<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 33-65948
ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION
(Exact name of Registrant as specified in its charter)
(See table of Co-Registrants)
Missouri 43-1623171
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11701 Borman Drive, Suite 315
St. Louis, Missouri 63146
(Address of principal executive offices) (Zip Code)
Indicate by check mark whether Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
Registrant was required to file such reports), (2) has been subject to such
filing requirements for the past 90 days. Yes X No
- --
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares of stock of each of the issuer's classes
of common stock, as of the latest practicable date: N/A
<PAGE> 2
Certain information called for on Item 6 of Part II of this Form 10-Q
is incorporated by reference to Registrants' Registration Statement (No.
33-65948) dated July 13, 1993 which was declared effective October 14, 1993,
Registrants' Form 10-Q filed November 29, 1993, Registrants' Form 10-Q filed
February 11, 1994, Registrants' Form 10-K filed September 28, 1994,
Registrants' Form 10-Q filed February 14, 1995, Registrants' Form 10-Q filed
May 15, 1995, Registrants' Form 10-Q filed February 13, 1996, Registrants'
Form 10-Q filed May 14, 1996, Registrants' Form 10-K filed September 26,
1996 and Registrants' Form 10-Q filed November 13, 1996
Index to Exhibits is on Page 30.
<PAGE> 3
CO-REGISTRANTS
Rosewood Care Center, Inc. of Swansea
Rosewood Care Center, Inc. of Galesburg
Rosewood Care Center, Inc. of East Peoria
Rosewood Care Center, Inc. of Peoria
Rosewood Care Center, Inc. of Alton
Rosewood Care Center, Inc. of Moline
Swansea Real Estate, Inc.
Galesburg Real Estate, Inc.
East Peoria Real Estate, Inc.
Peoria Real Estate, Inc.
Alton Real Estate, Inc.
Moline Real Estate, Inc.
(Exact names of Co-Registrants as specified in their charters)
No separate periodic or annual reports are filed for each of the
co-registrants and no separate financial statements are included for each of
the co-registrants because the co-registrants are effectively jointly and
severally liable with respect to the Notes and because such separate
periodic or annual reports and such separate financial statements are not
deemed material to investors.
<PAGE> 4
ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION
<TABLE>
Index
<CAPTION>
Part I Financial Information Page
- ----------------------------- ----
<S> <C>
Item 1. Financial Statements
Rosewood Care Centers Capital Funding Corporation:
Balance Sheet 1
Statement of Operations 2
Statement of Cash Flows 3
Notes to Financial Statement 4
Rosewood Care Center Obligated Companies:
Rosewood Care Center, Inc. of Swansea
Rosewood Care Center, Inc. of Galesburg
Rosewood Care Center, Inc. of East Peoria
Rosewood Care Center, Inc. of Peoria
Rosewood Care Center, Inc. of Alton
Rosewood Care Center, Inc. of Moline
Swansea Real Estate, Inc.
Galesburg Real Estate, Inc.
East Peoria Real Estate, Inc.
Peoria Real Estate, Inc.
Alton Real Estate, Inc.
Moline Real Estate, Inc.
Combined Balance Sheet 5
Combined Statement of Operations 7
Combined Statement of Cash Flows 8
Notes to Combined Financial Statements 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Part II Other Information
- --------------------------
Item 1. Legal Proceedings 14
Item 2. Changes in Securities 14
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 15
Index to Exhibits 29
- -----------------
Signatures 16
- ----------
</TABLE>
<PAGE> 5
Part I Financial Information
---------------------
Item 1. Financial Statements
<TABLE>
ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION
BALANCE SHEET
(Dollars in Thousands)
(Unaudited)
<CAPTION>
June 30, December 31,
Assets 1996 1996
------ ---- ----
<S> <C> <C>
Cash $ 262 $ 262
Mortgage notes receivable, Rosewood Companies 29,280 28,044
------- -------
29,542 28,306
======= =======
Liabilities and Stockholder's Equity
------------------------------------
First mortgage redeemable bonds $29,363 $28,135
Accrued interest 178 170
Stockholders' equity:
Common stock, $1 par value
Authorized - 30,000 shares
Issued and outstanding - 500 shares,
at issue price 1 1
Retained earnings - -
------- -------
$29,542 $28,306
======= =======
The accompanying notes are an integral part of this financial statement.
</TABLE>
1
<PAGE> 6
<TABLE>
ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION
STATEMENT OF OPERATIONS
(Dollars in Thousands)
(Unaudited)
<CAPTION>
Three Months Six Months
Ended Ended
December 31, December 31,
------------ ------------
1995 1996 1995 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest Income $ 551 $ 520 $ 1,111 $ 1,071
Interest Expense 551 520 1,111 1,071
--------- --------- --------- ----------
Net Income $ 0 $ 0 $ 0 $ 0
========= ========= ========= ==========
The accompanying notes are an integral part of this financial statement.
</TABLE>
2
<PAGE> 7
<TABLE>
ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION
STATEMENT OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
Three Months Six Months
Ended Ended
December 31, December 31,
------------ ------------
1995 1996 1995 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Cash flow from operating activities:
Net income $ 0 $ 0 $ 0 $ 0
Increase (decrease) in accrued interest (5) (6) (7) (8)
------ ------ ------- -------
Net cash provided from investing activities (5) (6) (7) (8)
------ ------ ------- -------
Cash flow from investing activities:
Collections on notes receivable 951 982 1,174 1,236
------ ------ ------- -------
Net cash used by investing activities 951 982 1,174 1,236
------ ------ ------- -------
Cash flow from financing operations:
Reduction of redeemable bonds (946) (976) (1,167) (1,228)
------ ------ ------- -------
Net cash provided by financing (946) (976) (1,167) (1,228)
------ ------ ------- -------
Net increase (decrease) in cash 0 0 0 0
Cash, beginning 262 262 262 262
------ ------ ------- -------
Cash, ending 262 262 262 262
====== ====== ======= =======
Cash paid for interest $ 551 $ 520 $ 1,111 $ 1,071
====== ====== ======= =======
The accompanying notes are an integral part of this financial statement.
</TABLE>
3
<PAGE> 8
ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. Interim Financial Statements
----------------------------
In the opinion of the Company, these unaudited financial
statements include all adjustments necessary for a fair
presentation of its financial position as of June 30, 1996 and
December 31, 1996 and the results of its operations and its
cash flows for the three and the six month periods ended
December 31, 1995 and 1996. Such adjustments were of a normal
recurring nature.
The results of operations for the six month periods ended
December 31, 1995 and 1996 are not necessarily indicative of
the results for the full year.
It is suggested that these financial statements be read in
conjunction with the financial statements, accounting policies
and financial notes thereto included in the Form 10K Annual
Report (No. 33-65948), which has previously been filed with the
Commission.
2. Issuance of Bonds
-----------------
On October 21, 1993, the Company issued $33,000,000 of its
7-1/4% First Mortgage Redeemable Bonds due November 1, 2013.
