-----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, LU/QMILT6wh9zOIXZ0Ei12+YCg18SZ3Q94pZDuYFhx2BSKQWCLPW8IiEjeAGxWh9 PIcUjcQo3ub346Q/xDboGQ== 0000950114-97-000055.txt : 19970222 0000950114-97-000055.hdr.sgml : 19970222 ACCESSION NUMBER: 0000950114-97-000055 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970213 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROSEWOOD CARE CENTERS CAPITAL FUNDING CORP CENTRAL INDEX KEY: 0000909110 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 431623171 STATE OF INCORPORATION: MO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-65948 FILM NUMBER: 97530612 BUSINESS ADDRESS: STREET 1: 11701 BORMAN DRIVE, SUITE 315 STREET 2: STE 113 CITY: ST LOUIS STATE: MO ZIP: 63146 BUSINESS PHONE: 3145760050 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROSEWOOD CARE CENTER INC OF SWANSEA CENTRAL INDEX KEY: 0000909113 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 431375489 STATE OF INCORPORATION: IL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-65948-01 FILM NUMBER: 97530613 BUSINESS ADDRESS: STREET 1: 11701 BORMAN DRIVE STREET 2: STE 315 CITY: ST LOUIS STATE: MO ZIP: 63146 BUSINESS PHONE: 3149949070 MAIL ADDRESS: STREET 1: 11701 BORMAN DRIVE STREET 2: SUITE 315 CITY: ST LOUIS STATE: MO ZIP: 63146 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROSEWOOD CARE CENTER INC OF GALESBURG CENTRAL INDEX KEY: 0000909114 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 431375391 STATE OF INCORPORATION: IL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-65948-02 FILM NUMBER: 97530614 BUSINESS ADDRESS: STREET 1: 11701 BORMAN DRIVE STREET 2: STE 315 CITY: ST LOUIS STATE: MO ZIP: 63146 BUSINESS PHONE: 3149949070 MAIL ADDRESS: STREET 1: 11701 BORMAN DRIVE STREET 2: SUITE 315 CITY: ST LOUIS STATE: MO ZIP: 63146 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROSEWOOD CARE CENTER INC OF EAST PEORIA CENTRAL INDEX KEY: 0000909115 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 431446788 STATE OF INCORPORATION: IL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-65948-03 FILM NUMBER: 97530615 BUSINESS ADDRESS: STREET 1: 11701 BORMAN DRIVE STREET 2: STE 315 CITY: ST LOUIS STATE: MO ZIP: 63146 BUSINESS PHONE: 3149949070 MAIL ADDRESS: STREET 1: 11701 BORMAN DR STREET 2: SUITE 315 CITY: ST LOUIS STATE: MO ZIP: 63146 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROSEWOOD CARE CENTER INC OF PEORIA CENTRAL INDEX KEY: 0000909116 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 431446786 STATE OF INCORPORATION: IL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-65948-04 FILM NUMBER: 97530616 BUSINESS ADDRESS: STREET 1: 11701 BOWMAN DRIVE STREET 2: STE 315 CITY: ST LOUIS STATE: MO ZIP: 63146 BUSINESS PHONE: 3149949070 MAIL ADDRESS: STREET 1: 11701 BOWMAN DRIVE STREET 2: SUITE 315 CITY: ST LOUIS STATE: MO ZIP: 63146 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROSEWOOD CARE CENTER INC OF ALTON CENTRAL INDEX KEY: 0000909117 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 431446787 STATE OF INCORPORATION: IL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-65948-05 FILM NUMBER: 97530617 BUSINESS ADDRESS: STREET 1: 11701 BOWMAN DRIVE STREET 2: STE 315 CITY: ST LOUIS STATE: MO ZIP: 63146 BUSINESS PHONE: 3149949070 MAIL ADDRESS: STREET 1: 11701 BORMAN DR CITY: ST LOUIS STATE: MO ZIP: 63146 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROSEWOOD CARE CENTER INC OF MOLINE CENTRAL INDEX KEY: 0000909118 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 431453169 STATE OF INCORPORATION: IL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-65948-06 FILM NUMBER: 97530618 BUSINESS ADDRESS: STREET 1: 11701 BORMAN DRIVE STREET 2: STE 315 CITY: ST LOUIS STATE: MO ZIP: 63146 BUSINESS PHONE: 3149949070 MAIL ADDRESS: STREET 1: 11701 BORMAN DRIVE STREET 2: SUITE 315 CITY: ST LOUIS STATE: MO ZIP: 63146 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SWANSEA REAL ESTATE INC CENTRAL INDEX KEY: 0000909120 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 431446792 STATE OF INCORPORATION: IL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-65948-07 FILM NUMBER: 97530619 BUSINESS ADDRESS: STREET 1: 11701 BORMAN DRIVE STREET 2: STE 315 CITY: ST LOUIS STATE: MO ZIP: 63146 BUSINESS PHONE: 3149949070 MAIL ADDRESS: STREET 1: 11701 BORMAN DRIVE STREET 2: SUITE 315 CITY: ST LOUIS STATE: MO ZIP: 63146 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GALESBURG REAL ESTATE INC CENTRAL INDEX KEY: 0000909121 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 431453172 STATE OF INCORPORATION: IL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-65948-08 FILM NUMBER: 97530620 BUSINESS ADDRESS: STREET 1: 11701 BORMAN DRIVE STREET 2: STE 315 CITY: ST LOUIS STATE: MO ZIP: 63146 BUSINESS PHONE: 3149949070 MAIL ADDRESS: STREET 1: 11701 BORMAN DRIVE STREET 2: SUITE 315 CITY: ST LOUIS STATE: MO ZIP: 63146 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EAST PEORIA REAL ESTATE INC CENTRAL INDEX KEY: 0000909122 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 431453171 STATE OF INCORPORATION: IL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-65948-09 FILM NUMBER: 97530621 BUSINESS ADDRESS: STREET 1: 11701 BORMAN DRIVE STREET 2: STE 315 CITY: ST LOUIS STATE: MO ZIP: 63146 BUSINESS PHONE: 3149949070 MAIL ADDRESS: STREET 1: 11701 BORMAN DRIVE CITY: ST LOUIS STATE: MO ZIP: 63146 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEORIA REAL ESTATE INC CENTRAL INDEX KEY: 0000909123 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 431446790 STATE OF INCORPORATION: IL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-65948-10 FILM NUMBER: 97530622 BUSINESS ADDRESS: STREET 1: 11701 BORMAN DRIVE STREET 2: STE 315 CITY: ST LOUIS STATE: MO ZIP: 63146 BUSINESS PHONE: 3149949070 MAIL ADDRESS: STREET 1: 11701 BORMAN DRIVE STREET 2: SUITE 315 CITY: ST LOUIS STATE: MO ZIP: 63146 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALTON REAL ESTATE INC CENTRAL INDEX KEY: 0000909124 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 431476931 STATE OF INCORPORATION: IL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-65948-11 FILM NUMBER: 97530623 BUSINESS ADDRESS: STREET 1: 11701 BORMAN DRIVE STREET 2: STE 315 CITY: ST LOUIS STATE: MO ZIP: 63146 BUSINESS PHONE: 3149949070 MAIL ADDRESS: STREET 1: 11701 BORMAN DRIVE STREET 2: SUITE 315 CITY: ST LOUIS STATE: MO ZIP: 63146 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOLINE REAL ESTATE INC CENTRAL INDEX KEY: 0000909125 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 431453170 STATE OF INCORPORATION: