-----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, L//vCLpK6q0Ppnej/lCgfUr/ypxeTP1F9UJk7vkuoB+ePNO2V2GF49Bvvs03HueM eV4WOylrytV3wnoBnlEjxw== 0000950114-97-000265.txt : 19970515 0000950114-97-000265.hdr.sgml : 19970515 ACCESSION NUMBER: 0000950114-97-000265 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970514 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: 97605262 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: 97605263 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: 97605264 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: 97605265 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: 97605266 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: 97605267 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: 97605268 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: 97605269 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: 97605270 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: 97605271 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: 97605272 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: 97605273 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: 97605274 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 CORPORATION 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 MARCH 31, 1997 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 (State or other jurisdiction of incorporation or organization) 11701 Borman Drive, Suite 315 St. Louis, Missouri (Address of principal executive offices) 43-1623171 (I.R.S. Employer Identification No.) 63146 (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, Registrants' Form 10-Q filed November 13, 1996. Index to Exhibits is on Page 34 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 2 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. 3 4 ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION INDEX

4 5 PART I FINANCIAL INFORMATION - ----------------------------- ITEM 1. FINANCIAL STATEMENTS ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION BALANCE SHEET (Dollars in Thousands) (Unaudited)

5 6 ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION STATEMENT OF OPERATIONS (Dollars in Thousands) (Unaudited)

6 7 ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION STATEMENT OF CASH FLOWS (Dollars in Thousands) (Unaudited)

7 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 March 31, 1997 and the results of its operations and its cash flows for the three month and the nine month periods ended March 31, 1996 and 1997. Such adjustments were of a normal recurring nature. The results of operations for the nine month periods ended March 31, 1996 and 1997 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. 8 9 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES COMBINED BALANCE SHEETS (Dollars in Thousands) (Unaudited)

9 10 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES COMBINED BALANCE SHEETS (Dollars in Thousands) (Unaudited)

10 11 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES COMBINED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (Dollars in Thousands) (Unaudited)

