-----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, Cfjx6TACqN4KigCS6rLFHCh69yxdxmmKg3mAT+hdBCSn4BG0NrtFG357pgshVUT5 FkFvAgJc4zGZJE6iShDf8A== 0000950114-97-000422.txt : 19970925 0000950114-97-000422.hdr.sgml : 19970925 ACCESSION NUMBER: 0000950114-97-000422 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970924 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-K SEC ACT: SEC FILE NUMBER: 033-65948 FILM NUMBER: 97684857 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-K SEC ACT: SEC FILE NUMBER: 033-65948-01 FILM NUMBER: 97684858 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-K SEC ACT: SEC FILE NUMBER: 033-65948-02 FILM NUMBER: 97684859 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-K SEC ACT: SEC FILE NUMBER: 033-65948-03 FILM NUMBER: 97684860 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-K SEC ACT: SEC FILE NUMBER: 033-65948-04 FILM NUMBER: 97684861 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-K SEC ACT: SEC FILE NUMBER: 033-65948-05 FILM NUMBER: 97684862 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-K SEC ACT: SEC FILE NUMBER: 033-65948-06 FILM NUMBER: 97684863 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-K SEC ACT: SEC FILE NUMBER: 033-65948-07 FILM NUMBER: 97684864 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-K SEC ACT: SEC FILE NUMBER: 033-65948-08 FILM NUMBER: 97684865 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-K SEC ACT: SEC FILE NUMBER: 033-65948-09 FILM NUMBER: 97684866 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-K SEC ACT: SEC FILE NUMBER: 033-65948-10 FILM NUMBER: 97684867 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-K SEC ACT: SEC FILE NUMBER: 033-65948-11 FILM NUMBER: 97684868 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-K SEC ACT: SEC FILE NUMBER: 033-65948-12 FILM NUMBER: 97684869 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-K 1 ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION FORM 10-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 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) Registrant's telephone number, including area code: (314) 994-9070 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: NONE 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), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO --- --- INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANTS' KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K. [ ] CERTAIN INFORMATION CALLED FOR ON ITEM 14 OF PART IV OF THIS FORM 10-K 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 AND REGISTRANTS' FORM 10-Q FILED MAY 14, 1996, REGISTRANTS' FORM 10-K FILED SEPTEMBER 26, 1996 AND REGISTRANTS' FORM 10-Q FILED NOVEMBER 13, 1996. Index to Exhibits is on Page 72. 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 4 ITEM 1. BUSINESS 4 ITEM 2 PROPERTIES 10 ITEM 3 LEGAL PROCEEDINGS 11 ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS 11 PART II 12 ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 12 ITEM 6. SELECTED FINANCIAL DATA 12 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 13 ITEM 8. COMBINED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 20 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 53 PART III 53 ITEM 10. DIRECTORS AND OFFICERS OF THE COMPANY 53 ITEM 11. EXECUTIVE COMPENSATION 53 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 54 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 55 PART IV 57 ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES & REPORTS ON FORM 8-K 57 (a) 1 and 2 Financial Statements and Financial Statement Schedule 57 (a) 3 Exhibits 57 (b) Reports on Form 8-K 57 (c) Exhibits 57 (d) Financial Statement Schedule 57 SUPPLEMENTAL INFORMATION 58 EXHIBIT INDEX 72
3 4 PART I ITEM 1. BUSINESS. BUSINESS OF THE REMIC Rosewood Care Centers Capital Funding Corporation, a Missouri corporation, was formed June 23, 1993 as a single purpose corporation, to function as a real estate mortgage investment conduit ("REMIC"). The REMIC was organized to issue the 7 1/4% First Mortgage Redeemable Bonds due November 1, 2013 and to make first mortgage loans to six affiliated companies (the "Borrowing Companies"). Each of the six Borrowing Companies owns a skilled nursing facility which is state-licensed. The six skilled nursing facilities are operated by six affiliated companies, which are guarantors of the first mortgage loans (the "Guarantors") (collectively the Borrowing Companies and the Guarantors are the "Companies"). The principal assets of the REMIC are the notes from the six first mortgage loans. The REMIC does not engage in any business or investment activities other than in connection with administering the repayment of the bonds and the first mortgage loans. BUSINESS OF THE COMPANIES The Companies own and operate six Rosewood Care Centersm skilled nursing facilities located in Illinois, each with a 120 bed capacity. The facilities provide convalescent care, long-term care, and rehabilitative services primarily for elderly patients. Each facility offers a complete therapy program, including physical, occupational and speech therapy under the direction of a registered therapist. The Companies principally market to private paying patients and attempt to provide a high-quality alternative to competing facilities, both in the physical surroundings and services offered. The Companies' marketing strategy focuses on obtaining the highest average daily rate as well as high occupancy levels in order to maximize revenues from the facilities. Although the facilities provide long-term care for those patients who require it, emphasis is on rehabilitative services to allow a patient to convalesce and either return to independent living outside the facility or enjoy a maximum level of independence and mobility within the facility. The Companies believe this emphasis has an appeal to a much larger private payor market than exists for a strictly long-term care oriented nursing home. Approximately 60% of the patients in the facilities are private paying, though all the facilities participate in both the Medicare and Medicaid programs. The majority of the patients have sufficient funds and desire at the outset to try restorative therapy, which is covered by Medicare and private insurance. The Medicare program and various forms of private payment are the principal payors for short-term nursing home care and rehabilitative services. Because of the high percentage of patients in the facilities that are private paying, the average daily rate of the facilities is higher than it would be if the facilities had a greater participation in the Medicaid program. All of the facilities currently participate in one or more managed care programs. The Companies are negotiating with additional third parties and expect to enter into additional managed care contracts in the future. 4 5 OPERATIONS Each skilled nursing facility is managed by an affiliated company, HSM Management Services, Inc., an Illinois corporation ("HSM Management"), pursuant to management agreements with each Guarantor. HSM Management provides a state-licensed nursing home administrator for each skilled nursing facility. HSM Management employs a director of operations and four directors of nursing who supervise operations at the six facilities owned by the Companies, as well as others. In addition, nursing staff at each skilled nursing facility is under the supervision of a state-licensed director of nursing who is an employee of the facility. The nursing staffs consist of registered nurses and licensed practical nurses, as well as nurses aides. The facilities also contract with others to provide therapy services, medical and dietary consulting services, personal grooming services and recreational activities. The management agreements entered into with Hovan Enterprises, Inc. ("Hovan"), the predecessor of HSM Management, Inc. by each Guarantor on October 21, 1993, the bond issue date, continue in full force and effect after the merger of Hovan into HSM Management. All of the provisions of the management agreements apply to HSM Management in the same way they previously applied to Hovan. REVENUE BY PAYOR The following table indicates the percentage of patient service revenue of the Companies by type of payor for the periods indicated.
FISCAL YEAR ENDED JUNE 30, 1995 1996 1997 ---- ---- ---- (Dollars in Thousands) Amount Percent Amount Percent Amount Percent ------ ------- ------ ------- ------ ------- Private $16,827 65.0% $17,079 62.0% $17,808 60.0% Medicare 7,443 29.0 9,293 33.0 10,142 35.0 Medicaid 1,495 6.0 1,319 5.0 1,494 5.0 ------- ----- ------- ----- ------- ----- Total $25,765 100.0% $27,691 100.0% $29,444 100.0% ======= ===== ======= ===== ======= =====
OCCUPANCY BY LOCATION AS A PERCENTAGE OF AVAILABLE BEDS Each facility has the capacity of 120 beds. Most of the rooms are designed to be semi-private, with two beds per room. Some semi-private rooms are made available as private at a higher daily rate, thereby resulting in a lower number of available beds at a facility. The Companies focus on obtaining the highest average daily rate which may produce higher revenues even at lower occupancies, whereas if the facilities were principally Medicaid providers, maximum revenues could only be achieved with maximum occupancies. The Companies are addressing the decrease in occupancy at the facility in East Peoria which has occurred due to administrative turnover and operational difficulties. The following table indicates occupancy at each facility as a percentage of available beds for the periods indicated. 5 6
1993 1994 1995 1996 1997 ---- ---- ---- ---- ---- Swansea 91.7% 96.6% 97.9% 99.5% 96.4% Galesburg 90.4 95.7 91.4 82.2 86.3 Alton 90.2 97.1 95.7 97.6 98.1 Peoria 79.8 91.6 89.7 86.4 88.9 East Peoria 88.6 88.6 83.7 74.5 73.8 Moline 91.0 94.5 94.8 89.2 91.7 ---- ---- ---- ---- ---- Combined Average 88.6% 93.8% 92.2% 87.7% 89.2% ==== ==== ==== ==== ====
MARKETING The Companies attempt to increase admissions through marketing programs. The Companies' marketing programs are executed under the direction of a full time marketing staff member employed by HSM Management. Marketing is done through direct mail, community programs and television. Although the Companies provide long-term nursing home care, their marketing strategy emphasizes short-term nursing home care for rehabilitative purposes. The Companies believe this emphasis has an appeal to a much larger private payor market than exists for strictly long-term care oriented nursing homes. GOVERNMENTAL REGULATION AND REIMBURSEMENT The Companies' nursing facilities are required to comply with various federal and state health care regulations and statutes. Compliance with the state licensing regulations is a prerequisite for the operation of the facilities and for participation in government sponsored health care programs such as Medicaid and Medicare. All six facilities participate in the federally administered Medicare and Medicaid programs. Medicare is a health insurance program for the aged and certain other disabled individuals, operated by the federal government and administered by an insurance intermediary. As a result of the Companies' emphasis on short-term rehabilitative nursing care, which is covered by Medicare, the percentage of patient service revenue attributable to Medicare continues to be a significant sector of the Companies' total revenue. Medicaid is a medical assistance program for the indigent, operated by the State of Illinois with financial aid provided by the federal government. Prior to January 1991, four of the six facilities participated in the state administered Medicaid program. In 1991, the Companies began to voluntarily withdraw the facilities from the Medicaid program. However, in May 1993, as a result of a change in state policy, all six Guarantors requested and received certification in the Medicaid program for a distinct part of each facility for a limited number of beds. This certification permits the Companies to participate in the Medicaid program while limiting the Medicaid census at their respective facilities. The Galesburg and East Peoria facilities are certified for twenty beds each and the four remaining facilities for ten beds each. Changes in the reimbursement policies of such funding programs as a result of budget cuts by Federal and State governments or other legislative and regulatory actions could have a material adverse effect on the Companies' financial position, results of operations and cash flows. 6 7 The Companies have experienced significant growth in ancillary revenues, primarily for services reimbursed by Medicare, over the past several years. Ancillary revenues are derived from providing services to residents over and above room and board and include services such as occupational, physical, speech, and IV therapy, as well as prescription drugs and medical supplies. Such services are being provided primarily to Medicare and private pay residents which is consistent with the current trend of providing services in the lower cost setting of nursing facilities rather than in hospitals. Under current reimbursement regulations, funds received under Medicare programs are subject to audit by the third party payor responsible for administering the facility account. This results either in amounts due to or from the facilities based on the actual costs of participating in the Medicare program during the year. Past audits of the Companies' reimbursements through the fiscal year ending June 30, 1994, have not resulted in any material adjustments for any of the Companies that were not otherwise indemnified for by private vendors to the Companies. In the audits of the Medicare program for all the facilities for the fiscal year ended June 30, 1995, the Companies experienced a material negative adjustment to their Medicare cost reports with regard to costs for therapy services furnished by a private vendor. The Companies were indemnified by the private vendor for most of that negative adjustment and the indemnification agreement remains in effect. Audits of the Medicare program for all the facilities have recently been completed through the fiscal year ended June 30, 1996 and did not result in any material adjustments for any of the Companies. Medicare reimbursement of routine operating costs is subject to a cap that is related to costs of similar providers. In cases where this cap is exceeded, the facility may obtain an exception if it can show that the excess costs are caused by "atypical services." All six of the facilities exceeded the cap by the aggregate amount of $539,000 in 1997. The Company is in the process of compiling the information necessary to apply for the exception for the facilities which qualify for 1997. The Company had applied for the exception for two facilities for 1994 and one facility for 1993 which were approved and paid during the current fiscal year aggregating $54,093. The Companies have claims filed and pending for two facilities for 1995 in the amount of $146,507. In addition, the Companies are compiling information to request an exception for all six facilities for the fiscal year ended June 30, 1996 in the amount of $225,563. Management cannot predict whether the Company will be successful in its application to the regulatory agency to grant the pending exceptions. In addition to the requirements for participation in the Medicare and Medicaid programs, the Companies' health care facilities are subject to annual licensing and other regulatory requirements of state authorities. In order to maintain the operators' licenses, the nursing facilities are inspected and must meet certain statutory and administrative requirements. These inspections are called surveys. The survey requirements relate to the physical condition of the building and equipment used in patient care, the quality and adequacy of personnel and the quality of medical care. In prior years, the Illinois Department of Public