Of the ending cash balance, $ 261,000 represents the note
receivable payment on the 25th of the month which is held in the
Bond Payment Fund - Principal and Interest accounts until it is
disbursed to the Bond Holders on the 1st of the following month.
4
<PAGE> 9
<TABLE>
ROSEWOOD CARE CENTER
FACILITY COMPANIES AND REAL ESTATE COMPANIES
COMBINED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
<CAPTION>
June 30, December 31,
1996 1996
---- ----
Assets
------
<S> <C> <C>
Current assets:
Cash $ 2,237 $ 1,796
Accounts receivable - residents, net of allowance
for doubtful accounts of $206 and $206
respectively 1,257 1,431
Accounts receivable - third party payor 3,001 3,450
Interest receivable 326 317
Prepaid insurance and other prepaids 74 84
Deferred income tax benefits 65 65
--------- ---------
Total current assets 6,960 7,143
--------- ---------
Property, plant and equipment:
Land 943 943
Site improvements 2,101 2,101
Building 17,830 17,830
Equipment 3,636 3,668
Leasehold improvements 272 319
--------- ---------
24,782 24,861
Less accumulated depreciation 6,435 6,904
--------- ---------
18,347 17,957
--------- ---------
Other assets:
Notes receivable from Rosewood Care Center
Holding Co. 8,056 7,036
Amortizable Costs, Net 1,094 1,029
--------- ---------
9,150 8,065
--------- ---------
$ 34,457 $ 33,165
========= =========
The accompanying notes are an integral part of this financial statement.
</TABLE>
5
<PAGE> 10
<TABLE>
ROSEWOOD CARE CENTER
FACILITY COMPANIES AND REAL ESTATE COMPANIES
COMBINED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
<CAPTION>
June 30, December 31,
1996 1996
---- ----
<S> <C> <C>
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Current portion of long-term debt $ 1,792 $ 1,858
Accounts payable - trade 1,136 768
Accrued expenses:
Salaries and payroll taxes 438 497
Vacation and employee fringes 124 99
Real estate taxes 480 457
Management fees - affiliate 464 492
Income taxes 88 94
Dividends payable 614 819
--------- ---------
Total current liabilities 5,136 5,084
--------- ---------
Long-Term debt:
Notes payable - Rosewood Care Centers
Capital Funding Corporation 29,279 28,044
--------- ---------
29,279 28,044
Less current maturities 1,792 1,858
--------- ---------
27,487 26,186
--------- ---------
Stockholders' equity:
Common stock 65 65
Paid-in capital 481 481
Retained earnings 1,288 1,349
--------- ---------
1,834 1,895
--------- ---------
$ 34,457 $ 33,165
========= =========
The accompanying notes are an integral part of this financial statement.
</TABLE>
6
<PAGE> 11
<TABLE>
ROSEWOOD CARE CENTER
FACILITY COMPANIES AND REAL ESTATE COMPANIES
COMBINED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(Dollars in Thousands)
(Unaudited)
<CAPTION>
Three Months Six Months
Ended Ended
December 31, December 31,
1995 1996 1995 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Patient service revenue:
Private $ 4,477 $ 4,527 $ 8,663 $ 9,088
Medicare 2,223 2,500 4,571 4,977
Medicaid 335 358 697 686
Other patient revenues, net of expenses 15 31 35 46
------- ------- ------- -------
7,050 7,416 13,966 14,797
------- ------- ------- -------
Operating expenses:
Facility expenses:
Administrative expense 232 254 425 465
Employee fringe benefits 468 466 921 920
Dietary 441 493 885 957
Nursing 1,648 1,808 3,244 3,536
Ancillary Services 1,088 1,278 2,110 2,529
Plant utilities and maintenance 269 284 557 603
Housekeeping and laundry 210 236 410 464
Social services and activities 138 171 270 324
------- ------- ------- -------
4,494 4,990 8,822 9,798
------- ------- ------- -------
Income after facility expenses 2,556 2,426 5,144 4,999
------- ------- ------- -------
Nonfacility expenses:
Real estate taxes and insurance 139 139 275 284
Base management fees 198 198 396 396
Illinois Medicaid assessments 98 98 197 197
Depreciation and amortization 263 268 525 534
------- ------- ------- -------
698 703 1,393 1,411
------- ------- ------- -------
Income before incentives 1,858 1,723 3,751 3,588
------- ------- ------- -------
Incentive management fees (578) (491) (1,126) (1,017)
Officers' bonuses - - - -
------- ------- ------- -------
Income from operations 1,280 1,232 2,625 2,571
------- ------- ------- -------
Other income (expense):
Interest income 217 170 437 358
Interest expense (551) (520) (1,111) (1,049)
------- ------- ------- -------
(334) (350) (674) (691)
------- ------- ------- -------
Income before income taxes 946 882 1,951 1,880
Income tax expense (84) (63) (186) (160)
------- ------- ------- -------
Net income 862 819 1,765 1,720
Retained earnings, beginning 1,253 1,349 1,032 1,288
Dividends declared (887) (819) (1,569) (1,659)
------- ------- ------- -------
Retained earnings, ending $ 1,228 $ 1,349 $ 1,228 $ 1,349
======= ======= ======= =======
The accompanying notes are an integral part of this financial statement.
</TABLE>
7
<PAGE> 12
<TABLE>
ROSEWOOD CARE CENTER
FACILITY COMPANIES AND REAL ESTATE COMPANIES
COMBINED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<CAPTION>
Three Months Six Months
Ended Ended
December 31, December 31,
------------ ------------
1995 1996 1995 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Cash flow from operating activities:
Net income $ 861 $ 819 $ 1,765 $ 1,720
Adjustments:
Depreciation 230 236 459 469
Amortization 34 33 67 65
Decrease (increase) in:
Accounts receivable - residents (334) 254 (511) (174)
Accounts receivable - third party payors (565) 61 (45) (449)
Other receivables and prepaids (187) (155) (60) (1)
Increase (decrease) in:
Accounts payable - trade 808 39 829 (368)
Accrued salaries, taxes and fringes (100) (146) 50 34
Accrued real estate taxes 108 91 (107) (23)
Accrued management fees 23 (34) 34 28
Other payables and accruals (5) (24) (52) 6
------- ------- ------- -------
Net cash provided by operating activities 873 1,174 2,429 1,307
------- ------- ------- -------
Cash flow from investing activities:
Purchase of property and equipment (84) (51) (98) (78)
Loans and deposits with affiliate 379 1,404 (262) 1,019
------- ------- ------- -------
Net cash (used) by investing activities 295 1,353 (360) 941
------- ------- ------- -------
Cash flow from financing activities:
Reduction of long-term debt (951) (982) (1,174) (1,235)
Dividends paid (678) (840) (1,381) (1,454)
------- ------- ------- -------
Net cash (used) by financing activities (1,629) (1,822) (2,555) (2,689)
------- ------- ------- -------
Net increase (decrease) in cash (461) 705 (486) (441)
Cash, beginning 2,497 1,091 2,522 2,237
------- ------- ------- -------
Cash, ending 2,036 1,796 2,036 1,796
======= ======= ======= =======
Cash paid for:
Interest $ 449 $ 520 $ 1,111 $ 1,049
======= ======= ======= =======
Income taxes $ 102 $ 118 $ 272 $ 206
======= ======= ======= =======
The accompanying notes are an integral part of this financial statement.
