SARATOGA PARTNERS IV, L.P.

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Scarlett Edwards
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1 Financial Statements and Supplemental Schedule For the Period from May 10, 1999 (Commencement of Operations) to December 31, 1999

2 BALANCE SHEET December 31, 1999 ASSETS Portfolio investments at fair value $ 34,025,000 Cash and cash equivalents 1,169,940 TOTAL ASSETS $ 35,194,940 LIABILITIES AND PARTNERS' CAPITAL Liabilities: Accounts payable and accrued expenses $ 15,000 Partners' capital: Limited Partners 27,792,152 Special Limited Partner 7,035,989 General Partner 351,799 Total partners' capital 35,179,940 TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 35,194,940 The accompanying notes are an integral part of these financial statements. 2

3 SCHEDULE OF PORTFOLIO INVESTMENTS As of December 31, 1999 Initial Investment Fair Investment Description Date Cost Value Emeritus Corporation Seattle, WA Developer and operator of residential-style assisted living communities 28,125 shares of Series B preferred stock Dec $ 28,125,000 $ 28,125,000 Wireless Services Holding Corporation Atlanta, GA Engineering and technical support services for the wireless industry 59,000 shares of Series A preferred stock May ,841,000 5,841,000 59,000 shares of common stock 59,000 59,000 5,900,000 5,900,000 Total Portfolio Investments $ 34,025,000 $ 34,025,000 The accompanying notes are an integral part of these financial statements. 3

4 STATEMENT OF OPERATIONS For the Period from May 10, 1999 (Commencement of Operations) to December 31, 1999 INVESTMENT INCOME AND EXPENSES Interest income $ 69,940 Professional fees 15,000 NET INCOME $ 54,940 The accompanying notes are an integral part of these financial statements. 4

5 STATEMENT OF CHANGES IN PARTNERS' CAPITAL For the Period from May 10, 1999 (Commencement of Operations) to December 31, 1999 Special General Limited Limited Partner Partner Partners Total Capital contributions received $ 351,250 $ 7,025,000 $ 27,972,939 $ 35,349,189 Capital contributions returned upon second closing - - (224,189) (224,189) Net capital contributions 351,250 7,025,000 27,748,750 35,125,000 Net income ,989 43,402 54,940 Balance as of December 31, 1999 $ 351,799 $ 7,035,989 $ 27,792,152 $ 35,179,940 The accompanying notes are an integral part of these financial statements. 5

6 STATEMENT OF CASH FLOWS For the Period from May 10, 1999 (Commencement of Operations) to December 31, 1999 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 54,940 Adjustments to reconcile net income to net cash provided by operating activities: Increase in accounts payable and accrued expenses 15,000 Net cash provided by operating activities 69,940 CASH FLOWS FROM INVESTING ACTIVITIES Cost of portfolio investments purchased (34,025,000) Net cash used in investing activities (34,025,000) CASH FLOWS FROM FINANCING ACTIVITIES Net capital contributions from Partners 35,125,000 Net cash provided by financing activities 35,125,000 Increase in cash and cash equivalents 1,169,940 Cash and cash equivalents at beginning of period - Cash and cash equivalents at end of period $ 1,169,940 The accompanying notes are an integral part of these financial statements. 6

