-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qaa39I/OWSGSqB04lBG625zhFpjtXB4F223/OqmNbCDd6HIiJ/sz0Y0LpXYU9Mdo DP8Awp3QzzcTgJzk4tdXWw== 0000893877-99-000340.txt : 19990517 0000893877-99-000340.hdr.sgml : 19990517 ACCESSION NUMBER: 0000893877-99-000340 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGENT ASSISTED LIVING INC CENTRAL INDEX KEY: 0001000693 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 931171049 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-27108 FILM NUMBER: 99622665 BUSINESS ADDRESS: STREET 1: 121 SW MORRISON ST STREET 2: STE 1000 CITY: PORTLAND STATE: OR ZIP: 97204 BUSINESS PHONE: 5032274000 MAIL ADDRESS: STREET 1: 121 SW MORRISON ST STREET 2: STE 1000 CITY: PORTLAND STATE: OR ZIP: 97204 10QSB 1 FORM 10-QSB - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20459 FORM 10-QSB [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended March 31, 1999 [ ] TRANSITION REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from ____ to ____ Commission file number 0-27108 REGENT ASSISTED LIVING, INC. (Exact name of registrant as specified in its charter) OREGON 93-1171049 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) Suite 1000 121 SW Morrison St. Portland, Oregon 97204 (Address of principal executive offices) 503-227-4000 (Registrant's telephone number, including area code) Indicate by check mark whether Registrant (1) has filed all reports 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 Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] Shares of Registrant's Common Stock, No par value, outstanding at May 12, 1999 - 4,633,000 - -------------------------------------------------------------------------------- REGENT ASSISTED LIVING, INC. FORM 10-QSB March 31, 1999 INDEX Page PART I - FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets as of March 31, 1999 and December 31, 1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Condensed Consolidated Statements of Operations for the three months ended March 31, 1999 and 1998 . . . . . . . . . . . . . . . . . . . . . . . . 4 Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 1999 and 1998 . . . . . . . . . . . . . . . . . . . . . . . . 5 Notes to Condensed Consolidated Financial Statements. . . . . . . . . . . . . 6 Item 2. Management's Discussion and Analysis or Plan of Operation. . . . . . 9 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . .17 Page 2 PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS
REGENT ASSISTED LIVING, INC. CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS March 31, December 31, 1999 1998 (Unaudited) Current assets: Cash and cash equivalents $ 4,202,438 $ 4,483,048 Cash held in working capital escrow 997,074 734,408 Accounts receivable, net 350,245 287,483 Prepaid expenses 1,573,425 280,324 Construction advances receivable 223,583 481,819 ------------ ------------ Total current assets 7,346,765 6,267,082 Restricted cash 2,760,082 2,757,981 Property and equipment, net 47,459,295 54,191,324 Investment in and advances to joint venture 211,679 261,995 Other assets 3,087,242 2,795,374 ------------ ------------ Total assets $ 60,865,063 $ 66,273,756 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 337,657 $ 284,481 Construction accounts payable 352,707 608,585 Accounts payable and other accrued expenses 5,269,731 3,812,061 ------------ ------------ Total current liabilities 5,960,095 4,705,127 Long-term debt 35,188,849 40,704,567 Convertible subordinated notes 9,000,000 9,000,000 Deferred gains and development fees, net 6,881,416 6,022,773 Other liabilities 1,730,573 1,586,164 ------------ ------------ Total liabilities 58,760,933 62,018,631 ------------ ------------ Commitments Shareholders' equity: Preferred stock, no par value, 5,000,000 shares authorized; 1,666,667 shares issued and outstanding in 1999 and 1998 9,349,841 9,349,841 Common stock, no par value, 25,000,000 shares authorized; 4,633,000 shares issued and outstanding in 1999 and 1998 10,808,703 10,808,703 Accumulated deficit (18,054,414) (15,903,419) ------------ ------------ Total shareholders' equity 2,104,130 4,255,125 ------------ ------------ Total liabilities and shareholders' equity $ 60,865,063 $ 66,273,756 ============ ============ The accompanying notes are an integral part of these condensed consolidated financial statements.
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REGENT ASSISTED LIVING, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Three Months Ended March 31, 1999 March 31, 1998 Revenues: Rental and service $ 11,846,037 $ 4,216,580 Management fees 80,539 71,625 ------------- ------------- Total revenues 11,926,576 4,288,205 ------------- ------------- Operating expenses: Residence operating expenses 8,586,461 4,190,136 General and administrative 1,284,632 967,621 Lease expense 3,202,598 1,414,718 Depreciation and amortization 320,809 114,083 ------------- ------------- Total operating expenses 13,394,500 6,686,558 ------------- ------------- Operating loss (1,467,924) (2,398,353) Interest income 83,590 75,989 Interest expense (524,606) (64,415) Equity in losses of joint venture (86,316) (1,086) Other income (loss), net (5,739) (7,710) ------------- ------------- Loss before income taxes (2,000,995) (2,395,575) Provision for income taxes - - ------------- ------------- Net loss (2,000,995) (2,395,575) Preferred stock dividends (150,000) (150,000) ------------- ------------- Net loss available to common shareholders $ (2,150,995) $ (2,545,575) ============= ============= Basic loss per common share $ (.46) $ (.55) ============= ============= Diluted loss per common share $ (.46) $ (.55) ============= ============= Weighted average common shares outstanding - basic 4,633,000 4,633,000 ============= ============= Weighted average common shares outstanding - diluted 4,633,000 4,633,000 ============= ============= The accompanying notes are an integral part of these condensed consolidated financial statements.
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REGENT ASSISTED LIVING, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended Three Months Ended March 31, 1999 March 31, 1998 Cash flows from operating activities: Net loss $ (2,000,995) $ (2,395,575) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 320,809 114,083 Amortization of deferred gains and development fees (117,524) (55,596) Equity interest in joint venture 86,316 - Changes in other assets and liabilities: Cash held in working capital escrow 284,220 (32,777) Accounts receivable (62,762) (14,592) Prepaid expenses (1,305,601) (137,579) Other assets (144,409) (135,253) Accounts payable and other accrued expenses 1,457,670 (107,303) Other liabilities 144,409 138,839 ------------- ------------- Net cash used in operating activities (1,337,867) (2,625,753) ------------- ------------- Cash flows from investing activities: Purchases of property and equipment (2,758,883) (12,626,575) Decrease in construction accounts payable (255,878) (93,890) Investment in and advances to joint venture (36,000) - Deposits to replacement reserve account, net (25,019) (16,567) ------------- ------------- Net cash used in investing activities (3,075,780) (12,737,032) ------------- ------------- Cash flows from financing activities: Short-term borrowings - (4,500,000) Proceeds from issuance of long-term debt 1,775,412 8,836,356 Payments on long-term debt (7,237,954) (18,607,328) Construction (advances) payments 258,236 (170,933) Payments and deposits for lease financing arrangements, net (151,986) (266,880) Restricted cash for lease financing arrangements, net 22,918 30,704 Deferred development fees from lease financing arrangements (9,949) 190,000 Proceeds from lease financing arrangements 9,626,360 27,111,141 Proceeds from issuance of convertible subordinated notes - 4,500,000 Preferred stock dividends (150,000) (150,000) ------------- ------------- Net cash provided by financing activities 4,133,037 16,973,060 ------------- ------------- Net increase (decrease) in cash and cash equivalents (280,610) 1,610,275 Cash and cash equivalents, beginning of period 4,483,048 1,805,096 ------------- ------------- Cash and cash equivalents, end of period $ 4,202,438 $ 3,415,371 ============= ============= The accompanying notes are an integral part of these condensed consolidated financial statements.
