UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
For annual and transitions reports pursuant to sections 13 or 15 (d) of
the Securities Exchange Act of 1934.
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
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 0-13415
CONSOLIDATED RESOURCES HEALTH CARE FUND II
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-1542125
- --------------------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) identification No.)
400 Perimeter Center Terrace, Suite 650, Atlanta, Georgia 30346
- --------------------------------------------------------------------------------
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code 770-698-9040
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited
Partnership Units
Indicate by check mark whether the registrant, (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months, and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulations S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definite proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]
Of the registrant's 15,000 Limited Partnership Units, 14,990 are held
by non-affiliates. The aggregate market value of units held by
non-affiliates is not determinable since there is no public trading
market for Limited Partnership Units and transfers of units are subject
to certain restrictions.
Documents Incorporated by Reference: See Page 28.
SEE INDEX TO EXHIBITS ON PAGE 27
PAGE ONE OF 30 PAGES.
<PAGE>
PART I
ITEM 1. BUSINESS
Consolidated Resources Health Care Fund II (the "Partnership") was
organized on October 31, 1983, as a Limited Partnership under the
provisions of the Georgia Uniform Limited Partnership Act.
At December 31, 1996, the Partnership had three general partners (the
"General Partners"), Consolidated Associates II, ("CA-II") WelCare
Consolidated Resources Corporation of America, serving as the corporate
general partner ("WCRCA" or the "Corporate General Partner") and
WelCare Service Corporation-II as managing general partner ("WSC-II" or
the "Managing General Partner"). At December 31, 1996 WCRCA, a Nevada
corporation, and WSC-II, a Georgia corporation, were both wholly-owned
subsidiaries of Centennial Acquisition Corporation ("CAC"), a Georgia
corporation, which is in turn a wholly-owned subsidiary of Centennial
Healthcare Corporation ("Centennial"). Prior to December 1996, CAC and
Centennial were known as WelCare Acquisition Corp. and WelCare
International, Inc., respectively. CA-II, a Georgia general
partnership, is composed of WCRCA, as the managing general partner, and
individuals who were previously associated with Consolidated Resources
Corporation of America ("CRCA"). On January 30, 1997, all of the stock
of the Corporate General Partner and the Managing General Partner was
sold to Consolidated Partners Corporation, which is wholly-owned by the
president of Centennial, who is also a general partner of CA-II.
On December 7, 1983, a Registration Statement on Form S-1 was declared
effective by the Securities and Exchange Commission whereby the
Partnership offered for sale $15,000,000 of Limited Partnership Units.
The Limited Partnership Units represent equity interests in the
Partnership and entitle the holders thereof (the "Limited Partners") to
participate in certain allocations and distributions of the
Partnership. The sale of Limited Partnership Units closed in April
1984, with 15,000 units sold at $1,000 each, for gross proceeds of
$15,000,000 to the Partnership.
The Partnership's primary business and only industry segment is to own,
operate and ultimately dispose of a diversified portfolio of health
care related real properties for the benefit of its Limited Partners.
At December 31, 1996 and 1995, the Partnership owned and operated two
health care facilities, a nursing home and a retirement center, both
located in Columbus, Ohio.
Effective March 1, 1991, the Partnership's nursing home was managed by
Life Care Centers of America, Inc. ("LCCA") and the retirement center
was managed by American Lifestyles, Inc. ("ALI"), a division of LCCA.
LCCA is a privately-owned corporation which manages congregate care
facilities throughout the United States. LCCA and ALI receive a
management fee equal to 5% of gross revenues of the respective
facilities. An affiliate of the Corporate General Partner provides
oversight management services for these facilities and receives an
oversight management fee of 1% of gross revenues.
As of December 31, 1996, the Partnership employed approximately 154
persons, including administrative, nursing, dietary, social services
and maintenance personnel.
The services provided at the Partnership's nursing home consist of
long-term nursing care. Nursing care consists of 24 hour medical
services prescribed by the resident's physician as well as assistance
or supervision with daily activities such as dressing, grooming,
bathing, medication and dietary needs. The retirement center owned by
the Partnership provides apartment living for ambulatory senior
citizens who do not require assistance in their daily activities.
The nursing home is certified to receive benefits under joint Federal
and state funded programs administered by the State of Ohio to provide
medical assistance to the indigent, known generally as the "Medicaid"
program. Benefits under the Federal Health Insurance for the Aged Act
("Medicare") are for skilled care only in those facilities which are
certified for the program.
Medicaid reimbursement formulas vary by state and are established in
accordance with Federal guidelines. Typically, Medicaid provides for
reimbursement for nursing home care of an all-inclusive nature up to
specified limits based on historical costs, with adjustments for
inflation. Federal law requires that Medicaid reimbursement rates be
reasonable and adequate to meet the costs that must be incurred by
efficiently and economically operated facilities in order to provide
care and services in conformity with applicable laws, regulations and
quality and safety standards. Medicaid payments are generally set
prospectively for each facility.
The Medicare and Medicaid programs are subject to statutory and
regulatory changes, administrative rulings, interpretations of policy
and determinations by intermediaries, and to governmental funding
restrictions. Each of these factors may materially increase or
decrease program payments to long-term care facilities and could
adversely affect the operations of the Partnership's nursing facility.
