-----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, KwHxPnc5nzE0wJ74onQkFU0VCNsvqfU6Bpl3gIv3SH8L6670Xvr+vaF1HnnM/ucS Sms5zR2uTuO1XjVUFJ2PkQ== 0000950114-98-000036.txt : 19980212 0000950114-98-000036.hdr.sgml : 19980212 ACCESSION NUMBER: 0000950114-98-000036 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980211 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: 98532649 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: 98532650 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: 98532651 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: 98532652 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: 98532653 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: 98532654 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: 98532655 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: 98532656 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: 98532657 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: 98532658 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: 98532659 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: 98532660 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: 98532661 BUSINESS ADDRESS: STREET 1: 11701 BORMAN DRIVE STREET 2: STE 315 CITY: ST LOUIS STATE: MO ZIP: 63146 BUSINESS PHONE: 3149949070 MAIL ADDRESS: STREET 1: 11701 BORMAN DRIVE STREET 2: SUTIE 315 CITY: ST LOUIS STATE: MO ZIP: 63146 10-Q 1 ROSEWOOD CARE CENTERS CAPITAL FUNDING CORP. FORM 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 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, Registrants' Form 10-K filed September 26, 1996, Registrants' Form 10-Q filed November 13, 1996 and Registrants' Form 10-Q filed November 12, 1997. Index to Exhibits is on Page 36. 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 4 Statement of Operations 5 Statement of Cash Flows 6 Notes to Financial Statement 7 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 8 Combined Statement of Operations 10 Combined Statement of Cash Flows 11 Notes to Combined Financial Statements 12 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 14 Part II Other Information - -------------------------- Item 1. Legal Proceedings 20 Item 2. Changes in Securities 20 Item 3. Defaults Upon Senior Securities 20 Item 4. Submission of Matters to a Vote of Security Holders 20 Item 5. Other Information 20 Item 6. Exhibits and Reports on Form 8-K 22 Index to Exhibits 36 - ----------------- Signatures 23 - ----------
3 4 Part I Financial Information --------------------- Item 1. Financial Statements ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION BALANCE SHEET (DOLLARS IN THOUSANDS) (UNAUDITED)
June 30, December 31, ASSETS 1997 1997 ------- -------- ------------ Cash $ 1 $ 262 Mortgage notes receivable, Rosewood Companies 27,581 26,186 Accrued interest receivable 167 -- ------- ------- $27,749 $26,448 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ First mortgage redeemable bonds $27,581 $26,288 Accrued interest 167 159 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 $26,448 ======= ======= The accompanying notes are an integral part of this financial statement.
4 5 ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION STATEMENT OF OPERATIONS (DOLLARS IN THOUSANDS) (UNAUDITED)
Three Months Six Months Ended Ended December 31, December 31, ------------------- ------------------- 1996 1997 1996 1997 ------- ------- ------- ------- Interest Income $520 $487 $1,071 $983 Interest expense 520 487 $1,071 $983 ---- ---- ------ ---- Net Income $ 0 $ 0 $ 0 $ 0 ==== ==== ====== ==== The accompanying notes are an integral part of this financial statement.
5 6 ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION STATEMENT OF CASH FLOWS (DOLLARS IN THOUSANDS) (UNAUDITED)
Three Months Six Months Ended Ended December 31, December 31, ------------------ ------------------ 1996 1997 1996 1997 ------- ------- ------- ------- Cash flow from operating activities: Net income $ 0 $ 0 $ 0 $ 0 Decrease in accrued interest receivable -- (6) 0 167 ----- ------- ------- ------- Increase (decrease) in accrued interest (6) (6) (8) (8) ----- ------- ------- ------- Net cash provided by operating activities (6) (6) (8) 159 ----- ------- ------- ------- Cash flow from investing activities: Collections on notes receivable 982 1,015 1,236 1,395 ----- ------- ------- ------- Net cash used by investing activities 982 1,015 1,236 1,395 ----- ------- ------- ------- Cash flow from financing operations: Reduction of redeemable bonds (976) (1,009) (1,228) (1,293) ----- ------- ------- ------- Net cash provided by financing (976) (1,009) (1,228) (1,293) ----- ------- ------- ------- Net increase (decrease) in cash 0 0 0 261 Cash, beginning 262 262 262 1 ----- ------- ------- ------- Cash, ending 262 262 262 262 ===== ======= ======= ======= Cash paid for interest $ 520 $ 487 $ 1,071 $ 983 ===== ======= ======= ======= The accompanying notes are an integral part of this financial statement.
6 7 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 December 31, 1997, and the results of its operations and its cash flows for the three month and the six month periods ended December 31, 1996 and 1997. Such adjustments were of a normal recurring nature. The results of operations for the six months ended December 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, $260,000 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. 7 8 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES COMBINED BALANCE SHEETS (DOLLARS IN THOUSANDS) (UNAUDITED)
June 30, December 31, ASSETS 1997 1997 ------ -------- ------------ Current assets: Cash $ 2,320 $ 2,662 Accounts receivable - residents, net of allowance for doubtful accounts of $224 and $181, respectively 1,178 1,466 Accounts receivable - third party payor 3,409 2,531 Due from affiliates -0- 267 Interest receivable 256 252 Prepaid insurance and other prepaids 43 223 Deferred income tax benefits 75 75 ------- ------- Total current assets 7,281 7,476 ------- ------- Property, plant and equipment: Land 943 943 Site improvements 2,140 2,140 Building 17,830 17,830 Equipment 3,702 3,748 Leasehold improvements 322 338 ------- ------- 24,937 24,999 Less accumulated depreciation 7,370 7,838 ------- ------- 17,567 17,161 ------- ------- Other assets: Notes receivable from Rosewood Care Center Holding Company 7,034 6,217 Amortizable Costs, Net 965 901 ------- ------- 7,999 7,118 ------- ------- $32,847 $31,755 ======= ======= The accompanying notes are an integral part of these financial statements.
