<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Ended March 31, 1998
Commission File No. 1-14114
RETIREMENT CARE ASSOCIATES, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Colorado 43-1441789
- ------------------------------ -----------------------------------
(State or Jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
6000 Lake Forrest Drive, Suite 200, Atlanta, Georgia 30328
----------------------------------------------------------
(Address of Principal Executive Offices)
(404) 255-7500
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such report(s), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [ X ] No [ ]
There were 14,798,525 shares of the Registrant's $.0001 par value Common Stock
outstanding as of March 31, 1998.
<PAGE> 2
RETIREMENT CARE ASSOCIATES AND SUBSIDIARIES
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1998
INDEX
<TABLE>
<CAPTION>
Page(s)
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Introduction ..................................... 3
Consolidated Statements of Operations
(Unaudited) - Three Months Ended
March 31, 1998 and March 31, 1997................. 4
Consolidated Statements of Operations
(Unaudited) - Nine Months Ended
March 31, 1998 and March 31, 1997................. 5
Consolidated Balance Sheets - (Unaudited)
March 31, 1998 and (Audited) June 30, 1997 ....... 6 - 7
Consolidated Statements of Cash Flows
(Unaudited) - Nine Months Ended March 31,
1998 and March 31, 1997........................... 8
Notes to Consolidated Financial
Statements (Unaudited) ........................... 9 - 12
Item 2. Managements' Discussion and Analysis of
Results of Operations and Financial
Condition ........................................ 13 - 17
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ................................ 18
Item 6. Exhibits and Reports on Form 8-K ................. 19
Signatures ....................................... 20
</TABLE>
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<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
INTRODUCTION - CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements included herein have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures have been condensed or omitted
pursuant to such rules and regulations. In the opinion of Management, all
adjustments, which were of a normal recurring nature, necessary to present
fairly the consolidated financial position and results of operations and cash
flows for the periods presented have been included. These consolidated financial
statements should be read in conjunction with the financial statements and the
notes thereto included in the Annual Report on Amended Form 10-K/A, Retirement
Care Associates, Inc. (the "Company") for the fiscal year ended June 30, 1997,
File No. 1-14114.
The Company restated its financial information for periods commencing June 30,
1996 through the nine months ended March 31, 1997, as reflected in the Company's
Quarterly Reports on Forms 10-Q/A for the quarters ended September 30, 1996,
December 31, 1996 and March 31, 1997. Adjustments and reclassifications were
necessary to correct entries relating to (i) receivables due from third-party
payors, (ii) the Company's inventory for such periods, (iii) provisions for
doubtful accounts, (iv) provisions for contractual allowances for third-party
payors, (v) provisions for accrued liabilities, and (vi) pre-recorded operating
leases (collectively, the "Restated Entries").
Certain statements in this Form 10-Q are "forward-looking statements" made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements involve a number of risks and
uncertainties. Factors which may cause the Company's actual results in future
periods to differ materially from forecast results include, but are not limited
to: general economic and business conditions, both nationally and in the regions
in which the Company operates; industry capacity; demographic changes; existing
government regulations and changes in, or the failure to comply with, government
regulations; legislative proposals for reform; the ability to enter into lease
and management contracts and arrangements on acceptable terms; changes in
Medicare and Medicaid reimbursement levels; liability and other claims asserted
against the Company; competition; changes in business strategy or development
plans; the ability to attract and retain qualified personnel; the significant
indebtedness of the Company; and the availability and terms of capital to fund
the expansion of the Company's business, including the acquisition of additional
facilities.
The financial information included in this report has been prepared by the
Company, without audit, and should not be relied upon to the same extent as
audited financial statements.
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<PAGE> 4
RETIREMENT CARE ASSOCIATES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
<TABLE>
<CAPTION>
March 31, March 31,
1998 1997
<S> <C> <C>
REVENUES
Patient service revenue $ 72,743,493 $ 53,044,270
Medical supply revenue 9,338,426 11,815,392
Management fee revenue:
From affiliates 361,631 525,001
From others 48,036 107,579
Other operating revenue 626,103 307,614
83,117,689 65,799,856
EXPENSES
Cost of patient services 52,899,755 36,301,053
Cost of medical supplies sold 5,886,281 8,023,127
Lease expense 5,214,327 3,668,546
General and administrative 14,878,159 10,026,455
Depreciation and amortization 1,637,279 1,668,117
Interest 4,728,931 3,424,921
Provision for bad debt 524,827 848,000
85,769,559 63,960,219
(LOSS) BEFORE MINORITY INTEREST
AND INCOME TAXES (2,651,870) 1,839,637
Minority interest 215,000 (125,900)
Income (loss) before income taxes (2,436,870) 1,713,737
Income tax provision -- 420,000
Net income (loss) (2,436,870) 1,293,737
Preferred stock dividends 30,000 90,000
Income (loss) applicable to
common stock (2,466,870) 1,203,737
BASIC AND DILUTED NET INCOME (LOSS) PER
COMMON SHARE (.17) .08
WEIGHTED AVERAGE SHARES OUTSTANDING 14,795,480 14,075,232
</TABLE>
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<PAGE> 5
RETIREMENT CARE ASSOCIATES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED MARCH 31, 1998 AND 1997
<TABLE>
<CAPTION>
March 31, March 31,
1998 1997
<S> <C> <C>
REVENUES
