-----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, CqXIJ4FCJhlEBTiIMdZW869aGSsu+jDxdWSFlqXRuDh6utJLfxVb/9tZq/eapnR1 i5KwzktzLlsOFxDss3p98A== 0000950114-97-000473.txt : 19971114 0000950114-97-000473.hdr.sgml : 19971114 ACCESSION NUMBER: 0000950114-97-000473 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971112 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: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 033-65948 FILM NUMBER: 97714598 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: SEC FILE NUMBER: 033-65948-01 FILM NUMBER: 97714599 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: SEC FILE NUMBER: 033-65948-02 FILM NUMBER: 97714600 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: SEC FILE NUMBER: 033-65948-03 FILM NUMBER: 97714601 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: SEC FILE NUMBER: 033-65948-04 FILM NUMBER: 97714602 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: SEC FILE NUMBER: 033-65948-05 FILM NUMBER: 97714603 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: SEC FILE NUMBER: 033-65948-06 FILM NUMBER: 97714604 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: SEC FILE NUMBER: 033-65948-07 FILM NUMBER: 97714605 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: SEC FILE NUMBER: 033-65948-08 FILM NUMBER: 97714606 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: SEC FILE NUMBER: 033-65948-09 FILM NUMBER: 97714607 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: SEC FILE NUMBER: 033-65948-10 FILM NUMBER: 97714608 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: SEC FILE NUMBER: 033-65948-11 FILM NUMBER: 97714609 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: SEC FILE NUMBER: 033-65948-12 FILM NUMBER: 97714610 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 SEPTEMBER 30, 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 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 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 AND REGISTRANTS' FORM 10-K FILED SEPTEMBER 26, 1996 AND REGISTRANTS' FORM 10-Q FILED NOVEMBER 13, 1996. Index to Exhibits is on Page 33. 1 2 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. 2 3 ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION INDEX PART I FINANCIAL INFORMATION PAGE - ----------------------------- ---- Item 1. Financial Statements 4 Rosewood Care Centers Capital Funding Corporation: Balance Sheet 5 Statement of Operations 6 Statement of Cash Flows 7 Notes to Financial Statement 8 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 9 Combined Statement of Operations 11 Combined Statement of Cash Flows 12 Notes to Combined Financial Statements 13 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 15 PART II OTHER INFORMATION - -------------------------- Item 1. Legal Proceedings 19 Item 2. Changes in Securities 19 Item 3. Defaults Upon Senior Securities 19 Item 4. Submission of Matters to a Vote of Security Holders 19 Item 5. Other Information 19 Item 6. Exhibits and Reports on Form 8-K 19 SIGNATURES 20 - ---------- INDEX TO EXHIBITS 33 - ----------------- 3 4 PART I FINANCIAL INFORMATION --------------------- ITEM 1. FINANCIAL STATEMENTS 4 5 ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION BALANCE SHEET (DOLLARS IN THOUSANDS) (UNAUDITED)
June 30, Sept. 30, ASSETS 1997 1997 ------ -------- -------- Cash $ 1 $ 262 Mortgage notes receivable, Rosewood Companies 27,581 27,201 Accrued interest receivable 167 - ------- ------- $27,749 $27,463 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ First mortgage redeemable bonds $27,581 $27,297 Accrued interest 167 165 Stockholders' equity: Common stock, $1 par value Authorized - 30,000 shares Issued and outstanding - 500 shares, at issue price 1 1 Retained earnings - - ------- ------- $27,749 $27,463 ======= ======= The accompanying notes are an integral part of this financial statement.
5 6 ROSEWOOD CARE CENTER CAPITAL FUNDING CORPORATION STATEMENT OF OPERATIONS (DOLLARS IN THOUSANDS) (UNAUDITED)
Three Months Ended September 30, ------------------- 1996 1997 ---- ---- Interest income $529 $496 Interest expense $529 $496 ---- ---- Net Income $ 0 $ 0 ==== ==== The accompanying notes are an integral part of this financial statement.
6 7 ROSEWOOD CARE CENTER CAPITAL FUNDING CORPORATION STATEMENT OF CASH FLOWS (DOLLARS IN THOUSANDS) (UNAUDITED)
Three Months Ended September 30, ---------------- 1996 1997 ---- ---- Cash flow from operating activities: Net income $ 0 $ 0 Decrease in accrued interest receivable - 167 Increase (decrease) in accrued interest payable (2) (2) ---- ---- Net cash provided by operating activities (2) 165 ---- ---- Cash flow from investing activities: Collections on notes receivable 254 380 ---- ---- Net cash used by investing activities 254 380 ---- ---- Cash flow from financing operations: Reduction of redeemable bonds (252) (284) ---- ---- Net cash provided by financing (252) (284) ---- ---- Net increase (decrease) in cash 0 261 Cash, beginning 262 1 ---- ---- Cash, ending 262 262 ==== ==== Cash paid for interest $529 $496 ==== ==== The accompanying notes are an integral part of this financial statement.
