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 Septembeer 30, 2000 { } 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 September 30, 2000 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 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 Earnings 4 Consolidated Statements of Partners' Capital 5 Consolidated Statements of Cash Flows 6 Notes to Consolidated Financial Statements 7-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9-12 Item 3. Quantitative and Qualitative Disclosures About Market Risk 13 Part II. Other Information Item 1. through Item 6. 13 Signatures 14 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- MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP Consolidated Balance Sheets (Dollars in thousands) September 30, 2000 December 31, (Unaudited) 1999 ---------------- ---------------- Assets Current Assets Cash and cash equivalents $ 3,105 $ 2,511 Accounts receivable, net 8,239 7,224 Estimated third-party payor settlements 1,012 342 Prepaid expenses 748 478 ---------------- ---------------- Total current assets 13,104 10,555 ---------------- ---------------- Property and equipment, net of accumulated depreciation 32,807 33,346 ---------------- ---------------- Other assets Loan aquisition costs, net 403 - Goodwill, net 4,555 4,745 ---------------- ---------------- 4,958 4,745 ---------------- ---------------- Total assets $ 50,869 $ 48,646 ================ ================ Liabilities and Partners' Capital Current liabilities Current portion of long-term debt $ 367 $ 22,605 Accrued compensation and related costs 573 778 Accounts payable and other accrued expenses 4,269 2,926 Estimated third-party payor settlements 2,007 1,934 ---------------- ---------------- Total current liabilities 7,216 28,243 ---------------- ---------------- Long-term debt 23,505 - Deferred management fee payable 927 894 Loan payable to the Development General Partner 1,176 1,137 ---------------- ---------------- 25,608 2,031 ---------------- ---------------- Partners' capital General partners (135) (132) Assignee limited partners; 1,540,040 units issued and outstanding 18,180 18,504 ---------------- ---------------- Total partners' capital 18,045 18,372 ---------------- ---------------- Total liabilities and partners' capital $ 50,869 $ 48,646 ================ ================ See accompanying notes to consolidated financial statements -3- MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP Consolidated Statements of Earnings (Unaudited) (Dollars in thousands except per unit amounts) Three Months Ended Nine Months Ended ------------------------------------ ----------------------------------- September 30, September 30, September 30, September 30, 2000 1999 2000 1999 ---------------- ---------------- ---------------- ---------------- Revenues Medicaid and Medicare patients $ 11,190 $ 10,210 $ 33,057 $ 29,995 Private patients 2,870 2,397 7,989 7,480 Investment and other income 94 38 247 103 ---------------- ---------------- ---------------- ---------------- 14,154 12,645 41,293 37,578 ---------------- ---------------- ---------------- ---------------- Expenses Operating, including $2,126, $1,718, $6,206 and $4,563 to related parties 11,110 10,067 32,506 29,383 Management and administration fees to related parties 917 822 2,679 2,442 General and administrative 222 232 719 720 Depreciation and amortization 544 522 1,675 1,506 Interest expense 614 427 1,562 1,249 ---------------- ---------------- ---------------- ---------------- 13,407 12,070 39,141 35,300 ---------------- ---------------- ---------------- ---------------- Net earnings $ 747 $ 575 $ 2,152 $ 2,278 ================ ================ ================ ================ Net earnings per unit of assignee limited partnership interest-basic (computed based on 1,540,040 units) $ 0.48 $ 0.37 $ 1.38 $ 1.46 ============== ============== ============== ============== See accompanying notes to consolidated financial statements -4- MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP Consolidated Statements of Partners' Capital For the Nine Months Ended September 30, 2000 and 1999 (Unaudited) Dollars in thousands Assignee General Limited Partners Partners Total ---------------- ---------------- ---------------- Balance at December 31, 1999 $ (132) $ 18,504 $ 18,372 Net earnings 22 2,130 2,152 Distributions to partners (25) (2,454) (2,479) ---------------- ---------------- ---------------- Balance at September 30, 2000 $ (135) $ 18,180 $ 18,045 ================ ================ ================ Balance at December 31, 1998 $ (128) $ 18,941 $ 18,813 Net earnings 23 2,255 2,278 Distributions to partners (25) (2,454) (2,479) ---------------- ---------------- ---------------- Balance at September 30, 1999 $ (130) $ 18,742 $ 18,612 ================ ================ ================ See accompanying notes to consolidated financial statements -5- MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMTIED PARTNERSHIP Consolidated Statements of Cash Flows For the Nine Months Ended September 30, (Unaudited) (Dollars in thousands) 2000 1999 --------------- ---------------- Cash flows from operating activities Net earnings $ 2,152 $ 2,278 Adjustments to reconcile net earnings to net cash provided by operating activities Depreciation and amortization 1,675 1,506 Minority interest in net earnings of operating partnerships 24 26 Increase in loan payable to Development General Partner 39 39 Increase in deferred management fee payable 33 33 Change in other