7 NOTES TO FINANCIAL STATEMENTS 1. Organization and Purpose Saratoga Partners IV, L.P. (the "Partnership") is a limited partnership formed on September 17, 1998 pursuant to the Revised Uniform Limited Partnership Act of the State of Delaware. The Partnership commenced operations on May 10, 1999 ("Commencement of Operations"). The general partner of the Partnership is Saratoga Associates IV LLC (the "General Partner"). Saratoga Management Company LLC (the "Manager"), an affiliate of the General Partner, manages the investment policy and operations of the Partnership. The Partnership was formed to purchase securities of corporate buyouts. The Partnership is scheduled to terminate on September 17, 2008, unless extended for up to two consecutive one-year periods at the discretion of the General Partner. Additionally, the term of the Partnership may be extended beyond September 17, 2010 with the consent of 75% (in interest) of the Limited Partners. 2. Summary of Significant Accounting Policies Valuation of Portfolio Investments - Portfolio investments are carried at fair value as determined by the General Partner with the approval of the Advisory Board. Unrestricted publicly traded portfolio securities or restricted securities that are immediately salable under regulation of the Securities and Exchange Commission are valued at the closing public market price on the valuation date. Restricted and privately-held portfolio securities are valued by the General Partner. Factors considered in valuing such securities include: the sales price of recent transactions in similar securities; restrictions on transfer; recent trading volume; the current financial position of the issuer; significant recent events affecting the issuer; and any other factors affecting value. As of December 31, 1999, the financial statements include portfolio securities valued at $34.0 million (96.7% of partners' capital) whose values have been estimated by the General Partner. The values assigned to portfolio securities are based on available information and do not necessarily represent the amounts that might ultimately be realized, since such amounts depend on future circumstances and cannot be determined until the securities are actually liquidated. Because of the inherent uncertainties of valuation, the assigned values may differ significantly from the values that would have been used had a ready market for the securities existed, and the differences could be material. Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes - The Partnership is not subject to federal, state and local income taxes. Each Partner is responsible for the tax liability related to his proportionate share of taxable income, if any. Accordingly, no provision for federal, state and local income taxes is included in the financial statements. Cash and Cash Equivalents Cash and cash equivalents include short-term interest bearing investments with original maturities of less than 90 days in money market investments. The partnership considers its money market account, which is held at one financial institution, to be a cash equivalent. 7

8 NOTES TO FINANCIAL STATEMENTS, continued 3. Partners Capital As of May 10, 1999 (Commencement of Operations), the Partnership had accepted capital commitments from Limited Partners totaling $222.4 million. The Partnership held its second and final closing in June 1999, accepting capital commitments from additional Limited Partners totaling $9.4 million. As of December 31, 1999, the Partnership had accepted capital commitments from Limited Partners totaling $231.8 million, including a $46.8 million commitment from UBS Capital LLC (the Special Limited Partner and together with the other limited partners, the "Limited Partners"). Such capital commitments are due and payable when called by the General Partner. As of December 31, 1999, the Limited Partners had contributed $34.8 million to the Partnership and the General Partner had contributed $351,250. The General Partner has committed to make additional capital contributions to the Partnership to maintain its 1% ownership interest. Limited Partners admitted in the June 1999 closing were required to contribute their pro rata share of the total capital contributions made prior to such admission, together with interest thereon through the admission date. On July 21, 1999, such additional Limited Partners contributed $224,189 of capital to the Partnership, which was then returned to the previously admitted Limited Partners. The additional Limited Partners also paid $4,252 of interest directly to the previously admitted Limited Partners. 4. Management Fee Each Limited Partner is responsible to pay a semi-annual management fee directly to the Manager. Initially, the semi-annual fee is equal to 1% (2% annually) of each Limited Partner's committed capital. After the earlier of: (i) September 17, 2004, (ii) the date on which all committed funds are invested, or (iii) the date on which the balance of undrawn capital commitments is reduced below $5 million, the semi-annual fee will be reduced to.5% (1% annually) of each Limited Partner's committed capital. The Partnership Agreement provides that the management fee may be paid out of distributions of Net Investment Income (as defined) payable to the Limited Partners. In the event that distributions of Net Investment Income are not sufficient to cover the management fee when payable, the Manager may request payment from the Limited Partners or may defer payment until subsequent distributions of Net Investment Income are made to the Limited Partners. Alternatively, at the Manager's request, the Partnership may advance the unpaid fees to the Manager, on behalf of the Limited Partners, from the assets of the Partnership not invested in portfolio investments. The Limited Partners are required to repay such advance at any time upon request by the Partnership. As of December 31, 1999, all management fees had been paid directly to the Manager by the Limited Partners and no management fees had been advanced by the Partnership. 5. Allocation of Profit or Loss Realized gains and portfolio investment income from each portfolio investment are allocated to Partners pro rata, based on capital contributed with respect to each such investment, until participating Partners have been allocated an amount equal to: (i) the realized and unrealized losses previously allocated to such Partner, (ii) organization costs and management fees allocated to such investment and all other realized investments, and (iii) an 8% preferred return, compounded annually, on the capital contributed by such Partner with respect to such investment and the costs allocated to such investment. Realized 8

