FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Mark One)
{ X } QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
For Quarter Ended June 30, 1999 Commission file number 000-17596
Meridian Healthcare Growth and Income Fund Limited Partnership
(Exact Name of Registrant as Specified in its Charter)
Delaware 52-1549486
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
225 East Redwood Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (410) 727-4083
N/A
(Former Name, Former Address, and Former Fiscal Year,
if Changed Since Last Report.)
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 reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
<PAGE>
MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP
INDEX
Page No.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS 2
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Partners' Capital 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-13
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 14
Part II. Other Information
Item 1. through Item 6. 14
Signatures 15
<PAGE>
MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP
Cautionary Statement Regarding Forward Looking Statements
Certain statements contained herein, including certain statements in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" concerning the Fund's business outlook or future economic
performances, anticipated profitability, revenues, expenses or other financial
items together with other statements that are not historical facts are
"forward-looking statements" as that term is defined under the Federal
Securities Law. Forward-looking statements are necessarily estimates reflecting
the best judgement of the party making such statements based upon correct
information and involve a number of risks, uncertainties and other factors which
could cause actual results to differ materially from those stated in such
statements. Risks, uncertainties and factors which could affect the accuracy of
such forward looking statements are identified in the Fund's Prospectus and the
Fund's Registration Statement filed by the Fund with the Securities and Exchange
Commission, and forward looking statements contained herein or in other public
statements of the Fund should be considered in light of those factors. There can
be no assurance that factors will not affect the accuracy of such forward
looking statements.
-2-
<PAGE>
MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP
Consolidated Balance Sheets
(Dollars in thousands)
<TABLE>
<CAPTION>
June 30,
1999 December 31,
(Unaudited) 1998
Assets
Current Assets
<S> <C> <C>
Cash and cash equivalents $ 1,970 $ 2,928
Accounts receivable, net 7,445 7,279
Estimated third-party payor settlements 778 882
Prepaid expenses 390 565
Total current assets 10,583 11,654
Property and equipment, net of accumulated depreciation 33,413 33,653
Other assets - goodwill, net 4,871 4,998
Total assets $ 48,867 $ 50,305
Liabilities and Partners' Capital
Current liabilities
Current portion of long-term debt $ 22,960 $ 720
Accrued compensation and related costs 740 941
Accounts payable and other accrued expenses 2,285 3,184
Estimated third party payor settlements 2,033 2,093
Total current liabilities 28,018 6,938
Deferred management fee payable 875 852
Loan payable to the Development General Partner 1,111 1,086
Long-term debt - 22,616
1,986 24,554
Partners' capital
General partners (128) (128)
Assignee limited partners; 1,540,040
units issued and outstanding 18,991 18,941
Total partners' capital 18,863 18,813
Total liabilities and
partners' capital $ 48,867 $ 50,305
</TABLE>
See accompanying notes to consolidated financial statements
-3-
<PAGE>
MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP
Consolidated Statements of Earnings
(Unaudited)
(Dollars in thousands except per unit amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
Revenues
<S> <C> <C> <C> <C>
Medicaid and Medicare patients $ 10,049 $ 9,821 $ 19,785 $ 19,425
Private patients 2,547 2,677 5,083 5,469
Investment and other income 30 57 65 133
12,626 12,555 24,933 25,027
Expenses
Operating, including $2,845, $1,712,
$4,124 and $3,528 to related parties 9,766 9,963 19,316 19,836
Management and administration fees
to related parties 820 825 1,620 1,623
General and administrative 237 204 488 384
Depreciation and amortization 487 483 984 969
Interest expenses 407 399 822 938
11,717 11,874 23,230 23,750
Net earnings $ 909 $ 681 $ 1,703 $ 1,277
Net earnings per unit of assignee
limited partnership interest-basic
(computed based on 1,540,040
units) $ 0.58 $ 0.44 $ 1.09 $ 0.82
</TABLE>
See accompanying notes to financial statements
-4-
<PAGE>
MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP
Consolidated Statements of Partners' Capital
For the Six Months Ended June 30, 1999 and 1998
(Unaudited)
Dollars in thousands