Three Months Nine Months Ended Ended March 31, March 31, 1996 1997 1996 1997 ---- ---- ---- ---- 11 12 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES COMBINED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited)
Three Months Nine Months Ended Ended March 31, March 31, --------- --------- 1996 1997 1996 1997 ---- ---- ---- ---- Cash flow from operating activities Net income $ 699 $ 882 $ 2,464 $ 2,602 Adjustments: Depreciation 244 232 703 701 Amortization 32 32 99 97 Decrease (increase) in: Accounts receivable - residents 78 (90) (433) (264) Accounts receivable - third party payors (300) 297 (345) (152) Other receivables and prepaids 300 178 240 177 Increase (decrease) in: Accounts payable - trade (799) (44) 30 (412) Accrued salaries, taxes and fringes 209 202 259 236 Accrued real estate taxes 108 111 1 88 Accrued management fees (176) 74 142 102 Other payables and accruals (32) (7) (84) (1) ------- ------- ------- ------- Net cash provided by operating activities 363 1,867 2,792 3,174 ------- ------- ------- ------- Cash flow from investing activities: Purchase of property and equipment (51) (39) (149) (117) Loans and deposits with affiliate 1,217 (115) 955 904 ------- ------- ------- ------- Net cash (used) by investing activities 1,166 (154) 806 787 ------- ------- ------- ------- Cash flow from financing activities: Reduction of long-term debt (245) (276) (1,419) (1,511) Dividends paid (890) (819) (2,271) (2,273) ------- ------- ------- ------- Net cash (used) by financing activities (1,135) (1,095) (3,690) (3,784) ------- ------- ------- ------- Net increase (decrease) in cash 394 618 (92) 177 Cash, beginning 2,036 1,796 2,522 2,237 ------- ------- ------- ------- Cash, ending 2,430 2,414 2,430 2,414 ======= ======= ======= ======= Cash paid for: Interest $ 538 $ 504 $ 1,649 $ 1,553 ======= ======= ======= ======= Income taxes $ 115 $ 40 $ 387 $ 246 ======= ======= ======= ======= The accompanying notes are an integral part of this financial statement.
12 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 March 31, 1997 and the results of their operations and their cash flows for the three and nine month periods ended March 31, 1996 and 1997. Such adjustments were of a normal recurring nature. The results of operations for the three month periods ended March 31, 1996 and 1997 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. 13 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 longterm debt, on the interest method. 4. Dividends --------- Dividends in the amount of $2,482,000 were declared during the nine months ended March 31, 1997. Of this amount $1,658,700 has been paid and $823,300 remains unpaid. 14 15 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 MARCH 31, 1997 COMPARED WITH THREE MONTHS ENDED MARCH 31, 1996 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 March 31, 1997. 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 $7,462,000 for the three months ended March 31, 1997 from $6,774,000 for the three months ended March 31, 1996, an increase of $688,000 or 10.2%. Private revenues have increased $182,000 from $4,200,000 for the three months ended March 31, 1996 to $4,382,000 for the three months ended March 31, 1997. Revenue generated from ancillary services for private paying patients decreased $80,000, while revenue from room charges increased $262,000 when compared to the same three month period last year. Private census has increased from 39,475 patient days for 1996 to 39,818 patient days for the current three month period ended March 31, 1997. Net revenues for Medicare have increased from $2,245,000 for the three months ended March 31, 1996 to $2,646,000 for the three months ended March 31, 15 16 1997, an increase of $401,000 or 17.8%. The Medicare census has increased to 9,476 from 9,454 compared to the same period last year. Medicaid revenue has increased from $316,000 to $418,000 when compared to the same three month period last year. The increase is the result of an increase in census from 4,936 patient days for the three months ended March 31, 1996 to 6,223 patient days for the three months ended March 31, 1997. The occupancy of the facilities continues to remain strong with an 89.5% occupancy rate for the current three month period, compared to 86.7% for the same three month period last year. Facility operating expenses increased to $4,883,000 (or $87.96 per patient day) for the current three month period ended March 31, 1997, from $4,524,000 (or $83.99 per patient day) for the three months ended March 31, 1996. Administrative expenses have increased $44,000 when compared to the same three month period last year. The majority of the increase can be accounted for by the increase in advertising, professional fees, telephone and new employee training. The cost of employee fringe benefits has decreased from $485,000 for the three months ended March 31, 1996 to $456,000 for the three months ended March 31, 1997. The majority of the decrease can be accounted for by the decrease in workmen's compensation insurance premiums in the current period. Dietary expenses have increased approximately $26,000 when compared to the same three month period last year. Wages have increased approximately $15,000 while the cost of food and supplies has increased $11,000 when compared to the same three month period last year. Nursing costs have increased from $1,606,000 for the three months ended March 31, 1996 to $1,780,000 for the three months ended March 31, 1997, an increase of $174,000 or 10.8%. Labor costs have increased $139,000, while the cost of medical supplies has increased $35,000 when compared to the same period last year. Ancillary services costs have increased from $1,146,000 for the three months ended March 31, 1996 to $1,268,000 for the three months ended March 31, 1997, an increase of $122,000 or 10.6%. This increase in costs is the direct result of the increase in ancillary revenue and services provided to the Medicare residents of the facilities. Plant utilities and maintenance costs have decreased $13,000 from $296,000 for the three months ended March 31, 1996 to $283,000 for the three month period ended March 31, 1997. The cost of snow removal increased by $5,000. This increase was offset by a significant decrease in repairs to the facilities. Housekeeping and laundry costs have increased $5,000 when compared to the same three month period last year. Labor costs have increased $10,000 while the cost of supplies has decreased $5,000. 