Page 5 REGENT ASSISTED LIVING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Operations and Summary of Significant Accounting Policies: The Company Regent Assisted Living, Inc. ("the Company") is an owner, operator, and developer of private-pay assisted living communities including stand-alone Alzheimer's communities. Assisted living is part of a spectrum of long-term care services that provide a combination of housing, personal services and health care designed to respond to elderly individuals who require assistance with activities of daily living in a manner that promotes maximum independence. As of March 31, 1999, the Company operated 26 assisted living communities in nine western states. Of the 26 communities, one is owned in a joint venture and accounted for under the equity method, and two are operated under management contracts. In addition, the Company had four communities under construction and seventeen under development. During the first quarter of 1999, the Company opened one new stand-alone Alzheimer's care community (Regent Court) in Modesto, California. As of March 31, 1998, the Company operated 14 assisted living communities in six states, including two under management contracts. During the first quarter of 1998, the Company opened four new internally developed communities, and completed the lease-acquistion of one community. As of May 12, 1999, the Company had also commenced operations at its new Regent Court community in Clackamas, Oregon and began construction on a new Regent Court community in Corvallis, Oregon. Basis of Presentation The condensed consolidated financial statements include the accounts of the Company and its majority owned subsidiary. All significant inter-company accounts and transactions have been eliminated in consolidation. Page 6 REGENT ASSISTED LIVING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued 1. Operations and Summary of Significant Accounting Policies, Continued: The accompanying unaudited condensed consolidated financial statements as of March 31, 1999, and for the three month periods ended March 31, 1999 and 1998, have been prepared in conformity with generally accepted accounting principles. The financial information as of December 31, 1998, is derived from the Company's Form 10-KSB for the year ended December 31, 1998. Certain information or footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments necessary (which are of a normal and recurring nature) for the fair presentation of the results of the interim periods presented. The accompanying condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 1998, included in the Company's Form 10-KSB for the year ended December 31, 1998. Operating results for the three months ended March 31, 1999, are not necessarily indicative of the results that may be expected for the remainder of the fiscal year ending December 31, 1999, or any portion thereof. 2. Property and Equipment: Property and equipment are stated at cost and consist of the following:
March 31, December 31, 1999 1998 Land $ 2,734,391 $ 3,057,756 Buildings and improvements 24,554,209 29,747,219 Furniture and equipment 3,252,394 3,452,579 Construction in progress 18,578,536 19,375,174 ------------ ------------ 49,119,530 55,632,728 Less accumulated depreciation and amortization 1,660,235 1,441,404 ------------ ------------ Property and equipment, net $ 47,459,295 $ 54,191,324 ============ ============
Land, buildings and certain furniture and equipment serve as collateral for long-term debt. Page 7 REGENT ASSISTED LIVING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued 3. Administrative Services Agreement: Pursuant to the terms of an Administrative Services Agreement, the Company provides executive assistance, accounting and financial management services, legal and administrative assistance, insurance, management information services, and other management services as required by Bowen Property Management Co., Bowen Financial Services Corp., Bowen Development Company and Bowen Condominium Marketing, Inc., all of which are Oregon corporations that are wholly owned or controlled by Mr. Bowen, the Company's Chairman, President, and Chief Executive Officer. Under the terms of the agreement, the Company will be reimbursed at its cost on a monthly basis for all services provided. 4. Earnings (Loss) Per Common Share: Basic earnings per share (EPS) and diluted EPS are computed using the methods prescribed by Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share. Basic EPS is calculated using income (loss) attributable to common shares (after deducting preferred dividends) divided by the weighted average number of common shares outstanding for the period. Diluted EPS is calculated using income (loss) attributable to common shares (after deducting preferred dividends and considering the effects of dilutive common equivalent shares) divided by the weighted average number of common shares and dilutive common shares outstanding for the period. Basic and diluted earnings (loss) per common share includes a deduction of preferred stock dividends declared, which totaled $150,000 for each three month period ended March 31, 1999 and 1998. Page 8 ITEM 2. Management's Discussion and Analysis or Plan of Operation. Overview The Company The Company reported revenue of $11.9 million and a net loss of $2.0 million for the quarter ended March 31, 1999. After deducting preferred stock dividends, net loss per share available to common shareholders on a diluted basis was $0.46. Current Communities. The table below sets forth certain information regarding the Company's communities at March 31, 1999.
Regent Operations Community Location Commenced Units(1) Beds(2) Interest - --------- -------- --------- -------- ------- -------- Oregon Park Place Portland 1986 112 112 Lease (3) Regency Park Portland 1987 122 142 Lease Sheldon Park Eugene 1998 108 124 Lease Washington Northshore House Kenmore 1998 85 98 Manage (4) Sterling Park Redmond 1990 162 192 Lease California Laurel Springs Bakersfield 1998 113 127 Own Orchard Park Clovis 1998 112 128 Lease Regent Court Modesto 1999 24 48 Own (5) Summerfield House Vacaville 1998 109 126 Own Sun Oak Citrus Heights 1997 40 50 Manage Sunnyside Court Fremont 1998 40 78 Lease Sunshine Villa Santa Cruz 1990 106 126 Lease (6) The Palms Roseville 1998 93 108 Lease Villa Serra Salinas 1998 150 150 Manage Willow Creek Folsom 1997 104 119 Lease Idaho Willow Park Boise 1997 117 130 Lease West Wind Boise 1997 48 52 Lease Nevada Mira Loma Henderson 1998 115 133 Lease New Mexico Sandia Springs Rio Rancho 1998 109 126 Lease Page 9 Regent Operations Community Location Commenced Units(1) Beds(2) Interest - --------- -------- --------- -------- ------- -------- Texas Parmer Woods Austin 1998 117 137 Lease (7) Hamilton House San Antonio 1997 116 136 Lease Arizona Canyon Crest Tucson 1998 117 137 Lease Regent Court Scottsdale 1998 24 48 Lease Wyoming Aspen Wind Cheyenne 1998 77 77 Lease Meadow Wind Casper 1998 53 53 Lease Spring Wind Laramie 1998 53 53 Lease --------- ------- ------- Totals 2,426 2,810 ======= ======= (1) A "unit" is a single- or double-occupancy studio, one or two bedroom apartment. (2) "Beds" reflects the actual number of beds used by the Company for census purposes, which in no event is a number greater than the maximum number of licensed beds permitted under the community's license. (3) The Company completed a lease-acquisition of Park Place during the second quarter of 1998. The Company had managed the community prior to this transaction. (4) The Company owns a 50 percent interest in a joint venture which owns this community. (5) In April 1999, the Company sold a 45% co-tenancy interest in this community. (6) This community was sold in a prior period pursuant to a sale-leaseback transaction and is accounted for as a capital lease. (7) The Company completed a sale/leaseback transaction of its Austin community in February 1999.
During the second quarter of 1999, the Company commenced operations at its 48-bed Regent Court community in Clackamas, Oregon. As of May 12, 1999, the Company has commenced construction on the following four new communities:
Scheduled Community Location Opening Units Beds Interest - --------- -------- ---------------- -------- ------- -------- Arizona Desert Flower Scottsdale 2nd quarter 1999 102 115 Own Washington Regent Court Kent 2nd quarter 1999 24 48 Manage Oregon Regent Court Corvallis 1st quarter 2000 24 48 Own California Villa de Palma West Covina 2nd quarter 2000 130 142 Lease -------- ------ Totals 280 353 ======== ======
Page 10 As of May 12, 1999, sixteen additional new communities were in varying stages of development. If all sixteen communities are developed, total operations of the Company will increase by approximately 1,500 beds to a total of approximately 4,700 beds. The Company continues to pursue its primary strategy of developing new communities and is therefore engaged in negotiations to acquire several additional sites and is pursuing joint venture opportunities with parties who control parcels of land in strategic markets. All costs associated with the development of these communities have been capitalized as "Construction in Progress" as disclosed in Note 2 to the condensed consolidated financial statements. Operating results for the three month period ended March 31, 1999, are not necessarily indicative of future financial performance as the Company intends to continue expanding its operating base of communities. Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998 Revenues. For the three month period ended March 31, 1999, revenues totaled $11.9 million compared to $4.3 million in the three month period ended March 31, 1998, an increase of $7.6 million or 178.1 percent. During the first quarter of 1999, the Company operated 26 communities comprised of five stabilized communities including one acquired in May 1998, 18 newly developed communities, and three communities operated pursuant to management contracts, of which one is owned in a joint venture and accounted for under the equity method. The Company operated 14 communities during the first quarter of 1998, comprised of four stabilized communities, eight newly developed communities, and two operated pursuant to management contracts. A community is considered "stabilized" for reporting purposes after it first attains occupancy of 95.0 percent and prior to that time is considered "newly developed." Revenues from "Same Residences", the six communities that the Company operated at the beginning of both periods, comprised of four stabilizied and two newly developed communities, increased by $1.0 million. Of this increase, $0.2 million was from the four stabilized communities and $0.8 million was from the two newly developed communities. Revenues from the remaining 16 newly developed communities in operation during the first quarter of 1999, compared to revenues from the remaining six newly developed communities in operation during the first quarter of 1998, increased by $5.8 million. In addition, revenues for the comparable periods increased $0.8 million from the one stabilized community the Company acquired in May 1998. Overall average occupancy at the Company's five stabilized communities was 95.2 percent for the three month period ended March 31, 1999, whereas occupancy was 90.0 percent at the Company's four stabilized communities for the same period in 1998. Residence Operating Expenses. Residence operating expenses were $8.6 million for the three month period ended March 31, 1999, and $4.2 million for the same period in 1998, an increase of $4.4 million or 104.9 percent. Residence operating expenses from "Same Residences" during the first quarter of 1999 increased by $0.4 million over the first quarter of 1998. This increase was primarily