<TABLE>
<CAPTION>
Assignee
General Limited
Partners Partners Total
<S> <C> <C> <C>
Balance at December 31, 1998 $ (128) $ 18,941 $ 18,813
Net earnings 17 1,686 1,703
Distributions to partners (17) (1,636) (1,653)
Balance at June 30, 1999 $ (128) $ 18,991 $ 18,863
Balance at December 31, 1997 $ (153) $ 16,504 $ 16,351
Net earnings 13 1,264 1,277
Distributions to partners (17) (1,636) (1,653)
Balance at June 30, 1998 $ (157) $ 16,132 $ 15,975
</TABLE>
See accompanying notes to consolidated financial statements
-5-
<PAGE>
MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP
Consolidated Statements of Cash Flows
For the Six Months Ended June 30,
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
1999 1998
Cash flows from operating activities
<S> <C> <C>
Net earnings $ 1,703 $ 1,277
Adjustments to reconcile net earnings to net
cash provided by operating activities
Depreciation and amortization 984 969
Minority interest in net earnings of operating
partnerships 19 12
Increase in loan payable to Development General Partner 25 26
Increase in deferred management fee payable 23 21
Change in other assets and liabilities
Accounts receivable (185) (873)
Estimated third-party payor settlements 44 834
Prepaid expenses 175 204
Accrued compensation and related costs (201) (381)
Accounts payable and other accrued expenses (899) 997
Net cash provided by operating activities 1,688 3,086
Cash flows from investing activities-
additions to property and equipment (617) (237)
Cash flows from financing activities
Repayment of long-term debt (376) (389)
Distributions to partners (1,653) (1,653)
Net cash used in financing activities (2,029) (2,042)
Net increase (decrease) in cash and cash equivalents (958) 807
Cash and cash equivalents
Beginning of period 2,928 2,275
End of period $ 1,970 $ 3,082
</TABLE>
See accompanying notes to consolidated financial statements
-6-
<PAGE>
MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
June 30, 1999
(Unaudited)
NOTE 1 - THE FUND AND BASIS OF PREPARATION
The Fund, through its seven operating partnerships, derives substantially all of
its revenue from extended healthcare provided to nursing center residents
including room and board, nursing care, drugs and other medical services.
The accompanying consolidated financial statements of Meridian Healthcare Growth
and Income Fund Limited Partnership (the "Fund") do not include all of the
information and note disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles. The
unaudited interim consolidated financial statements reflect all adjustments
which are, in the opinion of management, necessary to a fair statement of the
results for the interim periods presented. All such adjustments are of a normal
recurring nature. The unaudited interim financial information contained in the
consolidated financial statements should be read in conjunction with the
consolidated financial statements contained in the 1998 Annual Report.
NOTE 2 - RELATED PARTY TRANSACTIONS
The Fund is obligated to pay the Administrative General Partner an annual
administration fee of the greater of $75,000 per year or 1/2 of 1% of the Fund's
annual revenues. The nursing centers owned by the operating partnerships are
managed by Meridian Healthcare, Inc., an affiliate of the Development General
Partner, under the terms of ten year management agreements which provide for
management fees equal to 6% of the annual revenues of each nursing center.
Certain of the operating partnerships also purchase drugs and medical supplies
and other services from affiliates of the Development General Partner. Such
purchases are in turn billed to patients or third party payors at prices which
on average approximate the nursing center's cost.
Transactions with these related parties for the three months ended June 30,
1999 and 1998 are as follows:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Management and administration fees $ 820,000 $ 825,000
Drug and medical supplies purchases 1,370,000 478,000
Nursing and rehabilitation services 1,475,000 1,234,000
Interest expense on borrowings 23,000 23,000
</TABLE>
Loans outstanding under an arrangement with the Development General Partner to
fund operating deficits generated by the Mooresville, Salisbury and Woodlands
nursing centers were $1,111,000 at June 30, 1999 and $1,086,000 at December 31,
1998.
NOTE 3 - DEBT
On March 3, 1998, the Fund entered into a renewal commitment with a bank to
refinance all of the existing indebtedness. Under the terms of the refinancing,
the mortgages will mature on February 28, 2000 and will bear interest at LIBOR
(5.07% at March 31, 1999) plus 1.55%. The refinancing also extended the
$4,000,000 line of credit commitment until February 28, 2000. There were no
borrowings outstanding under the line of credit commitment at June 30, 1999.