Patient service revenue $ 208,073,082 $ 142,969,704
Medical supply revenue 31,696,160 34,592,701
Management fee revenue:
From affiliates 1,235,000 1,777,500
From others 144,110 347,701
Other operating revenue 1,527,376 2,493,323
242,675,728 182,180,929
EXPENSES
Cost of patient services 151,475,580 101,622,310
Cost of medical supplies sold 21,421,123 23,356,604
Lease expense 16,091,951 9,683,743
General and administrative 43,113,784 32,630,996
Depreciation and amortization 5,010,110 4,181,243
Interest 12,880,147 8,576,528
Provision for bad debt 905,718 2,148,000
250,898,413 182,199,424
(LOSS) BEFORE MINORITY INTEREST
AND INCOME TAXES (8,222,685) (18,495)
Minority interest 90,000 (139,400)
(Loss) before income taxes
and extraordinary item (8,132,685) (157,895)
Income tax (benefit) (1,340,000) (40,000)
(Loss) before extraordinary item (6,792,685) (117,895)
Extraordinary item, less applicable
income taxes -- (490,000)
Net (Loss) (6,792,685) (607,895)
Preferred stock dividends 105,000 2,236,777
(Loss) applicable to
common stock (6,897,685) (2,844,672)
BASIC AND DILUTED (LOSS) PER COMMON
SHARE BEFORE EXTRAORDINARY ITEM (.47) (.17)
BASIC AND DILUTED NET (LOSS) PER
COMMON SHARE (.47) (.21)
WEIGHTED AVERAGE SHARES OUTSTANDING 14,745,825 13,484,106
</TABLE>
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<PAGE> 6
RETIREMENT CARE ASSOCIATES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS AS OF
MARCH 31, 1998 AND AUDITED AT JUNE 30, 1997
<TABLE>
<CAPTION>
Unaudited Audited
March 31, June 30,
1998 1997
<S> <C> <C>
ASSETS
CURRENT
Cash and cash equivalents $ 2,298,093 $ 3,637,878
Accounts receivable 52,169,007 40,391,377
Inventory 10,369,350 7,255,289
Deferred tax asset 4,567,234 4,408,733
Income tax receivables 5,065,431 4,065,431
Note and accrued interest receivable 75,000 75,000
Restricted Bond Fund 6,475,218 3,068,276
Prepaid expenses and other 507,117 2,009,467
Total current assets 81,526,450 64,911,451
PROPERTY AND EQUIPMENT 160,324,578 150,492,221
OTHER ASSETS
Investments in unconsolidated affiliates 1,043,433 734,514
Deferred lease and loan costs 12,810,921 13,065,759
Goodwill 15,991,514 16,357,532
Advances due from non-affiliates 869,138 1,421,405
Advances due from affiliates 11,897,266 1,411,379
Restricted bond funds 4,782,943 3,689,969
Other assets 2,658,924 3,286,736
Total other assets 50,054,139 39,967,294
$291,905,167 $255,370,966
</TABLE>
-6-
<PAGE> 7
RETIREMENT CARE ASSOCIATES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1998 AND AUDITED AT JUNE 30, 1997
<TABLE>
<CAPTION>
Unaudited Audited
March 31, June 30,
1998 1997
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Lines of credit $ 26,670,005 $ 9,935,036
Current maturities of long-term debt 16,826,034 11,454,059
Loans payable to affiliates -- 1,478,368
Accounts payable 43,960,589 34,076,015
Accrued expenses 23,544,099 18,417,258
Deferred gain 40,000 40,000
Total current liabilities 111,040,727 75,400,736
Deferred gain 151,370 181,370
Deferred income taxes 1,098,929 1,098,929
Long-term debt and capitalized leases,
less current maturities 148,514,614 141,674,131
Minority interest 4,480,389 4,520,953
Redeemable convertible preferred stock 1,200,000 1,800,000
Shareholders' equity
Common stock, $.0001 par value;
300,000,000 shares authorized; 14,798,525
and 14,489,888 shares outstanding 1,479 1,450
Preferred stock 2,786,000 3,250,000
Additional paid-in capital 45,885,564 43,799,617
Retained earnings (23,253,905) (16,356,220)
Total shareholders' equity 25,419,138 30,694,847
Total liabilities and shareholders' equity $ 291,905,167 $ 255,370,966
</TABLE>
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<PAGE> 8
RETIREMENT CARE ASSOCIATES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR
THE NINE MONTHS ENDED MARCH 31, 1998 AND 1997
<TABLE>
<CAPTION>
March 31, March 31,
1998 1997
<S> <C> <C>
OPERATING ACTIVITIES
Net (loss) $ (6,792,685) $ (607,895)
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation and amortization 5,010,110 4,181,243
Provision for bad debts 905,718 2,148,000
Amortization of deferred gain (30,000) (180,000)
Minority interest (215,000) 139,400
Deferred income taxes (1,340,000) (319,641)
Changes in current assets and liabilities
net of effects of acquisitions:
Accounts receivable (12,683,348) (21,314,820)
Inventory (3,114,061) (4,212,762)
Prepaid expense and other assets 2,130,162 (3,559,907)
Accounts payable and accrued expenses 15,192,914 13,158,812
Increase in deferred lease and loan costs (4,067,891)
Cash (used in) operating activities (936,190) (14,635,461)
INVESTING ACTIVITIES
Purchase of property and equipment (13,327,849) (41,765,378)
Issuance of advances to affiliates (11,964,255) 14,316,661
Restricted bond funds (4,499,916) (3,679,070)
Changes in marketable equity securities -- (862,201)
Change in receivable 552,267 (290,694)
Deferred loan and lease cost (893,762) --
Investment in unconsolidated subsidiaries (308,919) (237,714)
Cash (used in) investing activities (30,442,434) (32,518,396)
FINANCING ACTIVITIES
Dividends on preferred stock (105,000) (150,000)
Redemption of preferred stock (600,000) (600,000)
Net proceeds from issuance of:
Line of credit 16,734,969 6,042,367
Common stock 2,085,976 1,080,628
Long-term debt 14,102,069 37,196,676
Preferred Stock (464,000) 9,340,000
Payments on long-term debt (1,715,175) (1,644,579)
Purchase and retirement of common stock (3,800,403)
Cash provided by financing activities 30,038,839 47,464,689
Net increase (decrease) in cash and
cash equivalents (1,339,785) 310,832
Cash and cash equivalents, beginning of year 3,637,878 45,365
Cash and cash equivalents, end of year $ 2,298,093 $ 356,197
</TABLE>
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<PAGE> 9
RETIREMENT CARE ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1: BASIS OF PRESENTATION
The consolidated financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. 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 such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading. These consolidated financial
statements and the notes thereto should be read in conjunction with the
consolidated financial statements included in the Company's Annual Report on
Amended Form 10-K/A for the fiscal year ended June 30, 1997, File No 1-14114.
