-----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, INaI/qLaF4sSPBsyTEikVhDlrz/aUSeu7J842oXH0uIO+izlzZ4CCK13etMzGsL1 +ZcJcP6lpFixXZwkhNSFaw== 0001017062-01-500370.txt : 20010522 0001017062-01-500370.hdr.sgml : 20010522 ACCESSION NUMBER: 0001017062-01-500370 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOUNTAIN VIEW INC CENTRAL INDEX KEY: 0001055468 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-57279 FILM NUMBER: 1644963 BUSINESS ADDRESS: STREET 1: 11900 W OLYMPIC BLVD STREET 2: STE 680 CITY: LOS ANGELES STATE: CA ZIP: 90064 BUSINESS PHONE: 3105710351 MAIL ADDRESS: STREET 1: 11900 W OLYMPIC BLVD STREET 2: STE 680 CITY: LOS ANGELES STATE: CA ZIP: 90064 10-Q 1 d10q.txt QUARTERLY REPORT ENDED 03/31/2001 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended March 31, 2001 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission file number 333-57279 FOUNTAIN VIEW, INC. (Exact name of Registrant as specified in its charter) Delaware 95-4644784 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2600 W. Magnolia Blvd., Burbank, CA 91505-3031 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (818) 841-8750 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Indicate by check mark whether the registrant (1) has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Not Applicable. APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of May 21, 2001, the number of shares of each class of the Issuer's common stock outstanding was as follows: Series A Common Stock: 1,000,000; Series B Common Stock: 114,202; and Series C Common Stock: 20,742. ================================================================================ TABLE OF CONTENTS FOUNTAIN VIEW, INC. Pages ------- PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statements of Operations 1 Consolidated Balance Sheets 2, 3 Consolidated Statements of Cash Flows 4 Notes to Consolidated Financial Statements 5 - 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 - 9 Item 3. Quantitative and Qualitative Disclosures of Market Risk 10 PART II - OTHER INFORMATION Item 3. Defaults Upon Senior Securities 10 Item 6. Exhibits and Reports on Form 8-K 10 SIGNATURES 10 PART I - FINANCIAL INFORMATION Item 1. Financial Statements FOUNTAIN VIEW, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands)
Three Months Ended March 31, 2001 2000 ---------------------------- Net revenues $76,863 $71,567 Expenses: Salaries and benefits 41,545 36,576 Supplies 10,446 9,052 Purchased services 8,155 6,916 Provision for doubtful accounts 1,179 1,063 Other expenses 5,774 5,199 Charge related to decertification of facility - 1,698 Rent 1,380 1,304 Rent to related parties 474 462 Depreciation and amortization 4,014 3,938 Interest expense, net of interest income 6,235 6,142 ---------------------------- Total expenses 79,202 72,350 ---------------------------- Loss before income tax benefit (2,339) (783) Income tax benefit (755) (133) ---------------------------- Net loss $(1,584) $ (650) ============================
See accompanying notes. 1 FOUNTAIN VIEW, INC. CONSOLIDATED BALANCE SHEETS (In thousands)
March 31, December 31, 2001 2000 --------------------------------- (Unaudited) Assets Current assets: Cash and cash equivalents $ 2,746 $ 346 Accounts receivable, less allowance for doubtful accounts of $10,475 and $9,961 at 2001 and 2000 56,076 53,668 Current portion of deferred income taxes 7,122 7,122 Other current assets 6,209 6,051 ------------------------------- Total current assets 72,153 67,187 Property and equipment, at cost: Land and land improvements 25,086 25,086 Buildings and leasehold improvements 218,690 218,328 Furniture and equipment 31,750 31,492 Construction in progress 1,094 618 ------------------------------- 276,620 275,524 Accumulated depreciation and amortization (38,351) (35,282) ------------------------------- 238,269 240,242 Notes receivable, less allowance for doubtful accounts of $704 and $697 at 2001 and 2000 5,245 5,507 Goodwill, net 54,550 55,014 Deferred financing costs, net 8,691 9,156 Deferred income taxes 4,519 3,922 Other assets 3,870 4,440 ------------------------------- Total assets $ 387,297 $ 385,468 ===============================
See accompanying notes. 2 FOUNTAIN VIEW, INC. CONSOLIDATED BALANCE SHEETS (Continued) (In thousands, except stock information)
March 31, December 31, 2001 2000 ------------------------------- (Unaudited) Liabilities and Shareholders' Equity Current liabilities: Payable to banks $ 3,044 $ 3,128 Accounts payable and accrued liabilities 19,050 18,004 Employee compensation and benefits 8,329 7,959 Accrued interest payable 7,754 4,641 Current portion of deferred income taxes 332 332 Current maturities of long-term debt and capital leases (Note 5) 223,221 223,871 ------------------------------- Total current liabilities 261,730 257,935 Long-term debt and capital leases, less current maturities (Note 5) 17,185 17,409 Deferred income taxes 30,332 30,490 ------------------------------- Total liabilities 309,247 305,834 Preferred Stock Series A, mandatorily redeemable, $0.01 par value: 1,000,000 shares authorized, 15,000 shares issued and outstanding at 2001 and 2000 (liquidation preference of $15 million) 15,000 15,000 Commitments and contingencies - - Shareholders' equity: Common Stock Series A, $0.01 par value: 1,500,000 shares authorized, 1,000,000 shares issued and outstanding at 2001 and 2000 10 10 Common Stock Series B, $0.01 par value: 200,000 shares authorized, 114,202 shares issued and outstanding at 2001 and 2000 1 1 Common Stock Series C, $0.01 par value: 1,300,000 shares authorized, 20,742 shares issued and outstanding at 2001 and 2000 - - Additional paid-in capital 106,488 106,488 Accumulated deficit (40,909) (39,325) Due from shareholder (2,540) (2,540) ------------------------------- Total shareholders' equity 63,050 64,634 ------------------------------- Total liabilities and shareholders' equity $387,297 $385,468 ===============================