8 9 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES COMBINED BALANCE SHEETS (DOLLARS IN THOUSANDS) (UNAUDITED)
June 30, December 31, LIABILITIES AND STOCKHOLDERS' EQUITY 1997 1997 ------------------------------------ -------- ------------ Current liabilities: Current portion of long-term debt $ 2,021 $ 1,998 Accounts payable - trade 1,083 976 Accrued expenses: Salaries and payroll taxes 470 562 Vacation and employee fringes 244 223 Real estate taxes 510 451 Accrued interes 167 -0- Management fees - affiliate 265 471 Income taxes 50 95 Dividends payable 543 823 ------- ------- Total current liabilities 5,353 5,599 ------- ------- Long-term debt: Notes payable - Rosewood Care Center Capital Funding Corporation 27,581 26,186 ------- ------- 27,581 26,186 Less current maturities 2,021 1,998 ------- ------- 25,560 24,188 ------- ------- Stockholders' equity: Common stock 65 65 Paid-in capital 481 481 Retained earnings 1,388 1,422 ------- ------- 1,934 1,968 ------- ------- $32,847 $31,755 ======= ======= The accompanying notes are an integral part of these financial statements.
9 10 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES COMBINED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (DOLLARS IN THOUSANDS) (UNAUDITED)
Three Months Six Months Ended Ended December 31, December 31, ------------------ ------------------ 1996 1997 1996 1997 ------ ------ ------- ------- Patient service revenue: Private $4,527 $4,824 $ 9,088 $ 9,654 Medicare 2,500 2,444 4,977 4,695 Medicaid 358 376 686 750 Other patient revenues, net of expenses 31 78 46 144 ------ ------ ------- ------- 7,416 7,722 14,797 15,243 ------ ------ ------- ------- Operating expenses: Facility expenses: Administrative expense 254 270 465 523 Employee fringe benefits 466 510 920 983 Dietary 493 506 957 979 Nursing 1,808 1,890 3,536 3,712 Ancillary services 1,278 1,443 2,529 2,854 Plant utilities and maintenance 284 284 603 597 Housekeeping and laundry 236 254 464 491 Social services and activities 171 188 324 358 ------ ------ ------- ------- 4,990 5,345 9,798 10,497 ------ ------ ------- ------- Income after facility expenses 2,426 2,377 4,999 4,746 ------ ------ ------- ------- Nonfacility expenses: Real estate taxes 139 139 284 278 Base management fees 198 198 396 396 Illinois Medicaid assessments 98 98 197 197 Depreciation and amortization 268 266 534 532 ------ ------ ------- ------- 703 701 1,411 1,403 ------ ------ ------- ------- Income before incentives 1,723 1,676 3,588 3,343 Incentive management fees (491) (471) (1,017) (897) Officers' bonuses -- -- -- -- ------ ------ ------- ------- Income from operations 1,232 1,205 2,571 2,446 ------ ------ ------- ------- Other income (expense): Interest income 170 168 358 337 Interest expense (520) (487) (1,049) (983) ------ ------ ------- ------- (350) (319) (691) (646) ------ ------ ------- ------- Income before income taxes 882 886 1,880 1,800 Income tax expense (63) (71) (160) (154) ------ ------ ------- ------- Net income 819 815 1,720 1,646 Retained earnings, beginning 1,349 1,430 1,288 1,388 Dividends declared (819) (823) (1,659) (1,612) ------ ------ ------- ------- Retained earnings, ending $1,349 $1,422 $ 1,349 $ 1,422 ====== ====== ======= ======= The accompanying notes are an integral part of these financial statements.
10 11 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES COMBINED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS) (UNAUDITED)
Three Months Six Months Ended Ended December 31, December 31, ------------------- -------------------- Cash flow from operating activities: 1996 1997 1996 1997 ------- ------- ------- ------- Net income $ 819 $ 815 $ 1,720 $ 1,646 Adjustments: Depreciation 236 234 469 468 Amortization 33 32 65 64 Decrease (increase) in: Accounts receivable - residents 254 (26) (174) (288) Accounts receivable - third party payors 61 (92) (449) 878 Other receivables and prepaids (155) (303) (1) (443) Increase (decrease) in: Accounts payable - trade 39 (176) (368) (107) Accrued salaries, taxes and fringes (146) 189 34 71 Accrued real estate taxes 91 90 (23) (59) Accrued management fees (34) 45 28 206 Other payables and accruals (24) (85) 6 (122) ------- ------- ------- ------- Net cash provided by operating activities 1,174 723 1,307 2,314 ------- ------- ------- ------- Cash flow from investing activities: Purchase of property and equipment (51) (36) (78) (62) Loans and deposits with affiliate 1,404 475 1,019 817 ------- ------- ------- ------- Net cash (used) by investing activities 1,353 439 941 755 ------- ------- ------- ------- Cash flow from financing activities: Reduction of long-term debt (982) (1,015) (1,235) (1,395) Dividends paid (840) (789) (1,454) (1,332) ------- ------- ------- ------- Net cash (used) by financing activities (1,822) (1,804) (2,689) (2,727) ------- ------- ------- ------- Net increase (decrease) in cash 705 (642) (441) 342 Cash, beginning 1,091 3,304 2,237 2,320 ------- ------- ------- ------- Cash, ending $ 1,796 $ 2,662 $ 1,796 $ 2,662 ======= ======= ======= ======= Cash paid for: Interest $ 520 $ 564 $ 1,049 $ 1,150 ======= ======= ======= ======= Income taxes $ 118 $ 104 $ 206 $ 154 ======= ======= ======= ======= The accompanying notes are an integral part of these financial statements.