</TABLE>
8
<PAGE> 13
ROSEWOOD CARE CENTER
FACILITY COMPANIES AND REAL ESTATE COMPANIES
NOTES TO COMBINED FINANCIAL STATEMENTS
1. Interim Financial Statements
----------------------------
In the opinion of the Companies, these unaudited combined
financial statements include all adjustments necessary for a
fair presentation of their financial position as of June 30,
1996 and December 31, 1996 and the results of their operations
and their cash flows for the three and six month periods ended
December 31, 1995 and 1996. Such adjustments were of a normal
recurring nature.
The results of operations for the three month periods ended
December 31, 1995 and 1996 are not necessarily indicative of
the results for the full years.
It is suggested that these financial statements be read in
conjunction with the financial statements, accounting policies
and financial notes thereto included in the Form 10K Annual
Report (No. 33-65948), which has previously been filed with the
Commission.
2. Litigation
----------
The Companies, from time to time, are involved in litigation in
the ordinary course of business including disputes involving
management contracts, patient services, employment services,
employment claims and construction matters. The Companies are
also involved in routine administrative and judicial
proceedings regarding permits and expenses. The Companies are
not a party to any lawsuit or proceeding which, in the opinion
of management, is individually or in the aggregate, likely to
have a material adverse effect on the combined financial
position or results of operations of the Companies.
3. Refinancing of Long-Term Debt
-----------------------------
On October 21, 1993, the Companies refinanced their long-term
debt with Rosewood Care Centers Capital Funding Corporation,
which issued $33,000,000 of its 7-1/4% First Mortgage
Redeemable Bonds due November 1, 2013.
Remaining loan proceeds were loaned to Rosewood Care Center
Holding Company under unsecured promissory notes bearing
interest at 7-1/4% per annum and having maturities from October
to December 1999.
9
<PAGE> 14
ROSEWOOD CARE CENTER
FACILITY COMPANIES AND REAL ESTATE COMPANIES
NOTES TO COMBINED FINANCIAL STATEMENTS
3. Refinancing of Long-Term Debt (Continued)
-----------------------------------------
Loan costs of $609,000 and underwriter's discount of $841,500
are being amortized over the term of the long-term debt, on the
interest method.
4. Dividends
---------
Dividends in the amount of $1,658,700 were declared during the
six months ended December 31, 1996. Of this amount $839,700 has
been paid and $819,000 remains unpaid.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Rosewood Care Centers Capital Funding Corporation
The Corporation is a pass through entity. Interest income and expenses
offset, resulting in no income or loss.
The Combined Facility Companies and Real Estate Companies
Three Months Ended December 31, 1996 Compared With
Three Months Ended December 31, 1995
Overview
--------
The Companies have continued their marketing emphasis on short-term
convalescent care while continuing to provide long-term care. The number of
short-term care patients and demand for ancillary rehabilitative and therapy
services has continued to increase. Revenues and expenses associated with
rehabilitative and therapy services have continued to increase through
December 31, 1996.
The Medicare program and various forms of private payment are
principal payors for short-term nursing home care and rehabilitative
services. All six of the facilities participate in the federally
administered Medicare program. All six of the facilities also participate
in the Medicaid program for a distinct number of beds in each facility.
The Companies will continue to be affected by the government's
attempts to control Medicare costs and by market issues facing the nursing
home industry as a whole. The ability of the Companies to control the costs
of labor which continue to rise and represent one of the largest components
of the Companies' operating expenses, will also significantly impact the
future operating results.
Operating Results
-----------------
Net revenues have increased to $7,416,000 for the three months ended
December 31, 1996 from $7,050,000 for the three months ended December 31
1995,
10
<PAGE> 15
an increase of $366,000 or 5.2%. Private revenues have increased $50,000
from $4,477,000 for the three months ended December 31, 1995 to $4,527,000
for the three months ended December 31, 1996. Revenue generated from
ancillary services decreased $34,000 while revenue from room charges
increased $153,000 when compared to the same three month period last year.
Private census has increased from 41,270 patient days for 1995 to 41,687
patient days for the current three month period ended December 31, 1996.
Net revenues for Medicare has increased from $2,223,000 for the three
months ended December 31, 1995 to $2,500,000 for the three months ended
December 31, 1996 an increase of $277,000 or 12.5%. The Medicare census has
increased to 10,367 from 9,376 compared to the same period last year.
Medicaid revenue has increased from $335,000 to $358,000 when compared
to the same three month period last year. The increase is the result of an
increase in census from 5,271 patient days for the three months ended
December 31, 1995 to 5,408 patient days for the three months ended December
31, 1996.
The occupancy of the facilities continues to remain strong with a
90.1% occupancy rate for the current three months period compared to 87.7%
for the same three month period last year.
Facility operating expenses increased to $4,990,000 (or $86.84 per
patient day) for the current three month period ended December 31, 1996,
from $4,494,000 (or $80.36 per patient day) for the three months ended
December 31, 1995.
Administrative expenses have increased $22,000 when compared to the
same three month period last year. The majority of the increase can be
accounted for by the increase in advertising, telephone, new employee
training and the increase in the cost of continuing education of employees
reimbursed by the Company.
The cost of employee fringe benefits remained stable with a slight
decrease in expenses for the current three month period compared to the same
period last year.
Dietary expenses have increased approximately $52,000 when compared to
the same three month period last year. Wages have increased approximately
$15,000 while the balance of the increase can be accounted for by the
increase in raw food costs.
Nursing costs have increased from $1,648,000 for the three months
ended December 31, 1995 to $1,808,000 for the three months ended December
31, 1996 an increase of $160,000 or 9.7%. Labor costs have increased
$111,000 when compared to the same period last year with the balance of the
increase accounted for by the increase in the cost of medical supplies.
Ancillary services costs have increased from $1,088,000 for the three
months ended December 31, 1995 to $1,278,000 for the three months ended
December 31, 1996 an increase of $190,000 or 17.5%. This increase in costs
is the direct result of the increase in ancillary revenue and services
provided to the residents of the facilities.
Plant utilities and maintenance costs have increased $15,000 from
$269,000 for the three months ended December 31, 1995 to $284,000 for the
three month period ended December 31, 1996. The majority of the increase
can be accounted for by an increase of repairs to the heat pump system at
two of the facilities.
11
<PAGE> 16
Housekeeping and laundry costs have increased $26,000 when compared to
the same three month period last year. Labor costs have increased $19,000
while the balance of the increase can be accounted for by the increase in
the cost of supplies for both departments.
Social Services and Activities costs have increased $33,000 when
compared to the same three month period last year. The increase can be
accounted for by the increase in staffing for these departments.