attributable to the increased level of operations at the two newly developed communities operated at the beginning of both periods. In addition, residence operating expenses for the current period include $5.0 million of start-up operating expenses and pre-opening costs related to 18 newly developed communities, whereas, the prior period included $1.5 million of start-up operating expenses and pre-opening costs related to 11 communities. Also, operating expenses increased $0.5 million from the stabilized community acquired in the second quarter of 1998. Residence operating expenses, excluding the effect of the newly developed communities, totaled 62.5 percent and 64.9 percent of rental and service revenues for the three month periods ended March 31, 1999 and 1998, respectively. Page 11 General and Administrative Expenses. General and administrative expenses were $1.3 million for the three month period ended March 31, 1999, compared to $1.0 million for the three month period ended March 31, 1998. The increase of $0.3 million is due primarily to the increase in operations related to the implementation of the Company's plan for growth. Lease Expense. Lease expense for the Company's leased communities was $3.2 million for the three month period ended March 31, 1999, compared to $1.4 million for the same period in 1998. The increase of $1.8 million relates primarily to the opening and sale-leaseback of newly developed communities and the lease-acquisition of several additional communities. Depreciation and Amortization. Depreciation and amortization expense was $0.3 million for the three month period ended March 31, 1999, compared to $0.1 million for the three month period ended March 31, 1998. The increase of $0.2 million relates primarily to the opening of newly developed communities. Interest Income. Interest income is earned from the Company's investment of cash and cash equivalents in high quality, short term securities placed with institutions with high credit ratings. Interest Expense. Interest expense increased for the three month period ended March 31, 1999, to $0.5 million from $0.1 million for the three month period ended March 31, 1998. Interest expense related to the operation of newly opened communities increased $0.2 million in the current period as compared to the same period in the prior year. In addition, the Company incurred $0.2 million of interest in the three month period ended March 31, 1999 related to convertible subordinated notes that were issued after the first quarter of 1998. The Company capitalized $0.4 million and $1.1 million of interest charges incurred during the three months ended March 31, 1999 and 1998, respectively. Capitalized interest decreased due to decreased borrowing for construction purposes. Equity Interest in Joint Venture. Equity in losses of joint venture resulted from the operations of the Company's 50 percent owned Kenmore, Washington community which opened in the third quarter of 1998. Net Income (loss). Net operating results increased by $0.4 million during the three month period ended March 31, 1999 compared to the same period in 1998. The Company reported a loss of $2.0 million for the first quarter of 1999, whereas the Company reported a loss of $2.4 million for the first quarter of 1998. The increase in net results is primarily due to an increase in residence operating profits (rental and service revenue less residence operating expenses) of $3.2 million, offset by increases in general and administrative expenses, lease expense, depreciation, interest expense and equity in losses of joint venture, all as discussed above. Liquidity and Capital Resources At March 31, 1999, the Company had $1.4 million of working capital, compared to working capital of $1.6 million at December 31, 1998, a decrease of $0.2 million. The Company's growth in operating capacity resulted in an increase in net current liabilities which reduced working capital. Cash and cash equivalents decreased by $0.3 million (as described below), however, cash held in working capital escrow increased by a like amount. Page 12 Net cash used in operating activities totaled $1.3 million for the three month period ended March 31, 1999, which resulted primarily from a net loss of $2.0 million, adjusted for depreciation and amortization of $0.2 million, offset by an increase in cash held in working capital escrow of $0.3 million and an increase in net current liabilities of $0.2 million. Net cash used in investing activities totaled $3.1 million for the three month period ended March 31, 1999, consisting primarily of land acquisition, development, and construction costs. At March 31, 1999, the aggregate purchase price for seven parcels of land for which the Company had purchase options was approximately $5.8 million. The Company has paid initial deposits relating to these sites and is in the process of completing the demographic analysis and other preliminary due diligence for purposes of developing assisted living communities at these sites. Net cash provided by financing activities totaled $4.1 million during the three month period ended March 31, 1999, consisting of property and equipment financing proceeds totaling $1.8 million, net proceeds from lease-financing arrangements totaling $9.7 million, offset by repayment of long-term debt of $7.2 million, and payment of preferred stock dividends of $0.2 million. During February 1999, the Company completed a $10.4 million sale/leaseback transaction involving its Austin community. As a result, the Company generated approximately $3.0 million in net proceeds, repaid approximately $7.2 million of its mortgage indebtedness and recorded deferred gain of approximately $1.0 million. The Company has an aggregate of $11.6 million in loans from which to complete construction of the Scottsdale and the Kent communities. As of March 31, 1999, approximately $3.5 million remained to be drawn on these loans to fund construction activities and debt service reserves. The Company has sufficient financing to complete these communities and to fund their anticipated initial operating deficits during 1999. During the remainder of 1999, the Company intends to utilize current working capital resources primarily for operating requirements. At March 31, 1999, the Company has capitalized costs totaling approximately $18.6 million related to communities under construction or development, encumbered by $8.0 million in outstanding debt. The Company intends to finance substantially all of the remaining cost of developing each new community through additional sale-leaseback transactions with real estate investment trusts ("REIT"), joint venture arrangements, as well as conventional financing with commercial banks and other financial institutions. The Company anticipates capital expenditures for 1999 may include certain additional land acquisition costs, architectural fees, and other development costs related to at least 16 assisted living communities and construction costs related to at least two additional assisted living communities. The Company has obtained commitments to provide up to $13.5 million in financing for the construction of the two communities. The Company anticipates commencing construction on as many as ten communities during 1999. The total cost to develop and construct the ten communities, including the estimated initial operating deficits, will likely be between $85 million to $95 million. A substantial portion of these costs may be incurred during 1999. Page 13 The Company is currently discussing with commercial banks and REITs the terms of potential financing with which the Company will construct new communities currently under development. Each of the pending financing transactions is subject to a number of conditions, including the negotiation and execution of definitive documents and the satisfactory completion of due diligence on the related properties, and there is no assurance that any of these financing transactions will be completed on the terms proposed, or at all. Provided that the Company can obtain financing upon acceptable terms, the Company estimates that it has the necessary equity capital invested in seven of these ten communities in order to complete construction and to fund the initial operating deficits. The Company may require additional equity capital to complete the final three communities. The Company may enter into additional arrangements with one or more unrelated parties regarding the joint development and ownership of one or more of the Company's communities currently under construction or development in order to further leverage the Company's growth. Furthermore, the Company may utilize various forms of financing that would permit a community to be sold to or initially developed by a third party who would incur the initial operating deficits and permit the Company to manage the community for a customary fee. The Company, under such financing methods, would likely have the option to either purchase the community or enter into a long-term lease at such time as the Company deems appropriate. The Company has not obtained any commitments for this form of financing. If the Company was unable to obtain additional required financing, or if such financing is not available on acceptable terms, the Company expects that its plan to commence construction of up to ten additional communities by the end of 1999 would likely be delayed or curtailed. Furthermore, if the Company expands its growth plan, development activities do not result in the construction of a community on a site, the Company experiences a decline in the operations of its current communities or the Company does not achieve and sustain anticipated occupancy levels at its new communities, then the Company may require additional financing to complete its growth plan. Certain of the Company's operating lease agreements contain restrictive covenants. As of March 31, 1999, the Company was in compliance with the covenants for all lease agreements, except for a financial covenant related to two lease agreements. To date, the lessor has not asserted its rights under the two agreements. The Company expects to satisfy the covenant prior to any claim being asserted. The Company does not presently intend to pay dividends to holders of its Common Stock and intends to retain future earnings to finance the development of assisted living communities and expand its business. Page 14 Year 2000 Disclosure - -------------------- "Year 2000 issues" relate to the result of computer programs having been written using two digits rather than four to define the applicable year. Computer programs and electronic devices that utilize date sensitive software or information may recognize a date using the "00" as the year 1900 rather than the year 2000. This recognition could result in a system failure or miscalculations causing disruptions of operations or the inability of suppliers of material services and products to continue supporting the Company's operations. The Company has assessed its readiness in regard to Year 2000 issues. The Company believes that all material hardware and software utilized in its operations and, specifically, in its accounting systems, is Year 2000 compliant or that Year 2000 compliant versions are available to the Company for installation during the normal course of replacing or updating such systems prior to November 30, 1999. The financial impact of any change is not anticipated to be material to the financial position or results of the Company's operations. The Company believes it has adequate alternatives to counteract potential Year 2000 issues that may arise with its internally utilized software and hardware if the assurances of relevant vendors are incorrect. The Company believes the primary risks from