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, 1997, and September 30, 1997, and the results of its operations and its cash flows for the three month periods ended September 30, 1996 and 1997. Such adjustments were of a normal recurring nature. The results of operations for the three months ended September 30, 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)
June 30, Sept. 30, ASSETS 1997 1997 ------ -------- --------- Current assets: Cash $ 2,320 $ 3,304 Accounts receivable - residents, net of allowance for doubtful accounts of $224 and $224 respectively 1,178 1,440 Accounts receivable - third party payor 3,409 2,439 Interest receivable 256 129 Prepaid insurance and other prepaids 43 310 Deferred income tax benefits 75 75 ------- ------- Total current assets 7,281 7,697 ------- ------- Property, plant and equipment: Land 943 943 Site improvements 2,140 2,140 Building 17,830 17,830 Equipment 3,702 3,724 Leasehold improvements 322 327 ------- ------- 24,937 24,964 Less accumulated depreciation 7,370 7,604 ------- ------- 17,567 17,360 ------- ------- Other assets: Notes receivable from Rosewood Care Center Holding Company 7,034 6,692 Amortizable Costs, Net 965 933 ------- ------- 7,999 7,625 ------- ------- $32,847 $32,682 ======= ======= The accompanying notes are an integral part of these financial statements.
9 10 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES COMBINED BALANCE SHEETS (DOLLARS IN THOUSANDS) (UNAUDITED)
June 30, Sept. 30, LIABILITIES AND STOCKHOLDERS' EQUITY 1997 1997 ------------------------------------ -------- --------- Current liabilities: Current portion of long-term debt $ 2,021 $ 1,962 Accounts payable - trade 1,083 1,152 Accrued expenses: Salaries and payroll taxes 470 379 Vacation and employee fringes 244 217 Real estate taxes 510 361 Accrued interest 167 77 Management fees - affiliate 265 426 Income taxes 50 104 Dividends payable 543 789 ------- ------- Total current liabilities 5,353 5,467 ------- ------- Long-term debt: Notes payable - Rosewood Care Center Capital Funding Corporation 27,581 27,201 ------- ------- 27,581 27,201 Less current maturities 2,021 1,962 ------- ------- 25,560 25,239 ------- ------- Stockholders' equity: Common stock 65 65 Paid-in capital 481 481 Retained earnings 1,388 1,430 ------- ------- 1,934 1,976 ------- ------- $32,847 $32,682 ======= ======= The accompanying notes are in integral part of these financial statements.
10 11 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES COMBINED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (DOLLARS IN THOUSANDS) (UNAUDITED)
Three Months Ended Sept. 30, ----------------- 1996 1997 ------ ------ Patient service revenue: Private $4,561 $4,830 Medicare 2,477 2,251 Medicaid 328 374 Other patient revenues, net of expenses 15 66 ------ ------ 7,381 7,521 ------ ------ Operating expenses: Facility expenses: Administrative expense 211 253 Employee fringe benefits 454 473 Dietary 464 473 Nursing 1,728 1,822 Ancillary services 1,251 1,411 Plant utilities and maintenance 319 313 Housekeeping and laundry 228 237 Social services and activities 153 170 ------ ------ 4,808 5,152 ------ ------ Income after facility expenses 2,573 2,369 ------ ------ Nonfacility expenses: Real estate taxes and insurance 145 139 Base management fees 198 198 Illinois Medicaid assessments 99 99 Depreciation and amortization 266 266 ------ ------ 708 702 ------ ------ Income before incentives 1,865 1,667 Incentive management fees (526) (426) Officers' bonuses - - ------ ------ Income from operations 1,339 1,241 ------ ------ Other income (expense): Interest income 188 169 Interest expense (529) (496) ------ ------ (341) (327) ------ ------ Income before income taxes 998 914 Income tax expense (97) (83) ------ ------ Net income 901 831 Retained earnings, beginning 1,288 1,388 Dividends declared (840) (789) ------ ------ Retained earnings, ending $1,349 $1,430 ====== ====== The accompanying notes are an integral part of these financial statements.