In the operation and sale of properties, the Partnership competes with
a number of individuals and entities, including large, national nursing
home chains and small, locally owned geriatric facilities. Some
competing operators have greater financial resources than the
Partnership or may operate on a nonprofit basis or as charitable
organizations. The Partnership believes that the quality of care
provided, the reputation and physical appearance of facilities and, in
the case of private pay patients, charges for services, are significant
competitive factors which add to the success of its facilities. There
is limited, if any, competition in price with respect to Medicaid and
Medicare patients since revenues for services to such patients are
strictly controlled and based on fixed rates and cost reimbursement
principles. In light of these factors, the Partnership seeks to meet
competition by improving the appearances of and the quality of services
provided at its facilities, establishing a reputation within the local
medical communities for providing competent care services and
continually evaluating the needs of the community and services offered
by other health care providers.
The following table sets forth information regarding the average daily
census and sources of patient and resident revenues at the
Partnership's facilities:
Average Daily Census Revenues for
for Year Ended Year Ended
December 31, 1996 December 31, 1996 (1)
Medicaid 47 28.3% 30.4%
Private Pay 26 15.7% 18.3%
VA, Medicare and Other 20 12.1% 27.4%
Retirement Center (1) 73 43.9% 23.9%
166 100.0% 100.0%
Overall Occupancy Rate 87%
(1) Retirement Center census is 100% private pay.
Because of a changing census mix (i.e. private pay vs. government
reimbursed patients), the occupancy required for a nursing facility to
achieve an operating break-even point cannot be determined precisely.
Generally, a greater ratio of Medicaid patients will require a higher
occupancy to reach a break-even point. On the other hand, a high
Medicare census can drastically reduce the break-even point due to a
higher reimbursement rate.
The retirement center is much like an apartment complex with additional
services provided to attract the elderly including limited
transportation, housekeeping and food services. The Partnership's
retirement center has a net cash flow breakeven occupancy ranging from
75% to 80%. During 1996, the facility exceeded its breakeven occupancy
level.
ITEM 2. DESCRIPTION OF PROPERTY
The following table sets forth the investment portfolio of the
Partnership at December 31, 1996. The buildings of the projects and
the land on which they are located are beneficially owned by the
Partnership in fee, subject in each case to a first deed of trust as
set forth more fully in Item 8, Note 3.
Properties (dollars in 000's)
------------------------------------------------
Net Occupancy
Secured Acquisition Book Rate in Date
Property Debt Cost Value 1996 Acquired
Mayfair
Village Nursing
Care Center
Columbus, OH
100 Licensed
Nursing Home Beds $1,595 $4,323 $1,360(1) 93% February 1985
Mayfair
Retirement
Center
Columbus, OH
91 Units 2,678 4,251 2,080(1) 81% February 1985
$4,273 $8,574 $3,440
(1) A provision was made prior to 1991 to write down the facility to
its net realizable value or estimated fair value at the time of the
write-down as determined by the Corporate General Partner (See Item 8,
Note 5). The amount reflects this write-down.
ITEM 3. LEGAL PROCEEDINGS
The Partnership is not a party to any material pending legal
proceedings, other than ordinary litigation routine to the
Partnership's business.
The Partnership and Southmark reached a settlement which was filed with
the Bankruptcy Court in January 1994 regarding the claims filed by the
Partnership against Southmark and Southmark's suit against the
Partnership. Under this settlement agreement, Southmark released all
claims against the Partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S UNITS OF LIMITED PARTNERSHIP
AND SECURITY HOLDER MATTERS
(A) No market for Limited Partnership Units exists nor is one
expected to develop.
(B) Title of Class Number of Record Unit Holders
Limited Partnership Units 1,596 as of March 28, 1997
(C) There was a distribution of $150,000 paid to the Limited Partners
in 1996. Cumulative distributions paid to the Limited Partners
as of December 31, 1996, were $2,738,103. Future distributions
are dependent on the Partnership's ability to meet its ongoing
obligations. There have been no distributions to the General
Partners. See Liquidity and Capital Resources section of Item 7
- Management's Discussion and Analysis of Financial Condition and
Results of Operations, for discussion of distributions.
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth a summary of selected financial data for
the Partnership. This summary should be read in conjunction with the
notes to the Partnership's financial statements appearing in Item 8.
Statements of Operations Years Ended December 31,
(dollars in 000's, except per unit figures)
---------------------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
Operating revenue ..............$7,189 $ 6,623 $ 6,091 $ 5,481 $ 4,802
Income (loss) before
extraordinary gain ............. 279 175 185 312 (28)
Net income (loss) .............. 279 5,827 185 312 (28)
Income (loss) before
extraordinary gain per
weighted average Limited
Partnership Unit ............... 17.84 11.21 11.85 19.96 (1.80)
Net income (loss) per weighted
average Limited Partnership
Unit ...................... 17.84 372.93 11.85 19.96 (1.80)
Distribution paid per weighted
average Limited Partnership
Unit ...................... 10.00 10.00 -- -- --
At December 31, (dollars in 000's)
---------------------------------------------------
Balance Sheets 1996 1995 1994 1993 1992
---- ---- ---- ---- ----
Property and equipment, net ....$ 3,440 $ 3,564 $ 3,825 $ 4,075 $ 4,136
Total assets ................... 5,499 5,592 5,980 6,030 5,639
Long-term debt obligations, less
current maturities ............. 4,206 4,261 4,326 4,384 4,436
Partners' equity (deficit) ..... 222 93 (5,584) (5,769) (6,081)
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Certain statements contained in this Management Discussion and Analysis
are not based on historical facts, but are forward-looking statements
that are based upon numerous assumptions about future conditions that
may ultimately prove to be inaccurate. Actual events and results may
materially differ from anticipated results described in such
statements. The Partnership's ability to achieve such results is
subject to certain risks and uncertainties. Such risks and
uncertainties include, but are not limited to, changes in healthcare
reimbursement systems and rates, the availability of capital and
financing, and other factors affecting the Partnership's business that
may be beyond its control.