IL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-65948-12 FILM NUMBER: 97530624 BUSINESS ADDRESS: STREET 1: 11701 BORMAN DRIVE STREET 2: STE 315 CITY: ST LOUIS STATE: MO ZIP: 63146 BUSINESS PHONE: 3149949070 MAIL ADDRESS: STREET 1: 11701 BORMAN DRIVE STREET 2: SUTIE 315 CITY: ST LOUIS STATE: MO ZIP: 63146 10-Q 1 ROSEWOOD CARE CENTERS CAPITAL FUNDING CORP. FORM 10-Q 1 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 quarterly period ended December 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 33-65948 ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION (Exact name of Registrant as specified in its charter) (See table of Co-Registrants) Missouri 43-1623171 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 11701 Borman Drive, Suite 315 St. Louis, Missouri 63146 (Address of principal executive offices) (Zip Code) Indicate by check mark whether 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 Registrant was required to file such reports), (2) has been subject to such filing requirements for the past 90 days. Yes X No - -- APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares of stock of each of the issuer's classes of common stock, as of the latest practicable date: N/A 2 Certain information called for on Item 6 of Part II of this Form 10-Q is incorporated by reference to Registrants' Registration Statement (No. 33-65948) dated July 13, 1993 which was declared effective October 14, 1993, Registrants' Form 10-Q filed November 29, 1993, Registrants' Form 10-Q filed February 11, 1994, Registrants' Form 10-K filed September 28, 1994, Registrants' Form 10-Q filed February 14, 1995, Registrants' Form 10-Q filed May 15, 1995, Registrants' Form 10-Q filed February 13, 1996, Registrants' Form 10-Q filed May 14, 1996, Registrants' Form 10-K filed September 26, 1996 and Registrants' Form 10-Q filed November 13, 1996 Index to Exhibits is on Page 30. 3 CO-REGISTRANTS Rosewood Care Center, Inc. of Swansea Rosewood Care Center, Inc. of Galesburg Rosewood Care Center, Inc. of East Peoria Rosewood Care Center, Inc. of Peoria Rosewood Care Center, Inc. of Alton Rosewood Care Center, Inc. of Moline Swansea Real Estate, Inc. Galesburg Real Estate, Inc. East Peoria Real Estate, Inc. Peoria Real Estate, Inc. Alton Real Estate, Inc. Moline Real Estate, Inc. (Exact names of Co-Registrants as specified in their charters) No separate periodic or annual reports are filed for each of the co-registrants and no separate financial statements are included for each of the co-registrants because the co-registrants are effectively jointly and severally liable with respect to the Notes and because such separate periodic or annual reports and such separate financial statements are not deemed material to investors. 4 ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION Index
Part I Financial Information Page - ----------------------------- ---- Item 1. Financial Statements Rosewood Care Centers Capital Funding Corporation: Balance Sheet 1 Statement of Operations 2 Statement of Cash Flows 3 Notes to Financial Statement 4 Rosewood Care Center Obligated Companies: Rosewood Care Center, Inc. of Swansea Rosewood Care Center, Inc. of Galesburg Rosewood Care Center, Inc. of East Peoria Rosewood Care Center, Inc. of Peoria Rosewood Care Center, Inc. of Alton Rosewood Care Center, Inc. of Moline Swansea Real Estate, Inc. Galesburg Real Estate, Inc. East Peoria Real Estate, Inc. Peoria Real Estate, Inc. Alton Real Estate, Inc. Moline Real Estate, Inc. Combined Balance Sheet 5 Combined Statement of Operations 7 Combined Statement of Cash Flows 8 Notes to Combined Financial Statements 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Part II Other Information - -------------------------- Item 1. Legal Proceedings 14 Item 2. Changes in Securities 14 Item 3. Defaults Upon Senior Securities 14 Item 4. Submission of Matters to a Vote of Security Holders 14 Item 5. Other Information 14 Item 6. Exhibits and Reports on Form 8-K 15 Index to Exhibits 29 - ----------------- Signatures 16 - ----------
5 Part I Financial Information --------------------- Item 1. Financial Statements ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION BALANCE SHEET (Dollars in Thousands) (Unaudited)
June 30, December 31, Assets 1996 1996 ------ ---- ---- Cash $ 262 $ 262 Mortgage notes receivable, Rosewood Companies 29,280 28,044 ------- ------- 29,542 28,306 ======= ======= Liabilities and Stockholder's Equity ------------------------------------ First mortgage redeemable bonds $29,363 $28,135 Accrued interest 178 170 Stockholders' equity: Common stock, $1 par value Authorized - 30,000 shares Issued and outstanding - 500 shares, at issue price 1 1 Retained earnings - - ------- ------- $29,542 $28,306 ======= ======= The accompanying notes are an integral part of this financial statement.
1 6 ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION STATEMENT OF OPERATIONS (Dollars in Thousands) (Unaudited)
Three Months Six Months Ended Ended December 31, December 31, ------------ ------------ 1995 1996 1995 1996 ---- ---- ---- ---- Interest Income $ 551 $ 520 $ 1,111 $ 1,071 Interest Expense 551 520 1,111 1,071 --------- --------- --------- ---------- Net Income $ 0 $ 0 $ 0 $ 0 ========= ========= ========= ========== The accompanying notes are an integral part of this financial statement.
2 7 ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION STATEMENT OF CASH FLOWS (Dollars in Thousands) (Unaudited) Three Months Six Months Ended Ended December 31, December 31, ------------ ------------ 1995 1996 1995 1996 ---- ---- ---- ---- Cash flow from operating activities: Net income $ 0 $ 0 $ 0 $ 0 Increase (decrease) in accrued interest (5) (6) (7) (8) ------ ------ ------- ------- Net cash provided from investing activities (5) (6) (7) (8) ------ ------ ------- ------- Cash flow from investing activities: Collections on notes receivable 951 982 1,174 1,236 ------ ------ ------- ------- Net cash used by investing activities 951 982 1,174 1,236 ------ ------ ------- ------- Cash flow from financing operations: Reduction of redeemable bonds (946) (976) (1,167) (1,228) ------ ------ ------- ------- Net cash provided by financing (946) (976) (1,167) (1,228) ------ ------ ------- ------- Net increase (decrease) in cash 0 0 0 0 Cash, beginning 262 262 262 262 ------ ------ ------- ------- Cash, ending 262 262 262 262 ====== ====== ======= ======= Cash paid for interest $ 551 $ 520 $ 1,111 $ 1,071 ====== ====== ======= ======= The accompanying notes are an integral part of this financial statement.