Interest income has decreased $47,000 when compared to the same three
month period last year as a result of the decrease in the notes receivable
outstanding during the three month period from the affiliated company,
Rosewood Care Center Holding Co.
Interest expense decreased $31,000 when compared to the same three
month period last year. The decrease is the result of the decrease in the
long term debt of the facility from $29,773,000 on December 31, 1995 to
$28,044,000 as of December 31, 1996.
Six Months Ended December 31, 1996 Compared With
Six Months Ended December 31, 1995
Operating Results
-----------------
Net revenues have increased to $14,797,000 for the six months ended
December 31, 1996 from $13,966,000 for the six months ended December 31,
1995, an increase of $831,000 or 6.0%. Private revenues have increased
$425,000 from $8,663,000 for the six months ended December 31, 1995, to
$9,088,000 for the six months ended December 31, 1996. Revenue generated
from ancillary services increased $24,000 while revenue from room charges
increased $471,000 when compared to the same period last year. The average
private room rates for the current period aggregated $105 per patient day
compared to $101 per patient day for the same period last year. Private
census has increased from 82,829 patient days for the six months ended
December 31, 1995 to 84,171 patient days for the period ended December 31,
1996.
Net revenues for Medicare have increased from $4,571,000 for the six
months ended December 31, 1995 to $4,977,000 for the six months ended
December 31, 1996, an increase of $406,000 or 8.9%. The Medicare census has
increased to 20,700 patient days from 19,479 patient days compared to the
same period last year. The Medicare reimbursement rate has increased
approximately $5 per day which is the result of an increase in ancillary
services provided to Medicare qualified residents.
Medicaid revenue has decreased from $697,000 to $686,000 when compared
to the same period last year. The decrease is the result of a decrease in
census from 10,969 patient days for the six months ended December 31, 1995
to 10,478 patient days for the six months ended December 31, 1996.
The occupancy of the facilities continues to remain strong with a
90.5% occupancy rate for the current six month period compared to 88.6% for
the same period last year.
12
<PAGE> 17
Facility operating expenses increased to $9,798,000 (or $84.94 per
patient day) for the current six month period ended December 31, 1996, from
$8,822,000 (or $77.88 per patient day) for the six months ended December 31,
1995.
Administrative expenses have increased $40,000 when compared to the
same period last year. The majority of the increase can be accounted for by
the increase in advertising, telephone, new employee training and the
increase in the cost of continuing education of employees reimbursed by the
Company.
The cost of employee fringe benefits remained stable and is basically
unchanged when compared to the same period last year.
Dietary expenses have increased approximately $72,000 when compared to
the same period last year. Wages have increased approximately $29,000. The
balance of the increase can be accounted for by the increase in raw food
costs.
Nursing costs have increased from $3,244,000 for the six months ended
December 31, 1995 to $3,536,000 for the six months ended December 31, 1996,
an increase of $292,000 or 9.0%. Labor costs have increased $219,000 when
compared to the same period last year with the balance of the increase
accounted for by the increase in the cost of medical supplies.
Ancillary services costs have increased from $2,110,000 for the six
months ended December 31, 1995 to $2,529,000 for the six months ended
December 31, 1996, an increase of $419,000 or 19.9%. This increase in costs
is the direct result of the increase in ancillary revenue and services
provided to the residents of the facilities.
Plant utilities and maintenance costs have increased $46,000 from
$557,000 for the six months ended December 31, 1995 to $603,000 for the six
month period ended December 31, 1996. The majority of the increase can be
accounted for by an increase of $5,000 in the cost of utilities and a
$10,000 increase in the cost of trash and hazardous waste disposal. The
balance is for repairs to the heat pump system and water heaters at five of
the facilities.
Housekeeping and laundry costs have increased $54,000 when compared to
the same six month period last year. Labor costs have increased $32,000.
The balance of the increase can be accounted for by the increase in the cost
of supplies for both departments.
Social Services and Activities costs have increased $54,000 when
compared to the same period last year. The increase is the result of the
increase in staffing for these departments.
Interest income has decreased $79,000 when compared to the same period
last year as a result of the decrease in the notes receivable outstanding
during the six month period from the affiliated company, Rosewood Care
Center Holding Co.
Interest expense decreased $62,000 when compared to the same period
last year. The decrease is the result of the decrease in the long term debt
of the facility from $29,773,000 on December 31, 1995 to $28,044,000 as of
December 31, 1996.
The Facility Companies file a consolidated income tax return with
their parent company, Rosewood Care Center Holding Co. The income of the
Real Estate Companies is taxed at the individual shareholder level, as each
real estate
13
<PAGE> 18
company is an S corporation. The amount reflected as income taxes is the
facility companies' portion of federal and state taxes calculated for the
six months ended December 31, 1996 and 1995, on an annualized basis.
Liquidity and Capital Resources
-------------------------------
As of December 31, 1996, the companies had approximately $1,796,000 in
cash and cash equivalents and net working capital of approximately
$2,059,000. There was a net decrease in cash of $441,000 since June 30,
1996. For the six months ended December 31, 1996, net cash provided by
operations was $1,307,000. Net cash from investing activities was $941,000
of which $1,019,000 was received from Rosewood Care Center Holding Co. as
payment on notes due from the affiliated company and $78,000 was used by the
Companies for the purchase of personal property and equipment used in the
operations of the facilities. Net cash used in financing activities
aggregated $2,689,000 of which $1,235,000 was used to retire debt and
$1,454,000 was used for the payment of dividends. The Companies believe
they have adequate capital for operations and replacements for the coming
year and the foreseeable future.
Accounts receivable from private paying patients increased to
$1,431,000 as of December 31, 1996, compared to $1,257,000 as of June 30,
1996. Accounts receivable from third party payers increased to $3,450,000
as of December 31, 1996, compared to $3,001,000 as of June 30, 1996.
$1,908,000 of this amount is due from Medicare for unsettled cost reports
through December 31, 1996 which are subject to audit. $961,700 of this
amount was received subsequent to December 31, 1996 as an interim settlement
until the audits are completed by the intermediary.
With the Medicare program facing intense scrutiny and significant
cutbacks, the companies have experienced closer review of the Medicare cost
reports and delays with regard to payment of claims. An additional effect
of Medicare's delay has been the delay of co-payment amounts received from
private payers. Management does not anticipate any cash flow shortages
during the next year, despite the increase in the amounts due from Medicare,
unless Medicare administration and payment terms significantly further
deteriorate.
Part II Other Information
- --------------------------
Item 1. Legal Proceedings.
There were no material developments with respect to legal proceedings
during the quarter ended December 31, 1996.
Item 2. Changes in Securities.
Not applicable.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
14
<PAGE> 19
Item 5. Other Information.
The Sun Bank Letter of Credit funding the Debt Service Reserve Fund
expired December 6, 1996 and was renewed for another one year term, expiring
December 6, 1997.
During the period ending September 30, 1996, ground was broken for the
construction of the 60 bed expansion wing at Rosewood Care Center of Alton.