9 NOTES TO FINANCIAL STATEMENTS, continued gains and portfolio investment income are then allocated, as a special allocation, 76.08% to the General Partner, 3.92% to the Special Limited Partner and 20% to all Partners, until the General Partner and Special Limited Partner have been allocated 19.02% and.98%, respectively, of the amounts allocated to all Partners as a result of both the 8% preferred return and this special allocation. Thereafter, any additional realized gain and portfolio investment income from such investment is allocated 80% to participating Partners, pro rata based on capital contributed with respect to such investment, 19.02% to the General Partner and.98% to the Special Limited Partner. Provided, however, that an amount otherwise allocable to the General Partner, equal to one-half of break-up fees received by the General Partner or its affiliates, plus the lesser of one-half of any fees received by the General Partner or its affiliates from a portfolio company or the management fee paid by the Limited Partners, shall be allocated to Limited Partners pro rata based on capital contributed. Realized losses from portfolio investments are allocated to Partners pro rata based on capital contributed with respect to such investment. Net operating income or loss (short-term investment income less Partnership operating expenses) is allocated to all Partners pro rata based on capital contributed. 6. Investment Commitment The Partnership has committed to invest an additional $9.4 million in Emeritus Corporation on substantially the same terms as its initial investment. 7. Portfolio Investments As of December 31, 1999, the Partnership's investments were categorized as follows: % of Type of Investment Cost Fair Value Net Assets* Preferred Stock $ 33,966,000 33,966, % Common Stock 59,000 59,000.17% Total $ 34,025,000 $ 34,025, % Geographic Region Western United States $ 28,125,000 $ 28,125, % Eastern United States 5,900,000 5,900, % Total $ 34,025,000 $ 34,025, % Industry Assisted Living Facilities $ 28,125,000 $ 28,125, % Communications 5,900,000 5,900, % Total $ 34,025,000 $ 34,025, % * Fair Value as a percentage of net assets. 9

10 Supplemental Schedule Statement of Changes in Partner s Capital For the Period from May 10, 1999 (Date of Commencement) to December 31, 1999 Net Capital Contributions Net Income Balance December 31, 1999 Allstate Insurance Company $1,499,933 $2,346 $1,502,279 Brown University Third Century Fund 749,967 1, ,140 BT Investment Partners, Inc. 2,249,898 3,519 2,253,417 Credit Agricole Indosuez Cayman Branch 1,124,949 1,760 1,126,709 Credit Lyonnais Cayman Island Branch 2,249,898 3,519 2,253,417 The Equitable Life Assurance Society 2,249,898 3,519 2,253,417 Foster & Foster 749,966 1, ,139 LJH Partners, LP 374, ,570 Massachusetts Mutual Life Insurance Company 1,799,919 2,815 1,802,734 Massachusetts Mutual Life Insurance Company 150, ,980 Mass Mutual High Yield Partners II LLC 299, ,704 NCR Corporation 2,249,898 3,519 2,253,417 Northrop Grumman Corp. Master Trust 3,749,831 5,865 3,755,696 Orix USA Corporation 3,749,831 5,865 3,755,696 UPS Retirement Plan 2,999,866 4,692 3,004,558 WLD Capital Partners II Ltd. 1,499,933 2,346 1,502,279 Limited Partners 27,748,750 43,402 27,792,152 Special Limited Partner 7,025,000 10,989 7,035,989 General Partner 351, ,799 Total $35,125,000 $54,940 $35,179,940 10

SARATOGA PARTNERS IV, L.P.

SARATOGA PARTNERS IV, L.P. Financial Statements and Supplemental Schedules For the Nine Months Ended September 30, 2003 (Unaudited) BALANCE SHEET (Unaudited) September 30, 2003 Assets Portfolio investments at fair value (cost $157,587,379)