16 17 Social Services and Activities costs have increased $30,000 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 $9,000 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 $34,000 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. NINE MONTHS ENDED MARCH 31, 1997 COMPARED WITH NINE MONTHS ENDED MARCH 31, 1996 Operating Results ----------------- Net revenues have increased to $22,259,000 for the nine months ended March 31, 1997 from $20,740,000 for the nine months ended March 31, 1996, an increase of $1,519,000 or 7.3%. Private revenues have increased $607,000 from $12,863,000 for the nine months ended March 31, 1996, to $13,470,000 for the nine months ended March 31, 1997. Revenue generated from ancillary services for private paying patients decreased $130,000, while revenue from room charges increased $737,000 when compared to the same period last year. The average private room rate for the current period aggregated $109 per patient day compared to $105 per patient day for the same period last year. Private census has increased from 122,304 patient days for 1996 to 123,989 patient days for the current period ended March 31, 1997. Net revenues for Medicare have increased from $6,816,000 for the nine months ended March 31, 1996 to $7,623,000 for the nine months ended March 31, 1997, an increase of $807,000 or 11.8%. The Medicare census has increased to 30,176 patient days for 1997 from 28,933 patient days for the same period last year. The Medicare reimbursement rate has increased approximately $18 per day which is the result of an increase in ancillary services provided to Medicare qualified residents. Medicaid revenue has increased from $1,013,000 to $1,104,000 when compared to the same period last year. The increase is the result of an increase in census from 15,905 patient days for the nine months ended March 31, 1996 to 16,701 patient days for the nine months ended March 31, 1997. The facilities have received a minor increase of approximately $2 per day in the reimbursement rate paid to the facilities for residents covered under the Medicaid program. The occupancy of the facilities continues to remain strong with a 89.9% occupancy rate for the current nine month period compared to 89.5% for the same period last year. Facility operating expenses increased to $14,681,000 (or $85.92 per patient day) for the current nine month period ended March 31, 1997, from 17 18 $13,346,000 (or $79.84 per patient day) for the nine months ended March 31, 1996. Administrative expenses have increased $84,000 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, professional fees and the increase in the cost of continuing education of employees reimbursed by the Companies. The cost of employee fringe benefits decreased approximately $30,000 when compared to the same nine month period last year. The majority of the decrease can be accounted for by the decrease in workmen's compensation insurance premiums for the current period. Dietary expenses have increased approximately $98,000 when compared to the same period last year. Wages have increased approximately $44,000. The balance of the increase can be accounted for by the increase in raw food costs. Nursing costs have increased from $4,851,000 for the nine months ended March 31, 1996 to $5,316,000 for the nine months ended March 31, 1997, an increase of $465,000 or 9.6%. Labor costs have increased $422,000 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 $3,256,000 for the nine months ended March 31, 1996 to $3,797,000 for the nine months ended March 31, 1997, an increase of $541,000 or 16.6%. This increase in costs is the direct result of the increase in ancillary revenue and services provided to the Medicare residents of the facilities. Plant utilities and maintenance costs have increased $34,000 from $853,000 for the nine months ended March 31, 1996 to $887,000 for the nine month period ended March 31, 1997. The majority of the increase can be accounted for by an increase of $5,000 in the cost of snow removal, a $4,000 increase in the cost of trash and hazardous waste disposal and the balance for repairs to the heat pump system and water heaters at five of the facilities. Housekeeping and laundry costs have increased $60,000 when compared to the same nine month period last year. Labor costs have increased $42,000. 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 from $400,000 for the nine months ended March 31, 1996 to $483,000 for the nine months ended March 31, 1997. The increased cost is the result of the increase in staffing at all six of the facilities for these departments. Interest income has decreased $88,000 when compared to the same period last year as a result of the decrease in the notes receivable outstanding during the nine month period from the affiliated company, Rosewood Care Center Holding Co. 18 19 Interest expense decreased $96,000 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 $29,528,000 on March 31, 1996 to $27,861,000 as of March 31, 1997. 