Results of Operations
Revenue:
1996 compared to 1995
Operating revenues increased $566,525 in 1996 as compared to 1995. The
increase is primarily due to an increase in the nursing facility's
reimbursement from Medicare pursuant to routine cost limit exception
request approved during the period along with favorable changes in
patient mix along with an increase in the volume of higher revenue
therapy services being provided over the prior year. The Partnership's
retirement center experienced a decrease in revenue over the prior year
due to a decrease in occupancy, as a result of its renovation project
initiated in the last calendar quarter of 1996.
1995 compared to 1994
Operating revenues increased by $531,675 in 1995 as compared to 1994.
This increase is primarily due to changes in census mix from Medicaid
to higher rate private pay and Medicare residents, as well as increases
in rates for all payor types at the Partnership's nursing facility.
Expenses:
1996 compared to 1995
Operating expenses increased $367,510 in 1996 as compared to 1995. The
increase is due primarily to inflationary increases at both facilities,
higher costs associated with higher acuity patients and increased
utilization of therapy services at the Partnership's nursing facility.
1995 compared to 1994
Operating expenses increased by $520,663 1995 as compared to 1994.
This increase is primarily due to increased nursing and therapy cost
due to increased Medicare census at the Partnership's nursing facility
as compared to the prior year.
Liquidity and Capital Resources
At December 31, 1996, the Partnership held cash and cash equivalents of
$1,339,758 an increase of $224,458 from the amount held at December 31,
1995. The cash balance will be necessary to meet the Partnership's
current obligations and to fund capital improvements. In addition,
cash balances maintained at the two Partnership facilities will have to
be maintained in accordance with operating reserves established by HUD
through the computation of surplus cash. At December 31, 1996, the
balance of HUD reserved cash at the facilities was $388,611.
The Partnership's two remaining facilities produced sufficient revenues
to meet their operating and debt service obligations as well as provide
additional cash flow to supplement cash reserves. These facilities
should continue to produce positive cash flow in 1997. Capital
expenditures increased from $112,927 in 1995 to $265,094 in 1996 due in
part to the Partnership renovation of the retirement center.
As of December 31, 1996, the Partnership was not obligated to perform
any major capital expenditures or renovations other than its current
project at the retirement center. The Managing General Partner
anticipates that any repairs, maintenance, or capital expenditures will
be financed with cash reserves, HUD replacement reserves and cash flow
from operations.
Due to efforts of the Managing General Partner, the Partnership
distributed $150,000 to the Limited Partners on February 10, 1995. On
February 15, 1996, the Partnership distributed $150,000 to the Limited
Partners. On February 15, 1997, the Partnership distributed $200,100
to the Limited Partners. The Managing General Partner anticipates the
annual distributions from operating cash flow will continue in future
periods. However, the Partnership's ability to make distributions may
be limited by HUD's requirements for surplus cash at both the nursing
facility and retirement center level.
Significant changes have and will continue to be made in government
reimbursement programs, and such changes could have a material impact
on future reimbursement formulas. Based on information currently
available, Management does not believe proposed legislation will have
an adverse effect on the Partnership's operations. However, as health
care reform is ongoing, the long-term effects of such changes cannot be
accurately predicted at the present time.
The Partnership should produce sufficient cash flow to meet its ongoing
operations obligations associated with the two facilities currently
owned by the Partnership. In addition, the Partnership's cash reserves
are considered adequate to meet contingent liabilities related to third
party reimbursements from the operation of the Colorado facilities
previously owned by the Partnership. During 1996, the Partnership did
not receive any demands for payment of any actual or contingent
liabilities related to these previously owned facilities. The
Partnership has no existing lines of credit or assurance of financial
support from the General Partners, should the need arise.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index Page
Number
Report of Independent Certified Public Accountants 9
Consolidated Financial Statements
Balance Sheets - December 31, 1996 and 1995 10-11
Statements of Income
- Years ended December 31, 1996, 1995 and 1994 12
Statements of Partners' Equity (Deficit)
- Years ended December 31, 1996, 1995 and 1994 13
Statements of Cash Flows
- Years ended December 31, 1996, 1995 and 1994 14
Summary of Significant Accounting Policies 15-17
Notes to Consolidated Financial Statements 18-20
The following financial statement schedule for the years ended December
31, 1996, 1995 and 1994 of the Registrant are submitted herewith in
response to Item 14 (a)(2):
Schedule II - Valuation and Qualifying Accounts 22
All other schedules of the Partnership for which provision is made in
the applicable regulations of the Securities and Exchange Commission
are not required under the related instructions, are inapplicable or
have been disclosed in the notes to the consolidated financial
statements and, therefore, have been omitted.
<PAGE>
Report of Independent Certified Public Accountants
The Partners
Consolidated Resources Health Care Fund II and Subsidiaries
We have audited the accompanying consolidated balance sheets of
Consolidated Resources Health Care Fund II and Subsidiaries (limited
partnerships) (the "Partnership") as of December 31, 1996 and 1995, and
the related consolidated statements of income, partners' equity
(deficit), and cash flows for each of the three years in the period
ended December 31, 1996. We have also audited the schedules listed in
the accompanying index. These consolidated financial statements and
schedule are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these consolidated financial
statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial
statements and schedule are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the consolidated financial statements and schedule.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall presentation of the consolidated financial statements and
schedule. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Consolidated Resources Health Care Fund II and Subsidiaries
(limited partnerships) at December 31, 1996 and 1995, and the
consolidated results of their operations and their cash flows for each
of the three years in the period ended December 31, 1996 in conformity
with generally accepted accounting principles.