In the opinion of management of the Company, the accompanying unaudited
consolidated financial statements contain all necessary adjustments to present
fairly the financial position, the results of operations and cash flows for the
periods reported. All adjustments are of a normal recurring nature.
NOTE 2: RESTATEMENT
The consolidated financial statements for the nine months ended March 31, 1997,
as originally reported, reflected certain balances which were subsequently
determined to be incorrect and, accordingly, the consolidated financial
statements for the nine months ended March 31, 1997 were restated as follows (in
thousands):
<TABLE>
<CAPTION>
As Previously Reported As Restated
---------------------- -----------
<S> <C> <C>
Revenues $182,181 $182,181
Operating Expenses $188,365 $182,199*
Net Earnings (Loss)
applicable to common stock $ (4,369) $ (608)
Shareholders' Equity $ 36,790 $ 36,780
</TABLE>
- -------------------
* Restated Operating Expenses included (in thousands) (i) a reduction in the
accrual for employee benefits of $3,700, (ii) restated inventory of $1,955,(iii)
a reduction in the provision for doubtful accounts of $580, and (iv) restated
general and administrative expenses of $74.
NOTE 3. ACCOUNTS RECEIVABLE AND COST REIMBURSEMENTS
Accounts receivable and operating revenue include net amounts reimbursed by
Medicaid under the provisions of cost reimbursement formulas in effect. The
Company operates under a prospective payment system with Medicare, under which
annual rates are assigned based on estimated reimbursements. Differences between
estimated provisions and final settlement are reflected as adjustments to future
rates.
-9-
<PAGE> 10
RETIREMENT CARE ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 4. INVENTORIES
Inventories consisting mainly of medical supplies, are valued at the lower of
cost (first in, first out) or market.
NOTE 5: ADVANCES TO AFFILIATES
At March 31, 1998 and June 30, 1997, the Company had advances to
(from) affiliates totaling approximately ($11,897,266) and $66,991,
respectively, and are due on demand.
NOTE 6. LONG-TERM DEBT
Long-term debt consisted of the following:
<TABLE>
<CAPTION>
March 31, June 30,
1998 1997
------------ ------------
<S> <C> <C>
Amounts outstanding under Revenue Bonds
secured by retirement facilities $ 81,400,000 $ 74,675,000
Other debt secured by retirement and
nursing facilities 40,390,000 40,700,380
Other debt 21,577,846 15,780,008
Capitalized leases 21,972,802 21,972,802
Totals 165,340,648 153,128,190
Current maturities 16,826,034 11,454,059
Total long-term debt $148,514,614 $141,674,131
</TABLE>
In connection with the bond indentures underlying the revenue bonds, the Company
is required to meet certain covenants, including monthly sinking fund deposits,
adequate balances in debt service reserve funds, timely payment of tax
obligations and adequate insurance coverage. At March 31, 1998, the Company was
in default under several of these covenants, including the failure to make
monthly payments to the bond sinking funds for certain of the facilities and
inadequate debt service reserves for certain of the facilities. The Company is
also delinquent with regard to the payment of property taxes at several
facilities. The bond indentures underlie industrial development revenue bonds,
municipal revenue bonds and housing development mortgage bonds that, together,
totalled approximately $50,785,000 at June 30, 1997. The following table
includes the bonds that were in default as of June 30, 1997:
<TABLE>
<CAPTION>
AMOUNT
BOND TRUSTEE OUTSTANDING
---- -------------- -----------
<S> <C> <C>
Jacksonville Series 1996....................... Sentinel Trust $ 8,370,000
Jacksonville Series 1994....................... Sentinel Trust 1,955,000
Dublin, Georgia IDA Series A and B............. Sentinel Trust 2,740,000
Highland County IDA Series A and B............. Sentinel Trust 4,230,000
Cove Springs 1994.............................. Sentinel Trust 1,650,000
Dade City, Florida............................. Sentinel Trust 6,230,000
Rome-Floyd 1996 Series A and B................. Sentinel Trust 2,665,000
Walton County.................................. Sentinel Trust 11,925,000
Americus-Sumpter PDA Series A and B............ Sentinel Trust 1,900,000
Cave Springs 1996.............................. Sentinel Trust 1,555,000
Jackson, Tennessee 1993........................ Sentinel Trust 1,600,000
Jackson, Tennessee 1989........................ Sentinel Trust 3,265,000
Sumner, Tennessee 1989 Series A and B.......... Sentinel Trust 2,695,000
-------------- -----------
TOTAL:............................... $50,785,000
</TABLE>
The Company generally has a grace period of 30 days to cure defaults after
receipt of written notification from the bond trustee, and no such written
notification has been received. The Company believes that it is probable that,
upon receipt of such written notification, the Company could cure such defaults
within the 30 day grace period.
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<PAGE> 11
On December 15, 1997, HCFP Funding, Inc. ("HCFP"), the Company and certain
subsidiaries of the Company entered into a loan and security agreement, pursuant
to which HCFP granted to the Company a $14 million revolving line of credit (the
"HCFP Loan"). The HCFP Loan is secured by a priority lien on all of the
Company's accounts receivable and bears interest at a rate of prime plus 2%. The
outstanding principal and interest under the HCFP Loan are due on December 15,
2001, and the HCFP Loan may be renewed for one-year periods thereafter upon the
mutual written agreement of the parties.