3 8 ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION NOTES TO FINANCIAL STATEMENTS 1. Interim Financial Statements ---------------------------- In the opinion of the Company, these unaudited financial statements include all adjustments necessary for a fair presentation of its financial position as of June 30, 1996 and December 31, 1996 and the results of its operations and its cash flows for the three and the six month periods ended December 31, 1995 and 1996. Such adjustments were of a normal recurring nature. The results of operations for the six month periods ended December 31, 1995 and 1996 are not necessarily indicative of the results for the full year. It is suggested that these financial statements be read in conjunction with the financial statements, accounting policies and financial notes thereto included in the Form 10K Annual Report (No. 33-65948), which has previously been filed with the Commission. 2. Issuance of Bonds ----------------- On October 21, 1993, the Company issued $33,000,000 of its 7-1/4% First Mortgage Redeemable Bonds due November 1, 2013. Of the ending cash balance, $ 261,000 represents the note receivable payment on the 25th of the month which is held in the Bond Payment Fund - Principal and Interest accounts until it is disbursed to the Bond Holders on the 1st of the following month. 4 9 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES COMBINED BALANCE SHEETS (Dollars in Thousands) (Unaudited)
June 30, December 31, 1996 1996 ---- ---- Assets ------ Current assets: Cash $ 2,237 $ 1,796 Accounts receivable - residents, net of allowance for doubtful accounts of $206 and $206 respectively 1,257 1,431 Accounts receivable - third party payor 3,001 3,450 Interest receivable 326 317 Prepaid insurance and other prepaids 74 84 Deferred income tax benefits 65 65 --------- --------- Total current assets 6,960 7,143 --------- --------- Property, plant and equipment: Land 943 943 Site improvements 2,101 2,101 Building 17,830 17,830 Equipment 3,636 3,668 Leasehold improvements 272 319 --------- --------- 24,782 24,861 Less accumulated depreciation 6,435 6,904 --------- --------- 18,347 17,957 --------- --------- Other assets: Notes receivable from Rosewood Care Center Holding Co. 8,056 7,036 Amortizable Costs, Net 1,094 1,029 --------- --------- 9,150 8,065 --------- --------- $ 34,457 $ 33,165 ========= ========= The accompanying notes are an integral part of this financial statement.
5 10 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES COMBINED BALANCE SHEETS (Dollars in Thousands) (Unaudited)
June 30, December 31, 1996 1996 ---- ---- Liabilities and Stockholders' Equity ------------------------------------ Current liabilities: Current portion of long-term debt $ 1,792 $ 1,858 Accounts payable - trade 1,136 768 Accrued expenses: Salaries and payroll taxes 438 497 Vacation and employee fringes 124 99 Real estate taxes 480 457 Management fees - affiliate 464 492 Income taxes 88 94 Dividends payable 614 819 --------- --------- Total current liabilities 5,136 5,084 --------- --------- Long-Term debt: Notes payable - Rosewood Care Centers Capital Funding Corporation 29,279 28,044 --------- --------- 29,279 28,044 Less current maturities 1,792 1,858 --------- --------- 27,487 26,186 --------- --------- Stockholders' equity: Common stock 65 65 Paid-in capital 481 481 Retained earnings 1,288 1,349 --------- --------- 1,834 1,895 --------- --------- $ 34,457 $ 33,165 ========= ========= The accompanying notes are an integral part of this financial statement.
6 11 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES COMBINED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (Dollars in Thousands) (Unaudited)
Three Months Six Months Ended Ended December 31, December 31, 1995 1996 1995 1996 ---- ---- ---- ---- Patient service revenue: Private $ 4,477 $ 4,527 $ 8,663 $ 9,088 Medicare 2,223 2,500 4,571 4,977 Medicaid 335 358 697 686 Other patient revenues, net of expenses 15 31 35 46 ------- ------- ------- ------- 7,050 7,416 13,966 14,797 ------- ------- ------- ------- Operating expenses: Facility expenses: Administrative expense 232 254 425 465 Employee fringe benefits 468 466 921 920 Dietary 441 493 885 957 Nursing 1,648 1,808 3,244 3,536 Ancillary Services 1,088 1,278 2,110 2,529 Plant utilities and maintenance 269 284 557 603 Housekeeping and laundry 210 236 410 464 Social services and activities 138 171 270 324 ------- ------- ------- ------- 4,494 4,990 8,822 9,798 ------- ------- ------- ------- Income after facility expenses 2,556 2,426 5,144 4,999 ------- ------- ------- ------- Nonfacility expenses: Real estate taxes and insurance 139 139 275 284 Base management fees 198 198 396 396 Illinois Medicaid assessments 98 98 197 197 Depreciation and amortization 263 268 525 534 ------- ------- ------- ------- 698 703 1,393 1,411 ------- ------- ------- ------- Income before incentives 1,858 1,723 3,751 3,588 ------- ------- ------- ------- Incentive management fees (578) (491) (1,126) (1,017) Officers' bonuses - - - - ------- ------- ------- ------- Income from operations 1,280 1,232 2,625 2,571 ------- ------- ------- ------- Other income (expense): Interest income 217 170 437 358 Interest expense (551) (520) (1,111) (1,049) ------- ------- ------- ------- (334) (350) (674) (691) ------- ------- ------- ------- Income before income taxes 946 882 1,951 1,880 Income tax expense (84) (63) (186) (160) ------- ------- ------- ------- Net income 862 819 1,765 1,720 Retained earnings, beginning 1,253 1,349 1,032 1,288 Dividends declared (887) (819) (1,569) (1,659) ------- ------- ------- ------- Retained earnings, ending $ 1,228 $ 1,349 $ 1,228 $ 1,349 ======= ======= ======= ======= The accompanying notes are an integral part of this financial statement.
7 12 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES COMBINED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited)
Three Months Six Months Ended Ended December 31, December 31, ------------ ------------ 1995 1996 1995 1996 ---- ---- ---- ---- Cash flow from operating activities: Net income $ 861 $ 819 $ 1,765 $ 1,720 Adjustments: Depreciation 230 236 459 469 Amortization 34 33 67 65 Decrease (increase) in: Accounts receivable - residents (334) 254 (511) (174) Accounts receivable - third party payors (565) 61 (45) (449) Other receivables and prepaids (187) (155) (60) (1) Increase (decrease) in: Accounts payable - trade 808 39 829 (368) Accrued salaries, taxes and fringes (100) (146) 50 34 Accrued real estate taxes 108 91 (107) (23) Accrued management fees 23 (34) 34 28 Other payables and accruals (5) (24) (52) 6 ------- ------- ------- ------- Net cash provided by operating activities 873 1,174 2,429 1,307 ------- ------- ------- ------- Cash flow from investing activities: Purchase of property and equipment (84) (51) (98) (78) Loans and deposits with affiliate 379 1,404 (262) 1,019 ------- ------- ------- ------- Net cash (used) by investing activities 295 1,353 (360) 941 ------- ------- ------- ------- Cash flow from financing activities: Reduction of long-term debt (951) (982) (1,174) (1,235) Dividends paid (678) (840) (1,381) (1,454) ------- ------- ------- ------- Net cash (used) by financing activities (1,629) (1,822) (2,555) (2,689) ------- ------- ------- ------- Net increase (decrease) in cash (461) 705 (486) (441) Cash, beginning 2,497 1,091 2,522 2,237 ------- ------- ------- ------- Cash, ending 2,036 1,796 2,036 1,796 ======= ======= ======= ======= Cash paid for: Interest $ 449 $ 520 $ 1,111 $ 1,049 ======= ======= ======= ======= Income taxes $ 102 $ 118 $ 272 $ 206 ======= ======= ======= ======= The accompanying notes are an integral part of this financial statement.
