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, 2001 { } 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, 2001 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) June 30, 2001 December 31, (Unaudited) 2000 ------------------ ------------------ Assets Current Assets Cash and cash equivalents $ 1,548 $ 1,108 Accounts receivable, net 8,694 8,990 Estimated third-party payor settlements 553 843 Prepaid expenses 500 650 ------------------ ------------------ Total current assets 11,295 11,591 ------------------ ------------------ Property and equipment, net of accumulated depreciation 32,446 32,934 ------------------ ------------------ Other assets Goodwill, net 4,364 4,490 Loan acquisition costs, net 339 383 ------------------ ------------------ 4,703 4,873 ------------------ ------------------ Total assets $ 48,444 $ 49,398 ================== ================== Liabilities and Partners' Capital Current liabilities Current portion of long-term debt $ 452 $ 397 Accrued compensation and related costs 474 1,055 Accounts payable and other accrued expenses 4,353 3,766 Estimated third party payor settlements 1,458 1,328 ------------------ ------------------ Total current liabilities 6,737 6,546 ------------------ ------------------ Deferred management fee payable 958 937 Loan payable to the Development General Partner 1,214 1,188 Long-term debt 23,106 23,379 ------------------ ------------------ 25,278 25,504 ------------------ ------------------ Partners' capital General partners (152) (142) Assignee limited partners; 1,540,040 units issued and outstanding 16,581 17,490 ------------------ ------------------ Total partners' capital 16,429 17,348 ------------------ ------------------ Total liabilities and partners' capital $ 48,444 $ 49,398 ================== ================== 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 Six Months Ended ------------------------------ ------------------------------ June 30, June 30, June 30, June 30, 2001 2000 2001 2000 -------------- ------------- -------------- ------------- Revenues Medicaid and Medicare patients $ 11,648 $ 11,099 $ 23,267 $ 21,866 Private patients 2,601 2,619 5,185 5,119 Investment and other income 42 83 90 153 -------------- ------------- -------------- ------------- 14,291 13,801 28,542 27,138 -------------- ------------- -------------- ------------- Expenses Operating, including $2,322, $1,988, $4,633 and $4,080 to related parties 11,716 10,656 23,435 21,396 Management and administration fees to related parties 784 897 1,570 1,762 General and administrative 239 277 473 497 Depreciation and amortization 563 585 1,122 1,131 Interest expense 606 500 1,208 948 -------------- ------------- -------------- ------------- 13,908 12,915 27,808 25,734 -------------- ------------- -------------- ------------- Net earnings $ 383 $ 886 $ 734 $ 1,404 ============== ============= ============== ============= Net earnings per unit of assignee limited partnership interest-basic (computed based on 1,540,040 units) $ 0.25 $ 0.57 $ 0.47 $ 0.90 ============== ============= ============== ============= See accompanying notes to consolidated financial statements -4- MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP Consolidated Statements of Partners' Capital For the Six Months Ended June 30, 2001 and 2000 (Unaudited) Dollars in thousands Assignee General Limited Partners Partners Total --------------- ---------------- --------------- Balance at December 31, 2000 $ (142) $ 17,490 $ 17,348 Net earnings 7 727 734 Distributions to partners (17) (1,636) (1,653) --------------- ---------------- --------------- Balance at June 30, 2001 $ (152) $ 16,581 $ 16,429 =============== ================ =============== Balance at December 31, 1999 $ (132) $ 18,504 $ 18,372 Net earnings 14 1,390 1,404 Distributions to partners (17) (1,636) (1,653) --------------- ---------------- --------------- Balance at June 30, 2000 $ (135) $ 18,258 $ 18,123 =============== ================ =============== See accompanying notes to consolidated financial statements -5- MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMTIED PARTNERSHIP Consolidated Statements of Cash Flows For the Six Months Ended June 30, (Unaudited) (Dollars in thousands) 2001 2000 ----------------- ----------------- Cash flows from operating activities Net earnings $ 734 $ 1,404 Adjustments to reconcile net earnings to net cash provided by operating activities Depreciation and amortization 1,122 1,131 Minority interest in net earnings of operating partnerships 9 17 Increase in loan payable to Development General Partner 26 26 Increase in deferred management fee payable 21 23 Change in other assets and liabilities Accounts receivable 287 (683) Estimated third-party payor settlements 420 186 Prepaid expenses 150 (48) Accrued compensation and related costs (581) (282) Accounts payable and other accrued expenses 590 (281) ----------------- ----------------- Net cash provided by operating activities 2,778 1,493 ----------------- ----------------- Cash flows from investing activities- additions to property and equipment (467) (479) ----------------- ----------------- 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 (218) (22,711) Distributions to partners (1,653) (1,653) ----------------- ----------------- Net cash used in financing activities (1,871) (877) ----------------- ----------------- Net increase in cash and cash equivalents 440 137 Cash and cash equivalents Beginning of period 1,108 2,511 ----------------- ----------------- End of period $ 1,548 $ 2,648 ================= ================= See accompanying notes to consolidated financial statements. -6- MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP Notes to Consolidated Financial Statements June 30, 2001 (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 accounting principles generally accepted in the United States of America. 