NOTE 7: ANCILLARY SERVICE AGREEMENTS
The Company has entered into various agreements with Sun Healthcare Group, Inc.
("Sun") to provide ancillary services such as therapy services and
pharmaceutical services to the Company's long-term care facilities. The
agreements provided for the Company to cause all of its facilities to promptly
take all reasonable action, including, without limitation, terminating existing
contracts with other providers of ancillary services in accordance with the
terms thereof, and to cause all facilities to begin receiving all of their
required ancillary services from Sun or Sun's affiliates as soon as practicable
after November 25, 1997. The Company is notifying all existing ancillary service
providers of the termination of services and expects to receive all such
services from Sun by February 1998. The agreements may not be terminated until
14 days after the termination of the merger agreement with Sun, at which time
either party may freely terminate.
NOTE 8: EARNINGS PER SHARE
The Company and its subsidiaries have adopted the provisions of SFAS 128 for
reporting purposes. Earnings available to common shares has been computed as
net income less all preferred stock dividends earned during the period, whether
or not declared. No additional securities have been included in the
computation of diluted earnings per share as they would be antidilutive. See the
Company's Annual Report for the fiscal year ended June 30, 1997 for a
description of securities which may potentially be dilutive in the future.
NOTE 9: YEAR 2000 DISCLOSURE
The Company has reviewed all of its current computer applications with respect
to the date change from 1999 to the year 2000, as discussed in the Securities
and Exchange Commission Staff Legal Bulletin No. 5 (the "Year 2000 Issue"). The
Company believes that certain of its applications are substantially in
compliance with the Year 2000 Issue and that any additional costs with respect
to compliance with the Year 2000 Issue will not be material to the Company. The
Company is currently unable to determine the effect of compliance with the Year
2000 Issue by its customers and suppliers.
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<PAGE> 12
NOTE 10: AMENDMENT NO. 3 TO SUN MERGER AGREEMENT.
On November 25, 1997, the Company entered into the third amendment ("Amendment
No. 3") to the Agreement and Plan of Merger and Reorganization (the "Merger
Agreement") between the Company and Sun. Amendment No. 3 changes the exchange
ratio in the Merger Agreement from 0.520 shares of the common stock of Sun for
each share the Company's common stock to that number of shares of the common
stock of Sun having a market value, based on the average closing price for the
common stock of Sun equal to $10.00 per share, subject to adjustment up or down
in event of the significant appreciation or depreciation in the price of the
common stock of Sun. Amendment No. 3 also (i) waives certain responsibilities
and warranties which had become materially incorrect since the date of the
original Merger Agreement; (ii) modifies the definition of "Company Material
Adverse Effect" to related only to changes in the assets and liabilities of the
Company; (iii) contains provisions relating to Sun and its affiliates providing
ancillary services to the Company and its affiliates; (iv) contains provisions
allowing the Company to obtain up to $15 million in working capital financing
under certain conditions; (v) contains provisions relating to certain related
company leases; (vi) modifies the conditions to Sun's obligations to consummate
the merger with the Company related to the Company's representations and
warranties and makes corresponding modifications to Sun's termination rights;
(vii) provides a termination fee payable to the Company in the event Sun's board
of directors changes its recommendation of the merger in a manner adverse to the
Company; (viii) contains certain other technical provisions; and (ix) extends
the date after which either party may freely terminate the Merger Agreement from
November 30, 1997 (or under certain circumstances, December 31, 1997) to June
30, 1998.
NOTE 11: COMMITMENTS AND CONTINGENCIES
The Company is involved in legal proceedings arising in the ordinary course of
business. In addition, the Company is in dispute with the Internal Revenue
Service ("IRS") concerning the application of certain income and payroll tax
liabilities and payments. The IRS contends that the Company is delinquent in the
payment of certain taxes and has assessed taxes, penalties and interest in
connection with the alleged underpayment of approximately $1.2 million. The
Company contends that the IRS has misapplied payments between income and payroll
taxes and between the Company and its affiliates. Based on the opinion of
counsel handling the matter that it is unlikely that a settlement of the dispute
would require a payment materially greater than $400,000 plus interest, the
Company has estimated and accrued in the accompanying financial statements
$400,000 for ultimate settlement of this matter. Further, the Company has
filed lawsuits against the IRS related to this matter. In the opinion of
management, the ultimate resolution of pending legal proceedings and the IRS
dispute will not have a material effect on the Company's financial position or
results of operations.
On November 25, 1997, the Company, Sun and representatives of the plaintiffs
entered into a Memorandum of Understanding ("MOU"). Pursuant to the MOU, Sun has
agreed to pay $9 million into an interest bearing escrow account maintained by
Sun to settle ten putative class action lawsuits ("Actions") filed in the United
States District Court for the Northern District of Georgia against the Company
and certain of its officers and directors. The Company has also agreed to assign
coverage under its directors' and officers' liability insurance policy for these
specific claims to the plaintiffs in the Actions. The payment and assignment
(the "Settlement") is contingent upon the closing of the merger with Sun and
confirmatory discovery and is subject to the execution of definitive
documentation and court approval. Upon satisfaction of the conditions precedent
to the Settlement, all claims by the plaintiffs that were or could have been
asserted by the plaintiffs against the Company or any of the other defendants in
the Actions will be settled and released and the Actions will be dismissed in
their entirety with prejudice in exchange for the release of all funds from the
Escrow Account to the plaintiffs.