11 12 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 December 31, 1997, and the results of their operations and their cash flows for the three and six month periods ended December 31, 1996 and 1997. Such adjustments were of a normal recurring nature. The results of operations for the six month periods ended December 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, and employment claims. 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. 12 13 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES NOTES TO COMBINED FINANCIAL STATEMENTS 3. Refinancing of Long-Term Debt (Continued) ----------------------------------------- Loan costs of $609,000 and underwriter's discount of $841,500 are being amortized over the term of the long-term debt, on the interest method. 4. Dividends --------- Dividends in the amount of $1,612,700 were declared during the six months ended December 31, 1997. 13 14 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Rosewood Care Centers Capital Funding Corporation The Corporation is a pass through entity. Interest income and expenses offset, resulting in no income or loss. The Combined Facility Companies and Real Estate Companies Three Months Ended December 31, 1997 Compared With Three Months Ended December 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 December 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 $7,722,000 for the three months ended December 31, 1997 from $7,416,000 for the three months ended December 31 1996, an increase of $306,000 or 4.1%. Private revenues have increased $297,000 from $4,527,000 for the three months ended December 31, 1996 to $4,824,000 for the three months ended December 31, 1997. Revenue generated from ancillary services increased $140,000 while revenue from room charges increased $157,000 when compared to the same three month period last year. The average room rate has increased from $107 per day for the three month period ended December 31, 1996 to $114 per day for the current three month period. Private census has decreased from 41,687 patient days for 1996 to 40,576 patient days for the current three month period ended December 31, 1997. 14 15 The majority of the increase in ancillary revenue can be accounted for by the change in the method of billing and collecting for drugs sold to private paying residents. Prior to July 1, 1997, drugs supplied to private paying residents were billed by an unrelated third party pharmacy company directly to the private paying residents and not reflected as revenues or expenses of the Companies. Effective July 1, 1997, the Companies began directly billing residents for drugs. The drugs, which continue to be supplied to the private paying residents by the unrelated pharmacy company, are billed to the residents by the Companies at the same cost as previously charged to the residents by the unrelated pharmacy company in prior periods. As compensation for performing the billing and collecting for the drugs, the Companies retain a portion of the drug billings. For the three months ended December 31, 1997, this aggregated $57,000, which is reflected in Other Patient Revenues for the current period. Net revenues for Medicare decreased from $2,500,000 for the three months ended December 31, 1996 to $2,444,000 for the three months ended December 31, 1997, a decrease of $56,000 or 2.2%. The Medicare census has decreased to 9,230 patient days from 10,367 patient days for the same period last year. Medicaid revenue has increased from $358,000 to $376,000 when compared to the same three month period last year. The increase is the result of an increase in census from 5,408 patient days for the three months ended December 31, 1996 to 5,536 patient days for the three months ended December 31, 1997. The occupancy of the facilities has decreased to 86.8% for the current three month period compared to 90.1% for the same three month period last year. Additional information on occupancy is presented in the comparative information for the six month period. Facility operating expenses increased to $5,345,000 (or $96.58 per patient day) for the current three month period ended December 31, 1997, from $4,990,000 (or $86.84 per patient day) for the three months ended December 31, 1996. Administrative expenses have increased $16,000 when compared to the same three month period last year. The majority of the increase can be accounted for by the increase in wages, telephone, new employee training and the increase in the cost of continuing education of employees reimbursed by the Company. The cost of employee benefits has increased $44,000 from $466,000 for the three months ended December 31, 1996, to $510,000 for the three months ended December 31, 1997. The majority of the increase can be accounted for by an increase in vacation and holiday pay of $19,400, an $8,900 increase in payroll taxes and a $9,700 increase in the cost of health insurance and workers' compensation insurance. The balance of the increase is the result of inflation. Dietary expenses increased approximately $13,000 when compared to the same three month period last year which can be accounted for by increased labor costs. Nursing costs increased from $1,808,000 for the three months ended December 31, 1996 to $1,890,000 for the three months ended December 31, 1997, an increase of $82,000 or 4.5%. Labor costs increased $73,000 when compared to the 15 16 same period last year, with the balance of the increase accounted for by the increase in the cost of medical supplies. Ancillary services costs have increased from $1,278,000 for the three months ended December 31, 1996 to $1,443,000 for the three months ended December 31, 1997, an increase of $165,000 or 12.9%. The majority of the increase is the result of the increase in the cost of drugs sold to private payor residents which was discussed above. Plant utilities and maintenance, aggregating $284,000 have not changed when compared to the same period last year. Housekeeping and laundry costs have increased $18,000 when compared to the same three month period last year. All of the increase can be accounted for by the increase in the cost of labor for both departments. Social Services and Activities costs have increased $17,000 when compared to the same three month period last year and can be