management personal for Bastrop. Given the low unemployment
in the property areas we are pleased with a large number of applications
for employment in all Louisiana markets. The number of applications for
employment in the Oak Creek area is limited and will have a possible negative
impact on construction and operations.
<PAGE>
Results of operations:
The Company's first facility opened for business on October 16, 1998
in the village of Oak Creek Sedona, Arizona The Minden facility opened for
business in June 1999. The operating loss for the first six months of 1999
was $175,783, which includes start-up costs of approximately $112,000 for the
Oak Creek facility. There have been insufficient rentals to form an opinion
of future success with any certainty.
Major changes in Financial Conditions
The major changes in financial condition between December 31, 1998 and
June 30, 1999 is as follows: Current assets consisted primarily of cash
in the amount of $199,985. Cash is restricted as follows: $110,750 to
fund bond reserve accounts and the balance of $81,360 is restricted to
pay Operating Fund Payments. Property and equipment increased from $3,817,725
as of December 31,1998 to $6,557,571 as of June 30, 1999. The increase
is the result of completion of building projects and acquisition of equipment
for the five locations. Total current liabilities increased from $691,290
as of December 31, 1998 to $3,013,798 as of June 30, 1999 consisting
primarily due to borrowings on interim construction loans. Long term
debt increased from $2,174,025 as of December 31, 1998 to $2,650,809
as of June 30, 1999 which consisted of bond payables. Liabilities due
stockholders and affiliates increased from $0 as of December 31, 1998
to $182,410 as of June 30, 1999. Total Members' Equity decrease from
$1,088,646 as of December 31, 1998 to $912,863 as of June 30, 1999 due
to the operating loss sustained for the first six months.
Liquidity and Financial Position
The Company receives significant operating funds from its affiliate The
Forsythe Group, Inc., through short-term loans. The ability of The Forsythe
Group to continue to make available loans is necessary for the continuing
success of the company. If future conditions would create problems in
Forsythe's ability to advance funds to the Company, the Company's future
success would be in doubt.
Year 2000
The Company relies on computer hardware, software, and related technology,
together with data, in the operation of its business. In addition, the
Company is dependent on the same type of technology and data generated
by financial institutions; the Federal Government including the Social
Security Administration; State of Louisiana; Investment Bankers; Trustees
for the bondholder; Interim lenders; and Utility companies. The Company
has initiated an enterprise wide program to prepare for the year 2000.
The Company has created a year 2000 program office reporting to the Chief
Executive Officer to coordinate and oversee the company's year 2000 program.
All of the Company's computer systems have been cleared to meet the year
2000 requirements by contacting the manufacturer of the equipment and
receiving written notice of compliance.
The computer software necessary for the accounting function has also
been cleared for the year 2000 requirements in writing from the developer
of the accounting software.
The Company has discussed the year 2000 with all of the above set forth
companies and agencies and has been assured either in writing or verbally
that each anticipates compliance for the year 2000. As a result of the
Company's own operations already being in compliance with the year 2000, it
is dependent upon outside forces to also be in compliance. It is impossible
for the Company to be sure that all governmental agencies, utilities,
financial institutions, and others with whom it does business will also be
in compliance. The failure or some or all the above stated agencies being
in compliance with the year 2000 would be catastrophic, and the survival of
the Company would be in doubt.
Because of the uncertainty of the problems faced with the year 2000 the
Company has adopted an action plan to protect the seniors living with
the Communities. The major item to be included is as follows;
1. Place in storage at each community a five-day supply of food item,
including canned meats and vegetables, water, and other non-perishable
items necessary for providing meals.
<PAGE>
2. Prepare, with the assistance of residents, a five-day supply of clothing
that will not have to be cleaned in order to aid in healthy living.
3. Encourage Physicians to obtain and supply adequate supply of necessary
medical needs of residence.
4. Encourage residents and their families to meet the financial needs
for each resident by having some cash on hand at the end of the year.
The cash to be reserved for residences should not be held at the
residents quarters.
5. Work with local officials in preparing a safety plan of operation
in event of failure of medical, public safety, utilities and other
services.
6. Adequate fuel to operate vehicles, heating devices and other services.
7. Such other assistance that may come to our attention as the Company
continues to monitor the year 2000 problems.
Forward- Looking Statements:
Statements that are not historical facts, including statements about
(I) operating profits or losses as those discussed in results of operations;
(II) completion dates of facilities; (III) fixed asset expenditures; and
(IV) the successful sale of the balance of the bonds are forward-looking
statements that involve risks and uncertainties. The Company wishes to
caution the reader that factors below, along with the factors set forth
in the Company's May 17, 1999 prospectus and in the Company's other documents
filed with the SEC, have affected and could affect the Company's actual
results causing results to differ materially from those in any forward-looking
statement. These factors include: the acceptance of the Assisted Living
Concept by each of the communities in which they are located, increased
competition in each of the communities, economic outlook whether the economy
improves or slips into recession, technological changes in dealing with
seniors, change in government regulation, the success of strategic decisions
to improve financial performance, the ability of the Company to contain
cost, and the continued increase in the market acceptance of ALF's.
Part II - Other Information
Item 1. Legal proceedings
None
Item 2. Change 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: Other Matters
None
Item 7. Exhibits and reports on Form 8-K
None
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.
Senior Retirement Communities, Inc. (Registrant)
Joanne M. Caldwell-Bayles
Date: August 9, 1999 By: Joanne M. Caldwell-Bayles
Managing Member
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL SINFORMATION EXTRACTED FROM
THE UNAUDITED FINANCIAL STATEMENT OF THE BILTMORE GROUP OF LOUISIANA,
L.L.C. DATED JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERANCE
TO SUCH FINANCIAL STATEMENT.
INFORMATION SET FORTH IN THIS SCHEDULE DOES NOT CONTAIN ALL OF THE INFORMATION
NECESSASRY AND SHOULD BE READ IN CONJUCTION WITH THE COMPLETE UNAUDITED
FINANCIAL STATEMENT DATED JUNE 30, 1999 INCLUDING FOOTNOTES.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 199,985
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 199,985
<PP&E> 6,573,571
<DEPRECIATION> 16,000
<TOTAL-ASSETS> 6,759,880
<CURRENT-LIABILITIES> 2,978,798
<BONDS> 2,680,809
0
0
<COMMON> 0
<OTHER-SE> 912,863
<TOTAL-LIABILITY-AND-EQUITY> 6,759,880
<SALES> 0
<TOTAL-REVENUES> 9,152
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 184,935
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,400
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (175,783)
<EPS-BASIC> (.16)
<EPS-DILUTED> (.16)
</TABLE>