8 13 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES NOTES TO COMBINED FINANCIAL STATEMENTS 1. Interim Financial Statements ---------------------------- In the opinion of the Companies, these unaudited combined financial statements include all adjustments necessary for a fair presentation of their financial position as of June 30, 1996 and December 31, 1996 and the results of their operations and their cash flows for the three and six month periods ended December 31, 1995 and 1996. Such adjustments were of a normal recurring nature. The results of operations for the three month periods ended December 31, 1995 and 1996 are not necessarily indicative of the results for the full years. It is suggested that these financial statements be read in conjunction with the financial statements, accounting policies and financial notes thereto included in the Form 10K Annual Report (No. 33-65948), which has previously been filed with the Commission. 2. Litigation ---------- The Companies, from time to time, are involved in litigation in the ordinary course of business including disputes involving management contracts, patient services, employment services, employment claims and construction matters. The Companies are also involved in routine administrative and judicial proceedings regarding permits and expenses. The Companies are not a party to any lawsuit or proceeding which, in the opinion of management, is individually or in the aggregate, likely to have a material adverse effect on the combined financial position or results of operations of the Companies. 3. Refinancing of Long-Term Debt ----------------------------- On October 21, 1993, the Companies refinanced their long-term debt with Rosewood Care Centers Capital Funding Corporation, which issued $33,000,000 of its 7-1/4% First Mortgage Redeemable Bonds due November 1, 2013. Remaining loan proceeds were loaned to Rosewood Care Center Holding Company under unsecured promissory notes bearing interest at 7-1/4% per annum and having maturities from October to December 1999. 9 14 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES NOTES TO COMBINED FINANCIAL STATEMENTS 3. Refinancing of Long-Term Debt (Continued) ----------------------------------------- Loan costs of $609,000 and underwriter's discount of $841,500 are being amortized over the term of the long-term debt, on the interest method. 4. Dividends --------- Dividends in the amount of $1,658,700 were declared during the six months ended December 31, 1996. Of this amount $839,700 has been paid and $819,000 remains unpaid. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Rosewood Care Centers Capital Funding Corporation The Corporation is a pass through entity. Interest income and expenses offset, resulting in no income or loss. The Combined Facility Companies and Real Estate Companies Three Months Ended December 31, 1996 Compared With Three Months Ended December 31, 1995 Overview -------- The Companies have continued their marketing emphasis on short-term convalescent care while continuing to provide long-term care. The number of short-term care patients and demand for ancillary rehabilitative and therapy services has continued to increase. Revenues and expenses associated with rehabilitative and therapy services have continued to increase through December 31, 1996. The Medicare program and various forms of private payment are principal payors for short-term nursing home care and rehabilitative services. All six of the facilities participate in the federally administered Medicare program. All six of the facilities also participate in the Medicaid program for a distinct number of beds in each facility. The Companies will continue to be affected by the government's attempts to control Medicare costs and by market issues facing the nursing home industry as a whole. The ability of the Companies to control the costs of labor which continue to rise and represent one of the largest components of the Companies' operating expenses, will also significantly impact the future operating results. Operating Results ----------------- Net revenues have increased to $7,416,000 for the three months ended December 31, 1996 from $7,050,000 for the three months ended December 31 1995, 10 15 an increase of $366,000 or 5.2%. Private revenues have increased $50,000 from $4,477,000 for the three months ended December 31, 1995 to $4,527,000 for the three months ended December 31, 1996. Revenue generated from ancillary services decreased $34,000 while revenue from room charges increased $153,000 when compared to the same three month period last year. Private census has increased from 41,270 patient days for 1995 to 41,687 patient days for the current three month period ended December 31, 1996. Net revenues for Medicare has increased from $2,223,000 for the three months ended December 31, 1995 to $2,500,000 for the three months ended December 31, 1996 an increase of $277,000 or 12.5%. The Medicare census has increased to 10,367 from 9,376 compared to the same period last year. Medicaid revenue has increased from $335,000 to $358,000 when compared to the same three month period last year. The increase is the result of an increase in census from 5,271 patient days for the three months ended December 31, 1995 to 5,408 patient days for the three months ended December 31, 1996. The occupancy of the facilities continues to remain strong with a 90.1% occupancy rate for the current three months period compared to 87.7% for the same three month period last year. Facility operating expenses increased to $4,990,000 (or $86.84 per patient day) for the current three month period ended December 31, 1996, from $4,494,000 (or $80.36 per patient day) for the three months ended December 31, 1995. Administrative expenses have increased $22,000 when compared to the same three month period last year. The majority of the increase can be accounted for by the increase in advertising, telephone, new employee training and the increase in the cost of continuing education of employees reimbursed by the Company. The cost of employee fringe benefits remained stable with a slight decrease in expenses for the current three month period compared to the same period last year. Dietary expenses have increased approximately $52,000 when compared to the same three month period last year. Wages have increased approximately $15,000 while the balance of the increase can be accounted for by the increase in raw food costs. Nursing costs have increased from $1,648,000 for the three months ended December 31, 1995 to $1,808,000 for the three months ended December 31, 1996 an increase of $160,000 or 9.7%. Labor costs have increased $111,000 when compared to the same period last year with the balance of the increase accounted for by the increase in the cost of medical supplies. Ancillary services costs have increased from $1,088,000 for the three months ended December 31, 1995 to $1,278,000 for the three months ended December 31, 1996 an increase of $190,000 or 17.5%. This increase in costs is the direct result of the increase in ancillary revenue and services provided to the residents of the facilities. Plant utilities and maintenance costs have increased $15,000 from $269,000 for the three months ended December 31, 1995 to $284,000 for the three month period ended December 31, 1996. The majority of the increase can be accounted for by an increase of repairs to the heat pump system at two of the facilities. 