Year 2000 issues to its operations and prospects are the potential inability of the Company's commercial banks to permit access to the Company's accounts and of utility companies to continue supplying utilities to the Company's communities. The Company does not have a contingency plan in effect at this time to guard against such events. The Company is in the process of obtaining Year 2000 compliance letters and reports from suppliers of material services and products. To date, no such supplier has indicated an inability to continue supplying material products and services to the Company after January 1, 2000, although most are in the process of evaluating and updating their internal systems and cannot yet assure the Company that their systems are Year 2000 compliant. Nonetheless, the Company does not expect that Year 2000 issues will have a material adverse effect upon the Company's operations or prospects. However, there can be no assurances that the systems of other companies on which the Company's operations or systems rely will be timely remediated or that a failure by another company to remediate its systems in a timely manner would not have a material adverse effect on the Company. Page 15 Forward-Looking Statements The information set forth in this report in the sections entitled "Overview" and "Liquidity and Capital Resources" regarding the Company's acquisition of sites for development, the Company's development, construction, financing and opening of new assisted living communities, and the Company's plans to develop, construct and operate new Regent Court communities constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and is subject to the safe harbor created by that section. The development of additional assisted living communities will involve a number of risks including, without limitation, the risk that the Company will be unable to locate suitable sites, risks relating to the inability to obtain, or delays in obtaining, necessary zoning, land use, building, occupancy and other required governmental permits and authorizations, risks that financing may not be available on satisfactory terms, environmental risks, risks that construction costs may exceed original estimates, risks that construction and lease-up may not be completed on schedule, and risks relating to the competitive environment for development. The foregoing risks could cause the Company to significantly delay or curtail its planned growth and could cause one or more of the Company's new communities to not be profitable. Additional factors that could cause results to differ materially from those projected in the forward-looking statements include, without limitation, the ability of the Company to raise additional financing upon terms acceptable to the Company, increases in the costs associated with new construction, competition, and acceptance of the Company's prototype community in new geographic markets. The Company's growth strategy is subject to the risk that occupancy rates at newly-developed communities may not be achieved or sustained at expected levels, in which case, the Company will experience greater than anticipated operating losses in connection with the opening of new communities and the Company's need for additional financing to meet its growth plans will likely increase. Furthermore, the Company's growth will place increasing pressure on the Company's management controls and require the Company to locate, train, assimilate, and retain additional community managers and support staff. There is no assurance that the Company will be able to manage this growth successfully. Page 16 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. Exhibits: 10.30 Employment Agreement, effective as of March 16, 1999, between Eric W. Jacobsen and the Company. 10.31 Restrictive Covenant Agreement, effective March 16, 1999 between Eric W. Jacobsen and the Company. 10.32 Employment Agreement, effective as of April 12, 1999, between Louis Swart and the Company. 10.33 Restrictive Covenant Agreement, effective as of April 12, 1999, between Louis Swart and the Company. 27 Financial Data Schedule. Reports on Form 8-K None SIGNATURE In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. REGENT ASSISTED LIVING, INC. By: STEVEN L. GISH Date: May 12, 1999 ----------------------------- Steven L. Gish Chief Financial Officer Page 17 EXHIBIT INDEX Exhibits No. Description Page - -------- ----------- ---- 10.30 Employment Agreement, effective as of March 16, 1999, between Eric W. Jacobsen and the Company. 10.31 Restrictive Covenant Agreement, effective March 16, 1999 between Eric W. Jacobsen and the Company. 10.32 Employment Agreement, effective as of April 12, 1999, between Louis Swart and the Company. 10.33 Restrictive Covenant Agreement, effective as of April 12, 1999, between Louis Swart and the Company. 27 Financial Data Schedule. EX-10.30 2 EMPLOYMENT AGREEMENT - ERIC W. JACOBSEN REGENT ASSISTED LIVING, INC. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made effective March 16, 1999, by and between REGENT ASSISTED LIVING, INC., an Oregon corporation (the "Company"), and Eric W. Jacobsen ("Employee"). RECITALS: A. The Company is engaged in the business of developing and operating assisted living residences for senior citizens (the "Business"). B. Employee possesses certain skills, expertise and contacts related to the Business. C. Because of those skills, expertise and contacts, the Company desires to employ Employee, and Employee desires to accept employment with the Company, on the terms and conditions set forth herein to supersede any previous terms of employment agreed to by and between the parties. AGREEMENT: NOW, THEREFORE, in consideration of the covenants and mutual agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Employment; Term. The Company hereby employs Employee to perform the duties described herein, and Employee hereby accepts employment with the Company, for a term commencing on the date hereof and expiring at the close of business on June 30, 1999, unless earlier terminated in accordance with Section 6 below. 2. Position and Duties. 2.1 Position. During the term of his employment Employee shall serve as Chief Operating Officer of the Company. Employee shall make available all of his business time, attention, skill and efforts for performing services for the Company, and shall devote as much of his business time, attention, skill and efforts to the performance of such services as is required by the Company's Board of Directors (the "Board of Directors"). Employee shall, at all times, be subject to the authority of the Board of Directors. 2.2 General Terms of Employment. Employee shall be subject to the general terms and conditions of employment applicable to employees of the Company, as established by the Board of Directors from time to time, including, without limitation, all conditions relating to compliance with federal and/or state laws and other governmental rules and regulations issued thereunder as the same may be in effect from time to time. Page 1 - EMPLOYMENT AGREEMENT 3. Compensation. As compensation for Employee's services under this Agreement, the Company shall pay to Employee during the Employee's term of an annual salary (the "Base Salary") of One Hundred Thirty-Five Thousand Dollars ($135,000), subject to all applicable income tax withholding and other payroll taxes. The Base Salary shall be payable in accordance with the Company's normal payroll practices or on such other basis mutually agreed upon by the parties. The Board of Directors (or the Compensation Committee of the Board of Directors) may adjust the Base Salary upwards, but not downwards. 4. Benefits. During the term of his employment, Employee shall be entitled to and shall receive all benefits that are customarily provided by the Company to its employees generally, subject to any eligibility requirements. 5. Reimbursement of Expenses. The Company shall pay or reimburse Employee for all reasonable travel and other expenses incurred by Employee in performing his obligations under this Agreement, provided that: 5.1 Each such expenditure is incurred by Employee in accordance with such policy guidelines as may be established by the Board of Directors from time to time; and 5.2 Employee furnishes to the Company adequate records and other documentary evidence required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of each such expenditure. 6. Termination of Employment. 6.1 Termination of the Company for Cause. The Company may terminate this Agreement and Employee's employment with the Company hereunder, effective upon delivery of written notice of termination to Employee setting forth the basis of such termination, for Cause, which shall be defined as any of the following: (a) Any misappropriation of funds or property of the Company by Employee; (b) The conviction of or plea of guilty or nolo contendere by Employee of a felony or of any crime involving moral turpitude; (c) Elective's engagement in illegal or immoral conduct tending to place Employee or the Company, by association with Employee, in disrepute; (d) Indulgence in alcohol or drugs to an extent that renders Employee generally unable or unfit to perform his duties hereunder; (e) Employee's gross dereliction of duty; or (f) Any act or omission that constitutes a material breach by Employee of his obligations under this Agreement. Page 2 - EMPLOYMENT AGREEMENT On the effective date of termination, the Company shall pay to Employee his Base Salary accrued through the date of termination. No annual bonus for the fiscal year in which termination is effective or for any subsequent year will be paid. If Employee is terminated for Cause, the Options will not vest. 6.2 Termination by the Company Without Cause. The Company may terminate this Agreement and Employee's employment with the Company hereunder, effective upon delivery of written notice of termination to Employee, at any time without Cause, as defined above. Upon any such termination without Cause or upon the expiration of the term hereof, Employee shall be entitled to severance pay equal to that to which the Employee would otherwise be entitled through June 30, 1999. The Company and Employee agree that Employee shall have the responsibilities, duties and authority as are reasonably consistent with Employee's position as the of the Company. Notwithstanding the foregoing, Employee acknowledges that Company may retain a new Chief Operating Officer during the term of this Agreement. In such case, Employee agrees to assist the Company and the new Chief Operating Officer with the transfer of duties, responsibilities, and information of Employee to the new Chief Operating Officer and Company may relocate Employee either within or outside of the Company's principal office without violating the terms of this Agreement. 6.3 Termination for Death or Disability. Employee's obligations and employment hereunder shall terminate immediately, without further notice or action, upon either of the following events: (a) The death of Employee. In such event, the Company shall pay to Employee's estate his Base Salary and any other rights (including the annual bonus, if any) accrued to the date of death. (b) Employee shall be unable to perform the normal duties of his employment for a period of 90 days as a result of illness or injury. In such event, the Company shall pay to Employee has Base Salary for the 90-day period following the date active services cease and any other rights (including the annual bonus, if any) accrued to that date. Thereafter, Employee shall receive from the Company only such disability income as may be received by the Company from policies covering Employee, if any, and vested benefits under any employee benefit plan in accordance with the terms of that plan. 6.4 Termination by Employee. Employee may terminate his employment with the Company hereunder at any time by providing 60 days' prior written notice to the Company. On the effective date of termination, the Company shall pay to Employee his Base Salary and any rights accrued through the date of termination. 