The Fund has classified the balance of the long-term debt as a current liability
on the June 30, 1999 balance sheet as a result of its February 28, 2000 maturity
date. The Fund's managers are in discussion regarding several options for the
extension of the loan balances and line of credit.
NOTE 4 - NET EARNINGS PER UNIT OF ASSIGNEE LIMITED PARTNERSHIP INTEREST
Net earnings per unit of assignee limited partnership interest is disclosed on
the Consolidated Statements of Operations and is based upon 1,540,040 units.
-7-
<PAGE>
MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
The Fund has sufficient liquid assets and other available credit
resources to satisfy its operating expenditures and anticipated routine capital
improvements at each of the seven nursing home facilities.
On March 3, 1998, the Fund entered into a renewal commitment with a
bank to refinance all of the existing indebtedness. Under the terms of the
refinancing, the mortgages will mature on February 28, 2000 and will bear
interest at LIBOR plus 1.55%. The refinancing also extended the line of credit
commitment until February 28, 2000. The Fund has a $4,000,000 line of credit
which is designated for working capital needs and is primarily secured by the
accounts receivable of the Fund. At June 30, 1999, there were no outstanding
borrowings under this line of credit.
The Fund has classified the balance of the long-term debt as a current
liability on the June 30, 1999 balance sheet as a result of its February 28,
2000 maturity date. The Fund's managers are in discussion regarding several
options for the extension of the loan balances and line of credit.
Between 1988 and 1989 the Development General Partner loaned the Fund
$597,000 to support operating deficits generated by the Mooresville, Salisbury
and Woodlands nursing centers during each center's first two years of operation.
Loans outstanding under this arrangement, including interest at 9% per annum,
were $1,111,000 at June 30, 1999. The Fund is obligated to repay these loans
when certain specified financial criteria are met, the most significant of which
is the payment of a preferred return to the assignee limited partners as defined
in the Fund's partnership agreement.
On August 12, 1999, the Fund will make its second quarter 1999 cash
distribution of $826,410 to its partners. This distribution will be funded by
second quarter 1999 operations after payment of approximately $117,360 of upper
tier expenses.
Based on operations through the second quarter and the 1999 budget,
distributions to partners are expected to remain at current levels and be funded
from the cash flow of the seven nursing facilities. The major challenge to the
Fund in the foreseeable future is to control operating expenses in light of
Medicare's conversion to the Prospective Payment System ("PPS"), to maintain a
favorable quality mix of patients and to increase the overall census at each of
the facilities.
Results of operations
Three Months Ended June 30, 1999 vs. Three Months Ended June 30, 1998
Net earnings were $909,000 for the three months ended June 30, 1999
compared to $681,000 for the same period in the prior year, representing an
increase of $228,000 or 33.5%.
The Fund's second quarter 1999 revenues of $12,626,000 increased
$71,000 or .6% over the same period in 1998. Medicare and Medicaid revenues
increased while revenues from Private and Investment and other income reflected
declines.
Medicaid and Medicare revenues increased $228,000 for the three months
ended June 30, 1999 compared to the same period in 1998. This increase is
primarily the result of an increase in the number of Medicare days and an
increase in Medicaid rates. The Medicare census increased 1,641 days or
approximately 17.6% for the second quarter of 1999 compared to 1998 resulting in
increased revenue of $474,000. Medicaid rates increased approximately 8.3%
representing an increase in revenue of approximately $533,000 for the second
quarter of 1999 compared to the same period in 1998. Partially offsetting these
increases has been a decrease in Medicare Part B revenue of $160,000, a decrease
in Medicaid census of 4,067 days which resulted in a decrease in revenue of
$416,000 and a decrease in Medicare rates which negatively impacted revenue by
approximately $203,000.