11 16 Housekeeping and laundry costs have increased $26,000 when compared to the same three month period last year. Labor costs have increased $19,000 while the balance of the increase can be accounted for by the increase in the cost of supplies for both departments. Social Services and Activities costs have increased $33,000 when compared to the same three month period last year. The increase can be accounted for by the increase in staffing for these departments. Interest income has decreased $47,000 when compared to the same three month period last year as a result of the decrease in the notes receivable outstanding during the three month period from the affiliated company, Rosewood Care Center Holding Co. Interest expense decreased $31,000 when compared to the same three month period last year. The decrease is the result of the decrease in the long term debt of the facility from $29,773,000 on December 31, 1995 to $28,044,000 as of December 31, 1996. Six Months Ended December 31, 1996 Compared With Six Months Ended December 31, 1995 Operating Results ----------------- Net revenues have increased to $14,797,000 for the six months ended December 31, 1996 from $13,966,000 for the six months ended December 31, 1995, an increase of $831,000 or 6.0%. Private revenues have increased $425,000 from $8,663,000 for the six months ended December 31, 1995, to $9,088,000 for the six months ended December 31, 1996. Revenue generated from ancillary services increased $24,000 while revenue from room charges increased $471,000 when compared to the same period last year. The average private room rates for the current period aggregated $105 per patient day compared to $101 per patient day for the same period last year. Private census has increased from 82,829 patient days for the six months ended December 31, 1995 to 84,171 patient days for the period ended December 31, 1996. Net revenues for Medicare have increased from $4,571,000 for the six months ended December 31, 1995 to $4,977,000 for the six months ended December 31, 1996, an increase of $406,000 or 8.9%. The Medicare census has increased to 20,700 patient days from 19,479 patient days compared to the same period last year. The Medicare reimbursement rate has increased approximately $5 per day which is the result of an increase in ancillary services provided to Medicare qualified residents. Medicaid revenue has decreased from $697,000 to $686,000 when compared to the same period last year. The decrease is the result of a decrease in census from 10,969 patient days for the six months ended December 31, 1995 to 10,478 patient days for the six months ended December 31, 1996. The occupancy of the facilities continues to remain strong with a 90.5% occupancy rate for the current six month period compared to 88.6% for the same period last year. 12 17 Facility operating expenses increased to $9,798,000 (or $84.94 per patient day) for the current six month period ended December 31, 1996, from $8,822,000 (or $77.88 per patient day) for the six months ended December 31, 1995. Administrative expenses have increased $40,000 when compared to the same period last year. The majority of the increase can be accounted for by the increase in advertising, telephone, new employee training and the increase in the cost of continuing education of employees reimbursed by the Company. The cost of employee fringe benefits remained stable and is basically unchanged when compared to the same period last year. Dietary expenses have increased approximately $72,000 when compared to the same period last year. Wages have increased approximately $29,000. The balance of the increase can be accounted for by the increase in raw food costs. Nursing costs have increased from $3,244,000 for the six months ended December 31, 1995 to $3,536,000 for the six months ended December 31, 1996, an increase of $292,000 or 9.0%. Labor costs have increased $219,000 when compared to the same period last year with the balance of the increase accounted for by the increase in the cost of medical supplies. Ancillary services costs have increased from $2,110,000 for the six months ended December 31, 1995 to $2,529,000 for the six months ended December 31, 1996, an increase of $419,000 or 19.9%. This increase in costs is the direct result of the increase in ancillary revenue and services provided to the residents of the facilities. Plant utilities and maintenance costs have increased $46,000 from $557,000 for the six months ended December 31, 1995 to $603,000 for the six month period ended December 31, 1996. The majority of the increase can be accounted for by an increase of $5,000 in the cost of utilities and a $10,000 increase in the cost of trash and hazardous waste disposal. The balance is for repairs to the heat pump system and water heaters at five of the facilities. Housekeeping and laundry costs have increased $54,000 when compared to the same six month period last year. Labor costs have increased $32,000. The balance of the increase can be accounted for by the increase in the cost of supplies for both departments. Social Services and Activities costs have increased $54,000 when compared to the same period last year. The increase is the result of the increase in staffing for these departments. Interest income has decreased $79,000 when compared to the same period last year as a result of the decrease in the notes receivable outstanding during the six month period from the affiliated company, Rosewood Care Center Holding Co. Interest expense decreased $62,000 when compared to the same period last year. The decrease is the result of the decrease in the long term debt of the facility from $29,773,000 on December 31, 1995 to $28,044,000 as of December 31, 1996. The Facility Companies file a consolidated income tax return with their parent company, Rosewood Care Center Holding Co. The income of the Real Estate Companies is taxed at the individual shareholder level, as each real estate 13 18 company is an S corporation. The amount reflected as income taxes is the facility companies' portion of federal and state taxes calculated for the six months ended December 31, 1996 and 1995, on an annualized basis. Liquidity and Capital Resources ------------------------------- As of December 31, 1996, the companies had approximately $1,796,000 in cash and cash equivalents and net working capital of approximately $2,059,000. There was a net decrease in cash of $441,000 since June 30, 1996. For the six months ended December 31, 1996, net cash provided by operations was $1,307,000. Net cash from investing activities was $941,000 of which $1,019,000 was received from Rosewood Care Center Holding Co. as payment on notes due from the affiliated company and $78,000 was used by the Companies for the purchase of personal property and equipment used in the operations of the facilities. Net cash used in financing activities aggregated $2,689,000 of which $1,235,000 was used to retire debt and $1,454,000 was used for the payment of dividends. The Companies believe they have adequate capital for operations and replacements for the coming year and the foreseeable future. Accounts receivable from private paying patients increased to $1,431,000 as of December 31, 1996, compared to $1,257,000 as of June 30, 1996. Accounts receivable from third party payers increased to $3,450,000 as of December 31, 1996, compared to $3,001,000 as of June 30, 1996. $1,908,000 of this amount is due from Medicare for unsettled cost reports through December 31, 1996 which are subject to audit. $961,700 of this amount was received subsequent to December 31, 1996 as an interim settlement until the audits are completed by the intermediary. With the Medicare program facing intense scrutiny and significant cutbacks, the companies have experienced closer review of the Medicare cost reports and delays with regard to payment of claims. An additional effect of Medicare's delay has been the delay of co-payment amounts received from private payers. Management does not anticipate any cash flow shortages during the next year, despite the increase in the amounts due from Medicare, unless Medicare administration and payment terms significantly further deteriorate. Part II Other Information - -------------------------- Item 1. Legal Proceedings. There were no material developments with respect to legal proceedings during the quarter ended December 31, 1996. Item 2. Changes in Securities. Not