7. Restrictive Covenants. Employee shall not, except on behalf of the Company, either directly or indirectly, on his own account, or as an employee, consultant, agent, partner, joint venturer, owner, officer, director or stockholder of any other person, firm, partnership, corporation or other entity, or in any other capacity, in any way: 7.1 Except as otherwise specifically permitted in that certain Restrictive Covenant Agreement dated the date hereof, during the term of his employment, within the United States of America, including Page 3 - EMPLOYMENT AGREEMENT its possessions and territories, conduct, engage in or aid or assist anyone in the conduct of a business which is substantially similar to or directly competitive with the Business; 7.2 During the term of his employment and for a period of one year thereafter, solicit, divert, take away or accept orders from, or attempt to solicit, divert, take away or accept orders from, any person, firm, partnership, corporation or other entity, wherever located, for whom the Company performed any services or to whom the Company sold any product within the immediately preceding 12-month period. 7.3 During the term of his employment and for a period of one year thereafter, solicit, attempt to solicit, hire for employment or engage any person who was an employee, independent contractor or agent employed by or engaged by the Company within the immediately preceding 12-month period. 7.4 Use for himself or for any other person, firm, corporation, partnership, association or other entity, or divulge or disclose in any manner to any person, firm, corporation, partnership, association or other entity, the identity of the Company's residents or other customers, methods of operation, financial data, sources of supply, know-how, pricing information, records, books, agreements, techniques, forms, procedures, systems, financial information or other trade secrets or confidential or proprietary information used in or relating to the Business (hereinafter referred to as the "Confidential Information"). Notwithstanding anything to the contrary contained in this Agreement, the restrictions on Employee's disclosure and use of the Confidential Information shall not apply to (i) information, or techniques which are or become generally known to the public, other than through disclosure (whether deliberate or inadvertent) by Employee or (ii) disclosure of Confidential Information in judicial or administrative proceedings to the extent Employee is legally compelled to disclose such information, provided Employee shall have used his best efforts, and shall have afforded the Company the opportunity, to obtain an appropriate protective order or other assurance satisfactory to the Company or confidential treatment for the information required to be so disclosed. 7.5 Employee hereby agrees that the periods of time, geographical scope and other limitations provided for in this Section 7 above are the minimum such terms necessary to protect the Company and its successors and assigns in the use and employment of the goodwill respecting the Business and the Company. Employee further agrees that damages cannot adequately compensate the Company in the event of Employee's breach of any of the covenants contained in this Section 7. Accordingly, Employee agrees that in the event of a breach of any of such covenants, the Company shall be entitled to obtain injunctive relief against Employee, without bond but upon due notice, in addition to such other relief as may appertain at law or in equity. Obtainment of any such injunction by the Company shall not be deemed an election of remedies or a waiver of any right to assert any other remedies the Company may have at law or in equity. The existence of any claim or cause of action of Employee against the Company, of whatever nature, shall not constitute a defense to the Company's enforcement of such restrictive covenants. To the extent any of such restrictive covenants are deemed unenforceable by virtue of their scope in terms of geographical area, length of time or otherwise, but may be made enforceable by limitations hereon, Employee agrees that the same shall be enforceable to the fullest extent permissible under the laws and public policies of the jurisdiction in which enforcement is sought. The parties hereto hereby authorize any court of competent jurisdiction to modify or reduce the scope of the restrictive covenants to the extent necessary to make such restrictive covenants enforceable. 7.6 Employee agrees to indemnify and hold the Company harmless from and against any and all loss, cost, damages, liability and expense (including, without limitation, reasonable attorneys' fees, Page 4 - EMPLOYMENT AGREEMENT court costs and reasonable litigation expenses) which the Company shall suffer, sustain or incur as a result of, arising from or in connection with any failure of performance or breach of agreement by Employee hereunder after a final non-appealable order from a court of competent jurisdiction. 8. Miscellaneous Provisions. 8.1 Severability. If any provision of this Agreement is deemed by any court of competent jurisdiction to be invalid or unenforceable for any reason, the remaining terms and provisions hereof shall remain binding upon the parties. 8.2 Notices. All notices and other communications required or permitted hereunder shall be in writing; shall be delivered personally, including by means of telecopy, or mailed by registered or certified mail, postage prepaid and return receipt requested; shall be deemed given on the date of personal delivery or on the date set forth on the return receipt; and shall be delivered or mailed to the addresses or telecopy numbers set forth below or to such other address as any party may from time to time direct: If to the Regent Assisted Living, Inc. Company, to: 121 SW Morrison Street, Suite 1000 Portland, OR 97204 Telecopy: (503) 274-4685 Attention: President Copy to: Regent Assisted Living, Inc. Company, to: 121 SW Morrison Street, Suite 1000 Portland, OR 97204 Telecopy: (503) 274-4685 Attention: Chief Legal Officer If to Eric W. Jacobsen Employee, 01350 SW Radcliffe Road to: Portland, OR 97219 8.3 Benefit and Assignment. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns. The rights and obligations of Employee hereunder are personal to him and are not subject to voluntary or involuntary alienation or transfer by him. 8.4 Waiver; Amendment. The provisions of this Agreement may be waived or amended only by an instrument in writing signed by the party against which enforcement of the amendment or waiver is sought. Any waiver of any term or condition of this Agreement or any breach hereof shall not operate as a waiver of any other such term, condition or breach, and no failure to enforce any provision hereof shall operate as a waiver of such provision or of any other provision hereof. 8.5 Attorneys' Fees. If suit or action is filed by either party to enforce this Agreement or otherwise with respect to the subject matter of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees as fixed by the trial court and, if any appeal is taken from the decision of the trial court, reasonable attorneys' fees as fixed by the appellate court. Page 5 - EMPLOYMENT AGREEMENT 8.6 Headings. The section headings in this Agreement are for convenience only and shall not control or affect the meaning or construction of the provisions of this Agreement. 8.7 Entire Agreement. This Agreement sets for the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, understandings or written agreements among the parties hereto relating to the subject matter contained herein, and merges all prior and contemporaneous discussions among them. Without limiting the foregoing, the parties agree that all prior written or oral agreements between Employee and the Company, or any predecessor or affiliate of the Company, regarding the terms of Employee's employment are terminated and superseded by this Agreement. 8.8 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Oregon (except for its choice-of-law provisions). IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. THE COMPANY: REGENT ASSISTED LIVING, INC. By: WALTER C. BOWEN -------------------------------- Walter C. Bowen, President ERIC W. JACOBSEN EMPLOYEE: ----------------------------------- Eric W. Jacobsen Page 6 - EMPLOYMENT AGREEMENT EX-10.31 3 RESTRICTIVE COVENANT AGREEMENT - ERIC W. JACOBSEN RESTRICTIVE COVENANT AGREEMENT THIS RESTRICTIVE COVENANT AGREEMENT ("Agreement") is made effective as of this 16th day of March, 1999, by and between Regent Assisted Living, Inc., an Oregon corporation (the "Company"), and Eric W. Jacobsen (the "Officer"). A. The Company is principally engaged in the business of owning, operating and developing assisted living communities (the "Business"). B. This Agreement is being executed in connection with the re-negotiation and execution of a new Employment Agreement (the "Employment Agreement") by and between Company and Officer and the issuance of 100,000 shares of options (the "Options") to Officer under the terms of the Company's 1995 Stock Incentive Plan adopted August 28, 1995 (the "Plan"), and on the further terms and subject to the conditions of the two Regent Assisted Living, Inc. Stock Option Agreement dated as of the date hereof (the "Option Agreements") between the Company and the Officer. C. As an employee of the Company pursuant to the Employment Agreement, the Officer is expected to obtain extensive knowledge of the operations and financial condition of the Business, as well as strong contacts and relationships with the Company's suppliers, customers and employees. F. The Company is unwilling to enter into the Option Agreements or the Employment Agreement unless the Officer agrees to be bound by the terms of this Agreement. G. To induce the Company to enter into the Option Agreements and the Employment Agreement, the Officer desires to execute this Agreement and to be bound by the terms hereof. AGREEMENT: NOW, THEREFORE, in consideration of the covenants and mutual agreements set forth herein and other good and valuable consideration, including Purchaser's execution and delivery of the Option Agreements and the Employment Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Restrictive Covenants. Except for the benefit of the Company, the Officer shall not, either directly or indirectly, on his own account, or as an employee, consultant, agent, partner, joint venturer, owner, officer, director or stockholder (except for holdings of less than two percent (2%) of the stock of a publicly traded company which are held solely for investment purposes, and which do not involve the performance of any active services by the Officer for any other person, firm, partnership, corporation or other entity, or in any other capacity), in any way: (a) From the date of this Agreement until September 30, 2000, conduct, engage in, aid or assist anyone in the conduct of a business which is competitive with the Business (provided, however, if Officer's employment by the Company is terminated by the Company without Cause (as defined in the Employment Agreement) then Officer's obligation under this paragraph (a) shall be only for one year after the date of termination) of Company within a 10-mile radius of any assisted living or Alzheimer's care community that as of September 30, 1999, either was owned, leased, or managed by the Company or was under planning, development, construction, or