accounted for by the increase in labor for these departments. Interest income which aggregated $170,000 and 168,000 for the periods ending December 31, 1996 and 1997, respectively, is virtually unchanged. Interest expense decreased $33,000 when compared to the same three month period last year. The decrease is the result of the decrease in the long term debt from $28,044,000 on December 31, 1996 to $26,186,000 as of December 31, 1997. Six Months Ended December 31, 1997 Compared With Six Months Ended December 31, 1996 Operating Results ----------------- Net revenues have increased to $15,243,000 for the six months ended December 31, 1997 from $14,797,000 for the six months ended December 31, 1996, an increase of $446,000 or 3.0%. Private revenues have increased $566,000 from $9,088,000 for the six months ended December 31, 1996, to $9,654,000 for the six months ended December 31, 1997. Revenue generated from ancillary services increased $215,000, while revenue from room charges increased $351,000 when compared to the same period last year. The average private room rates for the current period aggregated $114 per patient day compared to $105 per patient day for the same period last year. Private census has decreased from 84,171 patient days for the six months ended December 31, 1996, to 80,598 patient days for the period ended December 31, 1997. As previously discussed, effective July 1, 1997, the Companies began billing the private paying residents for drugs previously billed directly to the residents by an unrelated third party pharmacy company. This change has resulted in an increase in ancillary revenue aggregating $309,000 for the current six month period. Other ancillary revenues, comprised of occupational, physical and speech therapy, declined $94,000 when compared to the same period last year. The portion of the drug billings retained by the Companies as 16 17 compensation for the billing and collecting for drugs aggregated $104,000 for the six months ended December 31, 1997, compared to $0 for the six months ended December 31, 1996 and is reflected in Other Patient Revenues for the current six month period. Net revenues for Medicare have decreased from $4,977,000 for the six months ended December 31, 1996 to $4,695,000 for the six months ended December 31, 1997, a decrease of $282,000 or 5.7%. The Medicare census has decreased from 20,700 patient days for the six months ended December 31, 1996 to 17,846 patient days for the six months ended December 31, 1997. The Medicare reimbursement rate has increased approximately $30 per day when compared to the same period last year, which is the direct result of the increase in ancillary services provided to the Medicare qualified residents. Medicaid revenue has increased from $686,000 to $750,000 when compared to the same period last year. The increase is the result of a increase in census from 10,478 patient days for the six months ended December 31, 1996 to 11,027 patient days for the six months ended December 31, 1997. The facilities have an average occupancy rate of 87.2% for the current six month period, compared to 90.5% for the same period last year. The East Peoria facility is the only facility with an average occupancy significantly below levels achieved by the majority of the Companies' facilities. Management is in the process of making management changes at the East Peoria facility, which included a change of the facility administrator in November, 1997, in an effort to bring the East Peoria facility in line with the rest of the Companies' operations. The occupancy for the six facilities for the current six month period compared to the same period last year is as follows:
December 31 1996 1997 Swansea 96.4 98.7 Galesburg 86.3 80.9 Moline 93.3 94.3 Alton 98.9 97.5 Peoria 89.8 91.0 East Peoria 78.4 62.2 Average 90.5 87.2
Facility operating expenses increased to $10,497,000 (or $95.89 per patient day) for the current six month period ended December 31, 1997, from $9,798,000 (or $84.94 per patient day) for the six months ended December 31, 1996. Administrative expenses have increased $58,000 when compared to the same period last year. The majority of the increase can be accounted for by the increase in wages, telephone, advertising for new employees and new employee training. The cost of employee benefits has increased $63,000 when compared to the same six month period last year. The majority of the increase can be accounted for by a $42,500 increase in sick, holiday and vacation pay and a $13,900 17 18 increase in payroll taxes. The balance of the increase is the result of inflation. Dietary expenses have increased approximately $22,000 when compared to the same period last year, the result of an increase in labor costs for the current six month period. Nursing costs increased from $3,536,000 for the six months ended December 31, 1996 to $3,712,000 for the six months ended December 31, 1997, an increase of $176,000 or 4.9%. Labor costs increased $68,000, compared to the same period last year, with the balance of the increase due to the increase in the cost of medical supplies. Ancillary services costs have increased from $2,529,000 for the six months ended December 31, 1996 to $2,854,000 for the six months ended December 31, 1997, an increase of $325,000 or 12.9%. This increase in costs is the direct result of the increase in ancillary revenue and services provided to the residents of the facilities. The cost of drugs has increased $309,000 when compared to the same period last year. This increase was the result of the change in billings for drugs to private residents previously discussed. Therapy services for speech, occupational and physical therapy are provided at four of the facilities by a related company, Rosewood Therapy Services, Inc., and are billed to the Companies at cost, which has resulted in substantial savings to the Companies over contracting with unrelated third party therapy providers, aggregating $264,000 over the six month period ending December 31, 1996. Plant utilities and maintenance costs decreased $6,000 from $603,000 for the six months ended December 31, 1996, to $597,000 for the six month period ended December 31, 1997. The decrease can be accounted for by the decrease in repairs for the current period. Housekeeping and laundry