Health ("IDPH") sent each facility the results of its annual survey, citing deficiencies. The facility then conducted its own investigation and reported back to the IDPH with its plan of correction. IDPH only issued its letter that the facility was not in substantial compliance with applicable law and regulations if the facility did not promptly and appropriately respond and correct the deficiencies listed in IDPH's initial report to the facility of its survey results. The Health Care Financing Administration of the Department of Health and 7 8 Human Services ("HCFA") adopted new survey, certification and enforcement procedures by regulations effective July 1, 1995, to implement various Medicare and Medicaid provisions of the Omnibus Budget Reconciliation Act of 1987 ("OBRA"). In the last fiscal year, IDPH, in administering compliance with HCFA regulations, has begun a new procedure. Currently, the initial letter sent to each facility reporting the survey results states that the facility has been found not to be in substantial compliance due to the enumerated deficiencies. However, in the ordinary course, the letter further states that if the facility promptly and appropriately responds and corrects the deficiencies, IDPH is recommending that the facility be certified for continued participation in the Medicare and Medicaid programs. Although the Companies believe that, as a practical matter, IDPH will continue to administer its survey and correction procedures in substantially the same manner as in the past, there can be no assurance of what position HCFA and the IDPH will adopt in the future in regard to these survey letters citing routine deficiencies. There also can be no assurance that the Company will not be required to expend significant sums in order to maintain its licenses in the future. While federal regulations do not provide states with the grounds to curtail funding of their Medicaid cost reimbursement programs due to state budget deficiencies, the states have reduced funding in the past. No assurance can be given that the state will not do so in the future or that the future funding of Medicaid programs will remain comparable to the present level. Health care funding was again a prominent issue in the United States Congress during the past year. Proposals continue to be put forth which seek to reduce the costs of the Medicare and Medicaid programs by lowering the utilization of the programs and by controlling costs within the programs. As a result of the national pressure on health care costs, the Medicare program continues to face significant cutbacks and intense scrutiny. Due to this atmosphere, the Companies have continued to experience closer scrutiny and delays with regard to payment of claims under the Medicare program. The Companies do not expect this environment to improve in the near future and believe they will experience future problems relating to reimbursement, some of which could have a significant effect on operations. The Companies are carefully monitoring these developments and attempting to structure contractual arrangements which they believe will minimize the impact of reductions in government reimbursement. However, no assurance can be made that the funding of Medicare and Medicaid will remain at their current levels. Changes in the reimbursement policies of Medicare and Medicaid as a result of budget cuts by federal and state governments or other legislative actions could adversely affect the revenues of the Companies. COMPETITION The long-term care industry is highly competitive. The Companies compete with other providers on the basis of the breadth and quality of services they offer, the quality of their facilities and price. The Companies also compete in the recruitment of qualified health care personnel and the acquisition and development of additional facilities. The Companies' current and potential competitors include national, regional and local long-term care providers as well as hospital-based extended care providers and rehabilitation hospitals, many of which have significantly greater financial and other resources than the Companies. In addition, certain competitors are operated by not-for-profit organizations and similar businesses which can finance capital expenditures on a tax-exempt basis or 8 9 receive charitable contributions unavailable to the Companies. Managed care contracts will also have an impact on competition, as services formerly provided at hospitals are shifted to nursing homes and as the managed care model becomes more common in the nursing home industry. Alternative facilities, such as assisted living facilities, also compete with the Companies' facilities for the lower acuity residents. Unlike for skilled nursing facilities, it is not always necessary to obtain a CON in order to build these facilities. In addition, assisted living facilities are not always subject to the licensing requirements or the same level of inspection and other regulatory compliance as those for skilled nursing facilities. The degree of success with which the Companies compete varies from location to location and depends on a number of factors, including the number of competing facilities in the local market, types of services, quality of care, reputation, age and appearance of each facility and the cost of care in each location. In light of these factors, the Companies seek to meet competition in each location by establishing a reputation in the local community for high quality nursing services and attractive facilities, and by responding to the specialized health needs of their patients and referral sources. The need for skilled nursing facilities is expected to increase in the future as the demand for rehabilitative and long-term care increases. Construction of new skilled nursing facilities near the Companies' facilities could adversely affect the Companies' business. However, state regulations generally require a CON before a new skilled nursing facility can be constructed or additional beds can be added to existing facilities. The Companies believe that these regulations reduce the possibility of overbuilding and promote higher utilization of existing facilities. At the time the CON was granted for each of the Companies' skilled nursing facilities, the addition of such facilities resulted in an excess number of beds for purposes of future CON analysis. Under current CON regulations, existing facilities are given a preference in the opportunity to meet any additional need by expansion before a CON is issued for construction of a new facility. There continues to be pressure to repeal existing CON laws and there can be no assurance that the CON procedure will not be eliminated or changed in the future. Although the terms of the loan documents prohibit the Borrowing Companies from undertaking new construction, the Guarantors are not prohibited from operating additional facilities, including expansion facilities. All of the facilities are adjacent to excess acreage owned by affiliated companies and related companies are allowed to construct expansions to current facilities under certain conditions. At Galesburg and Alton, affiliated companies commenced construction of expansions during the 1997 fiscal year. LEASES Each of the facilities is leased by a Guarantor from the Borrowing Company which owns the facility. Lease payments consist of a base rent which is adjustable based on the amount needed by the Borrowing Company to service mortgage indebtedness on the facility and additional rent based on the economic performance of the facilities. Each lease has an initial term of four years and may be extended for up to five additional four-year periods. Under each lease, the Borrowing Company is required to furnish the building and all equipment and furnishings and any replacements necessary for the operation of the facility. The Guarantor is responsible for paying all other expenses associated with operating 9 10 the facility. The lease payments represent substantially all of the income earned by the Borrowing Companies. INSURANCE The Companies carry property insurance, general liability insurance and other insurance which they believe adequate to cover the facilities and their businesses. EMPLOYEES The REMIC and the Borrowing Companies have no employees. The Guarantors employed 524 persons at June 30, 1997. None of the employees of the Companies are covered by collective bargaining agreements. The Companies believe that their relations with their employees are good and they have never experienced a major labor dispute. The Company has experienced increases in its labor costs due to higher wages and greater benefits required to attract and retain qualified personnel. The federal government increased the minimum wage effective October 1, 1996 with another increase effective September 1, 1997. The legislation had little effect on the companies wage rates and the companies do not anticipate a material impact on their wage rates for the fiscal year ending June 30, 1998, since all Company employees earn wages in excess of the new minimum wage rates set by the federal government; however the Company believes there may be competitive pressure to increase wage levels in the future. The effect of the change in minimum wage levels is not expected to have a material effect on the Companies future operations because the Companies believe a significant portion of any increase would be reimbursed through Medicare and Medicaid rate increases. The Company is occasionally experiencing shortages in qualified personnel to staff the facilities, and it competes for personnel with other healthcare providers and service industries, which could adversely affect the availability of qualified personnel in the future. ITEM 2. PROPERTIES. THE FACILITIES Each of the facilities is a one story, 120 bed skilled nursing care facility consisting of approximately 38,000 to 40,000 square feet and situated on 4 to 7 acres. Each facility has been built within the last ten years, with poured concrete foundation and brick veneer exterior walls. The facilities were built by the Companies for use as skilled nursing facilities with modern design and high quality systems. Accordingly, the Companies believe the properties are well suited to present and future needs. The six facilities are encumbered by the first mortgages given to the REMIC. ROSEWOOD CARE CENTER OF SWANSEA Rosewood Care Center of Swansea is owned by Swansea Real Estate, Inc. and is operated by Rosewood Care Center, Inc. of Swansea. The Swansea Facility opened October 8, 1987 and is located at 100 Rosewood Village Drive, Swansea, Illinois 62221 on the west side of Highway 159, just north of Fullerton Road in Swansea, Illinois. 10 11 ROSEWOOD CARE CENTER OF GALESBURG Rosewood Care Center of Galesburg is owned by Galesburg Real Estate, Inc. and is operated by Rosewood Care Center, Inc. of Galesburg. The Galesburg Facility opened December 9, 1987 and is located at 1250 West Carl Sandburg Dr., Galesburg, Illinois 61401 on the southeast corner of Sandburg Mall Access Road and West Carl Sandburg Drive. ROSEWOOD CARE CENTER OF ALTON Rosewood Care Center of Alton is owned by Alton Real Estate, Inc. and is operated by Rosewood Care Center, Inc. of Alton. The Alton facility opened May 15, 1989 and is located at 3490 Humbert Road, Alton, Illinois 62002 on the north side of Pebble Creek Lane at Humbert Road, Alton, Illinois. ROSEWOOD CARE CENTER OF PEORIA Rosewood Care Center of Peoria is owned by Peoria Real Estate, Inc. and is operated by Rosewood Care Center, Inc. of Peoria. The Peoria facility opened June 12, 1989 and is located at 1500 West Northmoor Road, Peoria, Illinois 61614 at the junction of Northmoor Road and University Avenue in Northwest Peoria. ROSEWOOD CARE CENTER OF EAST PEORIA Rosewood Care Center of East Peoria is owned by East Peoria Real Estate, Inc. and is operated by Rosewood Care Center, Inc. of East Peoria. The East Peoria facility opened April 18, 1989 and is located at 900 Centennial Drive, East Peoria, Illinois 61611 on the south side of Centennial Drive and Oakwood, East Peoria, Illinois. The East Peoria facility is approximately five miles from the Peoria facility. ROSEWOOD CARE CENTER OF MOLINE Rosewood Care Center of Moline is owned by Moline Real Estate, Inc. and is operated by Rosewood Care Center, Inc. of Moline. The Moline facility opened May 6, 1990 and is located at 7300 - 34th Avenue, Moline, Illinois 61265 on 34th Avenue two blocks east of Black Hawk College in Moline, Illinois. ITEM 3. LEGAL PROCEEDINGS. There are various lawsuits and regulatory actions pending against the Companies arising in the normal course of business, some of which seek punitive damages. The Companies do not believe that the ultimate resolution of these matters will have a material adverse effect on the Companies' combined financial position or results of operations. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS. Not applicable. 11 12 PART II ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. Not applicable. ITEM 6. SELECTED FINANCIAL DATA. The following table of selected combined financial data should be read in conjunction with the Combined Financial Statements and related Notes thereto included elsewhere in this annual report on Form 10-K.
1993 1994 1995 1996 1997 ---- ---- ---- ---- ---- STATEMENT OF OPERATIONS DATA: Patient Service Revenue: Private........................ $15,083 $16,307 $16,827 $17,079 $17,808 Medicare....................... 5,859 6,632 7,443 9,293 10,142 Medicaid....................... 1,811 1,489 1,495 1,319 1,494 Other Patient Revenues, Net of Expenses 80 76 74 62 76 ------- ------- ------- ------- ------- Total.......................... 22,833 24,504 25,839 27,753 29,520 ------- ------- ------- ------- ------- Facility Expenses................ 13,366 14,278 16,050 18,009 19,976 ------- ------- ------- ------- ------- Income After Facility Expenses... 9,467 10,226 9,789 9,744 9,544 ------- ------- ------- ------- ------- Nonfacility Expenses............. 2,141 2,867 2,772 2,829 2,815 ------- ------- ------- ------- ------- Income Before Incentives......... 5,552 7,359 7,017 6,915 6,729 Incentive Management Fees and Officers' Bonuses.............. (1,528) (2,573) (2,221) (2,167) (2,040) ------- ------- ------- ------- ------- Income From Operations........... 3,414 4,786 4,796 4,748 4,689 ------- ------- ------- ------- ------- Other Income (expenses).......... (1,342) (1,576) (1,447) (1,367) (1,372) ------- ------- ------- ------- ------- Income Before Taxes.............. 2,072 3,210 3,349 3,381 3,317 Income Tax (expense) Benefit..... (299) (346) (336) (306) (270) ------- ------- ------- ------- ------- Net Income ...................... $ 1,773 $ 2,864 $ 3,013 $ 3,075 $ 3,047 ======= ======= ======= ======= ======= OTHER DATA: Net income available for debt service................... $ 6,958 $ 9,075 $ 8,905 $ 8,788 $ 8,479 Debt service coverage ratio.. 2.90x 2.85x 2.81x 2.71x DIVIDENDS DECLARED ................ $ 1,649 $ 2,542 $ 2,819 $ 2,819 $ 2,947 1993 1994 1995 1996 1997 ---- ---- ---- ---- ---- BALANCE SHEET DATA: Current Assets $ 4,197 $ 5,916 $ 5,913 $ 6,960 $ 7,281 Total Assets 27,118 36,478 35,584 34,457 32,847 Current Liabilities 2,689 4,147 4,726 5,136 5,353 Long-Term Debt 23,367 30,947 29,280 27,487 25,560 Stockholders Equity (Deficit) 1,062 1,384 1,578 1,834 1,934 - ------------------------- "Net Income Available for Debt Service" is defined in the loan agreement among the REMIC and the Companies dated as of October 1, 1993. It is calculated for a 12 month period by taking the income from operations and adding non-cash expenditures (depreciation and amortization) and expenses subordinated to annual debt service (management fees, officers' bonuses) and interest income. Calculated by dividing the Net Income Available for Debt Service by the annual debt service on the 7 1/4% First Mortgage Redeemable Bonds due November 1, 2013.