11 12 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES COMBINED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS) (UNAUDITED)
Three Months Ended September 30, ------------------- Cash flow from operating activities: 1996 1997 ------- ------ Net income $ 901 $ 831 Adjustments: Depreciation 233 234 Amortization 32 32 Decrease (increase) in: Accounts receivable - residents (428) (262) Accounts receivable - third party payors (510) 970 Other receivables and prepaids 154 (140) Increase (decrease) in: Accounts payable - trade (407) 69 Accrued salaries, taxes and fringes 180 (118) Accrued real estate taxes (114) (149) Accrued management fees 62 161 Other payables and accruals 30 (37) ------- ------ Net cash provided by operating activities 133 1,591 ------- ------ Cash flow from investing activities: Purchase of property and equipment (27) (26) Loans and deposits with affiliate (385) 342 ------- ------ Net cash (used) by investing activities (412) 316 ------- ------ Cash flow from financing activities: Reduction of long-term debt (253) (380) Dividends paid (614) (543) ------- ------ Net cash (used) by financing activities (867) (923) ------- ------ Net increase (decrease) in cash (1,146) 984 Cash, beginning 2,237 2,320 ------- ------ Cash, ending $ 1,091 $3,304 ======= ====== Cash paid for: Interest $ 529 $ 586 ======= ====== Income taxes $ 88 $ 50 ======= ====== The accompanying notes are an integral part of these financial statements.
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, 1997 and September 30, 1997 and the results of their operations and their cash flows for the three month periods ended September 30, 1996 and 1997. Such adjustments were of a normal recurring nature. The results of operations for the three month periods ended September 30, 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 of 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 long-term debt, on the interest method. 4. Dividends --------- Dividends in the amount of $ 789,200 were declared during the three months ended September 30, 1997. 14 15 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED WITH THREE MONTHS ENDED SEPTEMBER 30, 1996 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 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 September 30, 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. Operating Results ----------------- NET REVENUES. Net revenues increased to $7,521,000 for the three months ended September 30, 1997, from $7,381,000 for the same period in 1996, an increase of $140,000 or 1.9%. Private pay revenue increased $269,000 from $4,561,000 for the three months ended September 30, 1996, to $4,830,000 for the three months ended September 30, 1997. Revenue generated from ancillary services for private paying patients increased $113,000, while revenue from room charges increased $156,000 when compared to the same period last year. Private census has decreased from 42,484 patient days for 1996 to 40,022 patient days for the current three months ended September 30, 1997. The average room rate for the three months ended September 30, 1997 has increased to $114 per day compared to $104 per day for the three months ended September 30, 1996. Medicare revenues decreased from $2,477,000 for the three months ended September 30, 1996, to $2,251,000 for the three months ended September 30, 1997, a decrease of $226,000 or 9.1%. The Medicare census has decreased from 10,333 patient days for the three months ended September 30, 1996, to 8,616 patient days for the three months ended September 30, 1997. Medicaid revenue has increased from $328,000 for the three months ended September 30, 1996, to $374,000 for the three months ended September 30, 1997. The increase is the result of an increase in patient census from 5,070 patient days for the three months ended September 30, 1996, compared to 5,491 patient days for the three months ended September 30, 1997. The occupancy of the facilities remains strong with an occupancy rate of 86.3% of available beds for the current three months ended September 30, 1997, compared to an occupancy rate of 91.1% of available beds for the three months ended September 30, 1996. 15 16 FACILITY OPERATING EXPENSES. Facility operating expenses increased to $5,152,000 for the three months ended September 30, 1997 (or $95.17 per patient day) from $4,808,000 (or $83.06 per patient day for the three months ended September 30, 1996, an increase of $344,000 (or $12.11 per patient day). Administrative expenses increased $42,000 or 19.9%, from $211,000 for the three months ended September 30, 1996, to $253,000 for the three months ended September 30, 1997. After adjusting for inflation, the majority of the increase can be accounted for by the increase in postage, employment ads, professional fees, and dues and subscriptions. The cost per patient day aggregates $4.67 per patient day for the current three month period, compared to $3.65 per patient day for the three months ended September 30, 1996. Employee fringe benefits increased $19,000 when compared to the