acquisition by or Page 1 - RESTRICTIVE COVENANT AGREEMENT for the Company; (b) From the date of this Agreement until September 30, 2001, solicit, divert, take away or accept orders or business from, or attempt to solicit, divert, take away or accept orders from, any person, firm, partnership, corporation or other entity, wherever located, for whom the Company performed any services or to whom the Company sold any product within the immediately preceding twelve (12) month period, or with whom the Company was a third-party manager or with whom the Company had a business relationship to develop or own similar facilities (specifically, Officer may participate in projects located in La Grande, Oregon and Red Bluff, California); or (c) From the date of this Agreement until September 30, 2001, hire solicit for hire or attempt to solicit for hire for employment, or engage, any person who is employee or agent of the Company or was an employee or agent of the Company within the immediately preceding twelve (12) month period; or (d) Use for himself or for any other person, firm, corporation, partnership, association or other entity, or divulge or disclose in any manner to any person, firm, corporation, partnership, association or other entity, the identity of the Company's residents or other customers the methods of operation, financial data, sources of supply, know-how, pricing information, records, books, agreements, techniques, forms, procedures, systems, financial information or other trade secrets or confidential or proprietary information used in or relating to the Business (hereinafter referred to as the "Confidential Information"). Notwithstanding anything to the contrary contained in this Agreement, the restrictions on the Officer's disclosure and use of the Confidential Information shall not apply to (i) information, or techniques which are or become generally known to the public, other than through disclosure (whether deliberate or inadvertent) by the Officer; or (ii) disclosure of Confidential Information in judicial or administrative proceedings to the extent the Officer is legally compelled to disclose such information, provided the Officer shall have used the Officer's best efforts, and shall have afforded the Company the opportunity, to obtain an appropriate protective order or other assurance satisfactory to the Company of confidential treatment for the information required to be so disclosed; or (e) Notwithstanding anything to the contrary in this Agreement, Executive may continue to hold his current interest in any of congregate care or assisted living properties, or in any other congregate care or assisted living property approved by the Company's Board of Directors (which approval shall not be unreasonably withheld), provided that Executive shall hold any such interest for investment purposes only and shall not take an active role in the management of any such properties. The Company's rights and Officer's obligation under each of the paragraphs above is in addition to and not in lieu of the respective rights and obligations of the Company and Officer under any other paragraph above. 2. Remedies. The Officer hereby agrees that the periods of time, geographical scope and other restrictions provided for in Section 1 above are the minimum such terms necessary to protect the Company and its successors and assigns in the use and enjoyment of the goodwill associated with the Business. The Officer further agrees that damages cannot adequately compensate the Company in the event of the Officer's breach of any of the covenants contained in Section 1 above. Accordingly, the Officer agrees that in the event of a breach of any of such covenants, the Company shall be entitled to Page 2 - RESTRICTIVE COVENANT AGREEMENT obtain injunctive relief against the Officer, without bond but upon due notice, in addition to such other relief as may be available at law or in equity. Obtainment of any such injunction by the Company shall not be deemed an election of remedies or a waiver of any right to obtain any other remedies the Company may have at law or in equity. The existence of any claim or cause of action of the Officer against the Company or the Company of whatever nature shall not constitute a defense to the Company's enforcement of such restrictive covenants. To the extent any of such restrictive covenants are deemed unenforceable by virtue of their scope, in terms of geographical area or length of time or otherwise, but may be made enforceable by limitations thereon, the Officer agrees that such covenants shall be enforceable to the fullest extent permissible under the laws and public policies of the jurisdiction in which enforcement is sought. The parties hereby authorize any court of competent jurisdiction to modify or reduce the scope of the restrictive covenants to the extent necessary to make such restrictive covenants enforceable. 3. Indemnification. The Officer agrees to indemnify and hold the Company and its affiliates harmless from and against any and all loss, cost, damage, liability and expense including, without limitation, reasonable attorneys' fees, court costs and reasonable litigation expenses) which the Company or any such affiliate shall suffer, sustain or incur as a result of, arising from or in connection with any failure or breach by the Officer hereunder. 4. Miscellaneous. (a) Written Agreement to Govern. This Agreement, the Option Agreements, and the Employment Agreement set forth the entire understanding of the parties with respect to the subject matter hereof, supersede all prior discussions, negotiations, understandings or written agreements among the parties hereto relating to the subject matter contained herein, and merge all prior and contemporaneous discussions among the parties. (b) Severability. The parties expressly agree that it is not the intention of any party hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. Subject to Section 2 of this Agreement, if any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, sentences, words, clauses or combinations thereof shall be inoperative, and the remainder of this Agreement shall remain binding upon the parties hereto. (c) Law to Govern. The validity, construction and enforceability of this Agreement shall be governed in all respects by the laws of the State of Oregon, without regard to its conflict of laws rules. The Officer hereby consents and submits to the exclusive jurisdiction of the courts of the State of Oregon and the U.S. District Court for the District of Oregon with respect to any actions or causes of action arising hereunder. The Officer further agrees that Portland, Oregon shall be the exclusive venue of any actions or causes of action arising hereunder. (d) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, personal representatives, successors and assigns. (e) Waiver of Provisions. The terms, covenants, representations, warranties and conditions of this Agreement may be waived only by a written instrument executed by the party waiving compliance. The failure of any party at any time to require performance of any provisions hereof shall, in no manner, affect the right at a later date to enforce the same. No waiver by any Page 3 - RESTRICTIVE COVENANT AGREEMENT party of any condition, or breach of any provision, term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or of the breach of any other provision, term or covenant of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. OFFICER ERIC W. JACOBSEN ----------------------------------- Eric W. Jacobsen REGENT ASSISTED LIVING, INC. By: WALTER C. BOWEN -------------------------------- Walter C. Bowen, President Page 4 - RESTRICTIVE COVENANT AGREEMENT EX-10.32 4 EMPLOYMENT AGREEMENT - LOUIS SWART REGENT ASSISTED LIVING, INC. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 12th day of April, 1999, by and between REGENT ASSISTED LIVING, INC., an Oregon corporation (the "Company"), and LOUIS SWART ("Executive") to be effective the date hereof. RECITALS: A. The Company is engaged in the business of developing and operating assisted living residences for senior citizens (the "Business"). B. Executive possesses certain skills, expertise and contacts related to the Business. C. Because of those skills, expertise and contacts, the Company desires to employ Executive, and Executive desires to accept employment with the Company, on the terms and conditions set forth herein. AGREEMENT: NOW, THEREFORE, in consideration of the covenants and mutual agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Employment; Term. The Company hereby employs Executive to perform the duties described herein, and Executive hereby accepts employment with the Company, for a term commencing on the date hereof and expiring at the close of business on April 11, 2004, unless earlier terminated in accordance with Section 6 below. 2. Position and Duties. 2.1 Position. During the term of his employment Executive shall serve as Chief Operating Officer of the Company. Executive shall make available all of his business time, attention, skill and efforts for performing services for the Company, and shall devote as much of his business time, attention, skill and efforts to the performance of such services as is required by the Company's Board of Directors (the "Board of Directors"). Executive shall, at all times, be subject to the authority of the Board of Directors. 2.2 General Terms of Employment. Executive shall be subject to the general terms and conditions of employment applicable to employees of the Company, as established by the Board of Directors from time to time, including, without limitation, all conditions relating to compliance with federal and/or state laws and other governmental rules and regulations issued thereunder as the same may be in effect from time to time. Page 1 - EMPLOYMENT AGREEMENT 3. Compensation. 3.1 Base Salary. As compensation for Executive's services under this Agreement, the Company shall pay to Executive during the term of employment an annual salary (the "Base Salary") of One Hundred Seventy-Five Thousand Dollars ($175,000), subject to all applicable income tax withholding and other payroll taxes. The Base Salary shall be payable in accordance with the Company's normal payroll practices or on such other basis mutually agreed upon by the parties. The Board of Directors (or the Compensation Committee of the board of Directors) may adjust the Base Salary upwards, but not downwards, on an annual basis. 3.2 Annual Bonus. Executive shall be eligible to receive an annual bonus to be determined and paid at the time and in the manner established annually by the Board of Directors. 4. Benefits. During the term of his employment, Executive shall be entitled to and shall receive all benefits that are customarily provided by the Company to it employees generally, subject to any eligibility requirements. 5. Reimbursement of Expenses. The Company shall pay or reimburse Executive for all reasonable travel and other expenses incurred by Executive in performing his obligations under this Agreement, provided that: 5.1 Each such expenditure is incurred by Executive in accordance with such policy guidelines as may be established by the Board of Directors from time to time; and 5.2 Executive furnishes to the Company adequate records and other documentary evidence required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of each such expenditure. 6. Termination of Employment. 