12 13 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. OVERVIEW The Companies' operating strategy focuses on the average daily rate as well as on occupancy levels in order to maximize revenues from the facilities. The Companies principally market their services to private paying patients. Revenues from this market continued to grow in 1997. However, there was a significant decrease in net income during the last fiscal year at the facility in East Peoria, where occupancy decreased appreciably due to administrative turnover and operational difficulties. 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 continues to increase. Revenues and expenses associated with rehabilitative and therapy have continued to increase through June 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. In May 1993, as a result of a change in state policy allowing limited participation in Medicaid, the Companies requested and received certification in the Medicaid program for a distinct number of beds in each facility. The Companies believe this is the most economically desirable participation in the Medicaid program for them. Medicare revenues are expected to remain at substantially the level experienced in fiscal year 1997. Private patient revenues continue to represent the major share of all patient service revenues. All of the Companies currently participate in one or more managed care programs. The Companies are negotiating with third parties and expect to enter into additional managed care contracts in the future. OPERATING RESULTS YEAR ENDED JUNE 30, 1997 COMPARED TO YEAR ENDED JUNE 30, 1996 Net Revenues. Net revenues increased to $29,520,000 for the year ended June 30, 1997, from $27,753,000 for the same period in 1996, an increase of $1,767,000 or 6.4%. Private pay revenue increased $729,000 from $17,079,000 for the year ended June 30, 1996 to $17,808,000 for the year ended June 30, 1997. Revenue generated from ancillary services for private paying patients decreased $161,000 while revenue from room charges increased $890,000 when compared to the same period last year. Private census has increased from 162,387 patient days for 1996 to 163,148 patient days for the current year ended June 30, 1997. The average room rate for the year ended June 30, 1997 has increased to $108 per day compared to $102 per day for the year ended June 30, 1996. Medicare revenue increased from $9,293,000 for the year ended June 30, 1996 to $10,142,000 for the year ended June 30, 1997, an increase of $849,000 or 9.1%. The Medicare census has decreased from 39,509 patient days for the year ended June 30, 1996 to 38,744 patient days for the year ended June 30, 1997. The increase in revenue is the direct result of an increase in the Companies' Medicare reimbursement rate resulting from the increase in ancillary services provided to residents. Medicaid revenue has increased from $1,319,000 for the year ended June 30, 1996 to $1,494,000 for the year ended June 30, 1997. The increase is the result of 13 14 an increase in patient census from 20,772 patient days for the year ended June 30, 1996 compared to 22,654 patient days for the year ended June 30, 1997. The facilities have received a minor increase of approximately $2 per day in the reimbursement rate paid to the facilities for residents covered by the Medicaid program. The occupancy of the facilities remains strong, with an occupancy rate of 89.2% of available beds for the current year compared to an occupancy rate of 87.7% of available beds for the year ended June 30, 1996. Facility Operating Expense. Facility operating expenses increased to $19,976,000 for the year ended June 30, 1997, (or $88.96 per patient day) from $18,009,000 (or $80.88 per patient day) for the fiscal year ended June 30, 1996, an increase of $1,967,000 (or $8.08 per patient day). Administrative expenses increased $153,000 or 18.0%, from $851,000 for the year ended June 30, 1996 to $1,004,000 for the year ended June 30, 1997. After adjusting for inflation, the majority of the increase can be accounted for by the increase in marketing and advertising, employment ads, professional fees, and telephone. The cost per patient day aggregates $4.47 per patient day for the current fiscal year ended June 30, 1997 compared to $3.82 per patient day for the fiscal year ended June 30, 1996. Employee fringe benefits increased $477,000 when compared to the same period last year. The cost per patient day increased from $7.97 for 1996 to $10.02 for the current fiscal year ended June 30, 1997. The majority of the increase can be accounted for by the increase in payroll taxes, health insurance and the cost of workers' compensation insurance for the year. Payroll taxes increased as a result of the increase in staffing during the current fiscal year, along with an increase in the state unemployment tax rates. Full time employee equivalents aggregated 524 and 497 for 1997 and 1996 respectively. The cost of health insurance increased as a result of an increase in the number of employees covered under the Companies' health insurance programs and an increase in the annual premium cost paid by the Companies. The Companies are members of an association of nursing home operators within the State of Illinois which provides workers' compensation insurance coverage to its members at a substantial savings from that offered by the commercial insurance market. The premiums are based on actuarially determined rates established for the association applied to the actual payroll of the Companies. If during any covered year the claims exceed the estimated premiums, the Companies are required to reimburse the association for those expenditures. The Companies have participated in the program since 1991 and, prior to the current year, have not had the claims exceed the premiums paid to the association, which has resulted in major savings to the Companies in prior years. During the current year, the claims exceeded the premiums paid and the Companies were required to pay an additional premium aggregating $287,000 to cover the cost of the claims filed by employees for work related injuries. Management does not anticipate the claims exceeding the claim fund in the next fiscal year but cannot guarantee that additional payments will not be required in the future. Dietary expenses increased $113,000 or 6.3% compared to the same period last year. The increase is due to an increase in wages of $53,000 and an increase in unprepared food cost of $60,000. The cost per patient day aggregated $8.45 per patient day for the year ended June 30, 1997, compared to $8.08 per patient day for the year ended June 30, 1996. Nursing service increased $572,000 or 8.8% when compared to the same period last year. Nursing payroll has increased $473,000 from $5,803,000 for the prior fiscal year to $6,276,000 for the year ended June 30, 1997. Other nursing 14 15 expenses increased approximately $99,000 when compared to the same period last year which was primarily the result of an increase in the cost of medical supplies. Ancillary services (which is comprised of physical therapy, occupational therapy, speech therapy, drugs and medical supplies), increased $418,000 from $4,560,000 for the year ended June 30, 1996 to $4,978,000 for the year ended June 30, 1997. The increases in cost are the result of the continued increase in therapy utilization by the residents of the facility, which services are primarily covered by Medicare. Plant utilities and maintenance increased from $1,121,000 for the year ended June 30, 1996 to $1,186,000 for the year ended June 30, 1997, an increase of $65,000 or 5.80%. The majority of the increase can be accounted for by the increase in repairs, snow removal and garbage collection. The cost of repairs has increased approximately $38,000 for the current year as a result of maintenance to the heat pump system at three of the facilities. The cost of trash removal has increased $11,000 when compared to the same period last year. This is a result of the continued cost increase for the disposal of medical waste. The balance of the increase can be accounted for by increase in the cost of snow removal due to the harsh winter weather experienced at three of the locations. Housekeeping and laundry expenses increased from $851,000 for the year ended June 30, 1996 to $924,000 for the year ended June 30, 1997, an increase of $73,000 or 8.6%. The cost of payroll has increased $54,000 when compared to the same period last year, with the balance of the increase due to the increase in the cost of housekeeping supplies. Social service and activities has increased from $550,000 for the year ended June 30, 1996 to $646,000 for the year ended June 30, 1997. The increase is the result of staffing increases in the Social Service department at all of the facilities. Nonfacility Expense. Real estate taxes decreased $22,000 when compared to the same period last year. The reduction is the result of a decrease in the real estate assessment of two of the six facilities. Depreciation and amortization are virtually unchanged from the same period last year, increasing only $8,000 over the prior fiscal year. Incentive Fees. Incentive management fees decreased $131,000 when compared to the same period last year as a result of the decrease in the income before incentives of the nursing facilities. Officers' Bonuses. Officers' bonuses were awarded by the sole Director of the Companies in the amount of $192,000 for the current fiscal year, compared to $188,000 for the prior year ended June 30, 1996. Other Income and Expense. Interest income decreased $131,000 when compared to the same period last year as a result of the decrease in the notes receivable outstanding during the year with the affiliated company Rosewood Care Center Holding Co. from $8,056,000 for the year ended June 30, 1996 to $7,034,000 for the year ended June 30, 1997. Interest expense decreased $126,000 compared to the same period last year which is the result of the decrease in long term debt of the facilities. 15 16 Income Taxes. Income taxes decreased $36,000 when compared to the same period last year. The real estate companies are taxed at the individual shareholder level and not the corporate level. A larger portion of the combined revenue of the Companies was sheltered in the real estate companies for the current fiscal year compared to the fiscal year ended June 30, 1996 which results in a decrease in income taxes for the current period. YEAR ENDED JUNE 30, 1996 COMPARED TO YEAR ENDED JUNE 30, 1995 Net Revenues. Net revenues increased to $27,753,000 for the year ended June 30, 1996, from $25,839,000 for the same period in 1995, an increase of $1,914,000 or 7.4%. Private revenue increased $252,000 or 1.5%, which was the result of an increase in the room revenue of $208,000 and a $44,000 increase in ancillary revenue during the 1996 fiscal year. Private census decreased to 162,387 patient days compared to a private census of 170,342 patient days for the fiscal year ended June 30, 1995. The average room rate for the year ended June 30, 1996 increased to $102 per day compared to $96 per day for 1995. Medicare revenue increased $1,850,000 or 24.9%, due to an increase in the Medicare reimbursement rate for the 1996 fiscal year, which was a direct result of the increase in the ancillary services provided to Medicare eligible residents. The Medicare census for the fiscal year ended June 30, 1996, aggregated 39,509 patient days compared to 40,049 for the fiscal year ended June 30, 1995. Medicaid revenue decreased $176,000 or 11.8% when compared to the same period in the 1995 fiscal year. The total patient census aggregated 87.7% of available beds for the fiscal year ended June 30, 1996, compared to 92.2% for the prior fiscal year. Facility Operating Expense. Facility operating expenses increased to $18,009,000 for the period ended June 30, 1996, (or $80.88 per patient day) from $16,050,000 (or $68.74 per patient day) for the fiscal year ended June 30, 1995, an increase of $1,959,000 (or $12.14 per patient day). Administrative expenses decreased $73,000 compared to the same period in the 1995 fiscal year, primarily as a result of a decrease in payroll expense for the 1996 fiscal year. Employee fringe benefit expenses decreased $32,000 compared to the same period for the prior fiscal year. The majority of the decrease was attributable to the decrease in the cost of workmen's compensation insurance. Dietary expenses increased $51,000 or 2.9% compared to the same period for the prior fiscal year, primarily due to inflation. Nursing expenses decreased $38,000 from $6,556,000 for 1995 to $6,518,000 for the year ended June 30, 1996. Nursing payroll expenses increased $303,000 from $5,500,000 for 1995 to $5,803,000 for 1996, while other nursing expenses decreased $341,000 compared to the same period in the prior fiscal year. Ancillary services (comprised of physical therapy, occupational therapy, speech therapy, drugs and medical supplies), increased $1,826,000 compared to the same period in the prior year. The increase in cost was the direct result of the increase in ancillary services billed to Medicare and private pay residents. 16 17 Plant utilities and maintenance expenses increased $97,000 compared to the same period for the prior fiscal year. Housekeeping and laundry expenses increased $37,000 or 4.5% compared to the same period in the prior fiscal year. The majority of the increase was the result of an increase in the cost of supplies for those departments. Social service and activities expenses increased $91,000 or 19.8% compared to the same period for the prior fiscal year. The increase was attributable to an increase in staffing for those departments. Nonfacility Expense. Real estate taxes and insurance increased $36,000, which was the result of an increase in the cost of liability and property insurance of $10,000 and a $26,000 increase in real estate taxes. Depreciation and amortization expense increased $21,000 compared to the same period for the prior fiscal year. The increase was a result of leasehold improvements aggregating $159,000 and $171,000 for the fiscal years ended June 30, 1996 and 1995 respectively. Incentive Fees. Incentive management fees decreased $62,000 compared to the same period for the prior fiscal year as a result of the decrease in the income from operations of the nursing facilities. Incentive management fees are based on the combined performance of the six facilities. Officers' bonuses of $188,000 paid during 1996, compared to $180,000 for 1995, were awarded at the discretion of the Companies' sole director. Other Income and Expense. Interest income decreased $36,000 or 4.2% compared to the same period last year. The decrease was the result of a decrease in notes receivable from $9,332,000 from Rosewood Care Center Holding Co. for 1995 to $8,056,000 for the fiscal year ended June 30, 1996. Interest expense decreased $116,000 compared to the same period for the prior fiscal year, which was the result of the decrease in the outstanding long-term debt. Income Taxes. Income taxes decreased $30,000 while income before income taxes increased $32,000 because the real estate companies' income is taxed at the individual shareholder level and not the corporate level. A larger portion of the combined revenue of the companies was sheltered in the real estate companies for the 1996 fiscal year compared to the prior fiscal year. INFLATIONARY FACTORS The health care industry is labor intensive. General operating expenses related to personnel, such as salaries and employee benefits, as well as expenses of dietary, medical and other supplies, are subject to normal inflationary factors. The Companies' response to such pressures has been to concurrently increase rates charged private paying patients. Any cost increases billed under Medicare are paid for at year-end as a part of the annual cost reimbursement settlement. Reimbursement of increased expenses from Medicaid may lag for up to 18 months. Although the Companies attempt to implement rate increases to compensate for increases in operating expenses, there can be no assurance that the Companies will always be able to do so in the future, which could adversely affect operations. 17 18 LIQUIDITY AND CAPITAL RESOURCES Overview. As of June 30, 1997 the Companies had approximately $2,320,000 in cash and cash equivalents and net working capital of approximately $1,928,000. The increase in cash of $83,000 is the result of cash from operations aggregating $3,932,000, up from $3,174,000 in 1996, cash from investing activities of $867,000 (the majority of which was from payments on notes with Rosewood Care Center Holding Co.) and cash used in financing activities of $4,716,000 (which is comprised of debt retirement aggregating $1,698,000 and payment of dividends aggregating $3,018,000). On October 21, 1993 the Companies refinanced their long term debt with the REMIC which issued $33,000,000 of its 7-1/4% First Mortgage Redeemable Bonds due November 1, 2013. Proceeds from the sale of the bonds were used to pay off the Companies' existing debt with a number of banks and to pay the loan costs, including issuance costs of the bonds. Per the terms of the loan documents, a reserve fund in the form of an irrevocable letter of credit in the amount of approximately $3,130,000 from a commercial bank rated "AA" has been established. The letter of credit is secured by cash and investments of Rosewood Care Center Holding Co. Remaining loan proceeds, net of loan costs, were loaned to an affiliate, Rosewood Care Center Holding Co., under unsecured promissory notes bearing interest at 7-1/4% per annum and having maturities of December 1999. The Companies are not contemplating nor aware of any significant replacement of equipment and property beyond comparable amounts expended in 1996 and 1997 because the facilities are all of recent construction, with an average age of eight years. The Companies believe they have adequate capital for operations and replacements for the coming year and the foreseeable future. Accounts Receivable. Private paying patients are billed monthly at the beginning of the month for that month's routine nursing care charges. Charges for ancillary services are billed monthly in arrears. Accounts receivable from private paying patients decreased to $1,178,000 as of June 30, 1997, compared to $1,257,000 as of June 30, 1996. The amounts allowed for doubtful accounts aggregated $224,000 and $206,000 for 1997 and 1996 respectively, which is 15.9% and 14.1% of the outstanding balances. Accounts receivable from third parties increased to $3,409,000 as of June 30, 1997, compared with $3,001,000 as of June 30, 1996. $1,963,000 of this is due from Medicare for unsettled Medicare Cost Reports filed for the fiscal year ended June 30, 1997, which are subject to audit by the third party payor. $1,623,000 of this amount was received subsequent to the end of the 1997 fiscal year. With the Medicare program facing intense scrutiny and significant cutbacks, the Companies have experienced closer scrutiny of their Medicare cost reports and delays with regard to payment of claims. An additional effect of Medicare's delay has been delay of co-payment amounts received from private payors. Management does not presently anticipate any cash flow shortages during the next fiscal year, despite the increase in the amounts due from Medicare, unless Medicare administration and payment terms significantly further deteriorate. The Companies had no open lines of credit with any financial institution as of June 30, 1997. Governmental funding for health care programs continues to be under pressure. Health care funding was again a prominent issue in the United States Congress during the past year. Proposals continue to be put forth which seek to reduce the costs of the Medicare and Medicaid programs by lowering the utilization of the programs and by controlling costs within the programs. 18 19 In August 1996, Congress passed the Health Insurance Portability and Accountability Act of 1996, which provides favorable changes in tax treatment of long term care insurance. It allows inclusion of long-term insurance in medical savings accounts. Although the Companies believe the legislation will have a favorable impact on the long-term care industry, the full effect is not readily determinable. The Companies can make no assurances as to the ultimate impact of this, or any future health care legislation on the Companies' financial position, results of operations or cash flows. Due to the current national environment surrounding health care, the Companies believe they will experience future problems relating to reimbursement, some of which could have a significant effect on operations. The Companies continue to monitor legislative and other health care developments and will attempt to structure contractual arrangements to minimize the impact of reductions in government reimbursement. However, changes in the reimbursement policies of Medicare and Medicaid as a result of budget cuts by federal and state governments or other legislative actions could have a significant adverse effect on the results of operations and cash flow of the Companies. THE REMIC The REMIC is purely a pass-through entity and has no resources and no operations other than those arising out of the first mortgage loans and the bonds. All of the payments on the first mortgage loans are used to pay the obligations on the 7 1/4% First Mortgage Redeemable Bonds due November 1, 2013. All expenses of the offering and the administration of the Trust Indenture executed as of October 1, 1993 pursuant to which the bonds were issued are the responsibility of the Companies. 19 20 ITEM 8. COMBINED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. 1. ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION Report of Rubin, Brown, Gornstein & Co. 21 Balance Sheet 22 Statement of Operations 23 Statement of Cash Flows 24 Notes to Financial Statements 25 2. ROSEWOOD CARE CENTER 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. Report of Rubin, Brown, Gornstein & Co. 30 Combined Balance Sheet 31 Combined Statement of Operations 33 Combined Statement of Stockholders' Equity 34 Combined Statement of Cash Flows 35 Notes to Combined Financial Statements 36 3. ROSEWOOD CARE CENTER COMPANIES FINANCIAL STATEMENT SCHEDULE Report of Rubin, Brown, Gornstein & Co. LLP 51 Schedule VIII Valuation and Qualifying Accounts 52 20 21 [Letterhead of RBG&CO.] INDEPENDENT AUDITORS' REPORT To the Board of Directors and Stockholders of Rosewood Care Centers Capital Funding Corporation We have audited the accompanying balance sheet of Rosewood Care Centers Capital Funding Corporation as of June 30, 1996 and 1997 and the statements of operations and cash flows for the years ended June 30, 1995, 1996 and 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Rosewood Care Centers Capital Funding Corporation as of June 30, 1996 and 1997 and the results of its operations and cash flows for the years ended June 30, 1995, 1996 and 1997, in conformity with generally accepted accounting principles. /s/ Rubin, Brown, Gornstein & Co. LLP September 12, 1997 21 22 ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION - ------------------------------------------------------------------------------------ BALANCE SHEET (DOLLARS IN THOUSANDS)
ASSETS JUNE 30, ---------------------------- 1996 1997 ---------------------------- Cash and cash equivalents $ 262 $ 1 Mortgage notes receivable, Rosewood Companies 29,280 27,581 Accrued interest receivable -- 167 - ------------------------------------------------------------------------------------ $ 29,542 $ 27,749 ==================================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES First Mortgage Redeemable Bonds $ 29,363 $ 27,581 Accrued expenses 178 167 - ------------------------------------------------------------------------------------ TOTAL LIABILITIES 29,541 27,748 STOCKHOLDERS' EQUITY Common stock: Authorized 30,000 shares of $1 par value; issued and outstanding 1,000 shares at issue price 1 1 - ------------------------------------------------------------------------------------ $ 29,542 $ 27,749 ==================================================================================== - ------------------------------------------------------------------------------------ See the accompanying notes to financial statements.