costs increased $27,000, compared to the same six month period last year. Labor costs increased $34,000, while the cost of supplies decreased $7,000 when compared to the same period last year. Social Services and Activities costs have increased $34,000 when compared to the same period last year. The increase is the result of the increase in labor costs for these departments. Interest income has decreased $21,000 when compared to the same period last year as a result of the decrease in the notes receivable outstanding during the six month period from the affiliated company, Rosewood Care Center Holding Co. Interest expense decreased $66,000 when compared to the same period last year. The decrease is the result of the decrease in the long term debt from $28,044,000 on December 31, 1996 to $26,186,000 as of December 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 18 19 facility companies' portion of federal and state taxes calculated for the six months ended December 31, 1997 and 1996, on an annualized basis. Liquidity and Capital Resources ------------------------------- As of December 31, 1997, the Balance Sheet reflects $267,000 as due from affiliates which was paid subsequent to the period ended December 31, 1997. As of December 31, 1997, the Companies had approximately $2,662,000 in cash and cash equivalents and net working capital of approximately $1,877,000. There was a net increase in cash of $342,000 since June 30, 1997. For the six months ended December 31, 1997, net cash provided by operations was $2,314,000. Net cash from investing activities was $755,000 of which $817,000 was received from Rosewood Care Center Holding Co. as payment on notes due from the affiliated company and $62,000 was used by the Companies for the purchase of personal property and equipment used in the operations of the facilities. Net cash used in financing activities aggregated $2,727,000 of which $1,395,000 was used to retire debt and $1,332,000 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 $1,466,000 as of December 31, 1997, compared to $1,178,000 as of June 30, 1997. Accounts receivable from third party payers decreased to $2,531,000 as of December 31, 1997, compared to $3,409,000 as of June 30, 1997. $882,000 of this amount is due from Medicare for unsettled cost reports through December 31, 1997 which are subject to audit. $243,000 of this amount was received subsequent to December 31, 1997, as an interim settlement until the audits are completed by the intermediary. The Medicare program continues to face intense scrutiny and significant cutbacks. In budget legislation passed by Congress in 1997, a new Medicare prospective payment system ("MPPS") was enacted. This new MPPS is intended to help the Medicare program achieve targeted reductions in spending growth of approximately $9.2 billion for skilled nursing facilities over the next five years. The new MPPS reimburses the provider for routine, ancillary and capital costs. The new MPPS rate will initially be a blended rate, based on previous facility costs adjusted by an inflation factor and a national rate. The first year the rate will be based on 75% facility costs and 25% national rate. The second year rate is 50% facility costs and 50% national rate. In the fourth year, 100% of the new MPPS will be based on the national rate. The national rate is subject to adjustment for the acuity of the patient mix and variation in geographic labor costs. The current system of Medicare payment is a cost reimbursement system which requires, among other things, a projection of care to be provided at the time the resident is admitted and a report of care actually given when the resident is discharged. In addition to the changes described above, the new MPPS is to be based on units of service defined for the purpose of calculating prospective payment. This payment system requires more frequent assessment and reporting than under the current system. 19 20 The new MPPS is currently scheduled to take effect on July 1, 1998 for the Companies. Although some officials believe the July 1, 1998 effective date will not be extended, the regulations relating to regional adjustment factors have not yet been published. These regulations, which were originally to be published by April 1, 1998 are now projected for May 1, 1998. The effect of this new MPPS is not yet known. The Companies will incur additional clerical and other staffing costs as a result of the additional reporting required. If the new MPPS is successful in its intent to pay for the Medicare services rendered on a more timely basis, the Companies should receive the major portion of the Medicare payments quicker. However, the new MPPS currently contemplates a continuation of the year end reporting required under the current system for a final reconciliation. Until the regulations are final and the Companies have some experience with reimbursement under the new MPPS, the effect of the new MPPS on the results of operations and financial conditions of the Companies is uncertain. Management does not anticipate any cash flow shortages during the foreseeable future, despite the changes in the Medicare payment system, unless Medicare administration and payment terms significantly further deteriorate. Part II Other Information - -------------------------- Item 1. Legal Proceedings. There were no material developments with respect to legal proceedings during the quarter ended December 31, 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. The Sun Bank Letter of Credit funding the Debt Service Reserve Fund expired December 6, 1997 and was renewed for another one year term, expiring December 6, 1998. During the period ending December 31, 1997, the construction of the 60 bed expansion wing at Rosewood Care Center of Alton was substantially completed. Subsequent to the end of the fiscal quarter, the state inspection was conducted and the expansion wing was licensed and opened on January 23, 1998. There are certain restrictions on the expansion which are contained in the Loan Agreement and the Trust Indenture. In accordance with those restrictions, ownership of the 20 21 expansion wing is maintained in the name of the Alton Real Estate II, L.L.C., a separate entity from Alton Real Estate, Inc. which owns the existing nursing