The Company has not recorded an accrual of the Settlement in its financial
statements because it is not apparent to the Company's management that a
liability has been incurred or that the Company's assets are impaired as of the
date hereof. The Company cannot establish the amount of potential liability, if
any, to be incurred by the Company because the Actions are still in their
preliminary stages and the Settlement is still contingent on the closing of the
merger with Sun. Although the MOU has been executed with respect to the
Settlement, the Settlement is only effective if the proposed merger with Sun is
consummated. If the proposed merger with Sun is not consummated and the
Settlement becomes null and void, the Company will vigorously defend against the
Actions.
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<PAGE> 13
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31, 1997
The Company's total revenues for the three months ended March 31, 1998, were
$83,117,689 compared to $65,799,856 for the three months ended March 31, 1997.
Due to the increased number of facilities owned or leased by the Company patient
service revenue increased from $53,044,270 for the quarter ended March 31, 1997
to $72,743,493 for the quarter ended March 31, 1998. The Company was operating
101 facilities for the quarter ended March 31, 1998 compared to 86 for the
quarter ended March 31, 1997. The cost of patient services in the amount of
$52,899,755 for the quarter ended March 31,1998 represented 73% of patient
service revenue, as compared to $36,301,053, or 68% of patient service revenue
during the quarter ended March 31,1997.
Medical supply revenue decreased from $11,815,392 during the quarter ended March
31, 1997, to $9,338,426 during the quarter ended March 31, 1998. These revenues,
which are revenues of Contour Medical, Inc. ("Contour"), a majority-owned
subsidiary, decreased primarily due to volume. Cost of medical supplies sold as
a percentage of medical supply revenue decreased 5% from 68% during the quarter
ended March 31, 1997, as compared to approximately 63% during the quarter ended
March 31, 1998. The decrease is primarily attributable to lower costs of product
purchased.
Management fees decreased from $632,580 in the quarter ended March 31, 1997 to
$409,667 in the quarter ended March 31, 1998. As of March 31, 1997, the Company
was managing 20 facilities, and as of March 31, 1998, the Company was only
managing 8 facilities. The reduced number of facilities managed by the Company
is due to the fact that the Company leased three long-term facilities and four
assisted living/independent facilities and purchased one long-term care facility
and two assisted living/independent living facilities from Messrs. Brogdon and
Lane. In addition, two third-party assisted living/independent living facilities
cancelled their management contracts with the Company. The Company purchased and
leased these facilities to reduce the affiliated receivable due the Company and
to increase the number of facilities owned or leased, rather than just managed,
by the Company. Management anticipates that the number of facilities only
managed by the Company will continue to decline as a result of the acquisition
of such facilities by the Company.
Owning or leasing a facility is distinctly different from managing a facility
with respect to operating results and cash flows. For an owned or leased
facility, the entire revenue/expense stream of the facility is recorded on the
Company's income statement. In the case of a management agreement, only the
management fee is recorded. The expenses associated with management revenue are
somewhat indirect as the infrastructure is already in place to manage the
facility. Therefore, the profitability of managing a facility appears more
lucrative on a margin basis than that of an owned/leased facility. However, the
risk of managing a facility is that the contract generally can be canceled on a
relatively short notice, which results in loss of all revenue attributable to
the contract. Furthermore, with an owned or leased property the Company benefits
from the increase in value of the facility as its performance increases. With a
management contract, the owner of the facility maintains the equity value. From
a cash flow standpoint, a management contract is more lucrative because the
Company does not have to support the ongoing operating cash flow of the
facility.
-13-
<PAGE> 14
Most of the revenue from the management services division of the Company's
business is received pursuant to management agreements with entities controlled
by Messrs. Brogdon and Lane, two of the Company's officers and directors. These
management agreements have three to five year terms and are terminable on 60
days notice with or without cause by either the Company or the owners.
Therefore, Messrs. Brogdon and Lane have full control over whether or not these
management agreements, and thus the management service revenue, continue in the
future.
Other operating revenue increased from $307,614 during the quarter ended March
31, 1997, to $626,103 during the quarter ended March 31, 1998. The increase was
primarily the Company's percentage of the net income of an unconsolidated
subsidiary recorded by the Company on the equity method.
Lease expense increased from $3,668,546 for the quarter ended March 31, 1997, to
$5,214,327 for the quarter ended March 31, 1998. This increase is primarily
attributable to the increased numbers of facilities that the Company has leased.
General and administrative expenses for the three months ended March 31, 1998
was $14,878,159, representing 18% of total revenues, as compared to $10,026,455,
representing 15% of total revenues, for the three months ended March 31, 1997.
The increase in the dollar amount is primarily due to the general and
administrative expenses related to operating the additional facilities owned or
leased by the Company, and approximately $650,000 was due to legal, accounting
and other costs related to the pending merger with Sun Healthcare Group, Inc.
Interest expense increased from $3,424,921 during the quarter ended March 31,
1997, to $4,728,931 during the quarter ended March 31, 1998, as a result of the
increased amount of debt carried by the Company as a result of acquisitions
consummated during the preceding twelve months. At March 31, 1997, the Company
had approximately $151 million in long-term debt, as compared to approximately
$165 million in long-term debt at March 31, 1998.
For the quarter ended March 31, 1998, the Company received no income tax
benefit, as compared to a tax benefit of $420,000 which represents an effective
tax benefit of 25% for the quarter ended March 31, 1997.
The Company had a net loss of $2,436,870 for the quarter ended March 31, 1998,
compared to net income of $1,293,737 for the quarter ended March 31, 1997. The
change is attributable to a deterioration in the Company's operations as a
result of the pendency of and delays associated with the merger with Sun,
including higher-than-normal turnover, and costs associated with the integration
and operation of the Company's recently-acquired Virginia and North Carolina
facilities (including certain regulatory compliance problems).