22 23 ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION - ------------------------------------------------------------------------------------------- STATEMENT OF OPERATIONS (DOLLARS IN THOUSANDS)
FOR THE YEARS ENDED JUNE 30, ----------------------------------------------- 1995 1996 1997 ----------------------------------------------- Interest income $ 2,299 $ 2,183 $ 2,057 Interest expense (2,299) (2,183) (2,057) - ------------------------------------------------------------------------------------------- Net income $ -- $ -- $ -- =========================================================================================== - ------------------------------------------------------------------------------------------- See the accompanying notes to financial statements.
23 24 ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION - -------------------------------------------------------------------------------------------------------- STATEMENT OF CASH FLOWS (DOLLARS IN THOUSANDS)
FOR THE YEARS ENDED JUNE 30, ------------------------------------------------ 1995 1996 1997 ------------------------------------------------ CASH FLOWS FROM OPERATING ACTIVITIES Net income $ -- $ -- $ -- Adjustments to reconcile net income to net cash used in operating activities: Increase in accrued interest receivable -- -- (167) Decrease in accrued expenses (10) (10) (11) - -------------------------------------------------------------------------------------------------------- NET CASH USED IN OPERATING ACTIVITIES (10) (10) (178) CASH FLOWS FROM INVESTMENT ACTIVITIES Repayments of mortgage notes receivable 1,551 1,667 1,699 CASH FLOWS FROM FINANCING ACTIVITIES Repayments of First Mortgage Redeemable Bonds (1,542) (1,657) (1,782) - -------------------------------------------------------------------------------------------------------- DECREASE IN CASH AND CASH EQUIVALENTS (1) -- (261) CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR 263 262 262 - -------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS - END OF YEAR $ 262 $ 262 $ 1 ======================================================================================================== - -------------------------------------------------------------------------------------------------------- See the accompanying notes to financial statements.
24 25 ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS JUNE 30, 1996 AND 1997 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES HISTORY AND NATURE OF ACTIVITY Rosewood Care Centers Capital Funding Corporation was formed as a "single purpose entity" to function as a Real Estate Mortgage Investment Conduit (REMIC). Accordingly, the articles of incorporation restrict the activities to issuance of bonds, making of mortgage loans and related activities. Rosewood Care Centers Capital Funding Corporation (the "REMIC") is the issuer of the First Mortgage Redeemable Bonds. The Bond proceeds were lent to certain Rosewood Care Center real estate companies. The real estate companies are referred to as the "Borrowing Companies." Each of the real estate companies is 100% owned by the two stockholders who own Rosewood Care Centers Capital Funding Corporation in like ratios. ESTIMATES AND ASSUMPTIONS Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. CASH EQUIVALENTS The Company considers all investments purchased with maturities of three months or less to be cash equivalents. INCOME TAXES Although a REMIC is a separate entity for federal income tax purposes, a REMIC is not generally subject to entity-level income taxes. The net income or net loss of a REMIC is reported on the tax returns of the holders of its residual interest who are also the two stockholders of the real estate companies. The Bonds are designated "regular interests" and are generally taxable as debt of the REMIC. - -------------------------------------------------------------------------------- 25 26 ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION - -------------------------------------------------------------------------------- Notes to Financial Statements (Continued) 2. MORTGAGE NOTES RECEIVABLE The mortgage notes evidence the loans in the original amount of $33,000,000 from the REMIC to the real estate companies and are cross collateralized by a security agreement and assignment of management agreement from each facility company and a first mortgage which includes a security interest in fixtures, improvements, and other personal property, assignment of rents and leases, collateral pledge and security agreement and subordination and attornment agreements from each real estate company. In addition, compensation of officers or directors of the real estate companies is subordinated to payments under the loan agreement. The mortgage notes bear interest at 7.25%. The facility companies and the real estate companies are referred to together as the "Companies." The mortgage notes from the real estate companies require monthly principal and interest collections of $260,824 plus an additional annual principal collection of $720,000 for the first seven years, subject to certain conditions in the loan agreement. If all additional annual collections are made, the principal of the mortgage notes will be collected as follows:
ADDITIONAL YEARS ENDING ANNUAL JUNE 30, TOTAL SCHEDULED COLLECTIONS ------------------------------------------------------------------------------------- 1998 $ 2,020,810 $ 1,300,810 $ 720,000 1999 2,071,044 1,351,044 720,000 2000 2,226,282 1,506,282 720,000 2001 2,393,161 1,673,161 720,000 2002 1,821,541 1,821,541 -- Thereafter 17,048,618 17,048,618 -- ------------------------------------------------------------------------------------- $ 27,581,456 $ 24,701,456 $ 2,880,000 =====================================================================================
The Borrowing Companies are required to make the additional annual principal payments up to $720,000 per year to the extent the amount of cash available exceeds net income available for debt service (income from operations plus depreciation and amortization, incentive management fees, interest income, and officer bonuses) for the prior fiscal year less (a) the regular principal and interest payments for that year, (b) the amount necessary to pay income taxes of the obligated companies and their shareholders, (c) any increase in accounts receivable from third party payors, (d) interest income from related parties and (e) the $1,000,000 cash or cash equivalents required to be maintained by the loan agreement. - -------------------------------------------------------------------------------- 26 27 ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION - -------------------------------------------------------------------------------- Notes to Financial Statements (Continued) The failure of any real estate company to meet the required additional annual principal payments is not an event of default, but the deficit is cumulative to the extent any annual payment is less than $720,000. The difference is carried forward, at which time such real estate company is subject to certain covenants which restrict its ability to pay out officer bonuses, dividends and incentive management fees until the additional annual payment, on a cumulative basis, is paid in full. The Loan Agreement also contains certain covenants relating to the consolidation of companies, restrictions on indebtedness, transfers of property, expansion of facilities, and the commingling of funds. Bond issuance costs of $609,000 and underwriter's discount of $841,500 (aggregating $1,450,500) were paid by the REMIC on behalf of the real estate companies from the proceeds of the First Mortgage Redeemable Bonds. The Companies have established with a trustee a 12-month debt service reserve fund consisting of a bank letter of credit for $3,129,889. The trustee is the custodian of the reserve fund. 3. FIRST MORTGAGE REDEEMABLE BONDS The bonds are dated October 21, 1993 and bear interest at 7.25%. The Bonds are secured by first mortgage liens, assignments of rents and leases, collateral pledge and security agreements, subordination and attornment agreements from each real estate company, a security agreement, and assignment of management agreement from each facility company and are scheduled to mature November 1, 2013. However, if all the additional annual payments are made as required, the bonds will be paid in full in July 2009. The application of bond proceeds, tender and purchase of bonds, redemption of bonds and other covenants are defined in the trust indenture. All bond holders receive scheduled monthly principal and interest payments and may receive additional annual principal payments during the first seven years of the bond amortization, if additional annual payments are received on the mortgage notes (See Note 2). - -------------------------------------------------------------------------------- 27 28 ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION - -------------------------------------------------------------------------------- Notes to Financial Statements (Continued) Principal payments in the years subsequent to June 30, 1997 are approximately as follows:
YEARS ENDING ADDITIONAL JUNE 30, TOTAL SCHEDULED ANNUAL ------------------------------------------------------------------------------------- 1998 $ 1,915,050 $ 1,195,050 $ 720,000 1999 2,058,606 1,338,606 720,000 2000 2,212,914 1,492,914 720,000 2001 2,378,790 1,658,790 720,000 2002 1,810,601 1,810,601 -- Thereafter 17,205,495 17,205,495 -- ------------------------------------------------------------------------------------- $ 27,581,456 $ 24,701,456 $ 2,880,000 =====================================================================================
4. STOCKHOLDERS' EQUITY Stockholders' equity consists of the following investments: Larry Vander Maten Revocable Trust $ 750 Darrell Hoefling Revocable Trust 250 ----------------- $ 1,000 =================
Each share of common stock has been designated as a "Certificate of Residual Interest". 5. FAIR VALUE OF FINANCIAL INSTRUMENTS The following methods and assumptions were used to estimate the fair value of each class of financial instruments: CASH AND CASH EQUIVALENTS The carrying amount approximates fair value because of the short maturity of those instruments. - -------------------------------------------------------------------------------- 28 29 ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION - -------------------------------------------------------------------------------- Notes to Financial Statements (Continued) MORTGAGE NOTES RECEIVABLE The fair value of the note receivable is estimated based on discounted future cash flows using current rates at which similar loans would be made to related borrowers for the same remaining maturities. FIRST MORTGAGE REDEEMABLE BONDS The fair value of the Company's first mortgage redeemable bonds is estimated based on discounted future cash flows at the current rates at which the Company could borrow funds with similar terms, degree of risk and remaining maturities. Estimated fair values of the Company's financial instruments, all of which are held for nontrading purposes, are as follows:
1997 ------------------------------------ CARRYING FAIR AMOUNT VALUE ------------------------------------ Mortgage notes receivable $ 27,581,456 $ 26,264,000 First mortgage redeemable bonds 27,581,456 26,264,000
The estimated fair value amounts presented herein have been determined using available market information and appropriate valuation methodologies and are not necessarily indicative of the amounts the Company could realize in a current market exchange. - -------------------------------------------------------------------------------- 29 30 [Letterhead of RBG&CO.] INDEPENDENT AUDITORS' REPORT To the Boards of Directors and Stockholders of Rosewood Care Center Facility Companies Rosewood Real Estate Companies St. Louis, Missouri We have audited the accompanying combined balance sheet of Rosewood Care Center Facility Companies and Real Estate Companies (see Note 1 of Notes to Combined Financial Statements) as of June 30, 1996 and 1997 and the combined statements of operations, stockholders' equity and cash flows for the years ended June 30, 1995, 1996 and 1997. These combined financial statements are the responsibility of the management of the Companies. Our responsibility is to express an opinion on these combined financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the combined financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the combined financial statements referred to in the first paragraph present fairly, in all material respects, the combined financial position of Rosewood Care Center Facility Companies and Real Estate Companies as of June 30, 1996 and 1997 and the combined results of operations and the combined cash flows for the years ended June 30, 1995, 1996 and 1997 in conformity with generally accepted accounting principles. /s/ Rubin, Brown, Gornstein & Co. LLP September 12, 1997 30 31 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES - -------------------------------------------------------------------------------------- COMBINED BALANCE SHEET (DOLLARS IN THOUSANDS) PAGE 1 OF 2
ASSETS JUNE 30, --------------------------- 1996 1997 --------------------------- CURRENT ASSETS Cash and cash equivalents $ 2,237 $ 2,320 Accounts receivable - residents, net of allowance for doubtful accounts of $206 and $224, respectively 1,257 1,178 Accounts receivable - third party payors 3,001 3,409 Interest receivable 326 256 Prepaid insurance and other prepaids 74 43 Deferred income tax benefits 65 75 - -------------------------------------------------------------------------------------- TOTAL CURRENT ASSETS 6,960 7,281 - -------------------------------------------------------------------------------------- PROPERTY, PLANT AND EQUIPMENT Land 943 943 Site improvements 2,101 2,140 Buildings 17,830 17,830 Equipment 3,636 3,702 Leasehold improvements 272 322 - -------------------------------------------------------------------------------------- 24,782 24,937 Less: Accumulated depreciation 6,435 7,370 - -------------------------------------------------------------------------------------- TOTAL PROPERTY, PLANT AND EQUIPMENT 18,347 17,567 - -------------------------------------------------------------------------------------- OTHER ASSETS Notes receivable from Rosewood Care Center Holding Co. 8,056 7,034 Amortizable costs, net 1,094 965 - -------------------------------------------------------------------------------------- TOTAL OTHER ASSETS 9,150 7,999 - -------------------------------------------------------------------------------------- $ 34,457 $ 32,847 ====================================================================================== - -------------------------------------------------------------------------------------- See the accompanying notes to combined financial statements.
31 32 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES - -------------------------------------------------------------------------------------- COMBINED BALANCE SHEET (DOLLARS IN THOUSANDS) PAGE 2 OF 2
LIABILITIES AND STOCKHOLDERS' EQUITY JUNE 30, --------------------------- 1996 1997 --------------------------- CURRENT LIABILITIES Current maturities of long-term debt $ 1,792 $ 2,021 Accounts payable - trade 1,136 1,083 Dividends payable 614 543 Accrued expenses: Salaries and payroll taxes 438 470 Vacation and employee fringes 124 244 Real estate taxes 480 510 Accrued interest -- 167 Management fees - affiliate 464 265 Income taxes 88 50 - -------------------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 5,136 5,353 - -------------------------------------------------------------------------------------- LONG-TERM DEBT Notes payable - Rosewood Care Centers Capital Funding Corporation 29,279 27,581 Less: Current maturities 1,792 2,021 - -------------------------------------------------------------------------------------- TOTAL LONG-TERM DEBT 27,487 25,560 - -------------------------------------------------------------------------------------- STOCKHOLDERS' EQUITY Common stock 65 65 Paid-in capital 481 481 Retained earnings 1,288 1,388 - -------------------------------------------------------------------------------------- TOTAL STOCKHOLDERS' EQUITY 1,834 1,934 - -------------------------------------------------------------------------------------- $ 34,457 $ 32,847 ====================================================================================== - -------------------------------------------------------------------------------------- See the accompanying notes to combined financial statements.