applicable. Item 3. Defaults Upon Senior Securities. None. Item 4. Submission of Matters to a Vote of Security Holders. None. 14 19 Item 5. Other Information. The Sun Bank Letter of Credit funding the Debt Service Reserve Fund expired December 6, 1996 and was renewed for another one year term, expiring December 6, 1997. During the period ending September 30, 1996, ground was broken for the construction of the 60 bed expansion wing at Rosewood Care Center of Alton. There are certain restrictions on the construction of the expansion which are contained in the Loan Agreement and the Trust Indenture. In accordance with those restrictions, the construction is being executed by Alton Real Estate II, L.L.C., a separate entity from Alton Real Estate, Inc. which owns the existing nursing home. At December 31, 1996, in addition to the grading and foundation being completed, pipe for sewers and other underground utility work was substantially complete. Although no new managed care contracts with large providers or covering large groups have been entered into, the companies are beginning to experience a trend in which case managers will contact a facility before a patient is discharged from a hospital and negotiate an individual managed care contract specific to that patient. Based on the specifically described needs of that patient, the facility will agree to an flat daily charge for that patient's stay which charge includes all items necessary to care for that patient. Although at December 31, 1996, the numbers of these contracts are not significant, the companies anticipate an increase in these or similar arrangements in the future. The companies continue to have discussions with large providers relating to managed care options. At December 31, 1996, no new contracts had been finalized. Item 6. Exhibits and Reports on Form 8-K. (a) See Index to Exhibits on Page 30. (b) Reports on Form 8-K. None. 15 20 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION, Registrant Dated: February --, 1997 By: /s/ Larry Vander Maten ------------------------------------- Larry Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 16 21 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ROSEWOOD CARE CENTER, INC. OF SWANSEA, Registrant Dated: February --, 1997 By: /s/ Larry Vander Maten ------------------------------------- Larry Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 17 22 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ROSEWOOD CARE CENTER, INC. OF GALESBURG, Registrant Dated: February --, 1997 By: /s/ Larry Vander Maten ------------------------------------- Larry Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer 18 23 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ROSEWOOD CARE CENTER, INC. OF PEORIA, Registrant Dated: February --, 1997 By: /s/ Larry Vander Maten ------------------------------------- Larry Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 19 24 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ROSEWOOD CARE CENTER, INC. OF EAST PEORIA, Registrant Dated: February --, 1997 By: /s/ Larry Vander Maten ------------------------------------- Larry Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 20 25 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ROSEWOOD CARE CENTER, INC. OF ALTON, Registrant Dated: February --, 1997 By: /s/ Larry Vander Maten ------------------------------------- Larry Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 21 26 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ROSEWOOD CARE CENTER, INC. OF MOLINE, Registrant Dated: February --, 1997 By: /s/ Larry Vander Maten ------------------------------------- Larry Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 22 27 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SWANSEA REAL ESTATE, INC., Registrant Dated: February --, 1997 By: /s/ Larry Vander Maten ------------------------------------- Larry Vander Maten President and Director (Principal and Executive Officer and Principal Financial and Accounting Officer 23 28 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GALESBURG REAL ESTATE, INC., Registrant Dated: February --, 1997 By: /s/ Larry Vander Maten ------------------------------------- Larry Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 24 29 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PEORIA REAL ESTATE, INC., Registrant Dated: February --, 1997 By: /s/ Larry Vander Maten ------------------------------------- Larry Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 25 30 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. EAST PEORIA REAL ESTATE, INC., Registrant Dated: February --, 1997 By: /s/ Larry Vander Maten ------------------------------------- Larry Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 26 31 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ALTON REAL ESTATE, INC., Registrant Dated: February --, 1997 By: /s/ Larry Vander Maten ------------------------------------- Larry Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 27 32 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MOLINE REAL ESTATE, INC., Registrant Dated: February --, 1997 By: /s/ Larry Vander Maten ------------------------------------- Larry Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 28 33 ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION Exhibit Index These Exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K
Exhibit Number Description - ------- ----------- 4.1 Reference is made to Article III of the Articles of Incorporation of Rosewood Care Centers Capital Funding Corporation filed on September 28, 1994 as Exhibit 3.1 (and referenced in Exhibit 4.1) of the Form 10-K. 4.2 Reference is made to the Trust Indenture filed on November 29, 1993 as Exhibit 4.2 of the Form 10-Q of Registrants. 4.3 Reference is made to the Bond filed on November 29, 1993 as Exhibit 4.3 of the Form 10-Q of Registrants. 4.4 Reference is made to the Loan Guaranty Agreement between Rosewood Care Centers Capital Funding Corporation and Rosewood Care Center, Inc. of Alton and the additional Loan Guaranty Agreements listed on the Schedule filed on November 29, 1993 as Exhibit 4.4 of the Form 10-Q of Registrants. 4.5 Reference is made to the Note executed by Alton Real Estate, Inc. and the additional Notes listed on the Schedule filed on November 29, 1993 as Exhibit 4.5 of the Form 10-Q of Registrants. 10.1 Reference is made to the Trust Indenture filed on November 29, 1993 as Exhibit 4.2 of the Form 10-Q of Registrants. 10.2 Reference is made to the Collateral Pledge and Security Agreement between Rosewood Care Centers Capital Funding Corporation and Alton Real Estate, Inc. and the additional Collateral Pledge and Security Agreements listed on the Schedule filed on November 29, 1993 as Exhibit 10.2 of the Form 10-Q of Registrants. 10.3 Reference is made to the Mortgage Between Alton Real Estate, Inc. and Rosewood Care Centers Capital Funding Corporation and the additional Mortgages listed on the Schedule filed on November 29, 1993 as Exhibit 10.3 of the Form 10-Q of Registrants. 10.4 Reference is made to the Security Agreement between Rosewood Care Centers Capital Funding Corporation and Rosewood Care Center, Inc. of Alton and the additional Security Agreements listed on the Schedule filed on November 29, 1993 as Exhibit 10.4 of the Form 10-Q of Registrants. 10.5 Reference is made to the Assignment of Rents and Leases between Rosewood Care Centers Capital Funding Corporation and Alton Real Estate, Inc. and the additional Assignments of Rents and Leases listed on the Schedule filed on November 29, 1993 as Exhibit 10.5 of the Form 10-Q of Registrants. 29 34 10.6 Reference is made to the Subordination and Attornment Agreement between Rosewood Care Centers Capital Funding Corporation and Alton Real Estate, Inc. and the additional Subordination and Attornment Agreements listed on the Schedule filed on November 29, 1993 as Exhibit 10.6 of the Form 10-Q of Registrants. 