same period last year. The cost per patient day increased from $7.84 for the three months ended September 30, 1996, to $8.74 for the period ended September 30, 1997. The majority of the increase can be accounted for by the increase in payroll taxes for the current period. Dietary expense increased only $9,000 when compared to the same period last year. Labor costs remained relatively constant between periods. The largest percentage increase was due to an increase in the cost of raw food purchases for preparation of patient meals, increasing from $4.02 per patient day for the three months ended September 30, 1996 to $4.27 per patient day for the three months ended September 30, 1997. Plant utilities and maintenance decreased from $319,000 for the three months ended September 30, 1996, to $313,000 for the three months ended September 30, 1997. The majority of the decrease can be accounted for by the decrease in the cost of repairs. Housekeeping, and Laundry increased from $228,000 for the three months ended September 30, 1996, to $237,000 for the three months ended September 30, 1997. The majority of the increase of $9,000 or 3.9%, is a result of the increased labor costs of these departments. Nursing service increased $94,000 or 5.4% when compared to the same period last year. Nursing payroll has remained stable when compared to the same period last year despite the decrease in census. The number of employees has not changed since, in management's opinion, the shift in census is only temporary. Thus, staffing patterns have not changed when compared to the same period last year. The majority of the increase can be accounted for by the increase in medical supplies utilization due to a change in the acuity level of the patients to whom services were provided for the three months ended September 30, 1997, compared to the same period last year. 16 17 Social Services and Activities increased from $153,000 for the three months ended September 30, 1996, to $170,000 for the three months ended September 30, 1997. The increase can be accounted for by staffing increases in the Social Services department. Ancillary services costs (comprised of physical therapy, occupational therapy, speech therapy, drugs and medical supplies) increased $160,000 from $1,251,000 for the three months ended September 30, 1996, to $1,411,000 for the three months ended September 30, 1997. The increases in cost are the result of the continued increase in therapy utilization by the residents of the facilities. NONFACILITY EXPENSE. Real estate taxes and insurance decreased slightly from $145,000 for the three months ended September 30, 1996, to $139,000 for the three months ended September 30, 1997. Depreciation and amortization are unchanged from the same period last year. INCENTIVE FEES. Incentive management fees decreased $100,000 when compared to the same period last year as a result of the decrease in the income from operations of the nursing facilities. OTHER INCOME AND EXPENSE. Interest Income decreased $19,000 when compared to the same period last year as a result of the decrease in the notes receivable outstanding with the affiliated company Rosewood Care Center Holding Co. Interest Expense decreased $33,000 compared to the same period last year. The decrease is the result of the decrease in long term debt of the facilities. INCOME TAXES. Income taxes decreased $14,000 when compared to the same period last year. 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 three months ended September 30, 1997, and September 30, 1996, on an annualized basis. Liquidity and Capital Resources ------------------------------- As of September 30, 1997, the Companies had approximately $3,304,000 in cash and cash equivalents and net working capital of approximately $2,230,000. There was a net increase in cash of $984,000 since June 30, 1997. For the three months ended September 30, 1997, net cash provided by operations was $1,591,000. Net cash from investing activities was $316,000, of which $342,000 was received from Rosewood Care Center Holding Co. and $26,000 was used by the Companies for the purchase of personal property and equipment. Net cash used in financing activities aggregated $923,000, of which $380,000 was used to retire debt and $543,000 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 $1,440,000 as of September 30, 1997, compared to $1,178,000 as of June 30, 1997. These accounts receivable increased significantly due to delayed billing and collection procedures at four (4) of the facilities. Accounts receivable from the third party payors decreased 17 18 from $3,409,000 as of June 30, 1997 to $2,439,000 as of September 30, 1997. Of this amount, $812,064 is due from Medicare for unsettled cost reports through September 30, 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 payors. 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. 