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 2000 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 Brown-Healthcare, Inc. (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 Meridian Healthcare Investments, Inc. (Development General Partner), under the terms of existing management agreements which provide for management fees equal to 5% in 2001 and 6% in 2000 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 six months ended June 30, 2001 and 2000 are as follows: Three Months Ended Six Months Ended June 30, 2001 June 30, 2000 June 30, 2001 June 30, 2000 Management and administration fees $ 785,000 $ 897,000 $1,570,000 $1,762,000 Drug and medical supplies purchases 1,013,000 835,000 2,096,000 1,722,000 Nursing and rehabilitation services 1,309,000 1,153,000 2,537,000 2,358,000 Interest expense on borrowings 22,000 24,000 43,000 48,000 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 $1,214,000 at June 30, 2001 and $1,188,000 at December 31, 2000. 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 June 30, 2001 (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 term described above. The Fund's working capital (excluding the current portion of long-term debt) decreased $144,000 to $5,010,000 at June 30, 2001 as compared to $5,154,000 at March 31, 2001. 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 $2,778,000 for the six-month period ended June 30, 2001 as compared to $1,493,000 for the same period of 2000. Cash used from investing activities for the six-month period ended June 30, 2001 was $467,000 and included improvements to the Fund's seven operating facilities. Similar improvements made during the first six months of 2000 were $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 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 centers' first two years of operation. Loans outstanding under this arrangement, including interest at 9% per annum, were $1,214,000 at June 30, 2001. On August 15, 2001 the Fund will make its second quarter 2001 distribution to partners of $826,410. This distribution will be funded by second quarter operations and reserves of approximately $136,000. Review of the second half of the 2001 budget suggests that operations from the seven nursing centers will be sufficient to fund a similar quarterly distribution throughout the remainder of the year. The major challenge to the Fund in the foreseeable future is to control operating expenses, to maintain a quality mix of patients and to increase the overall census at each of the facilities. Results of Operations Three Months Ended June 30, 2001 versus Three Months Ended June 30, 2000 Net earnings for the Fund were $383,000 for the three months ended June 30, 2001 as compared to $886,000 for the same period in fiscal year 2000. The decrease in earnings is primarily due to increased operating costs of the Fund and an increase in interest expense due to refinancing, which took place in June 2000. Overall revenues of $14,291,000 increased $490,000 or 3.6% for the three months ended June 30, 2001 compared to the same period in fiscal year 2000. The increase in revenue is primarily due to an increase in revenues from Medicaid and Medicare patients of $549,000. Medicaid revenue for the three months ended June 30, 2001 increased $632,000 compared to the same period in the prior year. The growth in revenue is primarily due to an overall Medicaid rate increase of approximately 9.2% driven primarily by the four Maryland centers, which received their annual Medicaid rate adjustment in July 2000. The Medicaid revenue increase was partially offset by a Medicare revenue decrease of $83,000 due primarily to a decrease in the number of Medicare customers. -9- Results of operations (continued) Second quarter 2001 expenses of $13,908,000 increased $993,000 or 7.7% from the three months ended June 30, 2000. Operating expenses increased $1,060,000 or 9.9% in the second quarter of 2001 as compared to the same period in fiscal year 2000. This increase is primarily due to the increased cost of nursing services and ancillary costs. Nursing costs increased $648,000 for the three months ended June 30, 2001 as compared to the same period in fiscal year 2000. This increase is primarily due to increases in salary, wages, employee benefits, and an increase in the utilization of temporary nurse staffing, which is being driven by the strong market demand for nursing personnel. Salary, wage, and benefits expense for nurses increased $412,000 and temporary nurse staffing expense increased $236,000 for the three months ended June 30, 2001 compared to the same period in fiscal year 2000. Second quarter ancillary expenses increased $106,000 or 6.1% for the three months ended June 30, 2001 as compared to the same period in fiscal year 2000. This increase is primarily due to higher ancillary utilization and the increased utilization of Medicare Part B ancillary services. The remaining increase in operating costs is due to general inflationary cost increases. Management and administrative fees of $784,000 decreased $113,000 or approximately 12.6% for the second quarter of 2001 compared to the same period in fiscal year 2000. This decrease is due to an amendment to the management agreement effective January 1, 2001, which reduced the management fee from 6% to 5% of net patient service revenue. Interest expense for the second quarter of 2001 increased $106,000 compared to the same period in fiscal year 2000. This increase is due to refinancing of the mortgage, increasing the beginning principal balance to $24,000,000 at an interest rate of 9.75% effective June 12, 2000. Six Months Ended June 30, 2001 versus Six Months Ended June 30, 2000 Net earnings for the Fund were $734,000 for the six months ended June 30, 2001 as compared to $1,404,000 for the same period in fiscal year 2000, representing a decrease of $670,000 or 47.7%. The decrease in earnings is primarily due to increased operating costs of the Fund and an increase in interest expense due to refinancing, which took place in June 2000. Overall revenues of $28,542,000 increased $1,404,000 or 5.2% for the six months ended June 30, 2001 as compared to the same period in fiscal year 2000. This increase in revenue is primarily due to increases in revenue from Medicaid and