10.7 Reference is made to the Acknowledgment and Consent between Rosewood Care Centers Capital Funding Corporation and Hovan Enterprises, Inc. filed on November 29, 1993 as Exhibit 10.7 of the Form 10-Q of Registrants. 10.8 Reference is made to the Administrative Services Agreement between Hovan Enterprises, Inc. and Alton Real Estate, Inc. and the additional Administrative Services Agreements listed on the Schedule filed on November 29, 1993 as Exhibit 10.8 of the Form 10-Q of Registrants. 10.9 Reference is made to the Revised and Restated Management Agreement between Rosewood Care Center, Inc. of Alton and Hovan Enterprises, Inc. and the additional Revised and Restated Management Agreements listed on the Schedule filed on November 29, 1993 as Exhibit 10.9 of the Form 10-Q of Registrants. 10.10 Reference is made to the Lease between Alton Real Estate, Inc. and Rosewood Care Center, Inc. of Alton and the additional Leases listed on the Schedule filed on November 29, 1993 as Exhibit 10.10 of the Form 10-Q of Registrants. 10.11 Reference is made to the Assignment of Management Agreement between Rosewood Care Center, Inc. of Alton and Mercantile Bank and the additional Assignments of Management Agreement listed on the Schedule filed on November 29, 1993 as Exhibit 10.11 of the Form 10-Q of Registrants. 10.12 Reference is made to the Contract between Resident and Facility filed on July 13, 1993 as Exhibit 10.12 of the Registration Statement of Registrants (No. 33-65948) declared effective October 14, 1993. 10.13 Reference is made to the Loan Agreement among Rosewood Care Centers Capital Funding Corporation and Alton Real Estate, Inc., Swansea Real Estate, Inc., Peoria Real Estate, Inc., East Peoria Real Estate, Inc., Moline Real Estate, Inc., and Galesburg Real Estate, Inc. filed on November 29, 1993 as Exhibit 10.13 of the Form 10-Q of Registrants. 10.14 Reference is made to the Loan Guaranty Agreement filed on November 29, 1993 as Exhibit 4.4 of the Form 10-Q of Registrants. 10.15 Reference is made to the Letter of Credit issued by Sun Bank, National Association to Mercantile Bank of St. Louis N.A. as Trustee under the Trust Indenture on December 6, 1993 and substituted for the cash in the Debt Service Reserve Fund on December 9, 1993, filed on February 11, 1994 as Exhibit 10.15 on the Form 10-Q of the Registrants. 10.16 Reference is made to the renewal of the Letter of Credit filed on February 11, 1994 as Exhibit 10.15 on the Form 10-Q of the Registrants, which renewal was filed on February 14, 1995 as Exhibit 10.16 of the Form 10-Q of the Registrants. 30 35 10.17 Reference is made to the renewal of the Letter of Credit filed on February 11, 1994 as Exhibit 10.15 on the Form 10-Q of the Registrants, which renewal was filed on February 13, 1996 as Exhibit 10.17 of the Form 10-Q of the Registrants. 10.18 Reference is made to the renewal of the Letter of Credit filed on February 11, 1994 as Exhibit 10.15 on the Form 10-Q of the Registrants, which renewal was filed on November 13, 1996 as Exhibit 10.18 of the Form 10-Q of the Registrants. 27.1 Financial Data Schedule of Rosewood Care Center Capital Funding Corporation. 27.2 Financial Data Schedule of Rosewood Care Center of Galesburg. 27.3 Financial Data Schedule of Rosewood Care Center of Swansea. 27.4 Financial Data Schedule of Rosewood Care Center of East Peoria. 27.5 Financial Data Schedule of Rosewood Care Center of Peoria. 27.6 Financial Data Schedule of Rosewood Care Center of Alton. 27.7 Financial Data Schedule of Rosewood Care Center of Moline. 27.8 Financial Data Schedule of Swansea Real Estate. 27.9 Financial Data Schedule of Galesburg Real Estate. 27.10 Financial Data Schedule of East Peoria Real Estate. 27.11 Financial Data Schedule of Peoria Real Estate. 27.12 Financial Data Schedule of Alton Real Estate. 27.13 Financial Data Schedule of Moline Real Estate. 99.1 Reference is made to the Amended and Restated License Agreement filed September 28, 1994 as Exhibit 99.1 of Form 10-K of Registrants. 99.2 Reference is made to the Medicare Provider Agreement between The Secretary of Health and Human Services and Rosewood Care Center, Inc. of Swansea filed on July 13, 1993 as Exhibit 99.2 of the Registration Statement of Registrants (No. 33-65948) declared effective October 14, 1993. 99.3 Reference is made to the Medicare Provider Agreement between The Secretary of Health and Human Services and Rosewood Care Center, Inc. of Alton filed on July 13, 1993 as Exhibit 99.3 of the Registration Statement of Registrants (No. 33-65948) declared effective October 14, 1993. 99.4 Reference is made to the Medicare Provider Agreement between The Secretary of Health and Human Services and Rosewood Care Center, Inc. of East Peoria filed on July 13, 1993 as Exhibit 99.4 of the Registration Statement of Registrants (No. 33-65948) declared effective October 14, 1993. 31 36 99.5 Reference is made to the Medicare Provider Agreement between The Secretary of Health and Human Services and Rosewood Care Center, Inc. of Peoria filed on July 13, 1993 as Exhibit 99.5 of the Registration Statement of Registrants (No. 33-65948) declared effective October 14, 1993. 99.6 Reference is made to the Medicare Provider Agreement between The Secretary of Health and Human Services and Rosewood Care Center, Inc. of Galesburg filed on July 13, 1993 as Exhibit 99.6 of the Registration Statement of Registrants (No. 33-65948) declared effective October 14, 1993. 99.7 Reference is made to the Medicare Provider Agreement between The Secretary of Health and Human Services and Rosewood Care Center, Inc. of Moline filed on July 13, 1993 as Exhibit 99.7 of the Registration Statement of Registrants (No. 33-65948) declared effective October 14, 1993. 99.8 Reference is made to the Medicaid Provider Agreement between The Illinois Department of Public Aid and Rosewood Care Center, Inc. of Swansea filed on July 13, 1993 as Exhibit 99.8 of the Registration Statement of Registrants (No. 33-65948) declared effective October 14, 1993. 99.9 Reference is made to the Medicaid Provider Agreement between The Illinois Department of Public Aid and Rosewood Care Center, Inc. of Alton filed on July 13, 1993 as Exhibit 99.9 of the Registration Statement of Registrants (No. 33-65948) declared effective October 14, 1993. 99.10 Reference is made to the Medicaid Provider Agreement between The Illinois Department of Public Aid and Rosewood Care Center, Inc. of East Peoria filed on July 13, 1993 as Exhibit 99.10 of the Registration Statement of Registrants (No. 33-65948) declared effective October 14, 1993. 99.11 Reference is made to the Medicaid Provider Agreement between The Illinois Department of Public Aid and Rosewood Care Center, Inc. of Peoria filed on July 13, 1993 as Exhibit 99.11 of the Registration Statement of Registrants (No. 33-65948) declared effective October 14, 1993. 99.12 Reference is made to the Medicaid Provider Agreement between The Illinois Department of Public Aid and Rosewood Care Center, Inc. of Galesburg filed on July 13, 1993 as Exhibit 99.12 of the Registration Statement of Registrants (No. 33-65948) declared effective October 14, 1993. 99.13 Reference is made to the Medicaid Provider Agreement between The Illinois Department of Public Aid and Rosewood Care Center, Inc. of Moline filed on July 13, 1993 as Exhibit 99.13 of the Registration Statement of Registrants (No. 33-65948) declared effective October 14, 1993. 99.14 Reference is made to the Lease Agreement filed on September 28, 1994 as Exhibit 99.14 of the Form 10-K of Registrants. 99.15 Reference is made to the Revised and Restated Grant and Declaration of Easements filed on September 28, 1994 as Exhibit 99.15 of the Form 10-K of Registrants. 99.16 Reference is made to the Managed Care Agreement between Rosewood Care Center, Inc. of Moline, Heritage National Health Plan, Inc., John Deere Family Health Plan and Deere and Company filed on May 15, 1995 as Exhibit 99.16 of the Form 10-Q of Registrants.