Also, in our opinion, the schedules presents fairly, in all material
respects, the information set forth therein.
BDO Seidman, LLP
Atlanta, Georgia
March 28, 1997
<PAGE>
- ------------------------------------------------------------------------
Consolidated Resources Health Care Fund II and Subsidiaries
- ------------------------------------------------------------------------
(limited partnerships)
Consolidated Balance Sheets
December 31, 1996 1995
---- ----
Assets
Current
Cash and cash equivalents (Note 8) ........... $ 1,339,758 $ 1,115,300
Accounts receivable, net of allowance for
doubtful accounts .............................. 343,421 565,965
of $53,554 and $73,218 (Note 7)
Prepaid expenses and other ................... 40,184 44,317
Total current assets ........................... 1,723,363 1,725,582
Property and equipment (Notes 3 and 5)
Land ......................................... 178,609 178,609
Buildings and improvements ................... 6,333,497 6,225,690
Equipment and furnishings .................... 666,806 511,590
7,178,912 6,915,889
Less accumulated depreciation .................. (3,738,651) (3,351,815)
Net property and equipment ..................... 3,440,261 3,564,074
Other
Restricted escrows and other deposits (Note 3) 315,012 280,246
Deferred loan costs, net ..................... 20,831 21,867
Total other assets ............................. 335,843 302,113
$ 5,499,467 $ 5,591,769
See accompanying summary of significant accounting policies and notes
to consolidated financial statements.
<PAGE>
- ------------------------------------------------------------------------
Consolidated Resources Health Care Fund II and Subsidiaries
- ------------------------------------------------------------------------
(limited partnerships)
Consolidated Balance Sheets
December 31, ................................... 1996 1995
---- ----
Liabilities and Partners' Equity (Deficit)
Current liabilities
Current maturities of long-term debt
obligations (Note 3).......................... $ 67,222 $ 62,380
Accounts payable ............................. 197,950 335,240
Accrued expenses ............................. 373,500 275,532
Accrued management fees substantially all to
affiliates (Note 2)........................... 254,518 394,918
Other liabilities ............................ 179,130 170,087
Total current liabilities ...................... 1,072,320 1,238,157
Long-term debt obligations, less current
maturities (Note 3) .......................... 4,205,585 4,260,762
Total liabilities .............................. 5,277,905 5,498,919
Commitments and Contingencies (Notes 7 and 8)
Partners' equity (deficit) (Note 4)
Limited partners ............................. 412,271 294,707
General partners ............................. (190,709) (201,857)
Total partners' equity ......................... 221,562 92,850
$ 5,499,467 $ 5,591,769
See accompanying summary of significant accounting policies and notes
to consolidated financial statements.
<PAGE>
- ------------------------------------------------------------------------
Consolidated Resources Health Care Fund II and Subsidiaries
- ------------------------------------------------------------------------
(limited partnerships)
Consolidated Statements of Income
Years ended December 31, 1996 1995 1994
- ------------------------ ---- ---- ----
Revenue
Operating revenue (Note 7) ....... $7,189,448 $6,622,923 $6,091,248
Interest income .................. 29,115 29,356 35,023
Total revenue ...................... 7,218,563 6,652,279 6,126,271
Operating costs and expenses
Operating expenses ............... 5,516,102 5,148,592 4,627,929
Depreciation and amortization .... 389,943 375,742 360,493
Interest (Note 3) ................ 323,011 327,139 331,274
Management fees (Note 2) ......... 414,379 420,899 368,364
Real estate taxes ................ 122,642 120,759 159,035
Partnership administration costs
substantiall all to
affiliates (Note 2) ........... 173,774 83,930 93,909
Total operating costs and expenses . 6,939,851 6,477,061 5,941,004
Income before extraordinary gain ... 278,712 175,218 185,267
Extraordinary gain on
extinguishment of debt (Note 1).... -- 5,651,854 --
Net income ......................... $ 278,712 $5,827,072 $ 185,267
Income per limited partnership unit
before extraordinary gain ......... $ 17.84 $ 11.21 $ 11.85
Extraordinary gain on
extinguishment of debt per limited
partnership unit................... $ -- $ 361.72 $ --
Net income per limited partnership
unit................................ $ 17.84 $ 372.93 $ 11.85
Limited partnership units
outstanding......................... 15,000 15,000 15,000
See accompanying summary of significant accounting policies and notes
to consolidated financial statements.
<PAGE>
- ------------------------------------------------------------------------
Consolidated Resources Health Care Fund II and Subsidiaries
- ------------------------------------------------------------------------
(limited partnerships)
Consolidated Statements of Partners' Equity (Deficit)
Years Ended December 31, 1996, 1995 and 1994
Total
Partners'
Equity
Limited General (Deficit)
Balance, at January 1, 1994 . $(5,327,139) $ (442,350) $(5,769,489)
Net income ................ 177,856 7,411 185,267
Balance, at December 31, 1994 (5,149,283) (434,939) (5,584,222)
Net income ................ 5,593,990 233,082 5,827,072
Distributions (Note 4) .... (150,000) -- (150,000)
Balance, at December 31, 1995 294,707 (201,857) 92,850
Net income ................ 267,564 11,148 278,712
Distributions (Note 4) .... (150,000) -- (150,000)
Balance, at December 31, 1996 $ 412,271 $ (190,709) $ 221,562
See accompanying summary of significant accounting policies and notes
to consolidated financial statements.