assets and liabilities Accounts receivable (1,039) (273) Estimated third-party payor settlements (597) 364 Prepaid expenses (270) (7) Accrued compensation and related costs (205) (481) Accounts payable and other accrued expenses 1,343 (794) --------------- ---------------- Net cash provided by operating activities 3,155 2,691 --------------- ---------------- Cash flows from investing activities- additions to property and equipment (836) (1,051) --------------- ---------------- Cash flows from financing activities Deferred financing fees (84) - Loan acquisition costs (429) - Net proceeds from issuance of long-term debt 24,000 - Repayment of long-term debt (22,733) (558) Distributions to partners (2,479) (2,479) --------------- ---------------- Net cash used in financing activities (1,725) (3,037) --------------- ---------------- Net increase (decrease) in cash and cash equivalents 594 (1,397) Cash and cash equivalents Beginning of period 2,511 2,928 --------------- ---------------- End of period $ 3,105 $ 1,531 =============== ================ See accompanying notes to consolidated financial statements -6- MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP Notes to Consolidated Financial Statements September 30, 2000 (Unaudited) NOTE 1 - THE FUND AND BASIS OF PREPARATION The Fund owns 98.99% limited partnership interests in each of the seven operating partnerships. 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 1999 Annual Report. NOTE 2 - RELATED PARTY TRANSACTIONS On June 22, 2000, Genesis Health Ventures, Inc. (Genesis) and certain of its subsidiaries and affiliates filed petitions for Chapter 11 bankruptcy protection with the U.S. Bankruptcy Court in Wilmington, Delaware. Meridian Healthcare, Inc., which manages the Fund's nursing centers under the terms of management agreements described below, is a wholly-owned subsidiary of Genesis and was named as a debtor affiliate in the bankruptcy filing. Certain other subsidiaries of Genesis which supply the Fund's nursing centers with drugs, medical supplies, and other services as described below were also included in the bankruptcy filing. The Genesis bankruptcy filing has not had an impact on the Fund's operations, results of operations or financial position. 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 existing 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 and nine months ended September 30, 2000 and 1999 are as follows: Three Months Ended Nine Months Ended Sept. 30, 2000 Sept. 30, 1999 Sept. 30, 2000 Sept. 30, 1999 Management and administration fees $ 917,000 $ 822,000 $2,679,000 $2,442,000 Drug and medical supplies purchases 898,000 763,000 2,621,000 2,133,000 Nursing and rehabilitation services 1,228,000 955,000 3,585,000 2,430,000 Interest expense on borrowings 23,000 21,000 72,000 67,000 The Development General Partner loaned the Fund $597,000, as required by the Cash Flow Deficit Guaranty Agreement, to support the operating deficits generated by the Moorsesville, Salisbury and Woodlands nursing centers during each center's first two years of operations subsequent to the Fund's acquisition of partnership interests. Loans outstanding under an arrangement, including accumulated interest from inception of the loan at 9% per annum, were $1,176,000 at September 30, 2000 and $1,137,000 at December 31, 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. -7- Notes to Consolidated Financial Statements September 30, 2000 (Unaudited) NOTE 3 - DEBT The Fund closed its mortgage loan refinancing with a new bank for loans totaling $24,000,000 on June 12, 2000. The renewal terms became effective on June 12, 2000 and provide for a term of five years at an interest rate of 9.75%. Monthly payments of $229,886 are based on a 25-year amortization schedule with a balloon payment due at the end of the 5-year term. Prior to the effective date of the new loan terms on June 12, 2000, the mortgage loans bear interest at LIBOR plus 1.55%. The Fund also replaced its $4,000,000 line of credit facility with the same lender under the terms similar to the mortgage loan terms above. 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. -8- 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 closed its mortgage loan refinancing with a new bank for loans totaling $24,000,000 on June 12, 2000. The renewal terms became effective on June 12, 2000 and provide for a term of five years at an interest rate of 9.75%. Monthly payments are based on a 25-year amortization schedule with a balloon payment due at the end of the 5-year term. The Fund also replaced its $4,000,000 line of credit facility with the same lender under terms similar to the mortgage loan terms described above. The Fund's working capital (excluding the current portion of long-term debt) increased $109,000 to $6,255,000 at September 30, 2000 as compared to $6,146,000 at June 30, 2000. 