See accompanying notes. 3 FOUNTAIN VIEW, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)
Three Months Ended March 31, 2001 2000 ----------------------------------- Operating activities: Net loss $ (1,584) $ (650) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 4,014 3,938 Changes in operating assets and liabilities: Accounts receivable (2,408) (2,933) Other current assets (26) 1,135 Accounts payable and accrued liabilities 1,046 (154) Employee compensation and benefits 370 (8) Accrued interest payable 3,113 3,304 Deferred income taxes (755) (133) ----------------------------------- Total adjustments 5,354 5,149 ----------------------------------- Net cash provided by operating activities 3,770 4,499 ----------------------------------- Investing activities: Principal payments on notes receivable 132 202 Additions to property and equipment (1,096) (879) Changes in other assets 560 7 ----------------------------------- Net cash used in investing activities (404) (670) ----------------------------------- Financing activities: Decrease in payable to bank (84) - Bank financing fee (8) (385) Decrease in capital lease obligations (247) (244) Principal payments on long-term debt (2,500) (1,250) Pay down (borrowing) on revolving loan facility, net 1,873 (1,950) ----------------------------------- Net cash used in financing activities (966) (3,829) ----------------------------------- Increase in cash and cash equivalents 2,400 - Cash and cash equivalents at beginning of period 346 - ----------------------------------- Cash and cash equivalents at end of period $ 2,746 $ - ===================================
See accompanying notes. 4 FOUNTAIN VIEW, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Description of Business Fountain View, Inc. ("Fountain View" or "Company") is a leading operator of long-term care facilities and a leading provider of a full continuum of post- acute care services, with a strategic emphasis on sub-acute specialty medical care. Fountain View operates a network of facilities in California, Texas, and Arizona, including 44 skilled nursing facilities ("SNFs") that offer sub-acute, rehabilitative and specialty medical skilled nursing care, as well as six assisted living facilities ("ALFs") that provide room and board and social services in a secure environment. In addition, Fountain View provides a variety of high-quality ancillary services such as physical, occupational and speech therapy in Fountain View-operated facilities and unaffiliated facilities. Fountain View also operates three institutional pharmacies (one of which is a joint venture), which serve acute care hospitals as well as SNFs and ALFs, both affiliated and unaffiliated with Fountain View, an outpatient therapy clinic and a durable medical equipment ("DME") company. 2. Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The balance sheet at December 31, 2000 has been derived from the audited financial statements at that date. In the opinion of management, the unaudited financial information reflects all adjustments (all of which are of a normal recurring nature), which are considered necessary to fairly state the Company's financial position, its cash flows and the results of operations. These statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the Company's audited financial statements for the year ended December 31, 2000 as filed with the Form 10-K on April 16, 2001. The interim financial information herein is not necessarily representative of that to be expected for a full year. 3. Business Segments The Company has three reportable segments: nursing services, therapy services, and pharmacy services. The Company's reportable segments are business units that offer different services and products. The reportable segments are each managed separately due to the nature of the services provided or the products sold. The Company evaluates performance and allocates resources based on an efficient and cost-effective operating model which maximizes profitability and the quality of care provided across the Company's entire facility network. Certain of Fountain View's facilities are leased, under operating leases, and not owned. Accordingly, earnings before interest, taxes, depreciation, amortization and rent is used to determine and evaluate segment profit or loss. Corporate overhead is not allocated for purposes of determining segment profit or loss, and is included, along with the Company's DME subsidiary in the "all other" category in the selected segment financial data that follows. Intersegment revenues are recorded at the Company's cost plus standard mark-up; intersegment profit and loss has been eliminated in consolidation. 5 The following table sets forth selected financial data by business segment (in thousands): Selected Financial Data:
Nursing Therapy Pharmacy All Services Services Services Other Totals ------------------------------------------------ Three Months Ended March 31, 2001: Revenues from external customers $66,222 $ 4,447 $6,167 $ 27 $76,863 Intersegment revenues - 6,263 1,552 2,222 10,037 ------------------------------------------------ Total revenues $66,222 $10,710 $7,719 $ 2,249 $86,900 ================================================ Segment profit (loss) $11,229 $ 2,347 $ 345 $(4,157) $ 9,764 Three Months Ended March 31, 2000: Revenues from external customers $63,229 $ 3,106 $5,181 $ 51 $71,567 Intersegment revenues - 6,249 1,612 2,023 9,884 ------------------------------------------------ Total revenues $63,229 $ 9,355 $6,793 $ 2,074 $81,451 ================================================ Segment profit (loss) $11,842 $ 2,704 $ 790 $(4,273) $11,063
Three Months Ended March 31, 2001 2000 ------------------------ Revenues: External revenues for reportable segments $ 76,863 $71,567 Intersegment revenues for reportable segments 10,037 9,884 Elimination of intersegment revenues (10,037) (9,884) ------------------------ Total consolidated revenues $ 76,863 $71,567 ========================
4. Income Taxes The income tax benefit is calculated using a federal tax rate of 34% and a blended state tax rate of 6%. The difference between the federal and blended state tax rates and the effective rate is primarily due to the non-deductible portion of goodwill. 5. Debt The Company is required to maintain certain financial covenants and to comply with certain reporting requirements under its Term Loan and Revolving Credit Facility Agreement. For the quarter ended March 31, 2001, the Company was not in compliance with certain of these financial covenants including covenants concerning the delivery of the Company's financial statements no more than 45 days after the end of the quarter. These covenant defaults are in addition to the technical defaults more fully described in the December 31, 2000 financial statements. The Company has been unable to obtain a waiver of these defaults from its lenders under the Term Loan and Revolving Credit Facility Agreement and such lenders may, as a result of these defaults, accelerate payment of the amounts due under the credit facility. As noted in the December 31, 2000 financial statements, the Company elected to defer, for thirty days, the interest payment due April 16, 2001 on its Senior Subordinated Notes. During the deferral period, the Company was negotiating with its lenders to restructure the Term Loan and Revolving Credit Facility, with the intention of having sufficient funds available to make the interest payment on the Senior Subordinated Notes by May 15, 2001 as required. However, the Company was unable to restructure the Term Loan and Revolving Credit Facility and the interest payment on the Senior Subordinated Notes was not made on May 15, 2001 as required. As a result, the holders of the Company's Senior Subordinated Notes have the right to accelerate 6 payment of the outstanding amounts under the notes, while the payment default continues. The Company intends to continue discussions with its lenders, initiate discussions with the holders of its Senior Subordinated Notes, and consider all other options available to resolve this situation and achieve a result that is favorable to all parties involved. However, there can be no assurances that the Company will be able to resolve this situation and achieve such a result. Since the holders of the Company's Senior Subordinated Notes and the Company's lenders under the Term Loan and Revolving Credit Facility currently have the right to accelerate payment of these notes and the loans, respectively, the Company has classified the obligations in respect of the Senior Subordinated Notes and the loans under the Term Loan and Revolving Credit Facility as current liabilities in the accompanying financial statements. All of the events discussed above raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible outcome of these future events. Item 2. Management's Discussion And Analysis of Financial Condition And Results of Operations (Unaudited) Quarter Ended March 31, 2001 Compared to Quarter Ended March 31, 2000 (Dollars in Thousands) Net revenues increased $5,296 or 7.4% from $71,567 for the quarter ended March 31, 2000 to $76,863 for the quarter ended March 31, 2001. Total average occupancy was 82.5% for the quarter ended March 31, 2001 and 82.7% for the quarter ended March 31, 2000. Although the total average occupancy declined between quarters, net revenues increased due to greater Medicare census in the current quarter and rate increases experienced by us for both Medicare and Medicaid during the last three quarters of 2000, and increases in third party business at the therapy and pharmacy operations. Expenses, consisting of salaries and benefits, supplies, purchased