18 19 Part II OTHER INFORMATION - -------------------------- ITEM 1. LEGAL PROCEEDINGS. There were no material developments with respect to legal proceedings during the quarter ended September 30, 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. In the last fiscal year, a related company, Rosewood Therapy Services, Inc. began providing therapy services to the facilities owned and operated by the Companies. Therapy services are provided to the facilities at prevailing market rates, on the same terms and conditions as would be entered into with unrelated therapy companies. During the 1997 fiscal year, the Companies' paid $3,016,000 to unrelated companies for physical and occupational therapy services and an additional $236,000 for speech therapy services. Amounts paid by the Companies to Rosewood Therapy Services during the 1997 fiscal year were negligible. During the first quarter of the 1998 fiscal year, the Companies' paid $530,344 to unrelated companies for physical, occupational therapy services and speech therapy services. Amounts paid by the Companies to Rosewood Therapy Services during the first quarter of the 1998 fiscal year, aggregated $532,529. The Companies intend to obtain most therapy services from Rosewood Therapy Services for the 1998 fiscal year. The construction of the 60 bed expansion wing at the Alton Rosewood Care Center was nearing completion at September 30, the end of the first fiscal quarter. Before the expansion wing can open, certain architectural and state inspections must be performed and a license and a certificate of occupancy must be obtained from the appropriate state and local authorities. The Companies expect to obtain these items in the ordinary course, although the schedule of the inspecting and licensing authorities is not within the control of the Companies. The construction of the 60 bed expansion wing at the Galesburg Rosewood Care Center continues on schedule as of the end of the first quarter. Opening of the Galesburg facility expansion wing is projected for the second half of fiscal 1998. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) See Index to Exhibits on Page 33. (b) Reports on Form 8-K. None. 19 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: November 12, 1997 By: /s/ Larry D. Vander Maten ------------------------------------- Larry D. Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 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 CENTER, INC. OF SWANSEA, Registrant Dated: November 12, 1997 By: /s/ Larry D. Vander Maten ------------------------------------- Larry D. 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 GALESBURG, Registrant Dated: November 12, 1997 By: /s/ Larry D. Vander Maten ------------------------------------- Larry D. 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 PEORIA, Registrant Dated: November 12, 1997 By: /s/ Larry D. Vander Maten ------------------------------------- Larry D. 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 EAST PEORIA, Registrant Dated: November 12, 1997 By: /s/ Larry D. Vander Maten ------------------------------------- Larry D. 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 ALTON, Registrant Dated: November 12, 1997 By: /s/ Larry D. Vander Maten ------------------------------------- Larry D. 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 MOLINE, Registrant Dated: November 12, 1997 By: /s/ Larry D. Vander Maten ----------------------------------- Larry D. 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. SWANSEA REAL ESTATE, INC., Registrant Dated: November 12, 1997 By: /s/ Larry D. Vander Maten ------------------------------------- Larry D. 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. GALESBURG REAL ESTATE, INC., Registrant Dated: November 12, 1997 By: /s/ Larry D. Vander Maten ------------------------------------- Larry D. Vander Maten President and Director (Principal 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. PEORIA REAL ESTATE, INC., Registrant Dated: November 12, 1997 By: /s/ Larry D. Vander Maten ------------------------------------- Larry D. 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. EAST PEORIA REAL ESTATE, INC., Registrant Dated: November 12, 1997 By: /s/ Larry D. Vander Maten ------------------------------------- Larry D. 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. ALTON REAL ESTATE, INC., Registrant Dated: November 12, 1997 By: /s/ Larry D. Vander Maten ------------------------------------- Larry D. 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. MOLINE REAL ESTATE, INC., Registrant Dated: November 12, 1997 By: /s/ Larry D. Vander Maten ------------------------------------- Larry D. Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 32 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. 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. 33 34 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. 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. 34 35 10.19 Consultant Services Agreement between Rosewood Therapy Services, Inc. and Rosewood Care Center, Inc. of Alton(Additional Consultant Services Agreements listed on the Schedule). 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. 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. 