home. Rosewood Care Center, Inc. of Alton, the company which leases and operates the Alton skilled nursing facility, is also the lessee and operator of the expansion wing. In accordance with the terms of the Loan Agreement, and the Loan Guarantee Agreement, under certain conditions, Rosewood Care Center, Inc. of Alton can terminate the lease and take other actions which could be adverse to Alton Real Estate II, L.L.C. without penalty while the bonds are outstanding. During the period ending December 31, 1997, the construction of the 60 bed expansion wing at Rosewood Care Center of Galesburg continued. The expansion wing is under roof, with major systems installed and interior finish progressing. Opening of the expansion wing is projected for the last quarter of fiscal 1998. There are certain restrictions on the expansion which are contained in the Loan Agreement and the Trust Indenture. In accordance with those restrictions, ownership of the expansion wing is maintained in the name of the Galesburg Real Estate II, L.L.C., a separate entity from Galesburg Real Estate, Inc. which owns the existing nursing home. Rosewood Care Center, Inc. of Galesburg, the company which leases and operates the Galesburg skilled nursing facility, will also be the lessee and operator of the expansion wing. In accordance with the terms of the Loan Agreement, and the Loan Guarantee Agreement, under certain conditions, Rosewood Care Center, Inc. of Galesburg can terminate the lease and take other actions which could be adverse to Galesburg Real Estate II, L.L.C. without penalty while the bonds are outstanding. In the 1997 fiscal year, a related company, Rosewood Therapy Services, Inc. began providing therapy services to the facilities owned and operated by the Companies. In 1997, therapy services were 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. Beginning with the 1998 fiscal year, therapy services are provided to the facilities at Rosewood Therapy Services' cost, rather than at prevailing market rates. During the first half of the 1998 fiscal year, the Companies' paid $770,000 to unrelated companies for physical, occupational therapy services and speech therapy services. Amounts paid by the Companies to Rosewood Therapy Services during the first half of the 1998 fiscal year, aggregated $840,000. The Companies intend to obtain substantially all therapy services from Rosewood Therapy Services for the 1998 fiscal year. Effective March 1998, the Companies will be terminating contracts with the remaining unrelated third party therapy providers and thereafter, substantially all speech, occupational and physical therapy will be provided by Rosewood Therapy Services. The Companies anticipate that only nominal amounts will be paid to outside companies to provide specialized therapies or to cover short term staffing needs. During the last fiscal quarter, the Companies became participants in the 401 (k) Plan maintained by an affiliate, HSM Management Services, Inc. The Plan allows but does not require a matching contribution from the Companies. The Companies do not expect participation in the 401 (k) plan to have a material impact on financial performance. 21 22 The Companies continue to have discussions with large providers relating to managed care options. At December 31, 1997, no new contracts had been finalized. Item 6. Exhibits and Reports on Form 8-K. (a) See Index to Exhibits on Page 36. (b) Reports on Form 8-K. None. 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 CENTERS CAPITAL FUNDING CORPORATION, Registrant Dated: February 11, 1998 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 SWANSEA, Registrant Dated: February 11, 1998 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 GALESBURG, Registrant Dated: February 11, 1998 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 PEORIA, Registrant Dated: February 11, 1998 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 EAST PEORIA, Registrant Dated: February 11, 1998 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. ROSEWOOD CARE CENTER, INC. OF ALTON, Registrant Dated: February 11, 1998 By: /s/ Larry Vander Maten -------------------------------------- Larry 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. ROSEWOOD CARE CENTER, INC. OF MOLINE, Registrant Dated: February 11, 1998 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. SWANSEA REAL ESTATE, INC., Registrant Dated: February 11, 1998 By: /s/ Larry Vander Maten -------------------------------------- Larry Vander Maten President and Director (Principal and 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. GALESBURG REAL ESTATE, INC., Registrant Dated: February 11, 1998 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. PEORIA REAL ESTATE, INC., Registrant Dated: February 11, 1998 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. EAST PEORIA REAL ESTATE, INC., Registrant Dated: February 11, 1998 By: /s/ Larry Vander Maten -------------------------------------- Larry Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 33 34 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ALTON REAL ESTATE, INC., Registrant Dated: February 11, 1998 By: /s/ Larry Vander Maten -------------------------------------- Larry Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 34 35 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MOLINE REAL ESTATE, INC., Registrant Dated: February 11, 1998 By: /s/ Larry Vander Maten -------------------------------------- Larry Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 35 36 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 36 37 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. 37 38 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. 10.19 Reference is made to the Consultant Services Agreement between Rosewood Therapy Services, Inc. and Rosewood Care Center, Inc. of Alton (Additional Consultant Services Agreements listed on the Schedule), which was filed on November 12, 1997 as Exhibit 10.19 of the Form 10-Q of the Registrants. 10.20 Renewal of the Letter of Credit filed on February 11, 1994 as Exhibit 10.15 on 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. 38 39 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. 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. 39 40 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 o 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 September 26, 1996 as Exhibit 99.17 of the Form 10-K of the Registrants.