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 company is an S corporation. The amount reflected as income taxes is the facility companies' portion of federal and state taxes calculated for the nine months ended March 31, 1997 and 1996, on an annualized basis. Liquidity and Capital Resources ------------------------------- As of March 31, 1997, the companies had approximately $2,414,000 in cash and cash equivalents and net working capital of approximately $1,920,000. There was a net increase in cash of $177,000 since June 30, 1996. For the nine months ended March 31, 1997, net cash provided by operations was $3,174,000. Net cash from investing activities was $787,000 of which $904,000 was received from Rosewood Care Center Holding Co. as payment on notes due from the affiliated company and $117,000 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 $3,784,000 of which $1,511,000 was used to retire debt and $2,273,000 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 $1,521,000 as of March 31, 1997, compared to $1,257,000 as of June 30, 1996. Accounts receivable from third party payers increased to $3,154,000 as of March 31, 1997, compared to $3,001,000 as of June 30, 1996. $1,550,000 of this amount is due from Medicare for unsettled cost reports through March 31, 1997 which are subject to audit. 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. 19 20 PART II OTHER INFORMATION - -------------------------- ITEM 1. LEGAL PROCEEDINGS. There were no material developments with respect to legal proceedings during the quarter ended March 31, 1997. 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. ITEM 5. OTHER INFORMATION. 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 March 31, 1997, exterior walls, interior bearing walls, and roof trusses and roof sheeting were complete. Although no new managed care contracts with large providers or covering large groups have been entered into, the companies continue 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 March 31, 1997, 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 March 31, 1997, no new contracts had been finalized. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) See Index to Exhibits on Page 34. (b) Reports on Form 8-K. None. 20 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 CENTERS CAPITAL FUNDING CORPORATION, Registrant Dated: May __, 1997 By: /s/ Larry Vander Maten -------------------------------- Larry Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 21 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 SWANSEA, Registrant Dated: May __, 1997 By: /s/ Larry Vander Maten ------------------------------- Larry Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 22 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 GALESBURG, Registrant Dated: May __, 1997 By: /s/ Larry Vander Maten ------------------------------ Larry Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer 23 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 PEORIA, Registrant Dated: May __, 1997 By: /s/ Larry Vander Maten ----------------------------------- Larry Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 24 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 EAST PEORIA, Registrant Dated: May __, 1997 By: /s/ Larry Vander Maten ----------------------------------- Larry Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 25 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 ALTON, Registrant Dated: May __, 1997 By: /s/ Larry Vander Maten ------------------------------------ Larry Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 26 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. ROSEWOOD CARE CENTER, INC. OF MOLINE, Registrant Dated: May __, 1997 By: /s/ Larry Vander Maten ----------------------------------- Larry Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 27 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. SWANSEA REAL ESTATE, INC., Registrant Dated: May __, 1997 By: /s/ Larry Vander Maten --------------------------------------- Larry Vander Maten President and Director (Principal and Executive Officer and Principal Financial and Accounting Officer 28 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. GALESBURG REAL ESTATE, INC., Registrant Dated: May __, 1997 By: /s/ Larry Vander Maten -------------------------------------- Larry Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 29 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. PEORIA REAL ESTATE, INC., Registrant Dated: May __, 1997 By: /s/ Larry Vander Maten ------------------------------------ Larry Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 30 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. EAST PEORIA REAL ESTATE, INC., Registrant Dated: May __, 1997 By: /s/ Larry Vander Maten ----------------------------------- Larry Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 31 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. ALTON REAL ESTATE, INC., Registrant Dated: May __, 1997 By: /s/ Larry Vander Maten ----------------------------------- Larry Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 32 33 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: May 14, 1997 By: /s/ Larry Vander Maten ------------------------------------ Larry Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 33 34 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 34 35 filed on November 29, 1993 as Exhibit 10.5 of the Form 10-Q of Registrants. 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. 35 36 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. 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 36 37 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. 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 37 38 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.
38 EX-27.1 2 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Financial Statements at March 31, 1997 for the period ended March 31, 1997 and is qualified in its entirety by reference to such financial statements. 0000909110 ROSEWOOD CARE CENTER CAPITAL FUNDING CORPORATION 1000 9-MOS JUN-30-1997 JUL-01-1997 MAR-31-1997 262 0 27,768 0 0 262 0 0 28,030 168 27,861 1 0 0 0 28,030 0 1,576 0 0 0 0 1,576 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 March 31, 1997 for the period ended March 31, 1997 and is qualified in its entirety by reference to such financial statements. 0000909114 ROSEWOOD CARE CENTER OF GALESBURG 1000 9-MOS JUN-30-1997 JUL-01-1997 MAR-31-1997 2,414 0 4,764 89 0 7,377 24,899 7,136 33,288 5,457 0 65 0 0 1,890 33,288 22,197 22,774 0 18,374 0 0 1,553 2,847 245 0 0 0 0 2,602 40 0