35 36 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. 99.17 Reference is made to the Skilled Nursing Facility Agreement between Health Care Service Corporation and Rosewood Care Center, et al filed on June 30, 1996 as Exhibit 99.17 of the Form 10-K of Registrants. 36 37 SCHEDULE THE FOLLOWING DOCUMENTS ARE SUBSTANTIALLY IDENTICAL TO THE DOCUMENT FILED AS THE CORRESPONDING EXHIBIT IN THIS 10-Q. 10.19 Consultant Services Agreement between Rosewood Therapy Services, Inc. and Rosewood Care Center, Inc. of Swansea Consultant Services Agreement between Rosewood Therapy Services, Inc. and Rosewood Care Center, Inc. of Moline Consultant Services Agreement between Rosewood Therapy Services, Inc. and Rosewood Care Center, Inc. of Galesburg 37 EX-10.19 2 CONSULTANT SERVICES AGREEMENT 1 EXHIBIT 10.19 38 2 EXHIBIT 10.19 CONSULTANT SERVICES AGREEMENT BETWEEN ROSEWOOD THERAPY SERVICES, INC. AND ROSEWOOD CARE CENTER, INC. OF ALTON THIS CONSULTANT SERVICES AGREEMENT is made and entered into this 1st day of September, 1997, by and between ROSEWOOD THERAPY SERVICES, INC. ("RTS") and ROSEWOOD CARE CENTER, INC. OF ALTON ("Rosewood"). W I T N E S S E T H - - - - - - - - - - WHEREAS, Rosewood is a skilled nursing facility that provides comprehensive rehabilitation and long term care services to persons needing such services, including where medically indicated physical, occupational and speech therapy Services (collectively "the Services"); WHEREAS, RTS employs and/or contracts with persons possessing the requisite licenses, education and training to provide the Services to patients of Rosewood, and WHEREAS, Rosewood and RTS desire to enter into this Agreement for RTS to provide the Services to residents of Rosewood according to the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the mutual covenants and conditions herein set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby expressly acknowledged, the parties covenant and agree as follows: 1. SERVICES OF RTS. RTS shall provide the Services set forth in --------------- Exhibits A and B, copies of which is attached hereto and incorporated herein by reference, with the same care and attention that is customarily provided by RTS to all RTS's patients. RTS shall provide the Services in accordance with all applicable clinical, legal and ethical standards and within the standards of practice for quality care generally recognized within the community in which the Services are provided. 2. NO DISCRIMINATION. RTS shall provide the Services without ----------------- differentiation or discrimination because of race, color, sex, national origin, religion, political affiliation, age, disability or method of payment. 3. REIMBURSEMENT FOR SERVICES. Rosewood shall compensate RTS for -------------------------- the Services provided under this Agreement as set forth on Exhibits A and B. 4. RECORDS RETENTION. RTS shall keep and maintain at the Rosewood ----------------- facility such records of the Services rendered by RTS under this Agreement as may be required by federal, state or local governmental agencies or by Rosewood or its auditors. Pursuant to Section 1395x(V)(1)(1) of Title 42 of the United States Code, with respect to any Services furnished under the terms of the Agreement, the value or cost of which is ten thousand dollars ($10,000.00) or more over a twelve (12) month period, until the expiration of four (4) Year(s) after the termination of this Agreement, RTS shall make available, upon written request of the Secretary of the United Sates Department of Health and Human Services, or upon request of the Comptroller General of the United States General Accounting Office, or any of their duly authorized representatives, a copy of this Agreement and such books, documents and records as are necessary to 39 3 certify the nature and extent of the costs of the Services provided by RTS under this Agreement. 5. RELATIONSHIP OF PARTIES. The relationship between Rosewood and ----------------------- RTS is solely that of two independent parties contracting with each other at arm's length for the purpose of effectuating the provisions of this Agreement. None of the provisions of this Agreement are intended to create, nor shall be deemed or construed to create, any other relationship; neither party, nor their respective agents, employees or representative shall be deemed the agent, employee or representative of the other (except as expressly provided herein), and no joint venture or partnership shall result from this Agreement. Each party shall be solely responsible for and shall comply with all state and federal laws pertaining to employment taxes, income withholding, unemployment compensation contributions and other employmentrelated statutes applicable to that party. 6. INSURANCE. Each party shall, at such party's sole cost and --------- expense, maintain general and professional liability insurance in such amounts as are necessary to insure the other party and such other party's agents, servants and employees, against any claim for damages arising from or as a result of the performance by the insuring party or the failure of the insuring party to perform any of its obligations under this Agreement. 