32 33 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES - ----------------------------------------------------------------------------------------------------- COMBINED STATEMENT OF OPERATIONS (DOLLARS IN THOUSANDS)
FOR THE YEARS ENDED JUNE 30, ------------------------------------------ 1995 1996 1997 ------------------------------------------ PATIENT SERVICE REVENUE Private $ 16,827 $ 17,079 $ 17,808 Medicare 7,443 9,293 10,142 Medicaid 1,495 1,319 1,494 Other patient revenues, net of expenses 74 62 76 - ----------------------------------------------------------------------------------------------------- TOTAL PATIENT REVENUES, NET OF EXPENSES 25,839 27,753 29,520 - ----------------------------------------------------------------------------------------------------- FACILITY EXPENSES Administrative expenses 924 851 1,004 Employee fringe benefits 1,806 1,774 2,251 Dietary 1,733 1,784 1,897 Nursing 6,556 6,518 7,090 Ancillary services 2,734 4,560 4,978 Plant utilities and maintenance 1,024 1,121 1,186 Housekeeping and laundry 814 851 924 Social service and activities 459 550 646 - ----------------------------------------------------------------------------------------------------- TOTAL FACILITY EXPENSES 16,050 18,009 19,976 - ----------------------------------------------------------------------------------------------------- INCOME AFTER FACILITY EXPENSES 9,789 9,744 9,544 - ----------------------------------------------------------------------------------------------------- NONFACILITY EXPENSES Real estate taxes and insurance 550 586 564 Base management fees 792 792 792 Illinois Medicaid assessments 394 394 394 Depreciation and amortization 1,036 1,057 1,065 - ----------------------------------------------------------------------------------------------------- TOTAL NONFACILITY EXPENSES 2,772 2,829 2,815 - ----------------------------------------------------------------------------------------------------- INCOME BEFORE INCENTIVES 7,017 6,915 6,729 INCENTIVE MANAGEMENT FEES (2,041) (1,979) (1,848) OFFICERS' BONUSES (180) (188) (192) - ----------------------------------------------------------------------------------------------------- INCOME FROM OPERATIONS 4,796 4,748 4,689 - ----------------------------------------------------------------------------------------------------- OTHER INCOME (EXPENSE) Interest income 852 816 685 Interest expense (2,299) (2,183) (2,057) - ----------------------------------------------------------------------------------------------------- TOTAL OTHER INCOME (EXPENSE) (1,447) (1,367) (1,372) - ----------------------------------------------------------------------------------------------------- INCOME BEFORE INCOME TAXES 3,349 3,381 3,317 INCOME TAX EXPENSE (336) (306) (270) - ----------------------------------------------------------------------------------------------------- NET INCOME $ 3,013 $ 3,075 $ 3,047 ===================================================================================================== - ----------------------------------------------------------------------------------------------------- See the accompanying notes to combined financial statements.
33 34 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES - ------------------------------------------------------------------------------------------------------------------------- COMBINED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED JUNE 30, 1995, 1996 AND 1997 (DOLLARS IN THOUSANDS)
COMMON STOCK TOTAL ---------------------------- PAID-IN RETAINED STOCKHOLDERS' SHARES AMOUNT CAPITAL EARNINGS EQUITY --------------------------------------------------------------------------------- Balance - June 30, 1994 65,000 $ 65 $ 481 $ 838 $ 1,384 Net Income -- -- -- 3,013 3,013 Dividends Declared -- -- -- (2,819) (2,819) - ------------------------------------------------------------------------------------------------------------------------- Balance - June 30, 1995 65,000 65 481 1,032 1,578 Net Income -- -- -- 3,075 3,075 Dividends Declared -- -- -- (2,819) (2,819) - ------------------------------------------------------------------------------------------------------------------------- Balance - June 30, 1996 65,000 65 481 1,288 1,834 Net Income -- -- -- 3,047 3,047 Dividends Declared -- -- -- (2,947) (2,947) - ------------------------------------------------------------------------------------------------------------------------- Balance - June 30, 1997 65,000 $ 65 $ 481 $ 1,388 $ 1,934 ========================================================================================================================= - ------------------------------------------------------------------------------------------------------------------------- See the accompanying notes to combined financial statements.
34 35 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES - ------------------------------------------------------------------------------------------------------------------- COMBINED STATEMENT OF CASH FLOWS (DOLLARS IN THOUSANDS)
FOR THE YEARS ENDED JUNE 30, ------------------------------------------- 1995 1996 1997 ------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 3,013 $ 3,075 $ 3,047 Adjustments to reconcile net income to net cash provided by operating activities: Loss on sale of equipment 2 -- -- Depreciation 903 925 936 Amortization 133 132 129 Change in assets and liabilities: (Increase) decrease in accounts receivable - residents 135 (552) 79 Increase in accounts receivable - third party payors (585) (806) (408) (Increase) decrease in other receivables, prepaids and deferred income tax benefit (60) 26 90 Increase (decrease) in accounts payable - trade 135 481 (53) Increase in accrued salaries, taxes and fringes 45 111 152 Increase (decrease) in accrued real estate taxes 29 (63) 30 Decrease in accrued management fees (30) (73) (199) Increase (decrease) in other payables and accruals 107 (82) 129 - ------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY OPERATING ACTIVITIES 3,827 3,174 3,932 - ------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (171) (159) (155) Net receipts on notes with Rosewood Care Center Holding Co. 24 1,276 1,022 - ------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (147) 1,117 867 - ------------------------------------------------------------------------------------------------------------------- CASH FLOW FROM FINANCING ACTIVITIES Repayments of notes with Rosewood Care Centers Capital Funding (1,551) (1,667) (1,698) Dividends paid (2,642) (2,909) (3,018) - ------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (4,193) (4,576) (4,716) - ------------------------------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (513) (285) 83 CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR 3,035 2,522 2,237 - ------------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS - END OF YEAR $ 2,522 $ 2,237 $ 2,320 =================================================================================================================== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Interest paid $ 2,299 $ 2,183 $ 1,890 Income taxes paid 184 190 313 - ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- See the accompanying notes to combined financial statements.
35 36 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES - -------------------------------------------------------------------------------- NOTES TO COMBINED FINANCIAL STATEMENTS JUNE 30, 1995, 1996 AND 1997 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES REPORTING ENTITY AND OPERATIONS The combined financial statements include the accounts of six facility companies (C Corporations) and their six related real estate companies (S Corporations).
COMMON STOCK ------------------------------------------------------------------- SHARES ---------------------------- ISSUED AND AUTHORIZED OUTSTANDING PAR AMOUNT ------------------------------------------------------------------- FACILITY COMPANIES: Rosewood Care Center, Inc. of - Swansea 100,000 500 No par $ 500 Galesburg 100,000 500 No par 500 Alton 30,000 500 $1 500 Peoria 30,000 500 1 500 East Peoria 30,000 500 1 500 Moline 30,000 500 1 500 REAL ESTATE COMPANIES: Swansea Real Estate, Inc. 30,000 30,000 $1 30,000 Galesburg Real Estate, Inc. 30,000 30,000 1 30,000 Alton Real Estate, Inc. 30,000 500 1 500 Peoria Real Estate, Inc. 30,000 500 1 500 East Peoria Real Estate, Inc. 30,000 500 1 500 Moline Real Estate, Inc. 30,000 500 1 500 ----------------------------------------------------------------------------------------------------------------- 500,000 65,000 $ 65,000 =================================================================================================================
The facility companies are wholly-owned subsidiaries of Rosewood Care Center Holding Co. ("Rosewood Holding Company"). Rosewood Holding Company and the real estate companies are under common control. The facility companies and the real estate companies are referred to together as the "Companies." The real estate companies own the real estate and equipment and lease the facilities to the affiliated facility companies. - -------------------------------------------------------------------------------- 36 37 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES - -------------------------------------------------------------------------------- Notes To Combined Financial Statements (Continued) The facility companies provide convalescent care, long-term care, and rehabilitative services primarily to elderly patients in their facilities in Illinois. Revenues are collected from the patients, their families, their insurance companies or from third party payors. Collections from the state third-party payor are in arrears as a result of budgetary limitations. All material intercompany balances and transactions between the Companies have been eliminated in combining the financial statements. Other similarly owned facility companies and real estate companies have been excluded from these combined statements because they are not borrowers or guarantor companies in connection with mortgage loans from Rosewood Care Centers Capital Funding Corporation. HISTORY OF OPERATIONS AND BUSINESS ACTIVITY Each facility company is licensed as a skilled nursing facility by the state of Illinois.
LOCATION DATE LICENSED ------------------------------------------------------------ Swansea, Illinois October 8, 1987 Galesburg, Illinois December 9, 1987 Alton, Illinois May 15, 1989 Peoria, Illinois June 12, 1989 East Peoria, Illinois April 18, 1989 Moline, Illinois May 6, 1990
ESTIMATES AND ASSUMPTIONS Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. ACCOUNTING BASIS The Companies present their financial statements on the accrual basis in accordance with generally accepted accounting principles and in accordance with the Audit and Accounting Guide, Audits of Providers of Health Care Services, issued by the American Institute of Certified Public Accountants. - -------------------------------------------------------------------------------- 37 38 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES - -------------------------------------------------------------------------------- Notes To Combined Financial Statements (Continued) PATIENT SERVICE REVENUE Patient service revenue is reported at the estimated net realizable amounts from residents, third-party payors and others for services rendered, including estimated retroactive adjustments. Revenue under federal and state third-party payor agreements is subject to audit and retroactive adjustment. Provisions for estimated federal and state third-party payor settlements are provided in the period the related services are rendered. Differences between the estimated amounts accrued and interim and final settlements are reported in operations in the year of settlement. Accounts receivable - third party payor is comprised of amounts due from the state Medicaid and Federal Medicare Program for services provided to residents eligible for participation in those programs. Also included is an estimate for the settlement of the cost report to be submitted for the year ended June 30, 1997. ILLINOIS MEDICAID ASSESSMENT PLAN PAYMENTS Effective July 1, 1993, a nursing home licensing fee of $1.50 per licensed bed day was imposed by the State of Illinois. The nursing home license fee for the years ended June 30, 1997, 1996 and 1995 was $394,200 for each year. PROPERTY, EQUIPMENT AND DEPRECIATION Property and equipment are carried at cost. Depreciation is computed on the straight-line method for financial reporting purposes as follows:
DEPRECIABLE LIVES ----------------- Site improvements 25 years Buildings 40 years Equipment 10 years Leasehold improvements 7 years
- -------------------------------------------------------------------------------- 38 39 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES - -------------------------------------------------------------------------------- Notes To Combined Financial Statements (Continued) AMORTIZABLE COSTS Amortizable costs consist of bond issuance costs of $609,000 and underwriters discount of $841,500 which are being amortized over the term of the bond issue, on the interest method. Amortization expense aggregated $129,120 in 1997 and $131,553 in 1996.