6.1 Termination of the Company for Cause. The Company may terminate this Agreement and Executive's employment with the Company hereunder, effective upon delivery of written notice of termination to Executive setting forth the basis of such termination, for Cause, which shall be defined as any of the following: (a) Any misappropriation of funds or property of the Company by Executive; (b) The conviction of or plea of guilty or nolo contendere by Executive of a felony or of any crime involving moral turpitude; (c) Elective's engagement in illegal or immoral conduct tending to place Executive or the Company, by association with Executive, in disrepute; (d) Indulgence in alcohol or drugs to an extent that renders Executive generally unable or unfit to perform his duties hereunder; (e) Executive's gross dereliction of duty; or Page 2 - EMPLOYMENT AGREEMENT (f) Any act or omission that constitutes a material breach by Executive of his obligations under this Agreement. On the effective date of termination, the Company shall pay to Executive his Base Salary accrued through the date of termination. No annual bonus for the fiscal year in which termination is effective or for any subsequent year will be paid. 6.2 Termination by the Company without Cause. The Company may terminate this Agreement and Executive's employment with the Company hereunder, effective upon delivery of written notice of termination to Executive, at any time without Cause, as defined above. Upon any such termination without Cause, Executive shall be entitled to a cash payment from the Company. If Executive was employed by the Company for less than one calendar year the cash payment shall be equal to one-half of the Executive's yearly Base Salary at the rate in effect on the date of termination. Otherwise, the cash payment shall equal the Executive's yearly Base Salary at the rate in effect on the date of termination. The Company and Executive agree that Executive shall have the responsibilities, duties and authority as are reasonably consistent with Executive's position as the of the Company, and that the reduction of Executive's responsibilities, duties and authority materially below such level, a transfer of Executive from the Company's principal executive office, the physical move of the principal executive office to a location more than 45 miles from its current location, or a material breach by the Company of this Agreement or any stock option agreement with Executive, shall be deemed a termination of Executive without Cause. 6.3 Termination for Death or Disability. Executive's obligations and employment hereunder shall terminate immediately, without further notice or action, upon either of the following events: (a) The death of Executive. In such event, the Company shall pay to Executive's estate his Base Salary and any other rights (including the annual bonus, if any) accrued to the date of death. (b) Executive shall be unable to perform the normal duties of his employment for a period of 90 days as a result of illness or injury. In such event, the Company shall pay to Executive has Base Salary for the 90-day period following the date active services cease and any other rights (including the annual bonus, if any) accrued to that date. Thereafter, Executive shall receive from the Company only such disability income as may be received by the Company from policies covering Executive, if any, and vested benefits under any employee benefit plan in accordance with the terms of that plan. 6.4 Termination by Executive. Executive may terminate his employment with the Company hereunder at any time by providing 60 days' prior written notice to the Company. On the effective date of termination, the Company shall pay to Executive his Base Salary and any rights accrued through the date of termination. 7. Restrictive Covenants. Executive shall not, except on behalf of the Company, either directly or indirectly, on his own account, or as an employee, consultant, agent, partner, joint venturer, owner, officer, director or stockholder of any other person, firm, partnership, corporation or other entity, or in any other capacity, in any way: Page 3 - EMPLOYMENT AGREEMENT 7.1 During the term of his employment, within the United States of America, including its possessions and territories, conduct, engage in or aid or assist anyone in the conduct of a business which is substantially similar to or directly competitive the Business; 7.2 During the term of his employment, solicit, divert, take away or accept orders from, or attempt to solicit, divert, take away or accept orders from, any person, firm, partnership, corporation or other entity, wherever located, for whom the Company performed any services or to whom the Company sold any product within the immediately preceding 12-month period. 7.3 During the term of his employment, solicit, attempt to solicit, hire for employment or engage any person who was an employee, independent contractor or agent employed by or engaged by the Company within the immediately preceding 12-month period. 7.4 Use for himself or for any other person, firm, corporation, partnership, association or other entity, or divulge or disclose in any manner to any person, firm, corporation, partnership, association or other entity, the identity of the Company's residents or other customers, methods of operation, financial data, sources of supply, know-how, pricing information, records, books, agreements, techniques, forms, procedures, systems, financial information or other trade secrets or confidential or proprietary information used in or relating to the Business (hereinafter referred to as the "Confidential Information"). Notwithstanding anything to the contrary contained in this Agreement, the restrictions on Executive's disclosure and use of the Confidential Information shall not apply to (i) information, or techniques which are or become generally known to the public, other than through disclosure (whether deliberate or inadvertent) by Executive or (ii) disclosure of Confidential Information in judicial or administrative proceedings to the extent Executive is legally compelled to disclose such information, provided Executive shall have used his best efforts, and shall have afforded the Company the opportunity, to obtain an appropriate protective order or other assurance satisfactory to the Company or confidential treatment for the information required to be so disclosed. 7.5 Executive hereby agrees that the periods of time, geographical scope and other limitations provided for in this Section 7 above are the minimum such terms necessary to protect the Company and its successors and assigns in the use and employment of the goodwill respecting the Business and the Company. Executive further agrees that damages cannot adequately compensate the Company in the event of Executive's breach of any of the covenants contained in this Section 7. Accordingly, Executive agrees that in the event of a breach of any of such covenants, the Company shall be entitled to obtain injunctive relief against Executive, without bond but upon due notice, in addition to such other relief as may appertain at law or in equity. Obtainment of any such injunction by the Company shall not be deemed an election of remedies or a waiver of any right to assert any other remedies the Company may have at law or in equity. The existence of any claim or cause of action of Executive against the Company, of whatever nature, shall not constitute a defense to the Company's enforcement of such restrictive covenants. To the extent any of such restrictive covenants are deemed unenforceable by virtue of their scope in terms of geographical area, length of time or otherwise, but may be made enforceable by limitations hereon, Executive agrees that the same shall be enforceable to the fullest extent permissible under the laws and public policies of the jurisdiction in which enforcement is sought. The parties hereto hereby authorize any court of competent jurisdiction to modify or reduce the scope of the restrictive covenants to the extent necessary to make such restrictive covenants enforceable. 7.6 Executive agrees to indemnify and hold the Company harmless from and against any and all loss, cost, damages, liability and expense (including, without limitation, reasonable attorneys' fees, court costs and reasonable litigation expenses) which the Company shall suffer, sustain or incur as a result Page 4 - EMPLOYMENT AGREEMENT of, arising from or in connection with any failure of performance or breach of agreement by Executive hereunder after a final non-appealable order from a court of competent jurisdiction. 8. Miscellaneous Provisions. 8.1 Severability. If any provision of this Agreement is deemed by any court of competent jurisdiction to be invalid or unenforceable for any reason, the remaining terms and provisions hereof shall remain binding upon the parties. 8.2 Notices. All notices and other communications required or permitted hereunder shall be in writing; shall be delivered personally, including by means of telecopy, or mailed by registered or certified mail, postage prepaid and return receipt requested; shall be deemed given on the date of personal delivery or on the date set forth on the return receipt; and shall be delivered or mailed to the addresses or telecopy numbers set forth below or to such other address as any party may from time to time direct: If to the Regent Assisted Living, Inc. Company, to: 121 SW Morrison Street, Suite 1000 Portland, OR 97204 Telecopy: (503) 274-4685 Attention: President Copy to: Regent Assisted Living, Inc. Company, to: 121 SW Morrison Street, Suite 1000 Portland, OR 97204 Telecopy: (503) 274-4685 Attention: Chief Legal Officer If to Louis Swart Executive, ____________________ to: ____________________ 8.3 Benefit and Assignment. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns. The rights and obligations of Executive hereunder are personal to him and are not subject to voluntary or involuntary alienation or transfer by him. 8.4 Waiver; Amendment. The provisions of this Agreement may be waived or amended only by an instrument in writing signed by the party against which enforcement of the amendment or waiver is sought. Any waiver of any term or condition of this Agreement or any breach hereof shall not operate as a waiver of any other such term, condition or breach, and no failure to enforce any provision hereof shall operate as a waiver of such provision or of any other provision hereof. 8.5 Attorneys' Fees. If suit or action is filed by either party to enforce this Agreement or otherwise with respect to the subject matter of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees as fixed by the trial court and, if any appeal is taken from the decision of the trial court, reasonable attorneys' fees as fixed by the appellate court. 8.6 Headings. The section headings in this Agreement are for convenience only and shall not control or affect the meaning or construction of the provisions of this Agreement. Page 5 - EMPLOYMENT AGREEMENT 8.7 Entire Agreement. This Agreement sets for the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, understandings or written agreements among the parties hereto relating to the subject matter contained herein, and merges all prior and contemporaneous discussions among them. Without limiting the foregoing, the parties agree that all prior written or oral agreements between Executive and the Company, or any predecessor or affiliate of the Company, regarding the terms of Executive's employment are terminated and superseded by this Agreement. 