40 41 SCHEDULE THE FOLLOWING DOCUMENTS ARE SUBSTANTIALLY IDENTICAL TO THE DOCUMENT FILED AS THE CORRESPONDING EXHIBIT IN THE 10-Q OF THE REGISTRANTS FILED ON NOVEMBER 23, 1993 10-Q. 4.4 Loan Guaranty Agreement between Rosewood Care Centers Capital Funding Corporation and Rosewood Care Center, Inc. of Swansea Loan Guaranty Agreement between Rosewood Care Centers Capital Funding Corporation and Rosewood Care Center, Inc. of Peoria Loan Guaranty Agreement between Rosewood Care Centers Capital Funding Corporation and Rosewood Care Center, Inc. of East Peoria Loan Guaranty Agreement between Rosewood Care Centers Capital Funding Corporation and Rosewood Care Center, Inc. of Moline Loan Guaranty Agreement between Rosewood Care Centers Capital Funding Corporation and Rosewood Care Center, Inc. of Galesburg 4.5 Note executed by Swansea Real Estate, Inc. Note executed by Peoria Real Estate, Inc. Note executed by East Peoria Real Estate, Inc. Note executed by Moline Real Estate, Inc. Note executed by Galesburg Real Estate, Inc. 10.2 Collateral Pledge and Security Agreement between Rosewood Care Centers Capital Funding Corporation and Swansea Real Estate, Inc. Collateral Pledge and Security Agreement between Rosewood Care Centers Capital Funding Corporation and Peoria Real Estate, Inc. Collateral Pledge and Security Agreement between Rosewood Care Centers Capital Funding Corporation and East Peoria Real Estate, Inc. Collateral Pledge and Security Agreement between Rosewood Care Centers Capital Funding Corporation and Moline Real Estate, Inc. Collateral Pledge and Security Agreement between Rosewood Care Centers Capital Funding Corporation and Galesburg Real Estate, Inc. 10.3 Mortgage Between Swansea Real Estate, Inc. and Rosewood Care Centers Capital Funding Corporation Mortgage Between Peoria Real Estate, Inc. and Rosewood Care Centers Capital Funding Corporation Mortgage Between East Peoria Real Estate, Inc. and Rosewood Care Centers Capital Funding Corporation 41 42 Mortgage Between Moline Real Estate, Inc. and Rosewood Care Centers Capital Funding Corporation Mortgage Between Galesburg Real Estate, Inc. and Rosewood Care Centers Capital Funding Corporation 10.4 Security Agreement between Rosewood Care Centers Capital Funding Corporation and Rosewood Care Center, Inc. of Swansea Security Agreement between Rosewood Care Centers Capital Funding Corporation and Rosewood Care Center, Inc. of Peoria Security Agreement between Rosewood Care Centers Capital Funding Corporation and Rosewood Care Center, Inc. of East Peoria Security Agreement between Rosewood Care Centers Capital Funding Corporation and Rosewood Care Center, Inc. of Moline Security Agreement between Rosewood Care Centers Capital Funding Corporation and Rosewood Care Center, Inc. of Galesburg 10.5 Assignment of Rents and Leases between Rosewood Care Centers Capital Funding Corporation and Swansea Real Estate, Inc. Assignment of Rents and Leases between Rosewood Care Centers Capital Funding Corporation and Peoria Real Estate, Inc. Assignment of Rents and Leases between Rosewood Care Centers Capital Funding Corporation and East Peoria Real Estate, Inc. Assignment of Rents and Leases between Rosewood Care Centers Capital Funding Corporation and Moline Real Estate, Inc. Assignment of Rents and Leases between Rosewood Care Centers Capital Funding Corporation and Galesburg Real Estate, Inc. 10.6 Subordination and Attornment Agreement between Rosewood Care Centers Capital Funding Corporation and Swansea Real Estate, Inc. Subordination and Attornment Agreement between Rosewood Care Centers Capital Funding Corporation and Peoria Real Estate, Inc. Subordination and Attornment Agreement between Rosewood Care Centers Capital Funding Corporation and East Peoria Real Estate, Inc. Subordination and Attornment Agreement between Rosewood Care Centers Capital Funding Corporation and Moline Real Estate, Inc. Subordination and Attornment Agreement between Rosewood Care Centers Capital Funding Corporation and Galesburg Real Estate, Inc. 42 43 10.8 Administrative Services Agreement between Hovan Enterprises, Inc. and Swansea Real Estate, Inc. Administrative Services Agreement between Hovan Enterprises, Inc. and Peoria Real Estate, Inc. Administrative Services Agreement between Hovan Enterprises, Inc. and East Peoria Real Estate, Inc. Administrative Services Agreement between Hovan Enterprises, Inc. and Moline Real Estate, Inc. Administrative Services Agreement between Hovan Enterprises, Inc. and Galesburg Real Estate, Inc. 10.9 Revised and Restated Management Agreement between Rosewood Care Center, Inc. of Swansea and Hovan Enterprises, Inc. Revised and Restated Management Agreement between Rosewood Care Center, Inc. of Peoria and Hovan Enterprises, Inc. Revised and Restated Management Agreement between Rosewood Care Center, Inc. of East Peoria and Hovan Enterprises, Inc. Revised and Restated Management Agreement between Rosewood Care Center, Inc. of Moline and Hovan Enterprises, Inc. Revised and Restated Management Agreement between Rosewood Care Center, Inc. of Galesburg and Hovan Enterprises, Inc. 10.10 Lease between Swansea Real Estate, Inc. and Rosewood Care Center, Inc. of Swansea Lease between Swansea Real Estate, Inc. and Rosewood Care Center, Inc. of Peoria Lease between Swansea Real Estate, Inc. and Rosewood Care Center, Inc. of East Peoria Lease between Swansea Real Estate, Inc. and Rosewood Care Center, Inc. of Moline Lease between Swansea Real Estate, Inc. and Rosewood Care Center, Inc. of Galesburg 10.11 Assignment of Management Agreement between Rosewood Care Center, Inc. of Swansea and Mercantile Bank Assignment of Management Agreement between Rosewood Care Center, Inc. of Peoria and Mercantile Bank Assignment of Management Agreement between Rosewood Care Center, Inc. of East Peoria and Mercantile Bank 43 44 Assignment of Management Agreement between Rosewood Care Center, Inc. of Moline and Mercantile Bank Assignment of Management Agreement between Rosewood Care Center, Inc. of Galesburg and Mercantile Bank THE FOLLOWING DOCUMENTS ARE SUBSTANTIALLY IDENTICAL TO THE DOCUMENT FILED AS THE CORRESPONDING EXHIBIT IN THE 10-Q OF THE