-----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, W0fADNs3ujyCPtNFqUJHsQ/K5wFlGYbNolxPDZEpZqZYuwSmXt4GTZjMe7TAV4Gs V5faONHy3wgFSE8xxkUPVg== 0000948830-96-000083.txt : 19960518 0000948830-96-000083.hdr.sgml : 19960518 ACCESSION NUMBER: 0000948830-96-000083 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960516 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RETIREMENT CARE ASSOCIATES INC /CO/ CENTRAL INDEX KEY: 0000798540 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 431441789 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-14114 FILM NUMBER: 96568412 BUSINESS ADDRESS: STREET 1: 6000 LAKE FORREST DR STE 200 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 4042557500 MAIL ADDRESS: STREET 1: 6000 LAKE FORREST DR STREET 2: STE 200 CITY: ATLANTA STATE: GA ZIP: 30328 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended March 31, 1996 Commission File No. 1-14114 RETIREMENT CARE ASSOCIATES, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Colorado 43-1441789 - ------------------------------ ---------------------------------- (State or Other Jurisdiction of (IRS Employer Identification Number) Incorporation or Organization) 6000 Lake Forrest Drive, Suite 200, Atlanta, Georgia 30328 ---------------------------------------------------------- (Address of Principal Executive Offices) (404) 255-7500 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) 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 report(s), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] There were 11,388,048 shares of the Registrant's $.0001 par value Common Stock outstanding as of May 13, 1996. RETIREMENT CARE ASSOCIATES AND SUBSIDIARIES FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1996 INDEX Page(s) PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements Introduction. . . . . . . . . . . . . . . . . . . . 3 Consolidated Statements of Operations (Unaudited) - Three Months Ended March 31, 1996 and March 31, 1995 . . . . . . . . . 4 Consolidated Statements of Operations (Unaudited) - Nine Months Ended March 31, 1996 and March 31, 1995 . . . . . . . . . 5 Consolidated Balance Sheets - (Unaudited) March 31, 1996 and (Audited) June 30, 1995. . . . . 6 - 7 Consolidated Statements of Cash Flows (Unaudited) - Nine Months Ended March 31, 1996 and March 31, 1995. . . .. . . . . . . . . . . 8 Notes to Consolidated Financial Statements (Unaudited). . . . . . . . . . . . . . . 9 - 10 Item 2. Managements' Discussion and Analysis of Results of Operations and Financial Condition . . . . . . . . . . . . . . . . . . . . . 11 - 13 PART II. OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . 13 Item 1. None. . . . . . . . . . . . . . . . . . . . . . . . 13 Item 2. None. . . . . . . . . . . . . . . . . . . . . . . . 13 Item 3. None. . . . . . . . . . . . . . . . . . . . . . . . 13 Item 4. None. . . . . . . . . . . . . . . . . . . . . . . . 14 Item 5. Other information . . . . . . . . . . . . . . . . . 14 Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 14 Signatures. . . . . . . . . . . . . . . . . . . . . 15 PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements INTRODUCTION - CONSOLIDATED FINANCIAL STATEMENTS The consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commis- sion. Certain information and footnote disclosures have been condensed or omitted pursuant to such rules and regulations. In the opinion of Manage- ment, all adjustments, which were of a normal recurring nature, necessary to present fairly the consolidated financial position and results of operations and cash flows for the periods presented have been included. These consol- idated financial statements should be read in conjunction with the financial statements and the notes thereto included in the Annual Report on Form 10-K, Retirement Care Associates, Inc. (the "Company") for the fiscal year ended June 30, 1995, File No. 0-22168. The Financial information included in this report has been prepared by the Company, without audit, and should not be relied upon to the same extent as audited financial statements. RETIREMENT CARE ASSOCIATES, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995 March 31, March 31, 1996 1995 REVENUES Patient service