<PAGE>
- ------------------------------------------------------------------------
Consolidated Resources Health Care Fund II and Subsidiaries
- ------------------------------------------------------------------------
(limited partnerships)
Consolidated Statements of Cash Flows
Years ended December 31, 1996 1995 1994
Operating activities
Net income .................... $ 278,712 $ 5,827,072 $ 185,267
Adjustments to reconcile net
income to cash
provided by (used in)operating
activities:
Depreciation and amortization 389,943 375,742 360,493
Bad debt expense ............. -- 29,582 3,786
Gain on extinguishment of debt -- (5,651,854) --
Changes in assets and
liabilities:
Accounts receivable ........ 222,544 (8,618) 15,781
Prepaid expenses and other . 4,133 63,912 (70,845)
Accounts payable ........... (137,290) (38,546) (43,879)
Accrued liabilities ........ (33,389) (313,670) (137,276)
Cash provided by operating ...... 724,653 283,620 313,327
activities
Investing activity
Payments for purchases of ..... (265,094) (112,927) (110,615)
property and equipment, net
Financing activities
Net change in restricted ...... (34,766) (40,589) (35,779)
escrows and other deposits
Principal payments on long-term (50,335) (61,060) (53,850)
debt obligations
Distribution paid to limited .. (150,000) (150,000)
partners ........................ --
Cash used in financing activities (235,101) (251,649) (89,629)
Net increase (decrease) in cash . 224,458 (80,956) 113,083
and cash equivalents
Cash and cash equivalents, ...... 1,115,300 1,196,256 1,083,173
beginning of year
Cash and cash equivalents, end of $ 1,339,758 $ 1,115,300 $ 1,196,256
year
See accompanying summary of significant accounting policies and notes
to consolidated financial statements.
<PAGE>
Consolidated Resources Health Care Fund II and Subsidiaries
(limited partnerships)
Summary Of Significant Accounting Policies
Organization
Consolidated Resources Health Care Fund II (the "Partnership") was
organized on October 31, 1983 as a limited partnership under the
provisions of the Georgia Uniform Limited Partnership Act for the
purpose of acquiring, operating and holding for investment and future
capital appreciation income producing, health care related real
properties. As of December 31, 1996, the Partnership owned a nursing
home and a retirement center in Ohio. During 1996, the average
occupancy for the nursing home and retirement center was 93% and 81%,
respectively.
The General Partners of the Partnership are WelCare Consolidated
Resources Corporation of America, serving as the Corporate General
Partner, ("WCRCA" or the "Corporate General Partner"), a Nevada
corporation, WelCare Service Corporation-II, serving as Managing
General Partner, ("WSC-II" or the "Managing General Partner"), a
Georgia corporation, and Consolidated Associates II, ("CA-II"), a
Georgia general partnership (collectively the "General Partners"). At
December 31, 1996, WCRCA and WSC-II were wholly-owned subsidiaries of
Centennial Acquisition Corporation, ("CAC"), formerly WelCare
Acquisition Corp., which in turn is a subsidiary of Centennial
Healthcare Corporation ("Centennial"), formerly WelCare International,
Inc. CA-II is composed of WCRCA, as the Managing General Partner, and
individuals who were associated with Consolidated Resources Corporation
of America ("CRCA"). On January 30, 1997, all of the stock of the
Corporate General Partner and Managing General Partner of the
Partnership was sold to Consolidated Partners Corporation, which is
wholly-owned by the president of Centennial who is also a general
partner of CA-II.
Pursuant to an agreement dated October 30, 1985, CRCA, a Georgia
corporation that initially was the Corporate General Partner of the
Partnership, was merged into a subsidiary of Southmark Corporation
("Southmark"). The name of the surviving Southmark subsidiary was then
changed to Southmark Consolidated Resources Corporation of America
("SCRCA"). Southmark emerged from Chapter 11 bankruptcy on August 10,
1990, and liquidated most of its assets pursuant to a plan of
reorganization. On November 20, 1990, CAC acquired from Southmark all
the stock of SCRCA whose name was then changed to WelCare Consolidated
Resources Corporation of America. Effective January 13, 1992, WSC-II
was added as the Managing General Partner of the Partnership.
The financial statements do not reflect assets the partners may have
outside their interests in the Partnership, nor any personal
obligations including income taxes, of the individual partners.
Consolidation
The consolidated financial statements include the accounts of the
Partnership and the partnerships in which it holds a majority
interest. All significant intercompany balances and transactions have
been eliminated. The amount of minority interest is immaterial.
Property and Equipment
Property and equipment are recorded at cost less appropriate reductions
for permanent declines in net realizable value. Property and equipment
are not adjusted for increases in net realizable value.
Long-lived assets are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be
recoverable. If the sum of the expected future undiscounted cash flows
is less than the carrying amount of the asset, a loss is recognized for
the difference between the fair value and carrying value of the asset.
Depreciation and Amortization
Property and equipment are depreciated using the straight-line method
over lives of 5 to 30 years. Renewals and betterments are capitalized
and repairs and maintenance are charged to operations as incurred.
<PAGE>
Deferred Loan Costs
Deferred loan costs are amortized over the terms of the respective
loans using the straight-line method. Amortization of deferred loan
costs is included in depreciation and amortization expense.
Operating Revenue
Operating revenue is recorded when services are rendered and includes
amounts reimbursable by the Medicaid and Medicare programs. Medicaid
and Medicare revenues are recorded at the applicable net reimbursement
rates; therefore, no contractual adjustments are reported.