services, provision for doubtful accounts, and other expenses as a percent of net revenues increased from 82.2% of net revenues for the quarter ended March 31, 2000 to 87.3% for the quarter ended March 31, 2001. Expenses increased $8,293 or 14.1% from $58,806 for the quarter ended March 31, 2000 to $67,099 for the quarter ended March 31, 2001. This increase was primarily due to increased salaries and benefits which were 54.1% of net revenues for the quarter ended March 31, 2001 compared to 51.1% for the quarter ended March 31, 2000. The increase in salaries and benefits was due to additional personnel related to expansion of our therapy operations, increases in wages rates at our nursing facilities, certain of which were mandated by the State of California, and an increase in workers compensation expense. Income before charge related to decertification of facility, rent, rent to related parties, depreciation and amortization and interest expense decreased $2,997 or 23.5% from $12,761 for the quarter ended March 31, 2000 to $9,764 for the quarter ended March 31, 2001 and was 12.7% of net revenues for the quarter ended March 31, 2001 compared to 17.8% for the quarter ended March 31, 2000. This decrease was largely due to a decrease in profitability at our nursing facilities due to higher operating expenses, including professional liability and workers compensation insurance. We believe the increases in workers compensation and professional liability insurance reflect a general industry trend, not supported by our own experience. In December 2000, we obtained a new provider agreement from both the Medicare and Medicaid Programs for the facility that had been decertified. As a result, there is no charge related to decertification of facility for the quarter ended March 31, 2001 compared to a charge of $1,698 for the quarter ended March 31, 2000. Rent, rent to related parties, depreciation and amortization and interest expense increased $257 or 2.2% from $11,846 for the quarter ended March 31, 2000 to $12,103 for the quarter ended March 31, 2001. Net loss was $1,584 for the quarter ended March 31, 2001 compared to a net loss of $650 for the quarter ended March 31, 2000. 7 Selected statistics are shown below: 2001 2000 (Decrease) -------------------------------- Facilities in operation at: March 31 50 50 - Nursing center beds at: March 31 6,032 6,032 - Assisted living beds at: March 31 700 700 - Total beds at: March 31 6,732 6,732 - Total occupancy: First quarter 82.5% 82.7% (0.2)% Nursing center occupancy: First quarter 84.3% 84.4% (0.1)% Assisted living center occupancy: First quarter 66.2% 68.6% (2.4)% Liquidity and Capital Resources (Dollars in Thousands) Going Concern Issues Under the Term Loan and Revolving Credit Facility Agreement, we are required to maintain certain financial covenants and to comply with certain reporting requirements. For the quarter ended March 31, 2001, we were not in compliance with certain of these financial covenants and will not be able to deliver our financial statements within 45 days after the end of the quarter, as required under the agreement. These covenant defaults are in addition to the technical defaults more fully described in the December 31, 2000 financial statements. We have been unable to obtain a waiver of these defaults from our lenders and such lenders may, as a result of these defaults, accelerate payment of the amounts due under the credit facility. As noted in the December 31, 2000 financial statements, we elected to defer, for thirty days, the interest payment due April 16, 2001 on our Senior Subordinated Notes. During the deferral period, we were working with our lenders to restructure the Term Loan and Revolving Credit Facility, with the intention of having sufficient funds available to make the interest payment on the Senior Subordinated Notes by May 15, 2001. However, we were unable to restructure the Term Loan and Revolving Credit Facility and the interest payment on the Senior Subordinated Notes was not made on May 15, 2001 as required. As a result, the holders of our Senior Subordinated Notes have the right to accelerate payment of these Notes, while the payment default continues. We intend to continue discussions with our lenders, initiate discussions with holders of our Senior Subordinated Notes, and consider all other options available to resolve this situation and achieve a result that is favorable to all parties involved. However, there can be no assurance that we will achieve such a result. Since the holders of our Senior Subordinated Notes currently have the right to accelerate payment of these notes and the loans respectively, we have classified the obligations in respect of the Senior Subordinated Notes and the loans under the Term Loan and Revolving Credit Facility as current liabilities in the accompanying financial statements. 