There are certain restrictions on the construction of the expansion which
are contained in the Loan Agreement and the Trust Indenture. In accordance
with those restrictions, the construction is being executed by Alton Real
Estate II, L.L.C., a separate entity from Alton Real Estate, Inc. which owns
the existing nursing home. At December 31, 1996, in addition to the grading
and foundation being completed, pipe for sewers and other underground
utility work was substantially complete.
Although no new managed care contracts with large providers or
covering large groups have been entered into, the companies are beginning to
experience a trend in which case managers will contact a facility before a
patient is discharged from a hospital and negotiate an individual managed
care contract specific to that patient. Based on the specifically described
needs of that patient, the facility will agree to an flat daily charge for
that patient's stay which charge includes all items necessary to care for
that patient. Although at December 31, 1996, the numbers of these contracts
are not significant, the companies anticipate an increase in these or
similar arrangements in the future.
The companies continue to have discussions with large providers
relating to managed care options. At December 31, 1996, no new contracts had
been finalized.
Item 6. Exhibits and Reports on Form 8-K.
(a) See Index to Exhibits on Page 30.
(b) Reports on Form 8-K.
None.
15
<PAGE> 20
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ROSEWOOD CARE CENTERS CAPITAL
FUNDING CORPORATION, Registrant
Dated: February --, 1997 By: /s/ Larry Vander Maten
-------------------------------------
Larry Vander Maten
President and Director
(Principal Executive Officer
and Principal
Financial and Accounting Officer)
16
<PAGE> 21
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ROSEWOOD CARE CENTER, INC. OF
SWANSEA, Registrant
Dated: February --, 1997 By: /s/ Larry Vander Maten
-------------------------------------
Larry Vander Maten
President and Director
(Principal Executive Officer
and Principal Financial
and Accounting Officer)
17
<PAGE> 22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ROSEWOOD CARE CENTER, INC. OF
GALESBURG, Registrant
Dated: February --, 1997 By: /s/ Larry Vander Maten
-------------------------------------
Larry Vander Maten
President and Director
(Principal Executive Officer
and Principal Financial
and Accounting Officer
18
<PAGE> 23
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ROSEWOOD CARE CENTER, INC. OF
PEORIA, Registrant
Dated: February --, 1997 By: /s/ Larry Vander Maten
-------------------------------------
Larry Vander Maten
President and Director
(Principal Executive Officer
and Principal Financial
and Accounting Officer)
19
<PAGE> 24
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ROSEWOOD CARE CENTER, INC. OF
EAST PEORIA, Registrant
Dated: February --, 1997 By: /s/ Larry Vander Maten
-------------------------------------
Larry Vander Maten
President and Director
(Principal Executive Officer
and Principal Financial
and Accounting Officer)
20
<PAGE> 25
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ROSEWOOD CARE CENTER, INC. OF
ALTON, Registrant
Dated: February --, 1997 By: /s/ Larry Vander Maten
-------------------------------------
Larry Vander Maten
President and Director
(Principal Executive Officer
and Principal Financial
and Accounting Officer)
21
<PAGE> 26
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ROSEWOOD CARE CENTER, INC. OF
MOLINE, Registrant
Dated: February --, 1997 By: /s/ Larry Vander Maten
-------------------------------------
Larry Vander Maten
President and Director
(Principal Executive Officer
and Principal Financial
and Accounting Officer)
22
<PAGE> 27
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SWANSEA REAL ESTATE, INC., Registrant
Dated: February --, 1997 By: /s/ Larry Vander Maten
-------------------------------------
Larry Vander Maten
President and Director
(Principal and Executive Officer
and Principal Financial
and Accounting Officer
23
<PAGE> 28
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
GALESBURG REAL ESTATE, INC., Registrant
Dated: February --, 1997 By: /s/ Larry Vander Maten
-------------------------------------
Larry Vander Maten
President and Director
(Principal Executive Officer
and Principal Financial
and Accounting Officer)
24
<PAGE> 29
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
PEORIA REAL ESTATE, INC., Registrant
Dated: February --, 1997 By: /s/ Larry Vander Maten
-------------------------------------
Larry Vander Maten
President and Director
(Principal Executive Officer
and Principal Financial
and Accounting Officer)
25
<PAGE> 30
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
EAST PEORIA REAL ESTATE, INC., Registrant
Dated: February --, 1997 By: /s/ Larry Vander Maten
-------------------------------------
Larry Vander Maten
President and Director
(Principal Executive Officer
and Principal Financial
and Accounting Officer)
26
<PAGE> 31
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ALTON REAL ESTATE, INC., Registrant
Dated: February --, 1997 By: /s/ Larry Vander Maten
-------------------------------------
Larry Vander Maten
President and Director
(Principal Executive Officer
and Principal Financial
and Accounting Officer)
27
<PAGE> 32
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
MOLINE REAL ESTATE, INC., Registrant
Dated: February --, 1997 By: /s/ Larry Vander Maten
-------------------------------------
Larry Vander Maten
President and Director
(Principal Executive Officer
and Principal Financial
and Accounting Officer)
28
<PAGE> 33
ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION
Exhibit Index
These Exhibits are numbered in accordance with the Exhibit
Table of Item 601 of Regulation S-K
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<C> <S>
4.1 Reference is made to Article III of the Articles of
Incorporation of Rosewood Care Centers Capital
Funding Corporation filed on September 28, 1994 as
Exhibit 3.1 (and referenced in Exhibit 4.1) of the
Form 10-K.
4.2 Reference is made to the Trust Indenture filed on
November 29, 1993 as Exhibit 4.2 of the Form 10-Q of
Registrants.
4.3 Reference is made to the Bond filed on November 29,
1993 as Exhibit 4.3 of the Form 10-Q of Registrants.
4.4 Reference is made to the Loan Guaranty Agreement
between Rosewood Care Centers Capital Funding
Corporation and Rosewood Care Center, Inc. of Alton
and the additional Loan Guaranty Agreements listed
on the Schedule filed on November 29, 1993 as
Exhibit 4.4 of the Form 10-Q of Registrants.
4.5 Reference is made to the Note executed by Alton Real
Estate, Inc. and the additional Notes listed on the
Schedule filed on November 29, 1993 as Exhibit 4.5
of the Form 10-Q of Registrants.
10.1 Reference is made to the Trust Indenture filed on
November 29, 1993 as Exhibit 4.2 of the Form 10-Q of
Registrants.
10.2 Reference is made to the Collateral Pledge and
Security Agreement between Rosewood Care Centers
Capital Funding Corporation and Alton Real Estate,
Inc. and the additional Collateral Pledge and
Security Agreements listed on the Schedule filed on
November 29, 1993 as Exhibit 10.2 of the Form 10-Q
of Registrants.
10.3 Reference is made to the Mortgage Between Alton Real
Estate, Inc. and Rosewood Care Centers Capital
Funding Corporation and the additional Mortgages
listed on the Schedule filed on November 29, 1993 as
Exhibit 10.3 of the Form 10-Q of Registrants.