Income Taxes
No provision has been made in the consolidated financial statements for
Federal income taxes because under current law, no Federal income taxes
are paid directly by the Partnership. The Partnership reports certain
transactions differently for tax and financial statement purposes.
Allocation of Net Income or Net Loss
The Partnership's net profits and net losses (other than net profits or
net losses from a sale or refinancing of Partnership property), are
allocated 96% to the Limited Partners and 4% to the General Partners.
Distributions are allocated on the basis described in Note 4.
Net losses resulting from a sale or refinancing shall be allocated 99%
to the Limited Partners and 1% to the General Partners. Net profits
resulting from a sale or refinancing shall be allocated in the
following order:
(1) First, 1% to the General Partners and 99% to the Limited Partners
until the net profits allocated to the Limited Partners from such
sale or refinancing equals the excess of the greater of the
following items over their capital account immediately prior to
such sale or refinancing:
(a) zero; or
(b) the Limited Partners' invested capital immediately prior to
such sale or refinancing plus 9% per annum of the Limited
Partners' average invested capital for all fiscal years to
the extent not received through prior distributions of
distributable cash from operations or sale or refinancing
proceeds; or
(c) the amount of sale or refinancing proceeds distributable to
the Limited Partners;
(2) Second, to the General Partners until the net profits allocated
to the General Partners from such sale or refinancing equals the
excess of the greater of the following items over their capital
account immediately prior to such sale or refinancing:
(a) zero; or
(b) the amount of sale or refinancing proceeds distributable to
the General Partners from such sale or refinancing;
(3) Third, any remaining net profits shall be allocated 15% to the
General Partners and 85% to the Limited Partners.
Net Income Per Limited Partnership Unit
Net income per Limited Partnership Unit is computed by dividing net
income allocated to the Limited Partners by the number of Limited
Partnership units outstanding.
Statements of Cash Flows
For purposes of this statement, cash equivalents include U.S.
government securities, commercial paper and certificates of deposit
with original maturities of three months or less.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
- ------------------------------------------------------------------------
Consolidated Resources Health Care Fund II and Subsidiaries
- ------------------------------------------------------------------------
(limited partnerships)
Notes to Consolidated Financial Statements
1. Transactions With Affiliates and Former Affiliates
Amounts claimed payable to former affiliates (primarily Southmark and
the Corporate General Partner), totalled $5,651,854, including accrued
interest, at December 31, 1994. In July 1991 Southmark filed suit
demanding payment of the alleged advances. In 1991, after CAC
affiliate acquired the Corporate General Partner, the Partnership
challenged the validity of some of these payables through claims filed
against the Southmark bankruptcy estate. In 1994, the suits were
settled whereby the Partnership was released of all liabilities to
Southmark (See Note 6). In 1995, the Corporate General Partner forgave
all remaining amounts owed by the Partnership, resulting in a gain on
debt forgiveness of $5,651,854 for the year ended December 31, 1995.
2. Management Fees and Affiliate Transations
An unrelated company manages the nursing home and retirement center for
a fee of 5% of gross operating revenues. Fees totalling $358,667,
$331,034 and $303,511 were paid to the management company for the years
ended December 31, 1996, 1995 and 1994, respectively.
During 1996, 1995 and 1994, an affiliate of the Corporate General
Partner was reimbursed for costs incurred in connection with the
administration of Partnership activities in the amount of $44,364,
$41,005 and $25,850, respectively. In addition, the affiliate was paid
an oversight management fee of 1% of gross operating revenue totalling
$55,712, $89,865 and $64,853 in 1996, 1995 and 1994, respectively,
which are included in the Partnership administration costs on the
accompanying Consolidated Statements of Operations.
Accrued management fees consist of amounts payable to affiliates and
former affiliates and an unrelated management company and resulted from
management fees incurred prior to 1992. During 1996, these amounts
were reduced by amounts due from an affiliate of the Corporate General
Partner.
3. Long-Term Debt Obligations
Long-term debt obligations consisted of:
1996 1995
7.5% note related to Mayfair
Village Nursing Care Center,
collateralized by property and
equipment and insured by the
U.S. Department of Housing and
Urban Development; payable in $1,595,057 $1,607,502
monthly installments of
principal and interest of
$12,050, due January 1, 2020
7.5% note related to Mayfair
Retirement Center,
collateralized by property and
equipment and insured by the
U.S. Department of Housing and
Urban Development; payable in 2,677,750 2,715,640
monthly installments of
principal and interest of
$20,023, due March 1, 2021
4,272,807 4,323,142
Less current maturities 62,380 67,222
$4,205,585 $4,260,762
<PAGE>
- ------------------------------------------------------------------------
Future maturities of long-term debt obligations are as follows:
- ------------------------------------------------------------------------
Amount
1997 $67,222
1998 72,441
1999 78,065
2000 84,125
2001 93,446
Thereafter 3,877,508
$4,272,807
Restricted escrows and other deposits include amounts held by lenders
under various note terms.
The fair value of the Partnership's obligations are estimated on the
quoted market prices for the same or similar issues or on the current
rates offered to the Partnership for debt of the same remaining
maturities. Current rates approximate market rates.
4. Distributions
Distributions to the partners are paid from operations of the
Partnership's properties or from sales or refinancing of properties.
Cash from operations is distributed 96% to the Limited Partners and 4%
to the General Partners. However, no distributions of cash from
operations shall be made to the General Partners in any year until the
Limited Partners have received distributions for such year equal to 9%
of their invested capital.