7. TERM OF AGREEMENT. This Agreement shall become effective on ----------------- September 15, 1997, and terminate on June 30, 1998, unless terminated as set forth in Section 8. 8. TERMINATION. Either party may terminate this Agreement with or ----------- without cause at any time. Upon such termination, no party shall have any further obligations hereunder, except for obligations accruing prior to the date of termination. 9. GOVERNING LAW. This Agreement shall be governed by and construed ------------- in accordance with the laws of the State of Illinois. 10. AMENDMENTS. This Agreement may be amended or modified only by a ---------- writing signed by both parties. 11. SEVERABILITY. This Agreement shall be construed to be in ------------ accordance with federal and state statutes and Medicare, Medicaid and intermediary carrier rules, regulations, principles and interpretations regarding reimbursement and rates charged to patients. If any provision of this Agreement, or any portion thereof, is found to be invalid, illegal or unenforceable, under any applicable statute or rule of law, then such provision or portion thereof shall be deemed omitted, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 12. NO OBLIGATION TO THIRD PARTIES. None of the obligations and ------------------------------ duties of Rosewood or RTS under this Agreement shall in any or in any manner be deemed to create any obligation of Rosewood or RTS to, or any rights in, any person or entity not a party to this Agreement. 40 4 IN WITNESS WHEREOF, The undersigned have executed or caused this Agreement to be executed on the day and year first written above, ROSEWOOD THERAPY ROSEWOOD CARE CENTER, INC. OF SERVICES, INC. ALTON BY: /s/ LARRY VANDER MATEN BY: /s/ LARRY VANDER MATEN --------------------------- ---------------------------- Larry Vander Maten Larry Vander Maten President President 41 5 EXHIBIT A --------- FEE SCHEDULE ------------ PHYSICAL THERAPY, OCCUPATIONAL THERAPY -------------------------------------- AND SPEECH THERAPY SERVICES --------------------------- Rosewood agrees to pay for services performed on one or more of the following basis, as determined by agreement of the parties. Charges will Be based on rates as set forth below: PLEASE NOTE THAT THIS SCHEDULE COVERS ONLY PATIENTS WITH MEDICARE PART "A" AND "B" COVERAGE FOR REHABILITATIVE THERAPY SERVICES. 1. PHYSICAL THERAPY SERVICES Service commencement date: September 15, ------------------------- 1997 Compensation: Charges for physical therapy services shall not exceed the Medicare Salary Equivalency Rate. Services over fifteen (15) hours per Week (780 hours per year) at the Medicare Salary Equivalency Rate* of
Hourly Rate First Hour First Hour ----------- ---------- ---------- Travel Allowance Travel Expense ---------------- -------------- Licensed Physical Therapist: $39.10 $19.55 $3.00 ------ ------ ----- Physical Therapy Assistant: $29.33 $14.66 $3.00 ------ ------ ----- Physical Therapy Aide: The prevailing Physical Rehab Aide rate multiplied by 1.618. Beginning date of fiscal year: JULY 1 ------
2. OCCUPATIONAL THERAPY SERVICES Service commencement date: September ----------------------------- --------- 15, 1997 -------- Compensation at rate of $60 per hour for an Occupational Therapist --- Compensation at rate of $30 per hour for an Occupational Therapist --- Assistant 3. SPEECH THERAPY AND AUDIOLOGY Service commencement date: September ---------------------------- --------- 15, 1997 -------- Compensation at rate of $60 per hour for a Speech Language --- Pathologist Rehab Coordinator's time shall be billed at their actual paid rate for the hours worked multiplied by 1.618. *Medicare Salary Equivalency Rate(s) will be increased according to Health Care Financing Administration guidelines at the beginning of each new fiscal year of the facility and at such other times as may be allowed by Medicare regulations. All other charges set forth above may be changed by RTS at any time upon not less than thirty (30) days notice to Rosewood. If Rosewood objects to such increase and RTS and Rosewood cannot otherwise reach an agreement, notification of such increase shall constitute "cause" for purposes of Paragraph 8 of the Agreement. Rosewood Care Center, Inc. of Alton Rosewood Therapy Services, Inc. By: /s/ Larry Vander Maten By: /s/ Larry Vander Maten --------------------------------- ---------------------------- Title: President Title: President ------------------------------ ------------------------- Date: 9-1-97 Date: 9-1-97 ------------------------------- ------------------------- 42 EX-27.1 3 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Financial Statements at September 30, 1997 for the period ended September 30, 1997 and is qualified in its entirety by reference to such financial statements. 0000909110 ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION 1000 3-MOS JUN-30-1998 JUL-01-1997 SEP-30-1997 262 0 27,201 0 0 262 0 0 27,463 165 27,297 1 0 0 0 27,463 0 0 0 0 0 0 496 0 0 0 0 0 0 0 0 0