1996 1997 --------------------------------- Amortizable costs $ 1,450,500 $ 1,450,500 Less: Accumulated amortization 356,142 485,262 -------------------------------------------------------------------- $ 1,094,358 $ 965,238 ====================================================================
INCOME TAXES The six facility companies file a consolidated return with Rosewood Holding Company and its other facility companies. Income taxes are allocated to each facility based on its proportionate share of net income. The six real estate companies file separate S Corporation returns. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes (for the facility companies) related primarily to differences between the basis of accounts receivable and property, plant and equipment for financial and income tax reporting. The deferred tax assets represent the future tax return consequences of those differences, which will be deductible when the liabilities are settled. CASH EQUIVALENTS The Companies consider all investments purchased with maturities of three months or less to be cash equivalents. ADVERTISING COSTS Advertising costs are expensed as incurred. - -------------------------------------------------------------------------------- 39 40 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES - -------------------------------------------------------------------------------- Notes To Combined Financial Statements (Continued) 2. RELATED PARTY TRANSACTIONS Related party interest is as follows:
JUNE 30, ------------------------------------ 1996 1997 ------------------------------------ Interest receivable $ 326,352 $ 256,378 ================================================================================================== FOR THE YEARS ENDED JUNE 30, -------------------------------------------------------- 1995 1996 1997 -------------------------------------------------------- Interest income $ 696,599 $ 702,600 $ 574,504 Interest expense 2,298,852 2,182,867 2,057,611
The facility companies pay a management fee to HSM Management Services, Inc., which is 100% owned by Rosewood Holding Company for certain management functions as specified in the management agreements. An annual base fee of $1,100 per licensed bed is payable monthly plus additional incentive fees. Incentive management fees are based on income from the nursing home operations before income taxes and incentive management fees (base income) of the combined group. The combined base income from the nursing home operations is multiplied by, on a graduated basis, various percentages with the maximum percentage of 75% applied to combined base income over $100,000. The base plus incentive management fee is limited to 15% of patient service revenue, by location. Rosewood Holding Company, as licensee, grants the subsidiary facility companies a nonexclusive right to the use of the service mark "Rosewood Care Center" for an annual fee of $3,000 for each location. The total amount paid for 1995, 1996 and 1997 aggregated $18,000 for each year. - -------------------------------------------------------------------------------- 40 41 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES - -------------------------------------------------------------------------------- Notes To Combined Financial Statements (Continued) 3. NOTES RECEIVABLE FROM HOLDING COMPANY At the closing on the issuance of Rosewood Care Centers Capital Funding Corporation's (the REMIC) 7-1/4% First Mortgage Redeemable Bonds due November 1, 2013, $4,369,000 in excess proceeds were loaned to Rosewood Holding Company pursuant to notes to each Borrowing Company bearing interest at 7-1/4% per annum and having maturities of October 1996. Prior to their maturity, these notes were replaced with new notes having the same credit terms and maturing in December 1999. In addition, Rosewood Holding Company delivered notes for outstanding indebtedness to the Borrowing Companies in the aggregate principal amount of $2,686,000. These notes bore interest at 7% and matured December 31, 1997. In December 1993, Rosewood Holding Company obtained a letter of credit which was deposited with the Trustee of the Trust Indenture into the debt service reserve fund for the benefit of holders of the REMIC's 7-1/4% First Mortgage Redeemable Bonds due November 1, 2013. Cash of approximately $3,130,000 which was being held in the debt service reserve fund was then loaned to Rosewood Holding Company pursuant to 3-year notes bearing interest at 7-1/4% per annum. Thereafter, loans of excess cash to Rosewood Holding Company were made pursuant to a series of 3-year notes bearing interest at 7-1/4% per annum. As of June 30, 1994, all of the notes except for the notes signed at the bond closing (totalling $4,369,000) were cancelled and replaced with six (6) new revolving credit notes. As of June 30, 1996, those notes were cancelled and replaced with new revolving credit notes which allow Rosewood Holding Company to borrow, pursuant to the revolving credit notes an aggregate of up to $9,100,000 from the Borrowing Companies. The new revolving credit notes also bear interest at a rate of 7-1/4% per annum and mature December 31, 1999. The outstanding balance of the notes signed at the bond closing was $3,485,000 at June 30, 1996 and $2,841,097 at June 30, 1997. The outstanding balance of the revolving credit notes was $4,570,448 at June 30, 1996 and $4,192,615 at June 30, 1997. All of the notes from Rosewood Holding Company to the Borrowing Companies are pledged to the Trustee under the Trust Indenture as additional collateral security for repayment of the REMIC's 7-1/4% First Mortgage Redeemable Bonds due November 1, 2013. - -------------------------------------------------------------------------------- 41 42 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES - -------------------------------------------------------------------------------- Notes To Combined Financial Statements (Continued) 4. LONG-TERM DEBT Long-term debt consists of:
1996 1997 ------------------------------------- NOTES PAYABLE - RELATED PARTIES: Notes payable - Rosewood Care Centers Capital Funding Corporation, payable in monthly installments of $260,824 plus an additional principal payment of $720,000 due annually on December 1, 1994 through December 1, 2000, interest at 7-1/4% per year, with final payment due November 1, 2013 $ 29,279,548 $ 27,581,456 ===========================================================================================
The notes payable to Rosewood Care Centers Capital Funding Corporation evidence the loans from the REMIC to the real estate companies and are cross collateralized by a security agreement and assignment of management agreement from each facility company and a first mortgage which includes a security interest in fixtures, improvements, and other personal property, assignment of rents and leases, collateral pledge and security agreement and subordination and attornment agreements from each real estate company. In addition, compensation of officers or directors of the real estate companies is subordinated to payments under the loan agreement. The Borrowing Companies will be required to make the additional annual payments up to $720,000 per year to the extent the amount of cash available exceeds net income available for debt service (income from operations plus depreciation and amortization, incentive management fees, interest income, and officer bonuses) for the prior fiscal year less (a) the regular principal and interest payments for that year, (b) the amount necessary to pay income taxes of the Companies as if they were all taxed as C Corporations for income tax purposes, (c) any increase in accounts receivable from third party payors and (d) interest income from related parties. In addition, the Companies are required to maintain a minimum cash balance of $1,000,000. The failure of any real estate company to meet the required additional annual principal payments is not an event of default, but the deficit is cumulative to the extent any annual payment is less than $720,000. The difference is carried forward, at which time such real estate company is subject to certain covenants which restrict its ability to pay out officer bonuses, dividends and incentive management fees until the additional annual payment, on a cumulative basis, is paid in full. - -------------------------------------------------------------------------------- 42 43 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES - -------------------------------------------------------------------------------- Notes To Combined Financial Statements (Continued) The Loan Agreement also contains certain covenants relating to the consolidation of companies, restrictions on indebtedness, transfers of property, expansion of facilities, and the commingling of funds. The Companies have established with a trustee a 12-month debt service reserve fund consisting of a bank letter of credit for $3,129,889. The trustee is the custodian of the reserve fund. The scheduled maturities of long-term debt at June 30, 1997 are as follows:
YEAR AMOUNT ------------------------------------------------ 1998 $ 2,020,810 1999 2,071,044 2000 2,226,282 2001 2,393,161 2002 1,821,541 Thereafter 17,048,618 ------------------------------------------------ $ 27,581,456 ================================================
5. FAIR VALUE OF FINANCIAL INSTRUMENTS The following methods and assumptions were used to estimate the fair value of each class of financial instruments: NOTES RECEIVABLE FROM ROSEWOOD CARE CENTER HOLDING CO. It was not practicable to estimate the fair value of the notes receivable from Rosewood Care Center Holding Co. because of the uncertainty of future cash flows to be paid for interest and principal. Information pertinent to estimating the fair values is disclosed in Note 3. FIRST MORTGAGE REDEEMABLE BONDS The fair value of the Company's first mortgage redeemable bonds is estimated based on discounted future cash flows at the current rates at which the Company could borrow funds with similar terms, degree of risk and remaining maturities. - -------------------------------------------------------------------------------- 43 44 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES - -------------------------------------------------------------------------------- Notes To Combined Financial Statements (Continued) Estimated fair values of the Company's financial instruments, all of which are held for nontrading purposes, are as follows:
1997 ---------------------------------------- CARRYING FAIR AMOUNT VALUE ---------------------------------------- Notes receivable from Rosewood Care Center Holding Co. $ 7,033,712 Not estimated Long-term debt 27,581,456 $ 26,264,000
The estimated fair value amounts presented herein have been determined using available market information and appropriate valuation methodologies and are not necessarily indicative of the amounts the Company could realize in a current market exchange. 6. INCOME TAXES Income tax expense (benefit) consists of:
1995 1996 1997 ------------------------------------------------------------ Computed expected tax expense $ 1,138,700 $ 973,700 $ 1,104,800 State income taxes 201,000 171,800 199,000 Portion of "expected" tax on S Corporation earnings for which tax will be paid at the individual level (1,003,700) (839,500) (1,033,800) -------------------------------------------------------------------------------------------------------- Income taxes $ 336,000 $ 306,000 $ 270,000 ======================================================================================================== Current $ 343,500 $ 333,300 $ 274,500 Deferred (7,500) (27,300) (4,500) -------------------------------------------------------------------------------------------------------- $ 336,000 $ 306,000 $ 270,000 ========================================================================================================
FACILITY COMPANIES The facility companies provide for deferred taxes on temporary differences between amounts reported for financial statement and income tax purposes of the facility companies, which are taxed under Subchapter C of the Internal Revenue Code of 1986. The estimated tax effect of each temporary difference is as follows: - -------------------------------------------------------------------------------- 44 45 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES - -------------------------------------------------------------------------------- Notes To Combined Financial Statements (Continued)
1996 1997 -------------------------------- Allowance for doubtful accounts $ 82,600 $ 89,600 Book versus tax difference between basis of property, plant and equipment 18,100 14,600 -------------------------------------------------------------------------------- $ 64,500 $ 75,000 ================================================================================
REAL ESTATE COMPANIES The real estate companies do not provide for deferred taxes on temporary differences between financial statement and income tax depreciation expense on the real estate companies which are taxed under Subchapter S of the Internal Revenue Code of 1986. The shorter recovery periods, as prescribed by tax law, which result in lower taxable income, pass through to the individual shareholder level. Income of the real estate companies is taxed at the individual shareholder level and not at the corporate level. 7. DIVIDENDS Dividends declared were as follows:
1996 1997 ------------------------------------- ---------------------------------------- PER SHARE AGGREGATE PER SHARE AGGREGATE ------------------------------------------------------------------------------- FACILITY COMPANIES: Rosewood Care Center, Inc. of: Swansea $ 185.80 $ 92,900 $ 209.20 $ 104,600 Galesburg 94.20 47,100 102.80 51,400 Alton 227.60 113,800 225.20 112,600 Peoria 122.00 61,000 90.00 45,000 Moline 136.20 68,100 166.00 83,000 East Peoria 8.60 4,300 -- -- REAL ESTATE COMPANIES: Swansea Real Estate, Inc. 15.05 451,400 17.23 516,800 Galesburg Real Estate, Inc. 13.54 406,100 15.78 473,400 Alton Real Estate, Inc. 1,037.20 518,600 1,074.60 537,300 Peoria Real Estate, Inc. 795.80 397,900 671.80 335,900 East Peoria Real Estate, Inc. 474.00 237,000 403.20 201,600 Moline Real Estate, Inc. 842.40 421,200 971.40 485,700 ----------------- ----------------- $ 2,819,400 $ 2,947,300 ================= =================
- -------------------------------------------------------------------------------- 45 46 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES - -------------------------------------------------------------------------------- Notes To Combined Financial Statements (Continued) 8. 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 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 not adequately covered by insurance or which 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. 9. SUMMARIZED COMBINING FINANCIAL INFORMATION Summarized condensed combining financial information for the facility companies and the real estate companies is as follows: Balance sheet information (Dollars in thousands):
REAL FACILITY ESTATE COMBINED COMPANIES COMPANIES ELIMINATIONS COMPANIES ------------------------------------------------------------------------- JUNE 30, 1996 Current assets $ 6,626 $ 930 $ (596) $ 6,960 Noncurrent assets 1,944 29,991 (4,438) 27,497 ---------------------------------------------------------------------------------------------------------------- Total assets $ 8,570 $ 30,921 $ (5,034) $ 34,457 ================================================================================================================ Current liabilities $ 3,396 $ 2,335 $ (596) $ 5,136 Noncurrent liabilities 4,439 27,487 (4,438) 27,487 ---------------------------------------------------------------------------------------------------------------- Total liabilities 7,835 29,822 (5,034) 32,623 Stockholders' equity 735 1,099 -- 1,834 ---------------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $ 8,570 $ 30,921 $ (5,034) $ 34,457 ================================================================================================================
- -------------------------------------------------------------------------------- 46 47 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES - -------------------------------------------------------------------------------- Notes To Combined Financial Statements (Continued)
REAL FACILITY ESTATE COMBINED COMPANIES COMPANIES ELIMINATIONS COMPANIES ------------------------------------------------------------------------- JUNE 30, 1997 Current assets $ 6,749 $ 842 $ (310) $ 7,281 Noncurrent assets 2,347 28,546 (5,327) 25,566 ---------------------------------------------------------------------------------------------------------------- Total assets $ 9,096 $ 29,388 $ (5,637) $ 32,847 ================================================================================================================ Current liabilities $ 2,994 $ 2,669 $ (310) $ 5,353 Noncurrent liabilities 5,327 25,560 (5,327) 25,560 ---------------------------------------------------------------------------------------------------------------- Total liabilities 8,321 28,229 (5,637) 30,913 Stockholders' equity 775 1,159 -- 1,934 ---------------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $ 9,096 $ 29,388 $ (5,637) $ 32,847 ================================================================================================================
Statement of Operations information (Dollars in thousands):
REAL FACILITY ESTATE COMBINED COMPANIES COMPANIES ELIMINATIONS COMPANIES --------------------------------------------------------------------------- YEAR ENDED JUNE 30, 1995 Gross revenues $ 25,839 $ 5,342 $ (5,342) $ 25,839 Costs and expenses (25,118) (1,267) 5,342 (21,043) ------------------------------------------------------------------------------------------------------------------ Income from operations 721 4,075 -- 4,796 Other expenses (288) (1,495) -- (1,783) ------------------------------------------------------------------------------------------------------------------ Net income $ 433 $ 2,580 $ -- $ 3,013 ================================================================================================================== YEAR ENDED JUNE 30, 1996 Gross revenues $ 27,753 $ 5,302 $ (5,302) $ 27,753 Costs and expenses (26,997) (1,310) 5,302 (23,005) ------------------------------------------------------------------------------------------------------------------ Income from operations 756 3,992 -- 4,748 Other expenses (310) (1,363) -- (1,673) ------------------------------------------------------------------------------------------------------------------ Net income $ 446 $ 2,629 $ -- $ 3,075 ================================================================================================================== YEAR ENDED JUNE 30, 1997 Gross revenues $ 29,520 $ 5,211 $ (5,211) $ 29,520 Costs and expenses (28,767) (1,275) 5,211 (24,831) ------------------------------------------------------------------------------------------------------------------ Income from operations 753 3,936 -- 4,689 Other expenses (317) (1,325) -- (1,642) ------------------------------------------------------------------------------------------------------------------ Net income $ 436 $ 2,611 $ -- $ 3,047 ==================================================================================================================
- -------------------------------------------------------------------------------- 47 48 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES - -------------------------------------------------------------------------------- Notes To Combined Financial Statements (Continued) Statement of Cash Flows Information (Dollars in thousands):
REAL FACILITY ESTATE COMBINED COMPANIES COMPANIES ELIMINATIONS COMPANIES ---------------------------------------------------------------------- YEAR ENDED JUNE 30, 1995: CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 433 $ 2,580 $ -- $ 3,013 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Loss on sale of equipment -- 2 -- 2 Depreciation and amortization 16 1,020 -- 1,036 Change in assets and liabilities: Decrease in accounts receivable - residents 135 -- -- 135 Increase in accounts receivable - third party payors (585) -- -- (585) (Increase) decrease in other receivables and prepaids 261 276 (597) (60) Increase in accrued management fees (30) -- -- (30) Increase (decrease) in accounts payable and other accrued expenses (265) (16) 597 316 ---------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (35) 3,862 -- 3,827 ---------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (127) (44) -- (171) Net (advances) payments on notes with Rosewood Care Holding Co. -- 24 -- 24 ---------------------------------------------------------------------------------------------------------------------- NET CASH USED IN INVESTING ACTIVITIES (127) (20) -- (147) ---------------------------------------------------------------------------------------------------------------------- CASH FLOW FROM FINANCING ACTIVITIES Repayments of notes -- (1,551) -- (1,551) Dividends paid (356) (2,286) -- (2,642) ---------------------------------------------------------------------------------------------------------------------- NET CASH USED IN FINANCING ACTIVITIES (356) (3,837) -- (4,193) ---------------------------------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (518) 5 -- (513) CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR 3,029 6 -- 3,035 ---------------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS - END OF YEAR $ 2,511 $ 11 $ -- $ 2,522 ======================================================================================================================
- -------------------------------------------------------------------------------- 48 49 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES - -------------------------------------------------------------------------------- Notes To Combined Financial Statements (Continued)
REAL FACILITY ESTATE COMBINED COMPANIES COMPANIES ELIMINATIONS COMPANIES ----------------------------------------------------------------------- YEAR ENDED JUNE 30, 1996: CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 446 $ 2,629 $ -- $ 3,075 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 34 1,023 -- 1,057 Change in assets and liabilities: Decrease in accounts receivable - residents (552) -- -- (552) Increase in accounts receivable - third party payors (806) -- -- (806) (Increase) decrease in other receivables and prepaids (3) 625 (596) 26 Increase in accrued management fees (73) -- -- (73) Increase (decrease) in accounts payable and other accrued expenses (149) -- 596 447 ----------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (1,103) 4,277 -- 3,174 ----------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (80) (79) -- (159) Net (advances) payments on notes with Rosewood Care Holding Co. 1,396 (120) -- 1,276 ----------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 1,316 (199) -- 1,117 ----------------------------------------------------------------------------------------------------------------------- CASH FLOW FROM FINANCING ACTIVITIES Repayments of notes -- (1,667) -- (1,667) Dividends paid (498) (2,411) -- (2,909) ----------------------------------------------------------------------------------------------------------------------- NET CASH USED IN FINANCING ACTIVITIES (498) (4,078) -- (4,576) ----------------------------------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (285) -- -- (285) CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR 2,511 11 -- 2,522 ----------------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS - END OF YEAR $ 2,226 $ 11 $ -- $ 2,237 ======================================================================================================================= - -------------------------------------------------------------------------------- 49 50 ROSEWOOD CARE CENTER FACILITY COMPANIES AND REAL ESTATE COMPANIES - -------------------------------------------------------------------------------- Notes To Combined Financial Statements (Continued)
REAL FACILITY ESTATE COMBINED COMPANIES COMPANIES ELIMINATIONS COMPANIES ---------------------------------------------------------------------- YEAR ENDED JUNE 30, 1997: CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 436 $ 2,611 $ -- $ 3,047 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 45 1,020 -- 1,065 Change in assets and liabilities: Decrease in accounts receivable - residents 79 -- -- 79 Increase in accounts receivable - third party payors (408) -- -- (408) (Increase) decrease in other receivables and prepaids 24 352 (286) 90 Decrease in accrued management fees (199) -- -- (199) Increase (decrease) in accounts payable and other accrued expenses (200) 172 286 258 ---------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (223) 4,155 -- 3,932 ---------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (50) (105) -- (155) Net (advances) receipts on notes with affiliates 491 (491) -- -- Net receipts on notes with Rosewood Care Holding Co. -- 1,022 -- 1,022 ---------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY INVESTING ACTIVITIES 441 426 -- 867 ---------------------------------------------------------------------------------------------------------------------- CASH FLOW FROM FINANCING ACTIVITIES Repayments of notes -- (1,698) -- (1,698) Dividends paid (400) (2,618) -- (3,018) ---------------------------------------------------------------------------------------------------------------------- NET CASH USED IN FINANCING ACTIVITIES (400) (4,316) -- (4,716) ---------------------------------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (182) 265 -- 83 CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR 2,226 11 -- 2,237 ---------------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS - END OF YEAR $ 2,044 $ 276 $ -- $ 2,320 ====================================================================================================================== - -------------------------------------------------------------------------------- 50 51 INDEPENDENT AUDITORS' REPORT Board of Directors Rosewood Care Center Facility and Real Estate Companies St. Louis, Missouri We have audited, in accordance with generally accepted auditing standards, the combined financial statements of Rosewood Care Center Facility Companies and Real Estate Companies as of June 30, 1996 and 1997 and for each of three years in the period ended June 30, 1995, 1996 and 1997, and have issued our report thereon dated September 12, 1997. The combined financial statement schedules are the responsibility of the Company's management and are presented for the purpose of complying with Securities and Exchange Commission's rules and are not part of the combined financial statements. These schedules have been subjected to the auditing procedures applied in the audit of the combined financial statements and, in our opinion, presents fairly in all material respects the financial data required to be set forth herein in relation to the combined financial statements taken as a whole. /s/ Rubin, Brown, Gornstein & Co. LLP RUBIN, BROWN, GORNSTEIN & CO. LLP St. Louis, Missouri September 12, 1997 - -------------------------------------------------------------------------------- 51 52
ROSEWOOD CARE CENTER FACILITIES COMPANIES AND REAL ESTATE COMPANIES - ------------------------------------------------------------------------------------------------------------------------- Schedule VIII Reg S-X210.12-09
VALUATION AND QUALIFYING ACCOUNTS (DOLLARS IN THOUSANDS) A B C D E - ------------------------------------------------------------------------------------------------------------------------- ADDITIONS ------------------------------- CHARGED BALANCE AT CHARGED TO TO OTHER BALANCE AT BEGINNING COSTS AND ACCOUNTS - DEDUCTIONS - END OF DESCRIPTION OF PERIOD EXPENSES DESCRIBE DESCRIBE PERIOD - ------------------------------------------------------------------------------------------------------------------------- YEAR ENDED JUNE 30, 1995: Allowance for doubtful accounts $ 102 $ 18 $ -- $ -- $ 120 ========================================================================================================================= YEAR ENDED JUNE 30, 1996: Allowance for doubtful accounts $ 120 $ 86 $ -- $ -- $ 206 ========================================================================================================================= YEAR ENDED JUNE 30, 1997: Allowance for doubtful accounts $ 206 $ 18 $ -- $ -- $ 224 =========================================================================================================================
- -------------------------------------------------------------------------------- 52 53 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. There were no changes in or disagreements with accountants on accounting and financial disclosures during the fiscal year ended June 30, 1997. PART III ITEM 10. DIRECTORS AND OFFICERS OF THE COMPANY The following table lists the directors and executive officers of the REMIC and each of the Companies, their ages and their positions. The director serves for a term of one year. Each executive officer serves at the pleasure of the director.