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. Cash flow from operating activities was $3,155,000 for the nine-month period ended September 30, 2000 as compared to $2,691,000 for the same period of 1999. Cash used from investing activities for the nine-month period ended September 30, 2000 was $836,000 and included improvements to the Fund's seven operating facilities. Similar improvements made during the first nine months of 1999 were $1,051,000. Cash flows from financing activities through the first half of 2000 included proceeds from the issuance of the Fund's new long-term debt of $24,000,000, repayment of long term debt of $22,733,000, an extension fee paid to the prior lender of $84,000, new loan acquisition costs of $429,000 and distributions to partners totaling $2,479,000. The Fund believes that the short-term liquidity needs will be met through expected cash flow from operations and available working capital from the existing line of credit. Between 1988 and 1999 the Development General Partner loaned the Fund $597,000 to support operating deficits generated by the Mooresville, Salisbury and Woodlands nursing centers during each centers' first two years of operation. Loans outstanding under this arrangement, including interest at 9% per annum, were $1,176,000 at September 30, 2000. On November 13, 2000 the Fund will make its third quarter 2000 distribution to partners of $826,410. This distribution was fully funded by third quarter 2000 operations. Management believes based on the 2000 budget that operations from the seven nursing centers will be sufficient to fund a similar quarterly distribution for the fourth quarter. Preliminary discussions regarding 2001 operations would indicate a similar quarterly distribution policy into 2001. 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, to maintain a quality mix of patients and to increase the overall census at each of the facilities. -9- Results of Operations On June 22, 2000, Genesis Health Ventures, Inc. (Genesis) and certain of its subsidiaries and affiliates filed petitions for Chapter 11 bankruptcy protection with the U.S. Bankruptcy Court in Wilmington Delaware. Meridian Healthcare, Inc., which manages the Fund's nursing centers under the terms of management agreements described in note 2 of the Fund's September 30, 2000 unaudited consolidated financial statements, is a wholly-owned subsidiary of Genesis and was named as a debtor affiliate in the bankruptcy filing. Certain other subsidiaries of Genesis which supply the Fund's nursing centers with drugs, medical supplies, and other services were also included in the bankruptcy filing. The Genesis bankruptcy filing has not had an impact on the Fund's operations, results of operations or financial position nor is it expected to. Three Months Ended September 30, 2000 vs Three Months ended September 30, 1999 Net earnings were $747,000 for the three months ended September 30, 2000 as compared to $575,000 for the same period in the prior year representing a increase of $172,000 or 30%. The Fund's third quarter 2000 revenues of $14,154,000 increased $1,509,000 or 11.9% over the same period in 1999. Medicare and Medicaid revenues increased $980,000, Private revenue increased $473,000 with the remaining increase coming from Investment and other Income. The $980,000 increase in Medicaid and Medicare revenue for the three months ended September 30, 2000 as compared to the same period in 1999 is primarily the result of Medicaid and Medicare rate increases. Medicaid revenue for the three months ended September 30, 2000 increased $837,000 over the same period in 1999. This increase is primarily due to an overall Medicaid rate increase of approximately 13.7% driven primarily by the four Maryland centers. The Maryland centers received their annual rate adjustment in July of 1999 and a second Medicaid rate increase in October 1999 which was implemented to reflect a modification to the state reimbursement program. Medicare revenue increased $143,000 for the third quarter of 2000 compared to the same period in the prior year. The increase in Medicare revenue is primarily due to a 2.3% increase in Medicare census and a rate increase of 2.2%. The $473,000 increase in private revenue was primarily the result of higher rates from private pay and insurance customers. Rates paid by private paying customers increased 16.6% for the third quarter of 2000 compared to 1999, primarily due to increased ancillary utilization and inflationary room and board rate increases. Rates received from insurance companies increased 30.4% for the three months ended September 30, 2000 compared to the same period in 1999, primarily due to an increase in the clinical needs of the customers being referred from the insurance payers. Third quarter 2000 expenses of $13,407,000 increased $1,337,000 or 11.1% from the three months ended September 30, 1999. Operating expenses increased $1,043,000 or 10.4% for the three months ended September 30, 2000 compared to the same period in 1999, primarily due to nursing and ancillary expenses. Nursing expenses overall increased $366,000 for the third quarter 2000 compared to the same period in 1999. This increase is due to increased salary and wages and an increase in the utilization of temporary nurse staffing. For the quarter ended September 30, 2000 compared to the same period in the prior year nursing salary and wages increased $175,000 and temporary nurse staffing expenses increased $147,000. The increases in salary and wages and the increased utilization of temporary nurse staffing is the result of an overall shortage of nurses within the healthcare industry. Ancillary expenses overall increased $357,000 for the third quarter of 2000 compared to the same period in 1999. This increase is primarily due to the increasing utilization of therapy services and the increasing cost of prescription drugs and medical supplies. Therapy costs increased $189,000 and drug and medical supply costs increased $157,000 in the third quarter of fiscal year 2000 as compared to the same period in 1999. The remaining increase in