NINE MONTHS ENDED MARCH 31, 1998 COMPARED TO THE NINE MONTHS ENDED
MARCH 31, 1997
The Company's total revenues for the nine months ended March 31, 1998, were
$242,675,728 compared to $182,180,929 for the nine months ended March 31, 1997.
Due to the increased number of facilities owned or leased by the Company,
patient service revenue increased from $142,969,704 for the nine months ended
March 31, 1997 to 208,073,082 for the nine months ended March 31, 1998. The
Company was operating 101 facilities for the nine months ended March 31, 1998,
compared to 86 for the nine months ended March 31, 1997. The cost of patient
services in the amount of 151,475,580 for the nine months ended March 31, 1998,
represented 73% of patient service revenue, as compared to 101,622,310 or 71% of
patient service revenue during the nine months ended March 31, 1997.
Medical supply revenue decreased from 34,592,701 during the nine months ended
March 31, 1997, to 31,696,160 during the nine months ended March 31, 1998. The
decrease in amount is primarily a result of increases in the cost of products
sold and increased competition in the
-14-
<PAGE> 15
medical supply industry, which has decreased the sale price of most products.
These revenues, which are revenues of Contour Medical, Inc., ("Contour"), a
majority-owned subsidiary, decreased primarily due to volume. Cost of medical
supplies sold as a percentage of medical supply revenue was approximately 68%
during the nine months ended March 31, 1998 as compared to approximately 68% of
such revenue during the same period last year.
Management fees decreased from 2,125,201 in the nine months ended March 31, 1997
to $1,379,110 in the nine months ended March 31, 1998. As of March 31, 1997, the
Company was managing 20 facilities, and as of March 31, 1998, the Company was
only managing 8 facilities. The reduced number of facilities managed by the
Company is due to the fact that the Company leased three long-term care
facilities and four assisted living/independent living facilities and purchased
one long-term care facility and two assisted living/independent living
facilities from Messrs. Brogdon and Lane. In addition, two third-party assisted
living/independent living facilities cancelled their management contracts with
the Company. The Company purchased and leased these facilities to reduce the
affiliated receivable due the Company and to increase the number of facilities
owned or leased, rather than just managed by the Company. Management anticipates
that the number of facilities only managed by the Company will continue to
decline as a result of the acquisition of such facilities by the Company.
Owning or leasing a facility is distinctly different from managing a facility
with respect to operating results and cash flows. For an owned or leased
facility, the entire revenue/expense stream of the facility is recorded on the
Company's income statement. In the case of a management agreement, only the
management fee is recorded. The expenses associated with management revenue are
somewhat indirect as the infrastructure is already in place to manage the
facility. Therefore, the profitability of managing a facility appears more
lucrative on a margin basis than that of an owned/leased facility. However, the
risk of managing a facility is that the contract generally can be cancelled on a
relatively short notice, which results in loss of all revenue attributable to
the contract. Furthermore, with an owned or leased facility the Company benefits
from the increases in value of the facility as its performance increases. With a
management contract, the owner of the facility maintains the equity value. From
a cash flow standpoint, a management contract is more lucrative because the
Company does not have to support the ongoing operating cash flow of the
facility.
Most of the revenue from the management services division of the Company's
business is received pursuant to management agreements with entities controlled
by Messrs. Brogdon and Lane, two of the Company's officers and directors. These
management agreements have three to five year terms and are terminable on 60
days notice with or without cause by either the Company or the owners.
Therefore, Messrs. Brogdon and Lane have full control over whether or not these
management agreements, and thus the management service revenue, continue in the
future.
Other operating revenue decreased from $2,493,323 for the nine months ended
March 31, 1997, compared to $1,527,376 for the nine months ended March 31, 1998.
The decrease is primarily a result of one-time referral fees of $650,000
received from a building contractor, and approximately $580,000 in interest
income from affiliated companies included in the March 31, 1997 amount.
General and administrative expenses for the nine months ended March 31, 1998
were $43,113,784 representing 18% of total revenues, as compared to $32,630,
996, representing 18% of total revenues, for the nine months ended March 31,
1997. The increase in the dollar amount is primarily due to the general and
administrative expenses related to operating the additional facilities owned or
leased by the Company, and approximately $1,450,000 was due to legal and
accounting expenses related to the pending merger with Sun.
Interest expense increased from $8,576,528 during the nine months ended March
31, 1997, to $12,880,147 during the nine months ended March 31, 1998, as a
result of the increased amount of debt carried by the Company as a result of
acquisitions made over the last twelve months. At March 31, 1997 the Company had
approximately $151 million in long-term debt, as compared to approximately $165
million in long-term debt at December 31, 1998.
For the nine months ended March 31, 1998, the Company received an income tax
benefit of $1,340,000, as compared to a tax benefit of $40,000 for the nine
months ended March 31, 1997.
The net loss of $6,792,685 for the nine months ended March 31, 1998, compares to
a net loss of $607,895 for the nine months ended March 31, 1997. The increased
loss is attributable to the fact that the Company's operations have deteriorated
as a result of the pendency of and delays associated with the merger with Sun,
including higher-than-normal turnover, and costs associated with the integration
and operation of the Company's recently-acquired Virginia and North Carolina
facilities (including certain regulatory compliance problems.)
-15-
<PAGE> 16
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1998 the Company had a deficit of $29,514,277 in working capital
compared to a deficit of $10,489,285 at June 30, 1997.
The funds needed to reduce the increasing deficit in working capital could be
provided by increased efforts to collect accounts receivable, possible
refinancing of selected facilities, extended payment terms to major vendors for
food and supplies, and increased control over expenses.