Distributions of cash from sales and refinancing are made in the
following order:
(a) First, to the Limited Partners in an amount equal to their
invested capital; then,
(b) to the Limited Partners in an amount necessary to provide the
Limited Partners with a 9% cumulative, non-compounded return on
invested capital to the extent not previously received through
distributions of distributable cash from operations; then,
(c) to the General Partners in an amount up to 3% of the sale price
of all properties on a cumulative basis; then,
(d) the balance of such proceeds shall be distributed 15% to the
General Partners and 85% to the Limited Partners.
The Partnership distributed cash of $150,000 to the Limited Partners
for the years ended December 31, 1996 and 1995, respectively. There
were no distributions to the Limited Partners for the year ended
December 31, 1994. Cumulative distributions paid to the Limited
Partners as of December 31, 1996 are $2,738,103. No distributions have
ever been made to the General Partners.
5. Loss on Write-Down of Properties
Prior to 1992, the Partnership recorded write-downs to reduce the
carrying value of certain properties to their estimated net realizable
value as determined by the Corporate General Partner.
The cumulative amount of these write-downs were as follows as of
December 31, 1996 and 1995:
Mayfair Village Nursing Care Center $1,441,848
Mayfair Retirement Center 440,602
$1,882,450
<PAGE>
- ------------------------------------------------------------------------
The net book value of the assets at December 31, 1996 were as follows:
- ------------------------------------------------------------------------
Mayfair Village Nursing Care Center $1,359,686
Mayfair Retirement Center 2,080,575
$3,440,261
6. Southmark Litigation
In November 1990, the Partnership filed claims against Southmark in the
United States Bankruptcy Court for the Northern District of Texas,
Dallas Division (the "Bankruptcy Court"). In August 1991, the
Partnership was served notice that Southmark filed suit against the
Partnership, the Corporate General Partner and partnerships controlled
by affiliates of the Corporate General Partner. In this suit,
Southmark was seeking $4,928,329, alleging a fraudulent, preferential
or post-petition transfer. On October 15, 1991, the Partnership filed
its response, including counterclaims against Southmark, for alleged
fraud and misrepresentation and asserting that in fact Southmark owed
amounts to the Partnership as represented by proof of claims filed
against Southmark's bankrupt estate.
The Partnership and Southmark reached a settlement which was filed with
the Bankruptcy Court in January 1994 regarding the claims filed by the
Partnership against Southmark and Southmark's suit against the
Partnership. Under this settlement agreement, Southmark released all
claims against the Partnership.
7. Cost Reimbursements
Accounts receivable and operating revenue include amounts estimated by
management to be reimbursable by Medicaid and Medicare under the
provisions of cost reimbursement formulas in effect. Final
determination of amounts earned is subject to audit by the
intermediaries. In the opinion of management, adequate provision has
been made for any adjustments that may result from such audits.
Differences between estimated provisions and final settlement are
reflected as charges or credits to operating revenue in the year
finalized. Medicaid and Medicare programs accounted for approximately
58%, 56% and 57% of operating revenue during 1996, 1995, and 1994,
respectively.
Significant changes have and will continue to be made in government
reimbursement programs, and such changes could have a material impact
on future reimbursement formulas.
Accounts receivable, recorded at net realizable value, relate
principally to amounts due from both the Ohio Medicaid program and
Medicare are as follows:
1996 1995
Ohio Medicaid Program $125,506 $223,504
Medicare 274,708 194,759
Amounts due from the Ohio Medicaid program are paid on an interim and
final basis generally within 30 to 60 days from date of billing.
Amounts due from the Medicare program are generally received within 30
to 60 days on an interim basis with final settlement occurring annually.
8. Concentrations of Credit Risk
At December 31, 1996, the Partnership had cash on deposit at three
banks which exceeded the Federal Deposit Insurance Corporation limit in
the aggregate by $435,289.
<PAGE>
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
SCHEDULE
<PAGE>
- ------------------------------------------------------------------------
Consolidated Resources Health Care Fund II and Subsidiaries
- ------------------------------------------------------------------------
(limited partnerships)
Schedule II - Valuation and Qualifying Accounts
Years Ended December 31, 1996, 1995 and 1994
Balance at Additions Balance at
beginning of charged to Deductions (1) end of year
year costs and
expenses
1996
Allowance for
doubtful accounts $73,218 $ - $(19,664) $53,554
1995
Allowance for
doubtful accounts $43,636 $29,582 $ - $73,218
1994
Allowance for
doubtful accounts $39,850 $ 3,786 $ - $43,636
(1) Represents direct write-offs of receivables.
<PAGE>
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTIONS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership does not have officers or directors. At December 31,
1996, the General Partners of the Partnership were WelCare Consolidated
Resources Corporation of America, Inc. ("WCRCA"), Consolidated
Associates II and WelCare Service Corporation-II ("WSC-II") as Managing
General Partner of the Partnership. The executive officers and
director of WSC-II and WCRCA, who control the affairs of the
Partnership, are as follows:
Name and Position Age Other Principal Occupations and Other
Directionships During the Past 5 Years
J. Stephen Eaton 46 J. Stephen Eaton is also Chairman of the Board and
President, Chief the founder of Centennial HealthCare Corporation
Executive Officer and has served as its President and Chief Executive
and Sole Director Officer since its inception in February 1989. Mr.
Eaton has been involved in the long-term care
industry since 1982. Mr. Eaton also serves
as a director of Saint Joseph's Mercy Care
Corporation, a non-profit corporation based
in Atlanta, Georgia which provides mobile
health services to the homeless and other
underserved populations, and of Saint
Joseph's Health System, a major tertiary care
hospital and health system in Atlanta,
Georgia.