revenue: Skilled nursing $26,071,619 $17,465,088 Assisted living 5,932,942 812,809 Medical supply revenue 2,100,600 1,358,462 Management fee revenue: From affiliates 957,000 1,046,501 From others 73,882 73,809 Other operating revenue 486,370 604,773 35,622,413 21,361,442 EXPENSES Cost of patient services 18,814,605 12,522,900 Cost of medical supplies sold 2,751,524 842,246 Lease expense 1,542,445 1,407,170 General and administrative 6,848,798 3,193,834 Depreciation and amortization 926,608 208,804 Interest 1,837,484 375,297 32,721,464 18,550,251 INCOME BEFORE MINORITY INTEREST AND INCOME TAXES 2,900,949 2,811,191 Minority interest (58,097) (26,967) Income before income taxes 2,842,852 2,784,224 Income taxes 1,106,272 1,070,000 NET INCOME $ 1,736,580 $ 1,714,224 PREFERRED STOCK DIVIDENDS 75,000 75,000 NET INCOME AVAILABLE FOR COMMON SHAREHOLDERS 1,661,580 1,639,224 NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE .15 .14 WEIGHTED AVERAGE SHARES OUTSTANDING 11,861,885 11,830,393 RETIREMENT CARE ASSOCIATES, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 1996 AND 1995 March 31, March 31, 1996 1995 REVENUES Patient service revenue: Skilled nursing $76,119,264 $48,116,334 Assisted living 10,062,746 2,095,019 Medical supply revenue 5,294,915 2,402,453 Management fee revenue: From affiliates 2,538,171 2,698,501 From others 296,506 302,141 Other operating revenue 1,181,165 998,035 95,492,767 56,612,483 EXPENSES Cost of patient services 52,466,995 35,546,868 Cost of medical supplies sold 6,171,863 1,451,300 Lease expense 5,023,376 4,262,850 General and administrative 15,619,316 6,341,133 Depreciation and amortization 2,004,397 519,248 Interest 4,110,317 799,916 85,396,264 48,921,315 INCOME BEFORE MINORITY INTEREST AND INCOME TAXES 10,096,503 7,691,168 Minority interest (127,057) (7,938) Income before income taxes 9,969,446 7,683,230 Income taxes 3,854,135 2,960,000 NET INCOME $ 6,115,311 $ 4,723,230 PREFERRED STOCK DIVIDENDS 225,000 150,000 NET INCOME AVAILABLE FOR COMMON SHAREHOLDERS 5,890,311 4,573,230 NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE .52 .38 WEIGHTED AVERAGE SHARES OUTSTANDING 11,861,885 12,268,161 RETIREMENT CARE ASSOCIATES, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 1996 AND AUDITED AT JUNE 30, 1995 Unaudited Audited March 31, June 30, 1996 1995 ASSETS CURRENT Cash and cash equivalents $ 340,240 $ 5,207,185 Accounts receivable 23,834,618 11,282,467 Inventory 2,859,196 1,364,569 Advances due from affiliates 2,314,250 2,314,250 Note and accrued interest receivable -- 2,396,667 Prepaid expenses and other 5,685,979 3,217,408 Total current assets 35,034,283 25,782,546 PROPERTY AND EQUIPMENT 76,654,503 37,233,506 OTHER ASSETS Marketable equity securities 674,276 99,510 Investments in and advances to the Atrium of Jacksonville, Ltd. the Atrium Nursing Home, Inc. and In-house Rehab, Inc. 5,709,919 4,431,235 Deferred lease and loan costs 5,394,361 3,732,197 Goodwill 3,061,361 1,798,881 Notes and advances due from affiliates 7,299,177 5,013,972 Other assets 7,787,349 2,165,699 Total other assets 29,926,443 17,241,494 $141,615,229 $80,257,546 RETIREMENT CARE ASSOCIATES, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 1996 AND AUDITED AT JUNE 30, 1995 Unaudited Audited March 31, June 30, 1996 1995 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 7,564,907 $ 7,699,640 Accrued expenses 5,976,912 3,184,233 Income taxes payable 6,800,000 3,158,000 Deferred income taxes 134,500 134,500 Current maturities of long-term debt 3,004,364 8,640,871 Deferred gain 40,000 40,000 Total current liabilities 23,520,683 22,857,244 Deferred gain 261,370 261,370 Long-term debt, less current maturities 84,721,064 32,426,023 Total liabilities 108,503,117 55,544,637 Minority interest 4,733,386 1,979,655 Redeemable convertible preferred stock 2,400,000 3,000,000 Shareholders' equity Common stock, $.0001 par value; 300,000,000 shares authorized; 11,159,270 and 9,526,166 shares outstanding 1,058 1,031 Additional paid-in capital 18,910,811 18,555,677 Retained earnings 7,066,857 1,176,546 Total shareholders' equity 25,978,726 19,733,254 $141,615,229 $80,257,546 RETIREMENT CARE ASSOCIATES, INC. UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED MARCH 31, 1996 AND 1995 March 31, March 31, 1996 1995 OPERATING ACTIVITIES Net income $ 6,115,311 $ 4,723,230 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 1,947,411 643,456 Minority interest share of net income 127,057 7,938 Changes in current assets and liabilities net of effects of acquisitions: Accounts receivable (12,552,151) (4,270,332) Inventory (1,494,627) (221,944) Prepaid expense and other assets (6,814,868) (1,867,645) Accounts payable and accrued expenses 6,299,946 3,784,287 Increase in deferred lease and loan costs (1,916,153) (546.907) Cash provided by (used in) operating activities (8,288,044) 2,798,990 INVESTING ACTIVITIES Purchase of property and equipment (41,025,608) (2,208,054) Issuance of notes receivable and advances to affiliates (2,285,205) (2,275,170) Investment in and advances to Atrium Ltd. (1,278,684) (21,329) Restricted bond funds 579,775 Changes in marketable equity securities (574,766) (301,630) Repayment of note receivable 2,396,667 Purchase of cash in acquisition 73,254 Cash (used in) investing activities (42,767,596) (4,153,154) FINANCING ACTIVITIES Dividends on preferred stock (225,000) Redemption of Preferred Stock (600,000) Net proceeds from issuance of: Line of credit 1,000,000 Common stock 355,161 Long-term debt 48,036,000 Preferred Stock 2,400,000 Payments on long-term debt (1,377,466) (226,158) Cash provided by financing activities 46,188,695 3,173,842 Net increase (decrease) in cash and cash equivalents (4,866,945) 1,272,771 Cash and cash equivalents, beginning of period 5,207,185 960,062 Cash and cash equivalents, end of period $ 340,240 $ 2,232,833 RETIREMENT CARE ASSOCIATES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1: BASIS OF PRESENTATION The consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not mis- leading. These consolidated financial statements and the notes thereto should be read in conjunction with the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1995, File No 0-22168. In the opinion of management of the Company, the accompanying unaudited consolidated financial statements contain all necessary adjustments to present fairly the financial position, the results of operations and cash flows for the periods reported. All adjustments are of a normal recurring nature. The Financial Accounting Standard Board has adopted Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" (SFAS No. 115). The Company has adopted this standard in fiscal 1995. In management's opinion, adopting SFAS No. 115 did not materially effect the Company's financial statements for the three months ended December 31, 1995. Net income per share is computed on the basis of the weighted average number of common and common equivalent shares outstanding during each year retro- actively adjusted to give effect to the stock dividend discussed in Note 8. Net income is reduced for the 10% cumulative preferred dividend on the Series AA preferred stock. NOTE 2. ACCOUNTS RECEIVABLE AND COST REIMBURSEMENTS Accounts receivable and operating revenue include net amounts reimbursed by Medicaid under the provisions of cost reimbursement formulas in effect. The Company operates under a prospective payment system with Medicare, under which annual rates are assigned based on estimated reimbursements. Differences between estimated provisions and final settlement are reflected as adjust- ments to future rates. NOTE 3. INVENTORIES Inventories consist of the following at March 31, 1996: Raw material $ 297,281 Work in process 100,986 Finished goods 2,460,929 $ 2,859,196 NOTE 4: NOTES RECEIVABLE AND ADVANCES TO AFFILIATES At March 31, 1996 and June 30, 1995, the Company had notes and advances to affiliates totaling approximately $9,613,427 and $7,328,222, respectively. The notes receivable from affiliates are secured by second mortgages on facilities owned by partnerships in which Winter Haven Homes, Inc., an affiliate of the Company, is the corporate general partner. The notes receivable are also collateralized by guarantees provided by the principals of Winter Haven Homes, Inc., who are shareholders of the Company. The guarantees are also collateralized by a pledge of marketable securities of $2,300,000 at