During the nine months ended March 31, 1998, cash used by operating activities
was $936,190, as compared to $14,635,461 during the nine months ended March 31,
1997. The cash used during the nine months ended March 31, 1998 was primarily
due to the net loss of $6,792,685, for the nine months ended March 31, 1998;
increases in accounts receivable of $12,683,348 from Medicare settlements,
increases in receivables on the 11 facilities added in the fourth quarter of the
year ended June 30, 1997 and increases in Contour accounts receivable; increases
in Contour inventory of $3,114,061 for primarily two new distribution centers.
Cash provided by operating activities was primarily depreciation and
amortization of $5,010,110 on facilities, increases in accounts payable and
accrued expenses of $15,192,914 from 11 facilities added in the fourth quarter
of the year ended June 30, 1997.
Cash flows used in investing activities during the nine months ended March 31,
1998, totaled $30,442,434 as compared to $32,518,396 during the nine months
ended March 31, 1997. The company expended $13,327,849 on the purchase of
property and equipment including the purchase of a long-term care facility for
$5,400,000 on October 1, 1997 from individuals who are officers and directors of
the Company. The facility was subject to bond debt of $4,285,000. The Company
applied the remaining purchase price of $1,115,000 against the advance to the
facility of $919,148 from the Company, thereby resulting in an advance from the
facility of $195,852 due to the Company. The Company paid $4,499,916 for
restricted bond funds on facilities and advanced $11,964,255 to affiliated
companies. The advances are due on demand. The Company issues advances and notes
receivable to affiliated companies controlled by Messrs. Brogdon and Lane to
finance working capital deficits and capital expenditures of facilities which
are managed by the Company. In the opinion of the Company's Board of Directors,
these advances represent a good use of the Company's funds because they enable
such affiliated companies to develop their properties, increase census revenue
and increase the fair market value of the facilities, which gives the Company
greater assurances that the facilities will continue to pay management fees to
the Company. Further, as census revenues increase, management fees payable to
the Company will likewise increase. In addition, as properties mature and
develop, they may be acquired by the Company with a portion of the purchase
price payable through the cancellation of advances and notes receivable due the
Company.
Cash provided by financing activities during the nine months ended March 31,
1998, totaled $30,038,839 as compared to $47,464,689 during the nine months
ended March 31, 1997. Sources of cash included additional lines of credit of
$16,734,969 which included $14,000,000 from Health Care Financial Partners, an
unrelated third party. The interest rate on the line of credit is prime plus 2%
and is due on December 15, 2001, collateralized by a first lien on accounts
receivable of the Company. The Company incurred long-term debt of $14,102,069
including $5,000,000 from Sun and $4,285,000 of bond debt on the acquisition of
a long-term care facility from two individuals who are officers and directors of
the Company. The bond debt is due 2015, with an interest rate of 9.5%. Sources
of cash also included proceeds from issuance of stock options of $2,085,976.
Cash used in financing activities primarily consisted of $464,000 in payments on
long-term debt, $600,000 in redemption of Series AA Preferred Stock, and
$105,000 in dividends on preferred stock.
On September 30, 1994, the Company purchased a majority of the stock of Contour
in exchange for shares of the Company's common stock and preferred stock. The
Company is obligated to redeem the preferred stock issued in the transaction
over five years for $3,000,000 in cash. The Company paid $600,000 on September
30, 1997 pursuant to this obligation. Management intends to fund future
redemptions from cash flow generated from operations.
The Company believes that its long-term liquidity needs will generally be met by
income from operations. If necessary, the Company believes that it can obtain an
extension of its current line of credit and/or other lines of credit from
commercial sources. Except as described above, the Company is not aware of any
trends, demands, commitments or understandings that would impact its liquidity.
The Company maintains various lines of credit with interest rates ranging from
prime plus .25% to prime plus 2.0%. At December 31, 1997, the Company had
approximately $3,500,000 in unused credit available under such lines.
-16-
<PAGE> 17
IMPACT OF PENDING FEDERAL HEALTH CARE LEGISLATION
Management is uncertain what the financial impact will be of the pending federal
health care reform package since the legislation has not been finalized.
However, based on information which has been released to the public thus far,
management doesn't believe that there will be cuts in reimbursements paid to
nursing homes.
Legislative and regulatory action at the state and federal level has resulted in
continuing changes in the Medicare and Medicaid reimbursement programs. The
changes have limited payment increases under those programs. Also, the timing of
payments made under Medicare and Medicaid programs are subject to regulatory
action and governmental budgetary constraints. Within the statutory framework of
the Medicare and Medicaid programs, there are substantial areas subject to
administrative rulings and interpretations which may further affect payments
made under these programs. Further, the federal and state governments may reduce
the funds available under those programs in the future or require more stringent
utilization and quality review of health care facilities.
-17-
<PAGE> 18
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1997, as amended, includes information in Part I, Item 3 - Legal
Proceedings, with regard to litigation commenced during the quarter ended
September 30, 1997 as well as information regarding the period covered by such
report. The Company's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 1997, as amended, includes information in Part II, Item 1 -
Legal Proceedings, with regard to litigation commenced during the quarter ended
December 31, 1998 as well as information regarding the period covered by such
report. Such information is incorporated herein by this reference.
On December 30, 1997, the Company and Theratx, Inc. ("Theratx") settled
the lawsuit filed by Theratx against the Company for an aggregate amount of $2.5
million, which amount includes payment for additional services rendered
subsequent to the filing of the original complaint by Theratx.
On December 15, 1997, judgment was entered against the Company and
Capitol Care Management Company, Inc., a subsidiary of the Company ("Capitol
Care"), for the full amount of the damages claimed (plus interest and fees) by
CMS Therapies, Inc. ("CMS") in CMS' lawsuits against the Company and Capitol
Care. On March 27, 1998, these matters were settled for the aggregate amount of
$2.4 million, which amount includes interest and fees.