Name Age Position with the Issuer ---- --- ------------------------ Larry D. Vander Maten 51 Director, President and Principal Financial and Accounting Officer Darrell D. Hoefling 47 Vice President Louis Netemeyer 50 Controller, Secretary and Treasurer
MR. VANDER MATEN is a founder and principal shareholder (through his trust or his family limited partnership) of the REMIC and the Companies. Mr. Vander Maten is actively involved in related companies in which Mr. Vander Maten, his trust or his family limited partnership is the principal shareholder. Such businesses have the same management as and operate substantially similar businesses or businesses closely related to that of the Companies. Mr. Vander Maten also serves on the Board of Directors of Charlestown, a life care retirement community in Baltimore, Maryland and Henry Ford Village, a life care retirement community in Dearborn, Michigan. MR. HOEFLING is Vice President of the REMIC and has been Vice President of Operations of the Companies and the affiliated Rosewood companies since 1985. He is a shareholder (through his trust or his family limited partnership) of the Companies and all affiliated Rosewood companies. MR. NETEMEYER has been Controller, Secretary and Treasurer of the REMIC since its formation and of the Companies since 1985. ITEM 11. EXECUTIVE COMPENSATION. The REMIC has no employees and pays no salaries to its officers. The Companies also do not regularly pay salaries to any officers. The regular compensation of the executive officers for services rendered to the Companies is paid by HSM Management, pursuant to the Management Agreements or the Administrative Services Agreements. Currently, HSM Management pays all such compensation in the form of cash. Except for any incentive compensation which may be paid to Messrs. Vander Maten and Hoefling, all such compensation is paid from the base management fee payable to HSM Management pursuant to the Management Agreements. 53 54 THE FOLLOWING TABLE SETS FORTH CERTAIN INFORMATION WITH RESPECT TO THE ANNUAL COMPENSATION PAID OR ACCRUED FOR FISCAL YEAR ENDED JUNE 30, 1997 TO THE CHIEF EXECUTIVE OFFICER OF THE REMIC AND THE COMPANIES AND TO THE ONLY OTHER EXECUTIVE OFFICER WHOSE TOTAL SALARY EXCEEDED $100,000 DURING SUCH FISCAL YEAR.
Name and Principal Position Salary Bonus - --------------------------- ------ ----- Larry D. Vander Maten President $323,000 $144,000 Darrell D. Hoefling Vice President $231,000 $ 48,000 - ---------------------- Represents amounts paid to Messrs. Vander Maten and Hoefling by HSM Management. These amounts are allocated by HSM Management based on the number of facilities that HSM Management manages for the Companies and their affiliates and the value rendered to individual facilities. Paid by the Companies.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. The following table sets forth the shares of the REMIC and the Companies beneficially owned by each person who is the beneficial owner of more than 5% of the outstanding shares. All of the shares set forth in the following table are subject to an agreement between the shareholders restricting transfer of the shares. Each person named in the table has sole voting and investment power with respect to all shares shown in the table as being owned by such person. There are no arrangements known to the REMIC or the Companies which may, at a subsequent date, result in change in control of the REMIC or the Companies.
Percent Type of Stock Name and Address of Owner of Ownership - ------------- ------------------------- ------------ Common Stock Larry D. Vander Maten, as Trustee of Larry D. Vander Maten Revocable Trust 75% Or Vander Maten Family Limited Partnership, 11701 Borman Drive, Suite 315 St. Louis, Missouri 63146 Common Stock Darrell D. Hoefling, as Trustee of Darrell D. Hoefling Revocable Trust 25% Or Hoefling Family Limited Partnership 11701 Borman Drive, Suite 315 St. Louis, Missouri 63146
54 55 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. During 1997 and 1996 the Companies loaned excess cash to an affiliate, Rosewood Care Center Holding Co., pursuant to certain promissory notes. Rosewood Care Center Holding Co. is owned 75% by Mr. Vander Maten's family limited partnership and 25% by Mr. Hoefling's family limited partnership. Mr. Vander Maten and Mr. Hoefling through their respective controlled corporations act as general partner of their respective limited partnerships. Mr. Vander Maten is the president and sole director and Mr. Hoefling is the vice president of Rosewood Care Center Holding Co. The highest amount of such indebtedness by Rosewood Care Center Holding Co. to the Companies during 1997 and 1996 was $9,571,000 and $10,953,000 respectively. At June 30, 1997 and 1996, the amount of such indebtedness of Rosewood Care Center Holding Co. to the Companies was $7,033,712 and $8,055,448 respectively. At the closing on the issuance of the REMIC's 7 1/4% First Mortgage Redeemable Bonds due November 1, 2013, $4,369,000 in excess proceeds were loaned to Rosewood Care Center Holding Co. pursuant to notes to each Borrowing Company bearing interest at 7 1/4% per annum and having maturities of October 1997. As of June 30, 1996, when the remaining balance of the notes aggregated $3,485,000, the original notes were cancelled and replaced with notes bearing interest at 7 1/4% per annum and due December 31, 1999. At June 30, 1997, the remaining balance of the notes aggregated $2,841,097. In December 1993, Rosewood Care Center Holding Co. obtained a letter of credit which was deposited with the Trustee of the Trust Indenture into the debt service reserve fund for the benefit of holders of the REMIC's 7 1/4% First Mortgage Redeemable Bonds due November 1, 2013. Cash of approximately $3,130,000 which was being held in the debt service reserve fund was then loaned to Rosewood Care Center Holding Co. pursuant to 3 year notes bearing interest at 7 1/4% per annum. Subsequently, the notes aggregating approximately $3,130,000 were cancelled and replaced with revolving credit notes to allow additional amounts of excess cash to be loaned to Rosewood Care Center Holding Co. without the necessity of continuously revising or executing new promissory notes. As of June 30, 1996 outstanding notes were cancelled and replaced with six (6) new revolving credit notes which allow Rosewood Care Center Holding Co. to borrow, pursuant to the revolving credit notes, an aggregate up to $9,100,000 from the borrowing companies. The notes bear interest at 7-1/4% per annum and are due December 31, 1999. The balance outstanding for the revolving credit notes aggregated $4,192,615 as of June 30, 1997. All of the notes from Rosewood Care Center Holding Co. to the Borrowing Companies are pledged to the Trustee under the Trust Indenture as additional collateral security for repayment of the REMIC's 7 1/4% First Mortgage Redeemable Bonds due November 1, 2013. 55 56 The Guarantors incurred expenses for management fees to HSM Management during the year ended June 30, 1997 and 1996 of approximately $2,640,352 and $2,771,222 for services rendered during the 1997 and 1996 fiscal year respectively. HSM Management is a wholly owned subsidiary of Rosewood Care Center Holding Co. Mr. Vander Maten and Mr. Hoefling are the President and Vice President respectively of HSM Management and Mr. Vander Maten is HSM Management's sole director. At June 30, 1997 and 1996, $265,000 and $464,000, respectively, of such fees were unpaid. All such accrued fees were paid subsequent to the end of the 1997 and 1996 fiscal years. Pursuant to the management agreements entered into as of October 21, 1993, the bond issue date, it was anticipated that the Guarantors would, from time to time, accrue a portion of the incentive management fees and thus be indebted to the management company until such amounts were paid. Under the loan documents, payment of the management fees is subordinated and any note given to the management company for incentive management fees must be subordinated to payment of the bonds and preclude remedial action against the Companies until the bonds are paid in full. The management agreements entered into at the time of the bond issuance continue in full force and effect. HSM Management pays the compensation of persons who render management services to the Guarantors. Such compensation is paid from the base management fee payable pursuant to the management agreements. In the last fiscal year, HSM Management allocated $323,000 and $231,000 as the compensation paid to Messrs. Vander Maten and Hoefling, respectively, relating to services rendered to the Guarantors. This compensation arrangement is anticipated to continue. Each Guarantor pays an annual license fee of $3,000 to Rosewood Care Center Holding Co. under the terms of a license agreement dated June 30, 1996 under which the Companies are authorized to use the name "Rosewood Care Center". Construction of a 60 bed expansion of the facility at Rosewood Care Center of Galesburg is proceeding as originally planned. The construction is the undertaking of a related company, Galesburg Real Estate II, L.L.C., which is owned 75% by Mr. Vander Maten's family limited partnership and 25% by Mr. Hoefling's family limited partnership. Mr. Vander Maten is the Manager of Galesburg Real Estate II, L.L.C. Galesburg Real Estate II, L.L.C. was granted a long term ground lease and easements by Galesburg Real Estate, Inc., as permitted under the loan documents, for the purpose of facilitating the expansion. The expansion building is connected to the existing Galesburg facility by a corridor. The expansion building is owned by the affiliate Galesburg Real Estate II, L.L.C. but when licensed will be operated by Rosewood Care Center, Inc. of Galesburg and managed by HSM Management. The expansion building may share some special use areas and equipment with the Galesburg facility. However, the Galesburg facility will continue to be able to function as a separate facility. Therefore, if it should become necessary or desirable to sever the expansion building from the Galesburg facility or cease operation of the expansion building, there should be no material adverse effect on the existing Galesburg facility's ability to operate as a complete, separate physical structure. Although any rents or proceeds from the ground lease and easements are encumbered, the ground leases and easements are not encumbered by the mortgage held by the REMIC on the Galesburg facility. The bifurcated ownership structure is required by the loan documents and is intended to shelter bondholders from risks associated with construction. The opening of Galesburg facility expansion is projected for Fall 1997. The expansion of the Alton facility on terms substantially similar to those described above for the Galesburg facility is nearing completion and a Fall 1997 opening is projected. Similar expansion is a possibility at any or all of the remaining facilities. 56 57 The Guarantors are all subsidiaries of and file a consolidated tax return with Rosewood Care Center Holding Co. As of June 30, 1997 and 1996, the Companies owed $50,115 and $88,263, respectively, to Rosewood Care Center Holding Co. as their share of income taxes due and payable in the current year. All such accrued amounts were paid subsequent to the end of the 1997 and 1996 fiscal years. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES & REPORTS ON FORM 8-K (a) 1 AND 2 FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE The financial statements and the financial statement schedule listed in Item 8 in the index to Combined Financial Statements and Supplementary Data are filed as part of this annual report on Form 10-K. (a) 3 EXHIBITS The Exhibits listed in the accompanying index to exhibits are incorporated by reference herein and filed as part of this annual report on Form 10-K. (b) REPORTS ON FORM 8-K No reports on Form 8-K were filed during the fourth quarter. (c) EXHIBITS See the accompanying index to exhibits referenced in Item 14(a)(3) above for a list of exhibits incorporated herein by reference or filed as part of this annual report on Form 10-K. (d) FINANCIAL STATEMENT SCHEDULE See the accompanying index to Combined Financial Statements and Supplementary Data referenced in Item 14(a)1 and 2 above. 57 58 SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT The Registrant has only debt registered under the Securities Act of 1933. No annual report has been or will be sent to security (bond) holders. If any security holder requests information, a copy of this annual report on Form 10-K will be sent to such security holder. 58 59 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: September 24, 1997 /s/ Larry D. Vander Maten ------------------------- Larry D. Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 59 60 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: September 24, 1997 /s/ Larry D. Vander Maten ------------------------- Larry D. Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 60 61 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: September 24, 1997 /s/ Larry D. Vander Maten ------------------------- Larry D. Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 61 62 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: September 24, 1997 /s/ Larry D. Vander Maten ------------------------- Larry D. Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 62 63 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: September 24, 1997 /s/ Larry D. Vander Maten ------------------------- Larry D. Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 63 64 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: September 24, 1997 /s/ Larry D. Vander Maten ------------------------- Larry D. Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 64 65 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: September 24, 1997 /s/ Larry D. Vander Maten ------------------------- Larry D. Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 65 66 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: September 24, 1997 /s/ Larry D. Vander Maten ------------------------- Larry D. Vander Maten President and Director (Principal and Executive Officer and Principal Financial and Accounting Officer) 66 67 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: September 24, 1997 /s/ Larry D. Vander Maten -------------------------- Larry D. Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 67 68 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: September 24, 1997 /s/ Larry D. Vander Maten ------------------------- Larry D. Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 68 69 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: September 24, 1997 /s/ Larry D. Vander Maten ------------------------- Larry D. Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 69 70 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: September 24, 1997 /s/ Larry D. Vander Maten ------------------------- Larry D. Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 70 71 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: September 24, 1997 /s/ Larry D. Vander Maten ------------------------- Larry D. Vander Maten President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) 71 72 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 - ------ ----------- 3.1 Reference is made to the Amended and Restated Articles of Incorporation of Rosewood Care Centers Capital Funding Corporation filed on September 28, 1994 as Exhibit 3.1 of the Form 10-K of Registrants. 3.2 Reference is made to the Amended and Restated Articles of Incorporation of Rosewood Care Center, Inc. of Swansea filed on September 28, 1994 as Exhibit 3.2 of the Form 10-K of Registrants. 3.3 Reference is made to the Amended and Restated Articles of Incorporation of Rosewood Care Center, Inc. of Galesburg filed on September 28, 1994 as Exhibit 3.3 of the Form 10-K of Registrants. 3.4 Reference is made to the Amended and Restated Articles of Incorporation of Rosewood Care Center, Inc. of East Peoria filed on September 28, 1994 as Exhibit 3.4 of the Form 10-K of Registrants. 3.5 Reference is made to the Amended and Restated Articles of Incorporation of Rosewood Care Center, Inc. of Peoria filed on September 28, 1994 as Exhibit 3.5 of the Form 10-K of Registrants. 3.6 Reference is made to the Amended and Restated Articles of Incorporation of Rosewood Care Center, Inc. of Alton filed on September 28, 1994 as Exhibit 3.6 of the Form 10-K of Registrants. 3.7 Reference is made to the Amended and Restated Articles of Incorporation of Rosewood Care Center, Inc. of Moline filed on September 28, 1994 as Exhibit 3.7 of the Form 10-K of Registrants. 3.8 Reference is made to the Amended and Restated Articles of Incorporation of Swansea Real Estate, Inc. filed on September 28, 1994 as Exhibit 3.8 of the Form 10-K of Registrants. 3.9 Reference is made to the Amended and Restated Articles of Incorporation of Galesburg Real Estate, Inc. filed on September 28, 1994 as Exhibit 3.9 of the Form 10-K of Registrants. 3.10 Reference is made to the Amended and Restated Articles of Incorporation of East Peoria Real Estate, Inc. filed on September 28, 1994 as Exhibit 3.10 of the Form 10-K of Registrants. 3.11 Reference is made to the Amended and Restated Articles of Incorporation of Peoria Real Estate, Inc. filed on September 28, 1994 as Exhibit 3.11 of the Form 10-K of Registrants. 3.12 Reference is made to the Amended and Restated Articles of Incorporation of Alton Real Estate, Inc. filed on September 28, 1994 as Exhibit 3.12 of the Form 10-K of Registrants. 72 73 3.13 Reference is made to the Amended and Restated Articles of Incorporation of Moline Real Estate, Inc. filed on September 28, 1994 as Exhibit 3.13 of the Form 10-K of Registrants. 3.14 Reference is made to the Bylaws of Rosewood Care Centers Capital Funding Corporation filed on July 13, 1993 as Exhibit 3.14 of the Registration Statement of Registrants (No. 33-65948) declared effective October 14, 1993. 3.15 Reference is made to the Bylaws of Rosewood Care Center, Inc. of Swansea filed on July 13, 1993 as Exhibit 3.15 of the Registration Statement of Registrants (No. 33-65948) declared effective October 14, 1993. 3.16 Reference is made to the Bylaws of Rosewood Care Center, Inc. of Galesburg filed on July 13, 1993 as Exhibit 3.16 of the Registration Statement of Registrants (No. 33-65948) declared effective October 14, 1993. 3.17 Reference is made to the Bylaws of Rosewood Care Center, Inc. of East Peoria filed on July 13, 1993 as Exhibit 3.17 of the Registration Statement of Registrants (No. 33-65948) declared effective October 14, 1993. 3.18 Reference is made to the Bylaws of Rosewood Care Center, Inc. of Peoria filed on July 13, 1993 as Exhibit 3.18 of the Registration Statement of Registrants (No. 33-65948) declared effective October 14, 1993. 3.19 Reference is made to the Bylaws of Rosewood Care Center, Inc. of Alton filed on July 13, 1993 as Exhibit 3.19 of the Registration Statement of Registrants (No. 33-65948) declared effective October 14, 1993. 3.20 Reference is made to the Bylaws of Rosewood Care Center, Inc. of Moline filed on July 13, 1993 as Exhibit 3.20 of the Registration Statement of Registrants (No. 33-65948) declared effective October 14, 1993. 3.21 Reference is made to the Bylaws of Swansea Real Estate, Inc. filed on July 13, 1993 as Exhibit 3.21 of the Registration Statement of Registrants (No. 33-65948) declared effective October 14, 1993. 3.22 Reference is made to the Bylaws of Galesburg Real Estate, Inc. filed on July 13, 1993 as Exhibit 3.22 of the Registration Statement of Registrants (No. 33-65948) declared effective October 14, 1993. 3.23 Reference is made to the Bylaws of East Peoria Real Estate, Inc. filed on July 13, 1993 as Exhibit 3.23 of the Registration Statement of Registrants (No. 33-65948) declared effective October 14, 1993. 3.24 Reference is made to the Bylaws of Peoria Real Estate, Inc. filed on July 13, 1993 as Exhibit 3.24 of the Registration Statement of Registrants (No. 33-65948) declared effective October 14, 1993. 3.25 Reference is made to the Bylaws of Alton Real Estate, Inc. filed on July 13, 1993 as Exhibit 3.25 of the Registration Statement of Registrants (No. 33-65948) declared effective October 14, 1993. 3.26 Reference is made to the Bylaws of Moline Real Estate, Inc. filed on July 13, 1993 as Exhibit 3.26 of the Registration Statement of Registrants (No. 33-65948) declared effective October 14, 1993. 73 74 4.1 Reference is made to Article III of the Articles of Incorporation of Rosewood Care Centers Capital Funding Corporation filed on July 13, 1993 as Exhibit 3.1 (and referenced in Exhibit 4.1) of the Registration Statement of Registrants (No. 33-65948) declared effective October 14, 1993. 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. 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. 74 75 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, 1996 as Exhibit 10.16 of the Form 10-Q of the Registrants. 10.17 Reference is made to the renewal of the Letter of Credit filed on February 11, 1994 as Exhibit 10.15 on the Form 10-Q of the Registrants, which renewal was filed on February 13, 1996 as Exhibit 10.17 of the Form 10-Q of the Registrants. 10.18 Reference is made to the renewal of the Letter of Credit filed on February 11, 1994 as Exhibit 10.15 on the Form 10-Q of the Registrants, which renewal was filed on November 13, 1996 as Exhibit 10.18 of the Form 10-Q of the Registrants. 27.1 Financial Data Schedule of Rosewood Care Center Capital Funding Corporation. 27.2 Financial Data Schedule of Rosewood Care Center of Galesburg. 27.3 Financial Data Schedule of Rosewood Care Center of Swansea. 75 76 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 on September 28, 1994 as Exhibit 99.1 of the Form 10-K of the 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. 76 77 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 the 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 the 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, 1996 as Exhibit 99.16 of the Form 10-Q of the 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.
77 EX-27.1 2 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Financial Statements at June 30, 1997 for the year ended June 30, 1997 and is qualified in its entirety by reference to such financial statements. 0000909110 ROSEWOOD CARE CENTER CAPITAL FUNDING CORPORATION 1000 12-MOS JUN-30-1997 JUL-01-1996 JUN-30-1997 1 0 27,581 0 0 167 0 0 27,749 167 27,581 1 0 0 0 27,749 0 2,057 0 0 0 0 2,057 0 0 0 0 0 0 0 0 0
EX-27.2 3 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at June 30, 1997 for the year ended June 30, 1997 and is qualified in its entirety by reference to such financial statements. 0000909114 ROSEWOOD CARE CENTER OF GALESBURG 1000 12-MOS JUN-30-1997 JUL-01-1996 JUN-30-1997 2,320 0 4,811 224 0 7,281 24,937 7,370 32,847 5,353 0 65 0 0 1,869 32,847 29,444 30,205 0 24,831 0 0 2,057 3,317 270 0 0 0 0 3,047 47 0
EX-27.3 4 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at June 30, 1997 for the year ended June 30, 1997 and is qualified in its entirety by reference to such financial statements. 0000909113 ROSEWOOD CARE CENTER OF SWANSEA 1000 12-MOS JUN-30-1997 JUL-01-1996 JUN-30-1997 2,414 0 4,764 89 0 7,377 24,899 7,136 33,288 5,457 0 65 0 0 1,890 33,288 22,197 22,774 0 18,374 0 0 1,553 2,847 245 0 0 0 0 2,602 40 0
EX-27.4 5 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at June 30, 1997 for the year ended June 30, 1997 and is qualified in its entirety by reference to such financial statements. 0000909115 ROSEWOOD CARE CENTER OF EAST PEORIA 1000 12-MOS JUN-30-1997 JUL-01-1996 JUN-30-1997 2,414 0 4,764 89 0 7,377 24,899 7,136 33,288 5,457 0 65 0 0 1,890 33,288 22,197 22,774 0 18,374 0 0 1,553 2,847 245 0 0 0 0 2,602 40 0
EX-27.5 6 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at June 30, 1997 for the year ended June 30, 1997 and is qualified in its entirety by reference to such financial statements. 0000909116 ROSEWOOD CARE CENTER OF PEORIA 1000 12-MOS JUN-30-1997 JUL-01-1996 JUN-30-1997 2,414 0 4,764 89 0 7,377 24,899 7,136 33,288 5,457 0 65 0 0 1,890 33,288 22,197 22,774 0 18,374 0 0 1,553 2,847 245 0 0 0 0 2,602 40 0
EX-27.6 7 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at June 30, 1997 for the year ended June 30, 1997 and is qualified in its entirety by reference to such financial statements. 0000909117 ROSEWOOD CARE CENTER OF ALTON 1000 12-MOS JUN-30-1997 JUL-01-1996 JUN-30-1997 2,414 0 4,764 89 0 7,377 24,899 7,136 33,288 5,457 0 65 0 0 1,890 33,288 22,197 22,774 0 18,374 0 0 1,553 2,847 245 0 0 0 0 2,602 40 0
EX-27.7 8 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at June 30, 1997 for the year ended June 30, 1997 and is qualified in its entirety by reference to such financial statements. 0000909118 ROSEWOOD CARE CENTER OF MOLINE 1000 12-MOS JUN-30-1997 JUL-01-1996 JUN-30-1997 2,414 0 4,764 89 0 7,377 24,899 7,136 33,288 5,457 0 65 0 0 1,890 33,288 22,197 22,774 0 18,374 0 0 1,553 2,847 245 0 0 0 0 2,602 40 0
EX-27.8 9 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at June 30, 1997 for the year ended June 30, 1997 and is qualified in its entirety by reference to such financial statements. 0000909120 SWANSEA REAL ESTATE 1000 12-MOS JUN-30-1997 JUL-01-1996 JUN-30-1997 2,414 0 4,764 89 0 7,377 24,899 7,136 33,288 5,457 0 65 0 0 1,890 33,288 22,197 22,774 0 18,374 0 0 1,553 2,847 245 0 0 0 0 2,602 40 0
EX-27.9 10 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at June 30, 1997 for the year ended June 30, 1997 and is qualified in its entirety by reference to such financial statements. 0000909121 GALESBURG REAL ESTATE 1000 12-MOS JUN-30-1997 JUL-01-1996 JUN-30-1997 2,414 0 4,764 89 0 7,377 24,899 7,136 33,288 5,457 0 65 0 0 1,890 33,288 22,197 22,774 0 18,374 0 0 1,553 2,847 245 0 0 0 0 2,602 40 0
EX-27.10 11 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at June 30, 1997 for the year ended June 30, 1997 and is qualified in its entirety by reference to such financial statements. 0000909122 EAST PEORIA REAL ESTATE 1000 12-MOS JUN-30-1997 JUL-01-1996 JUN-30-1997 2,414 0 4,764 89 0 7,377 24,899 7,136 33,288 5,457 0 65 0 0 1,890 33,288 22,197 22,774 0 18,374 0 0 1,553 2,847 245 0 0 0 0 2,602 40 0
EX-27.11 12 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at June 30, 1997 for the year ended June 30, 1997 and is qualified in its entirety by reference to such financial statements. 0000909123 PEORIA REAL ESTATE 1000 12-MOS JUN-30-1997 JUL-01-1996 JUN-30-1997 2,414 0 4,764 89 0 7,377 24,899 7,136 33,288 5,457 0 65 0 0 1,890 33,288 22,197 22,774 0 18,374 0 0 1,553 2,847 245 0 0 0 0 2,602 40 0
EX-27.12 13 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at June 30, 1997 for the year ended June 30, 1997 and is qualified in its entirety by reference to such financial statements. 0000909124 ALTON REAL ESTATE 1000 12-MOS JUN-30-1997 JUL-01-1996 JUN-30-1997 2,414 0 4,764 89 0 7,377 24,899 7,136 33,288 5,457 0 65 0 0 1,890 33,288 22,197 22,774 0 18,374 0 0 1,553 2,847 245 0 0 0 0 2,602 40 0
EX-27.13 14 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Combined Financial Statements at June 30, 1997 for the year ended June 30, 1997 and is qualified in its entirety by reference to such financial statements. 0000909125 MOLINE REAL ESTATE 1000 12-MOS JUN-30-1997 JUL-01-1996 JUN-30-1997 2,414 0 4,764 89 0 7,377 24,899 7,136 33,288 5,457 0 65 0 0 1,890 33,288 22,197 22,774 0 18,374 0 0 1,553 2,847 245 0 0 0 0 2,602 40 0
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