-8-
<PAGE>
MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of operations (continued)
Private revenue of $2,547,000 for the second quarter of 1999 decreased
$130,000 or 4.8% when compared to the second quarter of 1998. This decrease is
primarily the result of a decrease in Private and Veterans Administration (VA)
patient days and a decrease in insurance rates. Private and VA census decreased
387 and 801 days, in the second quarter of 1999 compared to the same period as
the prior year. Partially offsetting these census decreases was an increase in
Insurance census of 334 days. In the aggregate, the census variances for
Private, VA and Insurance resulted in a decrease in revenue of $59,000. The
average insurance rate decreased approximately 4.8% in the second quarter of
1999 compared to the second quarter of 1998. This insurance rate decline
resulted in an overall revenue decrease of approximately $40,000.
Second quarter 1999 expenses of $11,717,000 decreased $157,000 or 1.3%
from the three months ended June 30, 1998.
Operating expenses decreased $197,000 primarily due to a decrease in
the cost of ancillary services. Ancillary expenses overall decreased $475,000
for the second quarter of 1999 compared to the same period in 1998. This
decrease is primarily due to a decrease in the cost of Physical, Speech,
Occupational and Respiratory therapies. In response to the transition to
Medicare's PPS, the contracts with the therapy providers were renegotiated at
lower rates. Offsetting the decrease in ancillary expense is an increase in
Salaries & Wages and Benefits of $318,000 for the three months ended June 30,
1999 compared to the same period in 1998. This represents a 5% increase and is
primarily the result of annual salary and wage increases.
General and Administrative expense of $237,000 increased $33,000 or
approximately 16% during the second quarter of 1999 compared to the second
quarter of 1998, due to an increase in administrative purchased services costs
incurred for licenses and certifications.
Six Months Ended June 30, 1999 vs. Six Months Ended June 30, 1998
Net earnings for the six months ended June 30, 1999 of $1,703,000
increased $426,000 or 33.4% over the same period in 1998.
Fund revenues decreased $94,000 or .4% during the six months ended June
30, 1999 compared to the same period in the prior year. This overall decrease is
the result of a decline in census and a decrease in Medicare Part B revenue.
Overall census has declined 6,015 days for the six months ended June 30, 1999
compared to the same period in 1998. Private, Medicaid and Veterans reflected
census declines of 1,772 days, 5,752 days and 1,346 days respectively. Partially
offsetting these declines were census increases for insurance of 573 and
Medicare of 2,282. The decline in census resulted in a revenue reduction of
approximately $190,000 during the six months ended June 30, 1999 compared to the
same period in the prior year. Medicare B revenue decreased approximately
$320,000 due to lower utilization and charges resulting from the January 1, 1999
transition to the Medicare PPS. Partially offsetting the decline in census and
Medicare Part B revenue has been an overall increase in rates which grew
approximately 1.7% resulting in increased revenue of approximately $416,000 for
the six months ended June 30, 1999 compared to the same period in 1998.
Overall expenses decreased $520,000 or 2.18% to $23,230,000 for the six
months ended June 30, 1999 compared to $23,750,000 for the same period in 1998.
Operating expenses of $19,316,000 decreased $520,000 or 2.6% for the
six months ended June 30, 1999 compared to the six months ended June 30, 1998,
primarily due to a decrease in ancillary expenses. For the six months ended June
30, 1999 ancillary expenses decreased $1,289,000 or 32% compared to the same
period in 1998, due primarily to a decrease in the cost of Physical, Speech,
Occupational and Respiratory therapies. In response to the transition to PPS,
the contracts with the therapy providers were renegotiated at lower rates.
Offsetting these cost
-9-
<PAGE>
MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of operations (continued)
decreases has been an increase in Salary & Wages and Benefits of $713,000. This
increase is primarily due to annual inflationary increases.
General and Administrative costs increased $104,000 to $488,000 for the
six months ended June 30, 1999 compared to the same period in the prior year.
This increase is primarily due to an increase in the cost of purchased services
in the dietary and administrative departments, an increase in the costs for
licenses and certifications and increased professional fees incurred related to
the potential sale of the Fund's nursing centers that subsequently was
terminated.
Interest expense decreased $116,000 for the six months ended June 30,
1999 compared to the same period in the prior year. As a result of refinancing
the mortgage at lower interest rates. The refinancing took effect on February
28, 1998.