REGISTRANTS FILED ON NOVEMBER 12, 1997 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 44 EX-10.20 2 RENEWAL OF LETTER OF CREDIT 1 EXHIBIT 10.20 November 14, 1997 Ms. Devera A. Buckley, Assistant Vice President State Street Bank and Trust Company of Missouri, N.A. Corporate Trust Department P.O. Box 321 St. Louis, Missouri 63166-0321 Re: Rosewood Care Center Holding Co. Letter of Credit No. F700564 in the amount of $3,129,889.00 Expiring December 6, 1997 Dear Ms. Buckley: This is to advise you that SunTrust Bank, Central Florida, N.A., will renew the above-referenced Letter of Credit in favor of State Street Bank and Trust Company of Missouri, N.A., for a period of one year. If you should have any questions, please call me at (407) 237-5303. Sincerely, /s/Glenys Blenden Vice President Copies: Ms. Susan Gamble - Summers, Compton, Wells & Hamburg EX-27.1 3 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Financial Statements at December 31, 1997 for the period ended December 31, 1997 and is qualified in its entirety by reference to such financial statements. 0000909110 ROSEWOOD CARE CENTER CAPITAL FUNDING CORPORATION 1000 6-MOS JUN-30-1998 JUL-01-1997 DEC-31-1997 262 0 26,186 0 0 262 0 0 26,448 159 26,288 1 0 0 0 26,448 0 983 0 0 0 0 983 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 December 31, 1997 for the period ended December 31, 1997 and is qualified in its entirety by reference to such financial statements. 0000909114 ROSEWOOD CARE CENTER OF GALESBURG 1000 6-MOS JUN-30-1998 JUL-01-1997 DEC-31-1997 2,662 0 4,178 181 0 7,476 24,999 7,838 31,755 5,599 0 65 0 0 1,903 31,755 15,099 15,580 0 12,797 0 0 983 1,800 154 0 0 0 0 1,646 25 0
EX-27.3 5 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at December 31, 1997 for the period ended December 31, 1997 and is qualified in its entirety by reference to such financial statements. 0000909113 ROSEWOOD CARE CENTER OF SWANSEA 1000 6-MOS JUN-30-1998 JUL-01-1997 DEC-31-1997 2,662 0 4,178 181 0 7,476 24,999 7,838 31,755 5,599 0 65 0 0 1,903 31,755 15,099 15,580 0 12,797 0 0 983 1,800 154 0 0 0 0 1,646 25 0
EX-27.4 6 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at December 31, 1997 for the period ended December 31, 1997 and is qualified in its entirety by reference to such financial statements. 0000909115 ROSEWOOD CARE CENTER OF EAST PEORIA 1000 6-MOS JUN-30-1998 JUL-01-1997 DEC-31-1997 2,662 0 4,178 181 0 7,476 24,999 7,838 31,755 5,599 0 65 0 0 1,903 31,755 15,099 15,580 0 12,797 0 0 983 1,800 154 0 0 0 0 1,646 25 0
EX-27.5 7 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at December 31, 1997 for the period ended December 31, 1997 and is qualified in its entirety by reference to such financial statements. 0000909116 ROSEWOOD CARE CENTER OF PEORIA 1000 6-MOS JUN-30-1998 JUL-01-1997 DEC-31-1997 2,662 0 4,178 181 0 7,476 24,999 7,838 31,755 5,599 0 65 0 0 1,903 31,755 15,099 15,580 0 12,797 0 0 983 1,800 154 0 0 0 0 1,646 25 0
EX-27.6 8 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at December 31, 1997 for the period ended December 31, 1997 and is qualified in its entirety by reference to such financial statements. 0000909117 ROSEWOOD CARE CENTER OF ALTON 1000 6-MOS JUN-30-1998 JUL-01-1997 DEC-31-1997 2,662 0 4,178 181 0 7,476 24,999 7,838 31,755 5,599 0 65 0 0 1,903 31,755 15,099 15,580 0 12,797 0 0 983 1,800 154 0 0 0 0 1,646 25 0
EX-27.7 9 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at December 31, 1997 for the period ended December 31, 1997 and is qualified in its entirety by reference to such financial statements. 0000909118 ROSEWOOD CARE CENTER OF MOLINE 1000 6-MOS JUN-30-1998 JUL-01-1997 DEC-31-1997 2,662 0 4,178 181 0 7,476 24,999 7,838 31,755 5,599 0 65 0 0 1,903 31,755 15,099 15,580 0 12,797 0 0 983 1,800 154 0 0 0 0 1,646 25 0
EX-27.8 10 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at December 31, 1997 for the period ended December 31, 1997 and is qualified in its entirety by reference to such financial statements. 0000909120 SWANSEA REAL ESTATE 1000 6-MOS JUN-30-1998 JUL-01-1997 DEC-31-1997 2,662 0 4,178 181 0 7,476 24,999 7,838 31,755 5,599 0 65 0 0 1,903 31,755 15,099 15,580 0 12,797 0 0 983 1,800 154 0 0 0 0 1,646 25 0
EX-27.9 11 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at December 31, 1997 for the period ended December 31, 1997 and is qualified in its entirety by reference to such financial statements. 0000909121 GALESBURG REAL ESTATE 1000 6-MOS JUN-30-1998 JUL-01-1997 DEC-31-1997 2,662 0 4,178 181 0 7,476 24,999 7,838 31,755 5,599 0 65 0 0 1,903 31,755 15,099 15,580 0 12,797 0 0 983 1,800 154 0 0 0 0 1,646 25 0
EX-27.10 12 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at December 31, 1997 for the period ended December 31, 1997 and is qualified in its entirety by reference to such financial statements. 0000909122 EAST PEORIA REAL ESTATE 1000 6-MOS JUN-30-1998 JUL-01-1997 DEC-31-1997 2,662 0 4,178 181 0 7,476 24,999 7,838 31,755 5,599 0 65 0 0 1,903 31,755 15,099 15,580 0 12,797 0 0 983 1,800 154 0 0 0 0 1,646 25 0
EX-27.11 13 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at December 31, 1997 for the period ended December 31, 1997 and is qualified in its entirety by reference to such financial statements. 0000909123 PEORIA REAL ESTATE 1000 6-MOS JUN-30-1998 JUL-01-1997 DEC-31-1997 2,662 0 4,178 181 0 7,476 24,999 7,838 31,755 5,599 0 65 0 0 1,903 31,755 15,099 15,580 0 12,797 0 0 983 1,800 154 0 0 0 0 1,646 25 0
EX-27.12 14 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at December 31, 1997 for the period ended December 31, 1997 and is qualified in its entirety by reference to such financial statements. 0000909124 ALTON REAL ESTATE 1000 6-MOS JUN-30-1998 JUL-01-1997 DEC-31-1997 2,662 0 4,178 181 0 7,476 24,999 7,838 31,755 5,599 0 65 0 0 1,903 31,755 15,099 15,580 0 12,797 0 0 983 1,800 154 0 0 0 0 1,646 25 0
EX-27.13 15 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at December 31, 1997 for the period ended December 31, 1997 and is qualified in its entirety by reference to such financial statements. 0000909125 MOLINE REAL ESTATE 1000 6-MOS JUN-30-1998 JUL-01-1997 DEC-31-1997 2,662 0 4,178 181 0 7,476 24,999 7,838 31,755 5,599 0 65 0 0 1,903 31,755 15,099 15,580 0 12,797 0 0 983 1,800 154 0 0 0 0 1,646 25 0
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