EX-27.3 4 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at March 31, 1997 for the period ended March 31, 1997 and is qualified in its entirety by reference to such financial statements. 0000909113 ROSEWOOD CARE CENTER OF SWANSEA 1000 9-MOS JUN-30-1997 JUL-01-1997 MAR-31-1997 2,414 0 4,764 89 0 7,377 24,899 7,136 33,288 5,457 0 65 0 0 1,890 33,288 22,197 22,774 0 18,374 0 0 1,553 2,847 245 0 0 0 0 2,602 40 0

EX-27.4 5 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at March 31, 1997 for the period ended March 31, 1997 and is qualified in its entirety by reference to such financial statements. 0000909115 ROSEWOOD CARE CENTER OF EAST PEORIA 1000 9-MOS JUN-30-1997 JUL-01-1997 MAR-31-1997 2,414 0 4,764 89 0 7,377 24,899 7,136 33,288 5,457 0 65 0 0 1,890 33,288 22,197 22,774 0 18,374 0 0 1,553 2,847 245 0 0 0 0 2,602 40 0

EX-27.5 6 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at March 31, 1997 for the period ended March 31, 1997 and is qualified in its entirety by reference to such financial statements. 0000909116 ROSEWOOD CARE CENTER OF PEORIA 1000 9-MOS JUN-30-1997 JUL-01-1997 MAR-31-1997 2,414 0 4,764 89 0 7,377 24,899 7,136 33,288 5,457 0 65 0 0 1,890 33,288 22,197 22,774 0 18,374 0 0 1,553 2,847 245 0 0 0 0 2,602 40 0

EX-27.6 7 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at March 31, 1997 for the period ended March 31, 1997 and is qualified in its entirety by reference to such financial statements. 0000909117 ROSEWOOD CARE CENTER OF ALTON 1000 9-MOS JUN-30-1997 JUL-01-1997 MAR-31-1997 2,414 0 4,764 89 0 7,377 24,899 7,136 33,288 5,457 0 65 0 0 1,890 33,288 22,197 22,774 0 18,374 0 0 1,553 2,847 245 0 0 0 0 2,602 40 0

EX-27.7 8 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at March 31, 1997 for the period ended March 31, 1997 and is qualified in its entirety by reference to such financial statements. 0000909118 ROSEWOOD CARE CENTER OF MOLINE 1000 9-MOS JUN-30-1997 JUL-01-1997 MAR-31-1997 2,414 0 4,764 89 0 7,377 24,899 7,136 33,288 5,457 0 65 0 0 1,890 33,288 22,197 22,774 0 18,374 0 0 1,553 2,847 245 0 0 0 0 2,602 40 0

EX-27.8 9 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at March 31, 1997 for the period ended March 31, 1997 and is qualified in its entirety by reference to such financial statements. 0000909120 SWANSEA REAL ESTATE 1000 9-MOS JUN-30-1997 JUL-01-1997 MAR-31-1997 2,414 0 4,764 89 0 7,377 24,899 7,136 33,288 5,457 0 65 0 0 1,890 33,288 22,197 22,774 0 18,374 0 0 1,553 2,847 245 0 0 0 0 2,602 40 0

EX-27.9 10 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at March 31, 1997 for the period ended March 31, 1997 and is qualified in its entirety by reference to such financial statements. 0000909121 GALESBURG REAL ESTATE 1000 9-MOS JUN-30-1997 JUL-01-1997 MAR-31-1997 2,414 0 4,764 89 0 7,377 24,899 7,136 33,288 5,457 0 65 0 0 1,890 33,288 22,197 22,774 0 18,374 0 0 1,553 2,847 245 0 0 0 0 2,602 40 0

EX-27.10 11 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at March 31, 1997 for the period ended March 31, 1997 and is qualified in its entirety by reference to such financial statements. 0000909122 EAST PEORIA REAL ESTATE 1000 9-MOS JUN-30-1997 JUL-01-1997 MAR-31-1997 2,414 0 4,764 89 0 7,377 24,899 7,136 33,288 5,457 0 65 0 0 1,890 33,288 22,197 22,774 0 18,374 0 0 1,553 2,847 245 0 0 0 0 2,602 40 0

EX-27.11 12 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at March 31, 1997 for the period ended March 31, 1997 and is qualified in its entirety by reference to such financial statements. 0000909123 PEORIA REAL ESTATE 1000 9-MOS JUN-30-1997 JUL-01-1997 MAR-31-1997 2,414 0 4,764 89 0 7,377 24,899 7,136 33,288 5,457 0 65 0 0 1,890 33,288 22,197 22,774 0 18,374 0 0 1,553 2,847 245 0 0 0 0 2,602 40 0

EX-27.12 13 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at March 31, 1997 for the period ended March 31, 1997 and is qualified in its entirety by reference to such financial statements. 0000909124 ALTON REAL ESTATE 1000 9-MOS JUN-30-1997 JUL-01-1997 MAR-31-1997 2,414 0 4,764 89 0 7,377 24,899 7,136 33,288 5,457 0 65 0 0 1,890 33,288 22,197 22,774 0 18,374 0 0 1,553 2,847 245 0 0 0 0 2,602 40 0

EX-27.13 14 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at March 31, 1996 for the period ended March 31, 1997 and is qualified in its entirety by reference to such financial statements. 0000909125 MOLINE REAL ESTATE 1000 9-MOS JUN-30-1997 JUL-01-1997 MAR-31-1997 2,414 0 4,764 89 0 7,377 24,899 7,136 33,288 5,457 0 65 0 0 1,890 33,288 22,197 22,774 0 18,374 0 0 1,553 2,847 245 0 0 0 0 2,602 40 0

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