Legislative and Regulatory Issues
All of the Fund's facilities, to the extent required, are licensed
under applicable law. State and local agencies survey the facilities on a
regular basis to determine whether the facilities are in compliance with
governmental operating and health standards and conditions for participation in
government sponsored third party payor programs. On occasion and in the ordinary
course of business, the Fund's facilities receive notices of deficiencies for
failure to comply with various regulatory requirements. In the case of the
College View facility, there have been a series of notices alleging violations.
The reviewing agency may take various adverse actions against the College View
facility including fines, temporary suspension of admission of new patients,
suspension or decertification from participation in the Medicare and Medicaid
programs and, in extreme circumstances, revocation of the facility's license.
While the resolution of this matter is pending, College View is working to
remedy all deficiencies and satisfy the reviewing agency.
Legislative and regulatory action has resulted in continuing changes in
the Medicare and Medicaid reimbursement programs. The changes have limited, and
are expected to continue to limit, payment increases under these programs. Also,
the timing of payments made under the Medicare and Medicaid programs is subject
to regulatory action and governmental budgetary constraints; in recent years,
the time period between submission of claims and payment has increased. 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 those 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 reviews of eldercare
centers or other providers. There can be no assurances that adjustments from
Medicare or Medicaid audits will not have a material adverse effect on the Fund.
Pursuant to the Balanced Budget Act commencing with cost reporting
periods beginning on July 1, 1998, PPS began to be phased in for skilled nursing
facilities at a per diem rate for all covered Part A skilled nursing facility
services as well as many services for which payment may be made under Part B
when a beneficiary who is a resident of a skilled nursing facility receives
covered skilled nursing facility care. The consolidated per diem rate is
adjusted based upon the Resource Utilization Group ("RUG"). In addition to
covering skilled nursing facility services, this consolidated payment will also
cover rehabilitation and non-rehabilitation ancillary services. Physician
services, certain nurse practitioner and physician assistant services, among
others, are not included in the per diem rate. For the first three cost
reporting periods beginning on or after July 1, 1998, the per diem rate will be
based on a blend of a facility specific rate and a federal per diem rate. In
subsequent periods, and for facilities first receiving payments for Medicare
services on or after October 1, 1995, the federal per diem rate will be used
without any facility specific blending.
-10-
<PAGE>
MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Legislative and Regulatory Issues (continued)
The Balanced Budget Act also required consolidated billing for skilled
nursing facilities. Under the Balanced Budget Act, the skilled nursing facility
must submit all Medicare claims for Part A and Part B services received by its
residents with the exception of physician, nursing, physical assistant and
certain related services, even if such services were provided by outside
suppliers. Medicare will pay the skilled nursing facilities directly for all
services on the consolidated bill and outside suppliers of services to residents
of the skilled nursing facilities must collect payment from the skilled nursing
facility. Although consolidated billing was scheduled to begin July 1, 1998 for
all services, it has been delayed until further notice for beneficiaries in a
Medicare Part A stay in a skilled nursing facility not yet using PPS and for the
Medicare Part B stay. There can be no assurance that the Fund will be able to
provide skilled nursing services at a cost below the established Medicare level.
Under PPS, the reimbursement for certain speech, occupational, physical
and respiratory therapy services provided to nursing facility patients is a
component of the total reimbursement to the nursing facility allowed per
patient. Medicare reimburses the skilled nursing facility directly for all
rehabilitation services and the outside suppliers of such services to residents
of the skilled nursing facility must collect payment from the skilled nursing
facility. Under PPS, a per provider limit of $1,500 applies to all
rehabilitation therapy services provided under Medicare Part B ($1,500 for
physical and speech-language pathology services, and a separate $1,500 for
occupational therapy services). Additionally Medicare Part B therapy services
are no longer being reimbursed on a cost basis; rather, payment for each service
provided is based on fee screen schedules published in November 1998. As a
result of the implementation of PPS, the Fund has to date experienced a
substantial reduction in Medicare B therapy revenues.