8.8 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Oregon (except for its choice-of-law provisions). IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. THE COMPANY: REGENT ASSISTED LIVING, INC. By: WALTER C. BOWEN -------------------------------- Walter C. Bowen, President LOUIS SWART EXECUTIVE: ----------------------------------- Louis Swart EX-10.33 5 RESTRICTIVE COVENANT AGREEMENT - LOUIS SWART RESTRICTIVE COVENANT AGREEMENT THIS RESTRICTIVE COVENANT AGREEMENT ("Agreement") is made effective as of this 12th day of April, 1999, by and between Regent Assisted Living, Inc., an Oregon corporation (the "Company"), and Louis Swart (the "Officer"). A. The Company is principally engaged in the business of owning, operating and developing assisted living communities (the "Business"). B. Pursuant to that certain resolution of the Company's Board of Directors dated to be effective March 31, 1999, Officer has been granted an option to purchase 50,000 shares of the Company's common stock (the "Option") through the Regent Assisted Living, Inc. 1995 Stock Incentive Plan adopted August 28, 1995 (the "Plan"), on the terms and subject to the conditions of the Incentive Stock Option Agreement dated the date hereof (the "Option Agreement") between the Company and the Officer. C. As of this date, Officer has commenced employment with the Company pursuant to the Employment Agreement dated this date (the "Employment Agreement") between the Company and the Officer. As an employee of the Company pursuant to the Employment Agreement, the Officer is expected to obtain extensive knowledge of the operations and financial condition of the Business, as well as strong contacts and relationships with the Company's suppliers, customers and employees. D. The Company is unwilling to enter into the Option Agreement or the Employment Agreement unless the Officer agrees to be bound by the terms of this Agreement. E. To induce the Company to enter into the Option Agreement and the Employment Agreement, the Officer desires to execute this Agreement and to be bound by the terms hereof. AGREEMENT NOW, THEREFORE, in consideration of the covenants and mutual agreements set forth herein and other good and valuable consideration, including Purchaser's execution and delivery of the Option Agreement and the Employment Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Restrictive Covenants. Except for the benefit of the Company, the Officer shall not, either directly or indirectly, on his own account, or as an employee, consultant, agent, partner, joint venturer, owner, officer, director or stockholder (except for holdings of less than two percent (2%) of the stock of a publicly traded company which are held solely for investment purposes, and which do not involve the performance of any active services by the Officer for any other person, firm, partnership, corporation or other entity, or in any other capacity), in any way: (a) From the date of this Agreement until the later of four years after the date of this Agreement or one year after the termination of the Officer's employment by the Company for any reason pursuant to the Employment Agreement, within the United States of America, including its possessions and territories, conduct, engage in, aid or assist anyone in the conduct of a business which is competitive with the Business (provided, however, if Officer's employment by the Company is terminated by the Company without Cause (as defined in the Employment Agreement) Page 1 - RESTRICTIVE AGREEMENT then Officer's obligation under this paragraph (a) shall be only for one year after the date of termination); or (b) From the date of this Agreement until the later of four years after the date of this Agreement or one year after the termination of the Officer's employment by the Company for any reason pursuant to the Employment Agreement, with respect to the type of products or services offered for sale to the Company's residents and other customers, solicit, divert, take away or accept orders or business from, or attempt to solicit, divert, take away or accept orders from, any person, firm, partnership, corporation or other entity, wherever located, for whom the Company performed any services or to whom the Company sold any product within the immediately preceding twelve (12) month period; or (c) From the date of this Agreement until the later of four years after the date of this Agreement or one year after the termination of the Officer's employment by the Company for any reason pursuant to the Employment Agreement, hire solicit for hire or attempt to solicit for hire for employment, or engage, any person who is employee or agent of the Company or was an employee or agent of the Company within the immediately preceding twelve (12) month period; or (d) Use for himself or for any other person, firm, corporation, partnership, association or other entity, or divulge or disclose in any manner to any person, firm, corporation, partnership, association or other entity, the identity of the Company's residents or other customers, the methods of operation, financial data, sources of supply, know-how, pricing information, records, books, agreements, techniques, forms, procedures, systems, financial information or other trade secrets or confidential or proprietary information used in or relating to the Business (hereinafter referred to as the "Confidential Information"). Notwithstanding anything to the contrary contained in this Agreement, the restrictions on the Officer's disclosure and use of the Confidential Information shall not apply to (i) information or techniques which are or become generally known to the public, other than through disclosure (whether deliberate or inadvertent) by the Officer; or (ii) disclosure of Confidential Information in judicial or administrative proceedings to the extent the Officer is legally compelled to disclose such information, provided the Officer shall have used the Officer's best efforts, and shall have afforded the Company the opportunity, to obtain an appropriate protective order or other assurance satisfactory to the Company of confidential treatment for the information required to be so disclosed. (e) Notwithstanding anything to the contrary in this Agreement, Executive may hold an interest in any congregate care or assisted living property approved by the Company's Board of Directors (which approval shall not be unreasonably withheld), provided that Executive shall hold any such interest for investment purposes only and shall not take an active role in the management of any such properties. (f) Executive shall have no obligations under paragraphs (a), (b) or (c), above, in the event the Officer's employment is terminated on or after March 31, 2001. (g) Nothing in this Agreement shall in any manner prohibit Officer from engaging in the private practice of law so long as Officer does not divulge Confidential Information in breach of paragraph (d) above. Page 2 - RESTRICTIVE AGREEMENT The Company's rights and Officer's obligation under each of the paragraphs above is in addition to and not in lieu of the respective rights and obligations of the Company and Officer under any other paragraph above. 2. Remedies. The Officer hereby agrees that the periods of time, geographical scope and other restrictions provided for in Section 1 above are the minimum such terms necessary to protect the Company and its successors and assigns in the use and enjoyment of the goodwill associated with the Business. The Officer further agrees that damages cannot adequately compensate the Company in the event of the Officer's breach of any of the covenants contained in Section 1 above. Accordingly, the Officer agrees that in the event of a breach of any of such covenants, the Company shall be entitled to obtain injunctive relief against the Officer, without bond but upon due notice, in addition to such other relief as may be available at law or in equity. Obtaining of any such injunction by the Company shall not be deemed an election of remedies or a waiver of any right to obtain any other remedies the Company may have at law or in equity. The existence of any claim or cause of action of the Officer against the Company or the Company of whatever nature shall not constitute a defense to the Company's enforcement of such restrictive covenants. To the extent any of such restrictive covenants are deemed unenforceable by virtue of their scope, in terms of geographical area or length of time or otherwise, but may be made enforceable by limitations thereon, the Officer agrees that such covenants shall be enforceable to the fullest extent permissible under the laws and public policies of the jurisdiction in which enforcement is sought. The parties hereby authorize any court of competent jurisdiction to modify or reduce the scope of the restrictive covenants to the extent necessary to make such restrictive covenants enforceable. 3. Indemnification. The Officer agrees to indemnify and hold the Company and its affiliates harmless from and against any and all loss, cost, damage, liability and expense including, without limitation, reasonable attorneys' fees, court costs and reasonable litigation expenses) which the Company or any such affiliate shall suffer, sustain or incur as a result of, arising from or in connection with any failure or breach by the Officer hereunder. 4. Miscellaneous. (a) Written Agreement to Govern. This Agreement, the Option Agreement, and the Employment Agreement set forth the entire understanding of the parties with respect to the subject matter hereof, supersede all prior discussions, negotiations, understandings or written agreements among the parties hereto relating to the subject matter contained herein, and merge all prior and contemporaneous discussions among the parties. (b) Severability. The parties expressly agree that it is not the intention of any party hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. Subject to Section 2 of this Agreement, if any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, sentences, words, clauses or combinations thereof shall be inoperative, and the remainder of this Agreement shall remain binding upon the parties hereto. (c) Law to Govern. The validity, construction and enforceability of this Agreement shall be governed in all respects by the laws of the State of Oregon, without regard to its conflict of laws rules. The Officer hereby consents and submits to the exclusive jurisdiction of the courts of the State of Oregon and the U.S. District Court for the District of Oregon with respect to any actions or causes of action arising hereunder. The Officer further agrees that Portland, Oregon shall be the exclusive venue of any actions or causes of action arising hereunder. Page 3 - RESTRICTIVE AGREEMENT (d) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, personal representatives, successors and assigns. (e) Waiver of Provisions. The terms, covenants, representations, warranties and conditions of this Agreement may be waived only by a written instrument executed by the party waiving compliance. The failure of any party at any time to require performance of any provisions hereof shall, in no manner, affect the right at a later date to enforce the same. No waiver by any party of any condition, or breach of any provision, term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or of the breach of any other provision, term or covenant of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. OFFICER LOUIS SWART ----------------------------------- Louis Swart REGENT ASSISTED LIVING, INC. By: WALTER C. BOWEN -------------------------------- Walter C. Bowen, President Page 4 - RESTRICTIVE AGREEMENT EX-27 6 FDS
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED BALANCE SHEET OF REGENT ASSISTED LIVING, INC. AS OF MARCH 31, 1999, AND THE RELATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS IN THE PERIOD ENDED MARCH 31, 1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS DEC-31-1999 JAN-01-1999 MAR-31-1999 4,202,438 0 610,828 37,000 0 7,346,765 49,119,530 1,660,235 60,865,063 5,960,095 44,188,849 0 9,349,841 10,808,703 (18,054,414) 60,865,063 11,846,037 11,926,576 8,586,461 13,394,500 0 0 524,606 (2,000,995) 0 (2,000,995) 0 0 0 (2,000,995) (.46) (.46)
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