33 EX-27.1 2 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Financial Statements at December 31, 1996 for the period ended December 31, 1996 and is qualified in its entirety by reference to such financial statements. 0000909110 ROSEWOOD CARE CENTER CAPITAL FUNDING CORPORATION 1000 6-MOS JUN-30-1996 JUL-01-1996 DEC-31-1996 262 0 28,044 0 0 262 0 0 28,306 170 28,135 1 0 0 0 28,306 0 1,071 0 0 0 0 1,071 0 0 0 0 0 0 0 0 0
EX-27.2 3 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at December 31, 1996 for the period ended December 31, 1996 and is qualified in its entirety by reference to such financial statements. 0000909114 ROSEWOOD CARE CENTER OF GALESBURG 1000 6-MOS JUN-30-1996 JUL-01-1996 DEC-31-1996 1,796 0 5,087 206 0 7,143 24,861 6,904 33,165 5,084 0 65 0 0 1,830 33,165 14,751 15,155 0 12,226 0 0 1,049 1,880 160 0 0 0 0 1,720 26 0
EX-27.3 4 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at December 31, 1996 for the period ended December 31, 1996 and is qualified in its entirety by reference to such financial statements. 0000909113 ROSEWOOD CARE CENTER OF SWANSEA 1000 6-MOS JUN-30-1996 JUL-01-1996 DEC-31-1996 1,796 0 5,087 206 0 7,143 24,861 6,904 33,165 5,084 0 65 0 0 1,830 33,165 14,751 15,155 0 12,226 0 0 1,049 1,880 160 0 0 0 0 1,720 26 0
EX-27.4 5 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at December 31, 1996 for the period ended December 31, 1996 and is qualified in its entirety by reference to such financial statements. 0000909115 ROSEWOOD CARE CENTER OF EAST PEORIA 1000 6-MOS JUN-30-1996 JUL-01-1996 DEC-31-1996 1,796 0 5,087 206 0 7,143 24,861 6,904 33,165 5,084 0 65 0 0 1,830 33,165 14,751 15,155 0 12,226 0 0 1,049 1,880 160 0 0 0 0 1,720 26 0
EX-27.5 6 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at December 31, 1996 for the period ended December 31, 1996 and is qualified in its entirety by reference to such financial statements. 0000909116 ROSEWOOD CARE CENTER OF PEORIA 1000 6-MOS JUN-30-1996 JUL-01-1996 DEC-31-1996 1,796 0 5,087 206 0 7,143 24,861 6,904 33,165 5,084 0 65 0 0 1,830 33,165 14,751 15,155 0 12,226 0 0 1,049 1,880 160 0 0 0 0 1,720 26 0
EX-27.6 7 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at December 31, 1996 for the period ended December 31, 1996 and is qualified in its entirety by reference to such financial statements. 0000909117 ROSEWOOD CARE CENTER OF ALTON 1000 6-MOS JUN-30-1996 JUL-01-1996 DEC-31-1996 1,796 0 5,087 206 0 7,143 24,861 6,904 33,165 5,084 0 65 0 0 1,830 33,165 14,751 15,155 0 12,226 0 0 1,049 1,880 160 0 0 0 0 1,720 26 0
EX-27.7 8 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at December 31, 1996 for the period ended December 31, 1996 and is qualified in its entirety by reference to such financial statements. 0000909118 ROSEWOOD CARE CENTER OF MOLINE 1000 6-MOS JUN-30-1996 JUL-01-1996 DEC-31-1996 1,796 0 5,087 206 0 7,143 24,861 6,904 33,165 5,084 0 65 0 0 1,830 33,165 14,751 15,155 0 12,226 0 0 1,049 1,880 160 0 0 0 0 1,720 26 0
EX-27.8 9 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at December 31, 1996 for the period ended December 31, 1996 and is qualified in its entirety by reference to such financial statements. 0000909120 SWANSEA REAL ESTATE 1000 6-MOS JUN-30-1996 JUL-01-1996 DEC-31-1996 1,796 0 5,087 206 0 7,143 24,861 6,904 33,165 5,084 0 65 0 0 1,830 33,165 14,751 15,155 0 12,226 0 0 1,049 1,880 160 0 0 0 0 1,720 26 0
EX-27.9 10 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at December 31, 1996 for the period ended December 31, 1996 and is qualified in its entirety by reference to such financial statements. 0000909121 GALESBURG REAL ESTATE 1000 6-MOS JUN-30-1996 JUL-01-1996 DEC-31-1996 1,796 0 5,087 206 0 7,143 24,861 6,904 33,165 5,084 0 65 0 0 1,830 33,165 14,751 15,155 0 12,226 0 0 1,049 1,880 160 0 0 0 0 1,720 26 0
EX-27.10 11 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at December 31, 1996 for the period ended December 31, 1996 and is qualified in its entirety by reference to such financial statements. 0000909122 EAST PEORIA REAL ESTATE 1000 6-MOS JUN-30-1996 JUL-01-1996 DEC-31-1996 1,796 0 5,087 206 0 7,143 24,861 6,904 33,165 5,084 0 65 0 0 1,830 33,165 14,751 15,155 0 12,226 0 0 1,049 1,880 160 0 0 0 0 1,720 26 0
EX-27.11 12 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at December 31, 1996 for the period ended December 31, 1996 and is qualified in its entirety by reference to such financial statements. 0000909123 PEORIA REAL ESTATE 1000 6-MOS JUN-30-1996 JUL-01-1996 DEC-31-1996 1,796 0 5,087 206 0 7,143 24,861 6,904 33,165 5,084 0 65 0 0 1,830 33,165 14,751 15,155 0 12,226 0 0 1,049 1,880 160 0 0 0 0 1,720 26 0
EX-27.12 13 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at December 31, 1996 for the period ended December 31, 1996 and is qualified in its entirety by reference to such financial statements. 0000909124 ALTON REAL ESTATE 1000 6-MOS JUN-30-1996 JUL-01-1996 DEC-31-1996 1,796 0 5,087 206 0 7,143 24,861 6,904 33,165 5,084 0 65 0 0 1,830 33,165 14,751 15,155 0 12,226 0 0 1,049 1,880 160 0 0 0 0 1,720 26 0
EX-27.13 14 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at December 31, 1996 for the period ended December 31, 1996 and is qualified in its entirety by reference to such financial statements. 0000909125 MOLINE REAL ESTATE 1000 6-MOS JUN-30-1996 JUL-01-1996 DEC-31-1996 1,796 0 5,087 206 0 7,143 24,861 6,904 33,165 5,084 0 65 0 0 1,830 33,165 14,751 15,155 0 12,226 0 0 1,049 1,880 160 0 0 0 0 1,720 26 0
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