10.4 Reference is made to the Security Agreement between
Rosewood Care Centers Capital Funding Corporation
and Rosewood Care Center, Inc. of Alton and the
additional Security Agreements listed on the
Schedule filed on November 29, 1993 as Exhibit 10.4
of the Form 10-Q of Registrants.
10.5 Reference is made to the Assignment of Rents and
Leases between Rosewood Care Centers Capital Funding
Corporation and Alton Real Estate, Inc. and the
additional Assignments of Rents and Leases listed on
the Schedule filed on November 29, 1993 as Exhibit
10.5 of the Form 10-Q of Registrants.
29
<PAGE> 34
10.6 Reference is made to the Subordination and
Attornment Agreement between Rosewood Care Centers
Capital Funding Corporation and Alton Real Estate,
Inc. and the additional Subordination and Attornment
Agreements listed on the Schedule filed on November
29, 1993 as Exhibit 10.6 of the Form 10-Q of
Registrants.
10.7 Reference is made to the Acknowledgment and Consent
between Rosewood Care Centers Capital Funding
Corporation and Hovan Enterprises, Inc. filed on
November 29, 1993 as Exhibit 10.7 of the Form 10-Q
of Registrants.
10.8 Reference is made to the Administrative Services
Agreement between Hovan Enterprises, Inc. and Alton
Real Estate, Inc. and the additional Administrative
Services Agreements listed on the Schedule filed on
November 29, 1993 as Exhibit 10.8 of the Form 10-Q
of Registrants.
10.9 Reference is made to the Revised and Restated
Management Agreement between Rosewood Care Center,
Inc. of Alton and Hovan Enterprises, Inc. and the
additional Revised and Restated Management
Agreements listed on the Schedule filed on November
29, 1993 as Exhibit 10.9 of the Form 10-Q of
Registrants.
10.10 Reference is made to the Lease between Alton Real
Estate, Inc. and Rosewood Care Center, Inc. of Alton
and the additional Leases listed on the Schedule
filed on November 29, 1993 as Exhibit 10.10 of the
Form 10-Q of Registrants.
10.11 Reference is made to the Assignment of Management
Agreement between Rosewood Care Center, Inc. of
Alton and Mercantile Bank and the additional
Assignments of Management Agreement listed on the
Schedule filed on November 29, 1993 as Exhibit 10.11
of the Form 10-Q of Registrants.
10.12 Reference is made to the Contract between Resident
and Facility filed on July 13, 1993 as Exhibit 10.12
of the Registration Statement of Registrants (No.
33-65948) declared effective October 14, 1993.
10.13 Reference is made to the Loan Agreement among
Rosewood Care Centers Capital Funding Corporation
and Alton Real Estate, Inc., Swansea Real Estate,
Inc., Peoria Real Estate, Inc., East Peoria Real
Estate, Inc., Moline Real Estate, Inc., and
Galesburg Real Estate, Inc. filed on November 29,
1993 as Exhibit 10.13 of the Form 10-Q of
Registrants.
10.14 Reference is made to the Loan Guaranty Agreement
filed on November 29, 1993 as Exhibit 4.4 of the
Form 10-Q of Registrants.
10.15 Reference is made to the Letter of Credit issued by
Sun Bank, National Association to Mercantile Bank of
St. Louis N.A. as Trustee under the Trust Indenture
on December 6, 1993 and substituted for the cash in
the Debt Service Reserve Fund on December 9, 1993,
filed on February 11, 1994 as Exhibit 10.15 on the
Form 10-Q of the Registrants.
10.16 Reference is made to the renewal of the Letter of
Credit filed on February 11, 1994 as Exhibit 10.15
on the Form 10-Q of the Registrants, which renewal
was filed on February 14, 1995 as Exhibit 10.16 of
the Form 10-Q of the Registrants.
30
<PAGE> 35
10.17 Reference is made to the renewal of the Letter of
Credit filed on February 11, 1994 as Exhibit 10.15
on the Form 10-Q of the Registrants, which renewal
was filed on February 13, 1996 as Exhibit 10.17 of
the Form 10-Q of the Registrants.
10.18 Reference is made to the renewal of the Letter of
Credit filed on February 11, 1994 as Exhibit 10.15
on the Form 10-Q of the Registrants, which renewal
was filed on November 13, 1996 as Exhibit 10.18 of
the Form 10-Q of the Registrants.
27.1 Financial Data Schedule of Rosewood Care Center
Capital Funding Corporation.
27.2 Financial Data Schedule of Rosewood Care Center of Galesburg.
27.3 Financial Data Schedule of Rosewood Care Center of Swansea.
27.4 Financial Data Schedule of Rosewood Care Center of East
Peoria.
27.5 Financial Data Schedule of Rosewood Care Center of Peoria.
27.6 Financial Data Schedule of Rosewood Care Center of Alton.
27.7 Financial Data Schedule of Rosewood Care Center of Moline.
27.8 Financial Data Schedule of Swansea Real Estate.
27.9 Financial Data Schedule of Galesburg Real Estate.
27.10 Financial Data Schedule of East Peoria Real Estate.
27.11 Financial Data Schedule of Peoria Real Estate.
27.12 Financial Data Schedule of Alton Real Estate.
27.13 Financial Data Schedule of Moline Real Estate.
99.1 Reference is made to the Amended and Restated
License Agreement filed September 28, 1994 as
Exhibit 99.1 of Form 10-K of Registrants.
99.2 Reference is made to the Medicare Provider Agreement
between The Secretary of Health and Human Services
and Rosewood Care Center, Inc. of Swansea filed on
July 13, 1993 as Exhibit 99.2 of the Registration
Statement of Registrants (No. 33-65948) declared
effective October 14, 1993.
99.3 Reference is made to the Medicare Provider Agreement
between The Secretary of Health and Human Services
and Rosewood Care Center, Inc. of Alton filed on
July 13, 1993 as Exhibit 99.3 of the Registration
Statement of Registrants (No. 33-65948) declared
effective October 14, 1993.
99.4 Reference is made to the Medicare Provider Agreement
between The Secretary of Health and Human Services
and Rosewood Care Center, Inc. of East Peoria filed
on July 13, 1993 as Exhibit 99.4 of the Registration
Statement of Registrants (No. 33-65948) declared
effective October 14, 1993.
31
<PAGE> 36
99.5 Reference is made to the Medicare Provider Agreement
between The Secretary of Health and Human Services
and Rosewood Care Center, Inc. of Peoria filed on
July 13, 1993 as Exhibit 99.5 of the Registration
Statement of Registrants (No. 33-65948) declared
effective October 14, 1993.
99.6 Reference is made to the Medicare Provider Agreement
between The Secretary of Health and Human Services
and Rosewood Care Center, Inc. of Galesburg filed on
July 13, 1993 as Exhibit 99.6 of the Registration
Statement of Registrants (No. 33-65948) declared
effective October 14, 1993.
99.7 Reference is made to the Medicare Provider Agreement
between The Secretary of Health and Human Services
and Rosewood Care Center, Inc. of Moline filed on
July 13, 1993 as Exhibit 99.7 of the Registration
Statement of Registrants (No. 33-65948) declared
effective October 14, 1993.