On December 10, 1997, a derivative complaint was filed by Brickell
Partners ("Brickell") in the United States District Court for the District of
Colorado, naming the Company's directors, Christopher Brogdon, Edward E. Lane,
Darrell C. Tucker, Julian S. Daley and Harlan Mathews, as defendants and the
Company as a nominal defendant. The complaint alleges causes of action for
breach of fiduciary duty and gross negligence against the director defendants.
The defendants responded to the complaint on March 6, 1998 by filing a motion to
transfer the action to the United States District Court for the Northern
District of Georgia and filing motions to dismiss based upon lack of personal
jurisdiction and failure to properly state a cause of action. The Company
intends vigorously to defend this action.
The Company has purchased and maintained an insurance policy from
Cincinnati Insurance Company ("CIC") that provides director's and officer's
("D&O") liability coverage. The amount of D&O coverage under the Company's
policy is capped at $5,000,000 per policy year, and the scope of coverage is
limited by a number of endorsements appended to the D&O policy.
The scope of coverage under the Company's D&O policy and, more
specifically, whether the Company's D&O policy provides coverage for the acts
alleged to have occurred in the pending class action complaints brought on
behalf of the Company's shareholders, are now issues in an action brought by CIC
against the Company. CIC filed its action on
- 18 -
<PAGE> 19
October 10, 1997. That action is captioned The Cincinnati Insurance Company v.
Retirement Care Associates, Inc., Christopher Brogdon, Darrell C. Tucker, Julian
S. Daley, Edward E. Lane, Harlan Mathews and Does 1 through 10, Case No. 1
97-CV-3102-CC (N.D. Ga.). CIC's action seeks: (i) a declaratory judgment that
the SEC Exclusion Endorsement under the D&O policy issued by CIC to the Company
does not provide coverage for losses incurred from the pending class actions;
and, alternatively, (ii) rescission of the D&O policy issued by CIC to the
Company based upon alleged material misrepresentations that the Company made at
the time the policy was renewed.
The parties have agreed to stay any answer and/or response by the
defendants to CIC's complaint until after the consummation of the merger
transaction contemplated in the fourth amendment to the Agreement and Plan of
Merger and Reorganization by and among the Company, Sun Healthcare Group, Inc.
("Sun"), and Peach Acquisition Corporation, a wholly-owned subsidiary of Sun
("Peach"), pursuant to which Peach will be merged with and into the Company (the
"RCA Merger"). This stay has not yet been approved by the Court.
On November 25, 1997, the Company, Sun and representatives of the
plaintiffs to the Company's class action shareholder suits entered into a
Memorandum of Understanding ("MOU"). Pursuant to the MOU, Sun has agreed to pay
$9 million into an interest-bearing escrow account maintained by Sun (the
"Escrow Account") to settle the Actions (the "Settlement"). The Company also
agreed to assign coverage under its directors' and officers' liability
insurance policy, referred to below, for these specific claims to the
plaintiffs. The Settlement is contingent upon the closing of the RCA Merger and
confirmatory discovery and is subject to the execution of definitive
documentation and Court approval. Upon satisfaction of the conditions precedent
to the Settlement, all claims by the class that were or could have been
asserted by the plaintiffs against the Company or any of the other defendants
in the Actions will be settled and released, and the Actions will be dismissed
in their entirety with prejudice in exchange for the release of all funds from
the Escrow Account to the plaintiffs. Court approval of the Settlement will not
be sought unless and until the RCA Merger closes, and therefore, no assurance
can be given that the Settlement will become final even if the RCA Merger is
consummated. On April 28, 1998, the Court denied the plaintiffs, motion for
immediate confirmatory discovery, but ruled instead that if the RCA Merger
closes on or before June 30, 1998, confirmatory discovery must be produced
within 30 days after the Company's Effective Time.
There can be no assurance that additional actions will not be filed
against the Company and its officers and directors. However, the Actions are
styled as class actions, and should the RCA Merger close and the Settlement
become final, any additional class actions would be precluded, although
individual plaintiffs may opt out of the Settlement. There can be no assurance
that the Actions will be settled and dismissed on the terms described herein or
at all. In the event that the RCA Merger does not close, or if the Settlement
is terminated for any reason, then the Company intends to vigorously defend the
Actions, which may result in protracted litigation.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27 - Financial Data Schedule. Filed
herewith electronically.
- 19 -
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
RETIREMENT CARE ASSOCIATES, INC.
DATED: May 15, 1998 By: /s/ Darrell C. Tucker
---------------------------------------
Darrell C. Tucker, Treasurer
-18-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEETS AND STATEMENTS OF OPERATIONS FOUND ON PAGES 4-6 OF RETIREMENT CARE
ASSOCIATES, INC.'S FORM 10-Q FOR THE NINE MONTH PERIOD ENDED MARCH 31, 1998, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> MAR-31-1998
<CASH> 2,298,093
<SECURITIES> 0
<RECEIVABLES> 52,169,007
<ALLOWANCES> 0
<INVENTORY> 10,369,350
<CURRENT-ASSETS> 81,526,450
<PP&E> 160,324,578
<DEPRECIATION> 0
<TOTAL-ASSETS> 291,905,167
<CURRENT-LIABILITIES> 111,040,727
<BONDS> 0
0
2,786,000
<COMMON> 1,479
<OTHER-SE> 22,631,659
<TOTAL-LIABILITY-AND-EQUITY> 291,905,167
<SALES> 31,696,130
<TOTAL-REVENUES> 242,675,728
<CGS> 21,421,123
<TOTAL-COSTS> 21,421,123
<OTHER-EXPENSES> 229,477,290
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,880,147
<INCOME-PRETAX> (8,132,685)
<INCOME-TAX> (1,340,000)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,792,685)
<EPS-PRIMARY> (.47)
<EPS-DILUTED> (.47)
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