operating cost is due to higher bad debt charges and general inflationary cost increases. -10- Results of operations (continued) Management and administrative fees increased $95,000 or 11.6% for the third quarter of 2000 as compared to the same period in 1999. This growth in these fees is caused by increased management fees expense. The growth in the management fee is a result of increases in revenues as the management fee is calculated as a percentage of the Fund's net revenue. Interest expense for the third quarter of 2000 compared to the third quarter of 1999 increased $187,000 or 43.8%. This increase is a result of the refinancing of the Fund's mortgage which increased both the principal balance and raised the interest rate. The refinancing was effective June 12, 2000. Nine Months Ended September 30, 2000 vs Nine Months Ended September 30, 1999 Net earnings for the nine months ended September 30, 2000 were $2,152,000 representing a decrease of $126,000 or 5.5% compared to the same period in 1999. Fund revenues of $41,293,000 increased $3,715,000 or 9.9% for the nine months ended September 30, 2000 as compared to the same period in the prior year. Medicaid and Medicare revenue increased $3,062,000 and Private revenue increased $509,000 for the nine month period ended September 30, 2000 compared to the same period in 1999. The $3,062,000 increase in Medicaid and Medicare revenue for the nine months ended September 30, 2000 as compared to the same period in 1999 is primarily the result of a Medicaid rate increase and an increase in the number of Medicare days. Medicaid revenue for the nine months ended September 30, 2000 increased $1,574,000 over the same period in 1999. This increase was primarily due to an overall Medicaid rate increase of approximately 11.7% driven primarily by the four Maryland centers. The Maryland centers received their annual rate adjustment in July of 1999 and a second Medicaid rate increase in October 1999 which was implemented to reflect a modification to the state reimbursement program. Medicare revenue increased $1,488,000 for the first nine months of fiscal year 2000 compared to the same period in the prior year. The increase in Medicare revenue is primarily due to the increase in Medicare census and the increased utilization of Medicare Part B services. The Medicare census increased 3,952 days or 12.4% for the nine months end September 30, 2000 compared to the nine months ended September 30, 1999. Medicare Part B revenue of $465,000 increased $196,118 or 72.8% due to an increase in Part B utilization. Overall expenses increased $3,841,000 or 10.9% to $39,141,000 for the nine months ended September 30, 2000 as compared to $35,300,000 for the same period in 1999. Operating expenses of $32,506,0000 increased $3,123,000 or 10.6% for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. This increase is primarily due to the increased cost of nursing services and ancillary costs. Nursing costs increased $1,247,000 for the nine months ended September 30, 2000 as compared to the same period in 1999. This increase is primarily due to increases in salary and wages and the increased utilization of temporary nurse staffing. Salary and wage expense for nurses increased $297,000 and temporary nurse staffing expense increased $892,000 for the nine months ended September 30, 2000 compared to the same period in the prior year. The increase in nursing salary and wages and utilization of temporary nurse staffing is a result of an overall shortage of nurses within the healthcare industry. Ancillary expenses increased $1,121,000 or 27.6% for the nine months ended September 30, 2000 compared to the same period in 1999. This increase is primarily due to the increase in the Medicare census and the increased utilization of Part B ancillary services. The remaining increase in operating costs is due to higher bad debt charges and general inflationary cost increases. Management and administrative fees increased $237,000 or 9.7% for the nine months ended September 30, 2000 as compared to the same period in 1999. This growth in these fees is caused by increased management fees expense. The growth in the management fee is a result of increases in revenues as the management fee is calculated as a percentage of the Fund's net revenue. -11- Results of operations (continued) Interest expense increased $313,000 for the nine months ended September 30, 2000 as compared to the same period in the prior year. The increase is the result of increases in the Fund's variable interest rate on the mortgage notes and refinancing of the mortgage increasing the beginning principal balance to $24,000,000 at a higher interest rate. The refinancing was effective June 12, 2000. Legislative and Regulatory Issues 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. -12- MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP PART I. FINANCIAL INFORMATION Item 3. Quantitative and Qualitative Disclosures About Market Risk The Fund's long-term debt was converted to a fixed interest mortgage loan effective June 12, 2000 and therefore there is no longer any exposed market risk. 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 -13- 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: 11/10/00 By: /s/ John M. Prugh John M. Prugh President and Director Brown-Healthcare, Inc. Administrative General Partner DATE: 11/10/00 By: /s/ Timothy M. Gisriel Timothy M. Gisriel Treasurer Brown-Healthcare, Inc. Administrative General Partner -14-