99.8 Reference is made to the Medicaid Provider Agreement
between The Illinois Department of Public Aid and
Rosewood Care Center, Inc. of Swansea filed on July
13, 1993 as Exhibit 99.8 of the Registration
Statement of Registrants (No. 33-65948) declared
effective October 14, 1993.
99.9 Reference is made to the Medicaid Provider Agreement
between The Illinois Department of Public Aid and
Rosewood Care Center, Inc. of Alton filed on July
13, 1993 as Exhibit 99.9 of the Registration
Statement of Registrants (No. 33-65948) declared
effective October 14, 1993.
99.10 Reference is made to the Medicaid Provider Agreement
between The Illinois Department of Public Aid and
Rosewood Care Center, Inc. of East Peoria filed on
July 13, 1993 as Exhibit 99.10 of the Registration
Statement of Registrants (No. 33-65948) declared
effective October 14, 1993.
99.11 Reference is made to the Medicaid Provider Agreement
between The Illinois Department of Public Aid and
Rosewood Care Center, Inc. of Peoria filed on July
13, 1993 as Exhibit 99.11 of the Registration
Statement of Registrants (No. 33-65948) declared
effective October 14, 1993.
99.12 Reference is made to the Medicaid Provider Agreement
between The Illinois Department of Public Aid and
Rosewood Care Center, Inc. of Galesburg filed on
July 13, 1993 as Exhibit 99.12 of the Registration
Statement of Registrants (No. 33-65948) declared
effective October 14, 1993.
99.13 Reference is made to the Medicaid Provider Agreement
between The Illinois Department of Public Aid and
Rosewood Care Center, Inc. of Moline filed on July
13, 1993 as Exhibit 99.13 of the Registration
Statement of Registrants (No. 33-65948) declared
effective October 14, 1993.
99.14 Reference is made to the Lease Agreement filed on
September 28, 1994 as Exhibit 99.14 of the Form 10-K
of Registrants.
99.15 Reference is made to the Revised and Restated Grant
and Declaration of Easements filed on September 28,
1994 as Exhibit 99.15 of the Form 10-K of
Registrants.
99.16 Reference is made to the Managed Care Agreement
between Rosewood Care Center, Inc. of Moline,
Heritage National Health Plan, Inc., John Deere
Family Health Plan and Deere and Company filed on
May 15, 1995 as Exhibit 99.16 of the Form 10-Q of
Registrants.
</TABLE>
33
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Financial Statements at December 31, 1996 for the period ended December 31,
1996 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000909110
<NAME> ROSEWOOD CARE CENTER CAPITAL FUNDING CORPORATION
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 262
<SECURITIES> 0
<RECEIVABLES> 28,044
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 262
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 28,306
<CURRENT-LIABILITIES> 170
<BONDS> 28,135
<COMMON> 1
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 28,306
<SALES> 0
<TOTAL-REVENUES> 1,071
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,071
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Combined Financial Statements at December 31, 1996 for the period ended
December 31, 1996 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000909114
<NAME> ROSEWOOD CARE CENTER OF GALESBURG
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,796
<SECURITIES> 0
<RECEIVABLES> 5,087
<ALLOWANCES> 206
<INVENTORY> 0
<CURRENT-ASSETS> 7,143
<PP&E> 24,861
<DEPRECIATION> 6,904
<TOTAL-ASSETS> 33,165
<CURRENT-LIABILITIES> 5,084
<BONDS> 0
<COMMON> 65
0
0
<OTHER-SE> 1,830
<TOTAL-LIABILITY-AND-EQUITY> 33,165
<SALES> 14,751
<TOTAL-REVENUES> 15,155
<CGS> 0
<TOTAL-COSTS> 12,226
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,049
<INCOME-PRETAX> 1,880
<INCOME-TAX> 160
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,720
<EPS-PRIMARY> 26
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Combined Financial Statements at December 31, 1996 for the period ended
December 31, 1996 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000909113
<NAME> ROSEWOOD CARE CENTER OF SWANSEA
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,796
<SECURITIES> 0
<RECEIVABLES> 5,087
<ALLOWANCES> 206
<INVENTORY> 0
<CURRENT-ASSETS> 7,143
<PP&E> 24,861
<DEPRECIATION> 6,904
<TOTAL-ASSETS> 33,165
<CURRENT-LIABILITIES> 5,084
<BONDS> 0
<COMMON> 65
0
0
<OTHER-SE> 1,830
<TOTAL-LIABILITY-AND-EQUITY> 33,165
<SALES> 14,751
<TOTAL-REVENUES> 15,155
<CGS> 0
<TOTAL-COSTS> 12,226
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,049
<INCOME-PRETAX> 1,880
<INCOME-TAX> 160
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,720
<EPS-PRIMARY> 26
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Combined Financial Statements at December 31, 1996 for the period ended
December 31, 1996 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000909115
<NAME> ROSEWOOD CARE CENTER OF EAST PEORIA
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,796
<SECURITIES> 0
<RECEIVABLES> 5,087
<ALLOWANCES> 206
<INVENTORY> 0
<CURRENT-ASSETS> 7,143
<PP&E> 24,861
<DEPRECIATION> 6,904
<TOTAL-ASSETS> 33,165
<CURRENT-LIABILITIES> 5,084
<BONDS> 0
<COMMON> 65
0
0
<OTHER-SE> 1,830
<TOTAL-LIABILITY-AND-EQUITY> 33,165
<SALES> 14,751
<TOTAL-REVENUES> 15,155
<CGS> 0
<TOTAL-COSTS> 12,226
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,049
<INCOME-PRETAX> 1,880
<INCOME-TAX> 160
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,720
<EPS-PRIMARY> 26
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Combined Financial Statements at December 31, 1996 for the period ended
December 31, 1996 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000909116
<NAME> ROSEWOOD CARE CENTER OF PEORIA
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,796
<SECURITIES> 0
<RECEIVABLES> 5,087
<ALLOWANCES> 206
<INVENTORY> 0
<CURRENT-ASSETS> 7,143
<PP&E> 24,861
<DEPRECIATION> 6,904
<TOTAL-ASSETS> 33,165
<CURRENT-LIABILITIES> 5,084
<BONDS> 0
<COMMON> 65
0
0
<OTHER-SE> 1,830
<TOTAL-LIABILITY-AND-EQUITY> 33,165
<SALES> 14,751
<TOTAL-REVENUES> 15,155
<CGS> 0
<TOTAL-COSTS> 12,226
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,049
<INCOME-PRETAX> 1,880
<INCOME-TAX> 160
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,720
<EPS-PRIMARY> 26
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Combined Financial Statements at December 31, 1996 for the period ended