March 31, 1996, which is equal to approximately 10% of the fair value of the underlying facility collateral. NOTE 5. LONG-TERM DEBT Long-term debt payable consisted of the following: March 31, June 30, 1996 1995 Amounts outstanding under Revenue Bonds secured by retirement facilities $30,740,000 $24,355,000 Other debt secured by retirement and nursing facilities 54,264,321 13,930,347 Other debt 2,721,107 2,781,547 Totals 87,725,428 41,066,894 Current maturities 3,004,364 8,640,871 Total long-term debt $84,721,064 $32,426,023 NOTE 6: FACILITY ACQUISITIONS AND SIGNIFICANT LEASES During the three months ended March 31, 1996, the Company consummated the following acquisitions: (a) On January 1, 1996 the Company leased Wilkinson Health Care Center, a 50-bed nursing facility located in Gastonia, North Carolina, The lease is for a ten year period with monthly lease payments of $14,000. (b) On March 1, 1996 the Company leased Highland Manor, a 132-bed facility located in Dublin, Virginia. The lease is for 20 years with monthly lease payments of $14,583.33. (c) On March 1, 1996 the Company leased Clinch Health Care Center, a 72-bed facility located in Homerville, Georgia. The lease is for 20 years with monthly lease payments of $18,083.33. ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION THREE MONTHS ENDED MARCH 31, 1996 COMPARED TO THREE MONTHS ENDED MARCH 31, 1995. The Company's total revenues for the three months ended March 31, 1996, were $35,622,413 compared to $21,361,442 for the three months ended March 31, 1995. Management fees decreased from $1,120,310 in the quarter ended March 31, 1995 to $1,030,882 in the quarter ended March 31, 1996, due to the decreased number of facilities which the Company manages. As of March 31, 1995, the Company was managing 26 facilities, and as of March 31, 1996, the Company was managing 24 facilities. Due to the increased number of facilities owned or leased by the Company, patient service revenue increased from $18,277,897 for the quarter ended March 31, 1995, to $32,004,561 for the quarter ended March 31, 1996. The Company was operating 54 facilities for the quarter ended March 31, 1996 compared to 31 for the quarter ended March 31, 1995. The cost of patient services in the amount of $18,814,605 for the quarter ended March 31, 1996, represented 59% patient service revenue, as compared to $12,522,900 or 68% of patient service revenue during the quarter ended March 31, 1995. This decrease is attributed to the Company acquiring assisted living facilities which require less skilled care. General and administrative expenses for the three months ended March 31, 1996 were $6,848,798 representing 19% of total revenues, as compared to $3,193,834 representing 15% of total revenues, for the three months ended March 31, 1995. This increase is due to the general and administrative expenses related to operating the additional facilities owned or leased by the Company, and to a one-time charge of approximately $400,000 related to the termination of the Company's proposed merger with NewCare Health Corporation. For the quarter ended March 31, 1996, the Company incurred expense for income taxes of $1,106,272 which represents an effective tax rate of 39%, as compared to expenses for income taxes of $1,070,000 which represents an effective tax rate of 39% for the quarter ended March 31, 1995. The net income of $1,736,580 for the quarter ended March 31, 1996, is higher than the net income of $1,714,224 for the quarter ended March 31, 1995. The net income for the quarter ended March 31, 1996, is a result of the profits from the Company's operation of nursing and retirement facilities. Most of the revenue from the management services division of the Company's business is received pursuant to management agreements with entities controlled by Messrs. Brogdon and Lane, two of the Company's officers and directors. These management agreements have five year terms, however, they are all subject to termination on 60 days notice, with or without cause by either the Company or the owners. Therefore, Messrs. Brogdon and Lane have full control over whether or not these management agreements, and thus the management services revenue, continue