Alan C. Dahl 36 Alan C. Dahl has served as Executive Vice
Vice President President, Chief Financial Officer, and
Chief Financial Director of Centennial HealthCare Corporation
Officer since January 1996. From February 1991 to December
and Treasurer 1995, he served as senior vice president. Mr. Dahl
has been involved in healthcare finance for
the past eleven years. Mr. Dahl was
previously senior vice president of Southmark
Public Syndications, Inc., a subsidiary of
Southmark Corporation. Mr. Dahl, a certified
public accountant, also worked in the tax
department at Arthur Young & Company.
ITEM 11. EXECUTIVE COMPENSATION
No individual principal or principals as a group received any direct
remuneration from the Partnership.
The General Partners are not compensated directly for their services as
general partners of the Partnership. See Item 13 and Note 2 to the
consolidated financial statements appearing in Item 8 for further
discussion of compensation paid to affiliates of the General Partners.
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(A) Security ownership of certain beneficial owners.
No individual or group as defined by Section 13(d)(3) of the
Securities Exchange Act of 1934, known to the Partnership is the
beneficial owner of more than 5% of the Partnership's securities.
(B) Security ownership of management.
The General Partners and their management own less than 1%.
The General Partners are entitled to distributions of cash from
operations and from "other sources" (primarily from the sale or
refinancing of Partnership properties, as set forth in Item 8, Note
4).
(C) Change in control.
On January 30, 1997, all of the stock of the Corporate General
Partner and Managing General Partner of the Partnership was sold to
Consolidated Partners Corporation, which is wholly-owned by the
president of Centennial who is also a general partner of
Consolidated Associates II.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Affiliates and former affiliates of the General Partners, in accordance
with the Partnership Agreement, may receive compensation for services
rendered. The following is a summary of compensation paid to or
accrued for the benefit of the General Partners and affiliates in 1996:
Oversight management and management fees $55,712
Administration of partnership activities (1) $44,364
(1) For reimbursement of expenses incurred by affiliates of the
Corporate General Partner in performing administrative services
including investor relations and accounting. See Note 2 to the
accompanying consolidated financial statements appearing in Item 8.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Form 10-K:
(1) Consolidated Financial Statements included in Part II, Item 8:
Report of Independent Certified Public Accountants
Balance Sheets - as of December 31, 1996 and 1995
Statements of Income - for the Years Ended December 31, 1996,
1995 and 1994
Statements of Partners' Equity (Deficit) - for the Years Ended
December 31, 1996, 1995 and 1994
Statements of Cash Flows - for the Years Ended December 31, 1996,
1995 and 1994
Summary of Significant Accounting Policies
Notes to Consolidated Financial Statements
(2) The following financial statement schedule is included in
Part II, Item 8:
Schedule II - Valuation and Qualifying Accounts
All other schedules are omitted since they are not required, are
not applicable or the financial information required is included in
the financial statements or notes thereto.
<PAGE>
(3) Exhibits:
The following exhibits are incorporated by reference and are an
integral part of this Form 10-K.
Exhibit Number Document Description Page
Number
3.1 Agreement of Limited Partnership of N/A
Consolidated Resources Health Care
Fund II incorporated by reference to
Exhibit A to the Registration
Statement on Form S-1, as amended,
Page A-1, File No. 2-87636, (now File
No. 0-13415).
3.2 Amendment to Agreement of Limited N/A
Partnership of Consolidated Resources
Health Care Fund II incorporated by
reference to Proxy Statement filed on
November 19, 1991, File No. 0-13415.
21 Subsidiaries E
27 Financial Data Schedules E
E - Submitted electronically as a separate document
herewith the Registrant's Form 10-K405
(b) Reports on Form 8-K:
1. None
<PAGE>
- ------------------------------------------------------------------------
SIGNATURES
- ------------------------------------------------------------------------
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
CONSOLIDATED RESOURCES HEALTH CARE
FUND II
(Registrant)
By: WELCARE SERVICE CORPORATION-II
Managing General Partner
Date: APRIL 15, 1997 By: /s/ J. STEPHEN EATON
-------------- --------------------
J. Stephen Eaton,
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons, on behalf of the
Registrant and in the capacities and on the dates indicated:
Date: APRIL 15, 1997 By: /s/ J. STEPHEN EATON
-------------- --------------------
J. Stephen Eaton,
Sole Director and Principal
Executive Officer of the
Managing General Partner
Date: APRIL 15, 1997 By: /s/ ALAN C. DAHL
-------------- --------------------
Alan C. Dahl
Chief Financial Officer
of the Managing
General Partner
EXHIBIT 21
SUBSIDIARIES
Mayfair Village, Ltd.
Mayfair Nursing Care Center, Ltd.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,339,758
<SECURITIES> 0
<RECEIVABLES> 396,975
<ALLOWANCES> 53,554
<INVENTORY> 0
<CURRENT-ASSETS> 1,723,363
<PP&E> 7,178,912
<DEPRECIATION> 3,738,651
<TOTAL-ASSETS> 5,499,467
<CURRENT-LIABILITIES> 1,072,320
<BONDS> 4,205,585
0
0
<COMMON> 0
<OTHER-SE> 221,562
<TOTAL-LIABILITY-AND-EQUITY> 5,499,467
<SALES> 7,189,448
<TOTAL-REVENUES> 7,218,563
<CGS> 5,516,102
<TOTAL-COSTS> 6,616,840
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 323,011
<INCOME-PRETAX> 278,712
<INCOME-TAX> 0
<INCOME-CONTINUING> 278,712
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 278,712
<EPS-PRIMARY> 17.840
<EPS-DILUTED> 17.840
</TABLE>