December 31, 1996 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000909117
<NAME> ROSEWOOD CARE CENTER OF ALTON
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,796
<SECURITIES> 0
<RECEIVABLES> 5,087
<ALLOWANCES> 206
<INVENTORY> 0
<CURRENT-ASSETS> 7,143
<PP&E> 24,861
<DEPRECIATION> 6,904
<TOTAL-ASSETS> 33,165
<CURRENT-LIABILITIES> 5,084
<BONDS> 0
<COMMON> 65
0
0
<OTHER-SE> 1,830
<TOTAL-LIABILITY-AND-EQUITY> 33,165
<SALES> 14,751
<TOTAL-REVENUES> 15,155
<CGS> 0
<TOTAL-COSTS> 12,226
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,049
<INCOME-PRETAX> 1,880
<INCOME-TAX> 160
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,720
<EPS-PRIMARY> 26
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Combined Financial Statements at December 31, 1996 for the period ended
December 31, 1996 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000909118
<NAME> ROSEWOOD CARE CENTER OF MOLINE
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,796
<SECURITIES> 0
<RECEIVABLES> 5,087
<ALLOWANCES> 206
<INVENTORY> 0
<CURRENT-ASSETS> 7,143
<PP&E> 24,861
<DEPRECIATION> 6,904
<TOTAL-ASSETS> 33,165
<CURRENT-LIABILITIES> 5,084
<BONDS> 0
<COMMON> 65
0
0
<OTHER-SE> 1,830
<TOTAL-LIABILITY-AND-EQUITY> 33,165
<SALES> 14,751
<TOTAL-REVENUES> 15,155
<CGS> 0
<TOTAL-COSTS> 12,226
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,049
<INCOME-PRETAX> 1,880
<INCOME-TAX> 160
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,720
<EPS-PRIMARY> 26
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Combined Financial Statements at December 31, 1996 for the period ended
December 31, 1996 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000909120
<NAME> SWANSEA REAL ESTATE
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,796
<SECURITIES> 0
<RECEIVABLES> 5,087
<ALLOWANCES> 206
<INVENTORY> 0
<CURRENT-ASSETS> 7,143
<PP&E> 24,861
<DEPRECIATION> 6,904
<TOTAL-ASSETS> 33,165
<CURRENT-LIABILITIES> 5,084
<BONDS> 0
<COMMON> 65
0
0
<OTHER-SE> 1,830
<TOTAL-LIABILITY-AND-EQUITY> 33,165
<SALES> 14,751
<TOTAL-REVENUES> 15,155
<CGS> 0
<TOTAL-COSTS> 12,226
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,049
<INCOME-PRETAX> 1,880
<INCOME-TAX> 160
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,720
<EPS-PRIMARY> 26
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Combined Financial Statements at December 31, 1996 for the period ended
December 31, 1996 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000909121
<NAME> GALESBURG REAL ESTATE
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,796
<SECURITIES> 0
<RECEIVABLES> 5,087
<ALLOWANCES> 206
<INVENTORY> 0
<CURRENT-ASSETS> 7,143
<PP&E> 24,861
<DEPRECIATION> 6,904
<TOTAL-ASSETS> 33,165
<CURRENT-LIABILITIES> 5,084
<BONDS> 0
<COMMON> 65
0
0
<OTHER-SE> 1,830
<TOTAL-LIABILITY-AND-EQUITY> 33,165
<SALES> 14,751
<TOTAL-REVENUES> 15,155
<CGS> 0
<TOTAL-COSTS> 12,226
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,049
<INCOME-PRETAX> 1,880
<INCOME-TAX> 160
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,720
<EPS-PRIMARY> 26
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Combined Financial Statements at December 31, 1996 for the period ended
December 31, 1996 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000909122
<NAME> EAST PEORIA REAL ESTATE
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,796
<SECURITIES> 0
<RECEIVABLES> 5,087
<ALLOWANCES> 206
<INVENTORY> 0
<CURRENT-ASSETS> 7,143
<PP&E> 24,861
<DEPRECIATION> 6,904
<TOTAL-ASSETS> 33,165
<CURRENT-LIABILITIES> 5,084
<BONDS> 0
<COMMON> 65
0
0
<OTHER-SE> 1,830
<TOTAL-LIABILITY-AND-EQUITY> 33,165
<SALES> 14,751
<TOTAL-REVENUES> 15,155
<CGS> 0
<TOTAL-COSTS> 12,226
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,049
<INCOME-PRETAX> 1,880
<INCOME-TAX> 160
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,720
<EPS-PRIMARY> 26
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Combined Financial Statements at December 31, 1996 for the period ended
December 31, 1996 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000909123
<NAME> PEORIA REAL ESTATE
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,796
<SECURITIES> 0
<RECEIVABLES> 5,087
<ALLOWANCES> 206
<INVENTORY> 0
<CURRENT-ASSETS> 7,143
<PP&E> 24,861
<DEPRECIATION> 6,904
<TOTAL-ASSETS> 33,165
<CURRENT-LIABILITIES> 5,084
<BONDS> 0
<COMMON> 65
0
0
<OTHER-SE> 1,830
<TOTAL-LIABILITY-AND-EQUITY> 33,165
<SALES> 14,751
<TOTAL-REVENUES> 15,155
<CGS> 0
<TOTAL-COSTS> 12,226
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,049
<INCOME-PRETAX> 1,880
<INCOME-TAX> 160
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,720
<EPS-PRIMARY> 26
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Combined Financial Statements at December 31, 1996 for the period ended
December 31, 1996 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000909124
<NAME> ALTON REAL ESTATE
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,796
<SECURITIES> 0
<RECEIVABLES> 5,087
<ALLOWANCES> 206
<INVENTORY> 0
<CURRENT-ASSETS> 7,143
<PP&E> 24,861
<DEPRECIATION> 6,904
<TOTAL-ASSETS> 33,165
<CURRENT-LIABILITIES> 5,084
<BONDS> 0
<COMMON> 65
0
0
<OTHER-SE> 1,830
<TOTAL-LIABILITY-AND-EQUITY> 33,165
<SALES> 14,751
<TOTAL-REVENUES> 15,155
<CGS> 0
<TOTAL-COSTS> 12,226
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,049
<INCOME-PRETAX> 1,880
<INCOME-TAX> 160
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,720
<EPS-PRIMARY> 26
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Combined Financial Statements at December 31, 1996 for the period ended
December 31, 1996 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000909125
<NAME> MOLINE REAL ESTATE
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,796
<SECURITIES> 0
<RECEIVABLES> 5,087
<ALLOWANCES> 206
<INVENTORY> 0
<CURRENT-ASSETS> 7,143
<PP&E> 24,861
<DEPRECIATION> 6,904
<TOTAL-ASSETS> 33,165
<CURRENT-LIABILITIES> 5,084
<BONDS> 0
<COMMON> 65
0
0
<OTHER-SE> 1,830
<TOTAL-LIABILITY-AND-EQUITY> 33,165
<SALES> 14,751
<TOTAL-REVENUES> 15,155
<CGS> 0
<TOTAL-COSTS> 12,226
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,049
<INCOME-PRETAX> 1,880
<INCOME-TAX> 160
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,720
<EPS-PRIMARY> 26
<EPS-DILUTED> 0
</TABLE>