EX-27.2 4 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at September 30, 1997 for the period ended September 30, 1997 and is qualified in its entirety by reference to such financial statements. 0000909114 ROSEWOOD CARE CENTER OF GALESBURG 1000 3-MOS JUN-30-1998 JUL-01-1997 SEP-30-1997 3,304 0 4,103 224 0 7,697 24,964 7,604 32,682 5,467 0 65 0 0 1,911 32,682 7,455 7,690 0 6,280 0 0 496 914 83 0 0 0 0 831 13 0
EX-27.3 5 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at September 30, 1997 for the period ended September 30, 1997 and is qualified in its entirety by reference to such financial statements. 0000909113 ROSEWOOD CARE CENTER OF SWANSEA 1000 3-MOS JUN-30-1998 JUL-01-1997 SEP-30-1997 3,304 0 4,103 224 0 7,697 24,964 7,604 32,682 5,467 0 65 0 0 1,911 32,682 7,455 7,690 0 6,280 0 0 496 914 83 0 0 0 0 831 13 0
EX-27.4 6 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at September 30, 1997 for the period ended September 30, 1997 and is qualified in its entirety by reference to such financial statements. 0000909115 ROSEWOOD CARE CENTER OF EAST PEORIA 1000 3-MOS JUN-30-1998 JUL-01-1997 SEP-30-1997 3,304 0 4,103 224 0 7,697 24,964 7,604 32,682 5,467 0 65 0 0 1,911 32,682 7,455 7,690 0 6,280 0 0 496 914 83 0 0 0 0 831 13 0
EX-27.5 7 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at September 30, 1997 for the period ended September 30, 1997 and is qualified in its entirety by reference to such financial statements. 0000909116 ROSEWOOD CARE CENTER OF PEORIA 1000 3-MOS JUN-30-1998 JUL-01-1997 SEP-30-1997 3,304 0 4,103 224 0 7,697 24,964 7,604 32,682 5,467 0 65 0 0 1,911 32,682 7,455 7,690 0 6,280 0 0 496 914 83 0 0 0 0 831 13 0
EX-27.6 8 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at September 30, 1997 for the period ended September 30, 1997 and is qualified in its entirety by reference to such financial statements. 0000909117 ROSEWOOD CARE CENTER OF ALTON 1000 3-MOS JUN-30-1998 JUL-01-1997 SEP-30-1997 3,304 0 4,103 224 0 7,697 24,964 7,604 32,682 5,467 0 65 0 0 1,911 32,682 7,455 7,690 0 6,280 0 0 496 914 83 0 0 0 0 831 13 0
EX-27.7 9 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at September 30, 1997 for the period ended September 30, 1997 and is qualified in its entirety by reference to such financial statements. 0000909118 ROSEWOOD CARE CENTER OF MOLINE 1000 3-MOS JUN-30-1998 JUL-01-1997 SEP-30-1997 3,304 0 4,103 224 0 7,697 24,964 7,604 32,682 5,467 0 65 0 0 1,911 32,682 7,455 7,690 0 6,280 0 0 496 914 83 0 0 0 0 831 13 0
EX-27.8 10 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at September 30, 1997 for the period ended September 30, 1997 and is qualified in its entirety by reference to such financial statements. 0000909120 SWANSEA REAL ESTATE 1000 3-MOS JUN-30-1998 JUL-01-1997 SEP-30-1997 3,304 0 4,103 224 0 7,697 24,964 7,604 32,682 5,467 0 65 0 0 1,911 32,682 7,455 7,690 0 6,280 0 0 496 914 83 0 0 0 0 831 13 0
EX-27.9 11 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at September 30, 1997 for the period ended September 30, 1997 and is qualified in its entirety by reference to such financial statements. 0000909121 GALESBURG REAL ESTATE 1000 3-MOS JUN-30-1998 JUL-01-1997 SEP-30-1997 3,304 0 4,103 224 0 7,697 24,964 7,604 32,682 5,467 0 65 0 0 1,911 32,682 7,455 7,690 0 6,280 0 0 496 914 83 0 0 0 0 831 13 0
EX-27.10 12 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at September 30, 1997 for the period ended September 30, 1997 and is qualified in its entirety by reference to such financial statements. 0000909122 EAST PEORIA REAL ESTATE 1000 3-MOS JUN-30-1998 JUL-01-1997 SEP-30-1997 3,304 0 4,103 224 0 7,697 24,964 7,604 32,682 5,467 0 65 0 0 1,911 32,682 7,455 7,690 0 6,280 0 0 496 914 83 0 0 0 0 831 13 0
EX-27.11 13 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at September 30, 1997 for the period ended September 30, 1997 and is qualified in its entirety by reference to such financial statements. 0000909123 PEORIA REAL ESTATE 1000 3-MOS JUN-30-1998 JUL-01-1997 SEP-30-1997 3,304 0 4,103 224 0 7,697 24,964 7,604 32,682 5,467 0 65 0 0 1,911 32,682 7,455 7,690 0 6,280 0 0 496 914 83 0 0 0 0 831 13 0
EX-27.12 14 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at September 30, 1997 for the period ended September 30, 1997 and is qualified in its entirety by reference to such financial statements. 0000909124 ALTON REAL ESTATE 1000 3-MOS JUN-30-1998 JUL-01-1997 SEP-30-1997 3,304 0 4,103 224 0 7,697 24,964 7,604 32,682 5,467 0 65 0 0 1,911 32,682 7,455 7,690 0 6,280 0 0 496 914 83 0 0 0 0 831 13 0
EX-27.13 15 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at September 30, 1997 for the period ended September 30, 1997 and is qualified in its entirety by reference to such financial statements. 0000909125 MOLINE REAL ESTATE 1000 3-MOS JUN-30-1998 JUL-01-1997 SEP-30-1997 3,304 0 4,103 224 0 7,697 24,964 7,604 32,682 5,467 0 65 0 0 1,911 32,682 7,455 7,690 0 6,280 0 0 496 914 83 0 0 0 0 831 13 0
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