The Balanced Budget Act also repealed the Boren Amendment federal
payment standard for Medicaid payments to Medicaid nursing facilities effective
October 1, 1997. The Boren Amendment required Medicaid payments to certain
health care providers to be reasonable and adequate in order to cove the costs
of efficiently and economically operated health care facilities. States must now
use a public notice and comment period in order to determine rates and provide
interested parties a reasonable opportunity to comment on proposed rates and the
justification for and the methodology used in calculating such rates. There can
be no assurance that budget constraints or other factors will not cause states
to reduce Medicaid reimbursement to nursing facilities and pharmacies or that
payments to nursing facilities and pharmacies will be made on a timely basis.
The law also grants greater flexibility to states to establish Medicaid managed
care projects without the need to obtain a federal waiver. Although these waiver
projects generally exempt institutional care, including nursing facilities and
institutional pharmacy services, no assurances can be given that these projects
ultimately will not change the reimbursement system for long-term care,
including pharmacy services from fee-for-service to managed care negotiated or
capitated rates. The Fund anticipates that federal and state governments will
continue to review and assess alternative health care delivery systems and
payment methodologies.
In July 1998, the Clinton Administration issued a new initiative to
promote the quality of care in nursing homes. This initiative includes, but is
not limited to (I) increased enforcement of nursing home safety and quality
regulations; (ii) increased federal oversight of state inspections of nursing
homes; (iii) prosecution of egregious violations of regulations governing
nursing homes; (iv) the publication of nursing home survey results on the
Internet; and (v) continuation of the development of the Minimum Data Set
("MDS"), a national automated clinical data system. Accordingly, with this new
initiative it may become more difficult for eldercare facilities to maintain
licensing and certification. The Fund may experience increased costs in
connection with maintaining its licenses and certifications as well as increased
enforcement actions. In addition, beginning January 1, 1999, outpatient therapy
services furnished by a skilled nursing facility to a resident not under a
covered Part A stay or to nonresidents who receive outpatient rehabilitation
services will be paid according to the Medicare Physician Fee Schedule.
-11-
<PAGE>
MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Year 2000 Compliance
The Development General Partner ("DGP) has implemented a process to
address its Year 2000 compliance issues. The process includes (i) an inventory
and assessment of the compliance of the essential systems and equipment of the
Fund and of Year 2000 mission critical suppliers, customers, and other third
parties, (ii) the remediation of non- compliant systems and equipment, and (iii)
contingency planning. The DGP is in the process of conducting its inventory,
assessment and remediation of its information technology ("IT") systems and
equipment and non-IT systems and equipment (embedded technology) and has
completed approximately 96% of its internal inventory and assessment and
approximately 80% of the systems and equipment of critical suppliers, customers
and other third parties.
With respect to the Year 2000 compliance of critical third parties, the
Fund derives a substantial portion of its revenues from the Medicare and
Medicaid programs. Congress' General Accounting Office ("GAO") concluded in
September 1998 that it would be highly unlikely that all Medicare systems will
be compliant on time to ensure the delivery of uninterrupted benefits and
services into the Year 2000. While the Fund does not receive payments directly
from Medicare, but from intermediaries, the GAO statement is interpreted to
apply as well to these intermediaries. Recently, the HCPA Administrator asserted
that all systems necessary to make payments to fiscal intermediaries would be
compliant. The Administrator provided further assurance that intermediary
systems would also be compliant well in advance of the deadline. Additionally,
most intermediaries have reported to the Fund that they are either already
compliant or will be prior to the end of 1999. Nonetheless, the DGP intends to
actively confirm the Year 2000 readiness status for each intermediary and to
work cooperatively to ensure appropriate continuing payments for services
rendered to all government-insured patients.
The DGP is remediating its critical IT and non-IT systems and
equipment. The DGP has also begun contingency planning in the event that
essential systems and equipment fail to be Year 2000 compliant. The Fund is
planning to be Year 2000 compliant for all of its essential systems and
equipment by October 31, 1999, although there can be no assurance that it will
achieve its objective by such date or by January 1, 2000, or that such potential
non-compliance will not have a material adverse effect on the Fund's business,
financial condition or results of operations. In addition there can be no
assurance that all of the Fund's critical suppliers and other third parties will
be Year 2000 compliant by January 1, 2000, or that such potential non-compliance
will not have a material adverse effect on the Fund's business, financial
condition or results of operations.