in the future. NINE MONTHS ENDED MARCH 31, 1996 COMPARED TO NINE MONTHS ENDED MARCH 31, 1995. The Company's total revenues for the nine months ended March 31, 1996, were $95,492,767 compared to $56,612,483 for the nine months ended March 31, 1995. Management fees decreased from $3,000,642 in the nine months ended March 31, 1995 to $2,834,677 in the nine months ended March 31, 1996. As of March 31, 1995, the Company was managing 26 facilities, and as of March 31, 1996, the Company was managing 24 facilities. Due to the increased number of facilities owned or leased by the Company, patient service revenue increased from $48,116,334 for the nine months ended March 31, 1995, to $76,119,269 for the nine months ended March 31, 1996. The Company was operating 54 facilities for the nine months ended March 31, 1996 compared to 31 for the nine months ended March 31, 1995. The cost of patient services in the amount of $52,466,995 for the nine months ended March 31, 1996, represented 68% patient service revenue, as compared to $35,546,868 or 73% of patient service revenue during the nine months ended March 31, 1995. This decrease is attributed to the Company acquiring assisted living facilities which require less skilled care. General and administrative expenses for the nine months ended March 31, 1996 were $15,619,316 representing 16% of total revenues, as compared to $6,341,133 representing 12% of total revenues, for the nine months ended March 31, 1995. This increase is due to the general and administrative expenses related to operating the additional facilities owned or leased by the Company, and to a one-time charge of approximately $400,000 related to the termination of the Company's proposed merger with NewCare Health Corporation. For the nine months ended March 31, 1996, the Company incurred expense for income taxes of $3,854,135 which represents an effective tax rate of 39%, as compared to expenses for income taxes of $2,960,000 which represents an effective tax rate of 39% for the six months ended March 31, 1995. The net income of $6,115,311 for the nine months ended March 31, 1996, is higher than the net income of $4,723,230 for the nine months ended March 31, 1995. The net income for the nine months ended March 31, 1996, is a result of the profits from the Company's operation of nursing and retirement facilities. Most of the revenue from the management services division of the Company's business is received pursuant to management agreements with entities controlled by Messrs. Brogdon and Lane, two of the Company's officers and directors. These management agreements have five year terms, however, they are all subject to termination on 60 days notice, with or without cause by either the Company or the owners. Therefore, Messrs. Brogdon and Lane have full control over whether or not these management agreements, and thus the management services revenue, continue in the future. LIQUIDITY AND CAPITAL RESOURCES At March 31, 1996, the Company had $11,513,600 in working capital compared to $2,925,302 at June 30, 1995. This increase was due to an increase in receivables due to the new facilities which came on line in the current fiscal year. During the nine months ended March 31, 1996, cash used by operating activities was ($8,288,044) as compared to $2,252,083 provided by operating activities during the nine months ended March 31, 1995. The ($10,540,127) decrease was primarily due to the increase in accounts receivable for the nine months ended March 31, 1996 of $12,552,151. This increase in non-cash assets was partially offset by increases in accounts payable and accrued expenses totalling $6,299,946. Accounts receivable increased due to the increase in facilities being operated by the Company. Cash used in investing activities during the nine months ended March 31, 1996 was ($42,767,596). The expenditures related to purchases of equipment, securities, investments in subsidiaries and advances to affiliates. Cash provided by financing activities during the nine months ended March 31, 1996 consisted of $48,036,000 in long term loans and $355,161 in issuance of common stock. Cash used in financing activities consisted of ($1,377,466) in payments of