Medicare patients. Medicaid and Medicare revenue increased $1,401,000 to $23,267,000 for the six month period ended June 30, 2001 compared to the same period in 2000. Medicaid revenue for the six months ended June 30, 2001 increased $976,000 compared to the same period in the prior year. This increase is primarily due to an overall Medicaid rate increase of approximately 9.0% driven primarily by the four Maryland centers, which received their annual Medicaid rate adjustment in July 2000. Medicare revenue increased $425,000 or 5.6% for the six month period ended June 30, 2001 compared to the same period in fiscal year 2000. The increase in Medicare revenue is primarily due to a slight increase in the Medicare census and the increased utilization of Medicare Part B services. The Medicare average daily census increased 2.7 customers or 1.4% for the six months ended June 30, 2001 compared to the six months ended June 30, 2000. Medicare Part B revenue increased $74,363 or 23.0% due to an increase in Part B utilization. Overall expenses increased $2,074,000 or 8.1% to $27,808,000 for the six months ended June 30, 2001 as compared to $25,734,000 for the same period in fiscal year 2000. -10- Results of operations (continued) Operating expenses increased $2,039,000 or 9.5% to $23,435,000 for the six months ended June 30, 2001 as compared to the same period in fiscal year 2000. This increase is primarily due to the increased cost of nursing services and ancillary costs. Nursing costs increased $1,128,000 for the six months ended June 30, 2001 as compared to the same period in fiscal year 2000. This increase is primarily due to increases in salary, wages, employee benefits, and an increase in the utilization of temporary nurse staffing, which is being driven by the strong market demand for nursing personnel. Salary, wage, and benefits expense for nurses increased $ 888,000 and temporary nurse staffing expense increased $240,000 for the six months ended June 30, 2001 compared to the same period in fiscal year 2000. Ancillary expenses increased $357,000 or 10.3% for the six months ended June 30, 2001 compared to the same period in fiscal year 2000. This increase is primarily due to the increase in Medicare census and the increase utilization of Part B ancillary services. The remaining increase in operating costs is due to general inflationary cost increases. Management and administrative fees of $1,570,000 decreased $192,000 or approximately 10.9% for the six months ended June 30, 2001 compared to the same period in fiscal year 2000. This decrease is due to an amendment to the management agreement effective January 1, 2001, which reduced the management fee from 6% to 5% of net patient service revenue. Interest expense for the six months ended June 30, 2001 increased $260,000 compared to the same period in fiscal year 2000. This increase is due to refinancing of the mortgage which increased the beginning principal balance to $24,000,000 at an interest rate of 9.75% 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 review of eldercare centers of other providers. There can be no assurances that adjustments from Medicare of Medicaid audits will not have a material adverse effect on the Fund. On December 15, 2000, Congress passed the Benefit Improvement and Protection Act of 2000 that, among other provisions, increases the nursing component of Federal PPS rates by approximately 16.7% for the period from April 1, 2001 through September 30, 2002. Recently Issued Accounting Pronouncements In July 2001, the FASB issued Statement No. 141, Business Combinations, and Statement No. 142, Goodwill and Other Intangible Assets. Statement 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001 as well as all purchase method business combinations completed after June 30, 2001. Statement 141 also specifies criteria intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart from goodwill, noting that any purchase price allocable to an assembled workforce may not be accounted for separately. Statement 142 will require that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of Statement 142. Statement 142 will also require that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SAFS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. -11- Recently Issued Accounting Pronouncements (continued) The Company is required to adopt the provisions of Statement 141 immediately, except with regard to business combinations initiated prior to July 1, 2001, and Statement 142 effective January 1, 2002. Furthermore, any goodwill and any intangible asset determined to have an indefinite useful life that are acquired in a purchase business combination completed after June 30, 2001 will not be amortized, but will continue to be evaluated for impairment in accordance with the appropriate pre-Statement 142 accounting literature. Goodwill and intangible assets acquired in business combinations completed before July 1, 2001 will continue to be amortized prior to the adoption of Statement 142. Because of the extensive effort needed to comply with adopting Statements 141 and 142, it is not practicable to reasonably estimate the impact of adopting these Statements on the Fund's financial statements at the date of this report, including whether any transitional impairment losses will be required to be recognized as the cumulative effect of a change in accounting principle. -12- MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP PART I. FINANCIAL INFORMATION Item 3. Quantitative and Qualitative Disclosures About Market Risk The Fund has exposure to changing interest rates and is currently not engaged in hedging activities. Interest on the Fund's 23.6 million mortgage is at a fixed rate of 9.75%. 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) 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: 8/9/01 By: /s/ John M. Prugh John M. Prugh President and Director Brown-Healthcare, Inc. Administrative General Partner DATE: 8/9/01 By: /s/ Timothy M. Gisriel Timothy M. Gisriel Treasurer Brown-Healthcare, Inc. Administrative General Partner -14-