The DGP currently estimates that its aggregate costs directly related
to Year 2000 compliance efforts will be approximately $1,600,000, of which
approximately $1,000,000 has been spent through June 30, 1999. The DGP's Year
2000 efforts are ongoing and its overall plan and cost estimations will continue
to evolve, as new information becomes available. The Fund's analysis of its Year
2000 issues is based in part on information from third party suppliers; there
can be no assurance that such information is accurate of complete.
The failure of the DGP or third parties to be fully Year 2000 compliant
for essential systems and equipment by January 1, 2000 could result in
interruptions of normal business work operations. The Fund's potential risks
include (i) the inability to deliver patient care related services in the Fund's
facilities and/or in non-affiliated facilities, (ii) the delayed receipt of
reimbursement from the Federal or State governments, private payors, or
intermediaries, (iii) the failure of security systems, elevators, heating
systems or other operational systems and equipment of the Fund's facilities and
(iv) the inability to receive critical equipment and supplies from vendors. Each
of these events could have a material adverse affect on the Fund's business,
results of operations and financial condition.
Contingency plans for the DGP's Year 2000-related issues continue to be
developed and include, but are not limited to, identification of alternate
suppliers, alternate technologies and alternate manual systems. The DGP is
planning to have contingency plans completed for essential systems and equipment
by October 31, 1999; however, there can be no assurance that it will meet this
objective by such date or by January 1, 2000.
-12-
<PAGE>
MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Year 2000 Compliance (continued)
The Year 2000 disclosure set forth above is intended to be a "Year 2000
Statement" as such term is defined in the Year 2000 Information and Readiness
Disclosure Act of 1998 (the "Year 2000 Act") and, to the extent such disclosure
relates to Year 2000 processing of the Fund or to products or services offered
by the Fund, is also intended by be "Year 2000 Readiness Disclosure" as such
term is defined in the Year 2000 Act.
-13-
<PAGE>
MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP
PART I. FINANCIAL INFORMATION
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The market risk associated with financial instruments and derivative
financial and commodity instruments is the risk of loss from adverse changes in
market prices or rates. The Fund's market risk arises primarily from interest
rate risk relating to its long-term borrowings which bear interest at LIBOR plus
1.55% of a designated bank. Long-term borrowings are classified as a current
liability since they have a February 28, 2000 maturity date. The Fund does not
expect that it will make borrowings under its line of credit and intends to
continue reducing the outstanding balance of its long-term borrowings in
accordance with its amortization schedule. Assuming that the outstanding balance
were to remain unchanged from that at June 30, 1999 ($22,960,000) a 1% increase
in the LIBOR rate of interest would reduce the Fund's net earnings by
approximately $230,000 on an annualized basis.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Inapplicable
Item 2. Changes in Securities and Use of Proceeds
Inapplicable
Item 3. Defaults upon Senior Securities
Inapplicable
Item 4. Submission of Matters to a Vote of Security Holders
Inapplicable
Item 5. Other Information
Inapplicable
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits: Financial Data Schedule
b) Reports on Form 8-K: None
-14-
<PAGE>
MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
MERIDIAN HEALTHCARE GROWTH AND INCOME FUND
LIMITED PARTNERSHIP
DATE: 8/10/99 By: /s/ John M. Prugh
John M. Prugh
President and Director
Brown-Healthcare, Inc.
Administrative General Partner
DATE: 8/10/99 By: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Treasurer
Brown-Healthcare, Inc.
Administrative General Partner
-15-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with legend, if applicable)
</LEGEND>
<CIK> 0000826682
<NAME> Meridian Healthcare Growth
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-1-1999
<PERIOD-END> JUN-30-1999
<EXCHANGE-RATE> 1
<CASH> 1,970,000
<SECURITIES> 0
<RECEIVABLES> 7,445,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,583,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 48,867,000
<CURRENT-LIABILITIES> 28,018,000
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 48,867,000
<SALES> 0
<TOTAL-REVENUES> 24,933,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 22,408,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 822,000
<INCOME-PRETAX> 1,703,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,703,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,703,000
<EPS-BASIC> 1.090
<EPS-DILUTED> 0.000
</TABLE>