long term debt, ($225,000) in dividends on preferred stock and ($600,000) in redemption of preferred stock. IMPACT OF PENDING FEDERAL HEALTH CARE LEGISLATION Management is uncertain what the final impact will be of the pending federal health care reform package since the legislation has not been finalized. However, based on information which has been released to the public thus far, Management doesn't believe that there will be cuts in reimbursements paid to nursing homes. Legislative and regulatory action, at the state and federal level, has resulted in continuing changes in the Medicare and Medicaid reimbursement programs. The changes have limited payment increases under these programs. Also, the timing of payments made under Medicare and Medicaid programs are subject to regulatory action and governmental budgetary constraints. Within the statutory framework of the Medicare and Medicaid programs, there are substantial areas subject to administrative rulings and interpretations which may further affect payments made under these programs. Further, the federal and state governments may reduce the funds available under those programs in the future or require more stringent utilization and quality review of healthcare facilities. PART II - OTHER INFORMATION Item 1 Legal Proceedings None Item 2 Changes in Securities None Item 3 Defaults Upon Senior Securities None Item 4 Submission of Matters to a Vote of Security Holders On January 18, 1996, the Company held an Annual Meeting of Shareholders at which Chris Brogdon, Edward E. Lane, Darrell C. Tucker, Michael P. Traba and Julian S. Daley were elected to serve as Directors of the Company, and an amendment to the Company's 1993 Stock Option Plan was approved. No other matters were presented for a vote at the meeting. The following sets forth the votes cast for and withheld in the election of the Directors. There were no abstentions or broker non-votes. Nominees For Withheld Chris Brogdon 9,021,900 Votes 159,700 Votes Edward E. Lane 9,015,618 Votes 165,982 Votes Darrell C. Tucker 9,016,176 Votes 165,424 Votes Michael P. Traba 9,015,914 Votes 165,686 Votes Julian S. Daley 9,003,894 Votes 177,706 Votes The following sets forth the votes cast for, against or abstained and broker non-votes on an amendment to the Company's 1993 Stock Option Plan to increase the number of shares which may be issued upon the exercise of options granted under the Plan from 1,102,500 to 1,602,500. For Against Abstain Broker Non-Votes --------- ------- ------- ---------------- 8,437,146 495,680 198,074 50,700 Item 5 Other Information During the quarter ended March 31, 1996, the Company terminated its proposed merger with NewCare Helath Corporation. Management continues to look for acquisitions in the retirement and nursing home field for the Company. Item 6 Exhibits and Reports on Form 8-K (a) Exhibits. None (b) Reports on Form 8-K. The Company filed a Report on Form 8-K dated February 12, 1996, reporting information under Item 4 - Changes in Registrant's Certifying Accountants, concerning a change in the Company's accountants. The Company filed a Report on Form 8-K dated February 20, 1996, reporting information under Item 5 - Other Events, concerning the signing of an Agreement and Plan of Merger with NewCare Health Corporation. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. RETIREMENT CARE ASSOCIATES, INC. DATED: May 15, 1996 By: /s/Chris Brogdon Chris Brogdon, President EXHIBIT INDEX EXHIBIT METHOD OF FILING - ------- ------------------------------ 27. Financial Data Schedule Filed herewith electronically EX-27 2
5 This schedule contains summary financial information extracted from the balance sheets and statements of operations found on pages 4-7 of the Company's Form 10-Q for the year to date, and is qualified in its entirety by reference to such financial statements. 0000798540 RETIREMENT CARE ASSOCIATES, INC. 9-MOS JUN-30-1995 MAR-31-1996 340,240 0 23,834,618 0 2,859,196 35,034,283 76,654,503 0 141,615,229 23,520,683 0 1,058 0 0 25,977,668 141,615,229 91,476,925 95,492,767 58,638,858 58,638,858 26,757,406 0 4,110,317 9,969,446 3,854,135 0 0 0 0 6,115,311 .52 .52
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