8 We believe we will be able to generate sufficient cash flow from operations to meet our normal ongoing operating needs exclusive of future principal payments on the Term Loan Facility, and the past due interest on the Senior Subordinated Notes. All of the events discussed above raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible outcome of these events. Other At March 31, 2001, we had $2,746 in cash and cash equivalents and a working capital deficiency of $189,577, after the reclassification of certain of our debt to current as discussed above, compared to $346 in cash and cash equivalents and working capital deficiency of $190,748 at December 31, 2000. Net cash provided by operating activities decreased $729 from $4,499 for the three months ended March 31, 2000 to $3,770 for the three months ended March 31, 2001. This decrease was primarily due to an increase in net loss between quarters. Long-term debt, including current maturities, totaling $240,406 at March 31, 2001, consisted of mortgage and capital lease obligations of $18,033, a Term Loan Credit Facility of $75,000, Senior Subordinated Notes of $120,000, and borrowings on our Revolving Loan Facility of $27,373. We had $2,127 in available borrowings on our revolving loan facility at March 31, 2001 after giving effect to a $500 outstanding letter of credit relating to a previous year's workers' compensation program. As a result of the defaults mentioned in the preceding paragraphs, we do not have access to the unused portion of the revolving loan facility until the defaults are cured or a waiver is obtained from the Senior Bank Group. We believe we currently have sufficient cash available and will generate sufficient additional cash to meet our operating and ongoing capital replacement needs, exclusive of certain future scheduled principal payments and the past due interest on the Senior Subordinated Notes discussed in the preceding paragraphs. Impact of Inflation The health care industry is labor intensive. Wages and other expenses increase more rapidly during periods of inflation and when shortages in the labor market occur. In addition, suppliers pass along rising costs in the form of higher prices. Increases in reimbursement rates under Medicaid generally lag behind actual cost increases, so that we may have difficulty covering these cost increases in a timely fashion. In addition, Medicare SNFs are now paid a per diem rate under PPS, in lieu of the former cost-based reimbursement rate. Increases in the federal portion of the per diem rates may also lag behind actual cost increases. Special Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to future events or our future financial performance including, but not limited to, statements contained in "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations". These forward-looking statements may include, among other things, the success of our business strategy, our ability to develop and expand its business in regional markets, our ability to increase the level of sub-acute and specialty medical care it provides, the effects of government regulation and healthcare reform, litigation, our anticipated future revenues and additional revenue opportunities, capital spending and financial resources, our liquidity demands, our ability to meet our liquidity needs, and other statements contained in this Quarterly Report on Form 10-Q that are not historical facts. Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate and, as a result, the forward-looking statements based on those assumptions also could be materially incorrect. Readers are cautioned that such forward-looking statements, which may be identified by words including "anticipates," "believes," "intends," "estimates," "plans," and other similar expressions, are only predictions or estimations and are subject to known and unknown risks and uncertainties, over which we have little or no control. In evaluating such statements, readers should consider the various factors identified above which could cause actual events, performance or results to differ materially from those indicated by such statements. 9 Item 3. Quantitative and Qualitative Disclosures About Market Risk Certain of our debt obligations are sensitive to changes in interest rates. The rates on the term loan credit and revolving loan facilities, which both bear interest at LIBOR plus an applicable margin, are reset at various intervals, thus limiting their risk. We have not experienced significant changes in market risk due to the relative stability of interest rates during the three months ended March 31, 2001. PART II - OTHER INFORMATION Item 3. Defaults Upon Senior Securities We are currently in default in the payment of our Senior Subordinated Notes in the amount of $6,750,000, which was due on April 16, 2001. The total amount of interest on our Senior Subordinated Notes in arrears, including any additional interest, penalties and charges, on the date of this report is approximately $6,830,000. Item 6. Exhibits and Reports on Form 8-K We did not file any reports on Form 8-K during the three months ended March 31, 2001. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FOUNTAIN VIEW, INC. Date: May 21, 2001 By: /s/PAUL C. RATHBUN ------------------------------------- Paul C. Rathbun Executive Vice President - Finance, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) Date: May 21, 2001 By: /s/RICHARD KAM ------------------------------------- Richard Kam Senior Vice President - Finance and Assistant Secretary 10 -----END PRIVACY-ENHANCED MESSAGE-----