FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number
333-37480
CNL Retirement Properties, Inc.
(formerly known as CNL Health Care Properties, Inc.)
(Exact name of registrant as specified in its charter)
Maryland 59-3491443
----------------------------- -----------------------------
(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
450 South Orange Avenue
Orlando, Florida 32801
------------------------------- ------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number
(including area code) (407) 650-1000
-------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the 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 the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
1,091,526 shares of common stock, $.01 par value, outstanding as of November 9,
2000.
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CONTENTS
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Part I Page
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets 1
Condensed Consolidated Statements of Operations 2
Condensed Consolidated Statements of Stockholders' Equity 3
Condensed Consolidated Statements of Cash Flows 4-5
Notes to Condensed Consolidated Financial Statements 6-14
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 15-21
Item 3. Quantitative and Qualitative Disclosures about Market Risk 21
Part II
Other Information 22-25
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CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES
(formerly known as CNL Health Care Properties, Inc.)
CONDENSED CONSOLIDATED BALANCE SHEETS
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September 30, December 31,
2000 1999
-------------- -------------
ASSETS
Land, building and equipment on operating lease, net $14,445,267 $ --
Cash 409,595 4,744,222
Receivables 4,244 --
Loan costs, less accumulated amortization of $5,001 50,916 --
Accrued rental income 13,754 --
Other assets 132,164 344,338
--------------- --------------
$15,055,940 $5,088,560
--------------- --------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Line of credit $ 5,370,000 $ --
Due to related parties 1,139,382 1,775,256
Accounts payable and accrued expenses 1,788 21,167
Interest payable 12,267 --
Security deposit 553,956 --
Rent paid in advance 27,315 --
--------------- --------------
Total liabilities 7,104,708 1,796,423
--------------- --------------
Stockholders' equity:
Preferred stock, without par value.
Authorized and unissued 3,000,000 shares -- --
Excess shares, $.01 par value per share.
Authorized and unissued 103,000,000 shares -- --
Common stock, $.01 par value per share.
Authorized 100,000,000 shares, issued and outstanding
1,017,838 and 540,028 shares, respectively 10,178 5,400
Capital in excess of par value 8,161,327 3,365,531
Accumulated distributions in excess of net earnings (220,273 ) (78,794 )
--------------- --------------
Total stockholders' equity 7,951,232 3,292,137
--------------- --------------
$15,055,940 $ 5,088,560
--------------- --------------
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES (formerly
known as CNL Health Care Properties, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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Quarter Nine Months
Ended September 30, Ended September 30,
2000 1999 2000 1999
------------- ------------- ------------- -------------
Revenues:
Rental income from operating lease $ 344,940 $ -- $ 617,059 $ --
FF&E Reserve income 6,219 -- 9,835 --
Interest income 5,615 31,845 98,464 31,845
-------------- -------------- --------------- --------------
356,774 31,845 725,358 31,845
-------------- -------------- --------------- --------------
Expenses:
Interest 133,633 -- 263,409 --
General operating and administrative 76,214 24,690 269,828 24,690
Asset management fees to related party 20,773 -- 34,622 --
Organizational costs -- 20,000 -- 20,000
Reimbursement of operating expenses
from related party -- -- (213,886 ) --
Depreciation and amortization 111,482 -- 199,428 --
-------------- -------------- --------------- --------------
342,102 44,690 553,401 44,690
-------------- -------------- --------------- --------------
Net Earnings (Loss) $ 14,672 $ (12,845 ) $ 171,957 $ (12,845 )
-------------- -------------- --------------- --------------
Net Earnings (Loss) Per Share of Common
Stock (Basic and Diluted) $ .02 $ (.04 ) $ .23 $ (.04 )
-------------- -------------- --------------- --------------
Weighted Average Number of Shares of
Common Stock Outstanding 940,592 342,929 758,132 342,929
-------------- -------------- --------------- --------------
</TABLE>
See accompanying notes to condensed consolidated financial statements.
CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES (formerly
known as CNL Health Care Properties, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Nine Months Ended September 30, 2000 and Year Ended December 31, 1999
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Common stock Accumulated
Capital in distributions
Number Par Excess of in excess of
of shares value par value net earnings Total
--------------- --------------- -------------- ------------------- --------------
Balance at December 31, 1998 20,000 $ 200 $ 199,800 $ -- $ 200,000
Subscriptions received for common
stock through public offering
and distribution reinvestment
plan 543,528 5,435 5,429,848 -- 5,435,283
Subscriptions held in escrow (23,500 ) (235 ) (234,765 ) -- (235,000 )
Stock issuance costs -- -- (2,029,352 ) -- (2,029,352 )
Net loss -- -- -- (28,390 ) (28,390 )
Distributions declared and paid
($.125 per share) -- -- -- (50,404 ) (50,404 )
--------------- -------------- --------------- ------------------- --------------
Balance at December 31, 1999 540,028 5,400 3,365,531 (78,794 ) 3,292,137
Subscriptions received for common
stock through public offering an
distribution reinvestment plan 454,310 4,543 4,538,582 -- 4,543,125
Subscriptions released from escrow 23,500 235 234,765 -- 235,000
Stock issuance costs -- -- (732,676 ) -- (732,676 )
Adjustment to previously accrued
stock issuance costs -- -- 755,125 -- 755,125
Net earnings -- -- -- 171,957 171,957
Distributions declared and paid
($.404 per share) -- -- -- (313,436 ) (313,436 )
--------------- -------------- --------------- ------------------- --------------
Balance at September 30, 2000 1,017,838 $ 10,178 $8,161,327 $ (220,273 ) $7,951,232
--------------- -------------- --------------- ------------------- --------------
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES (formerly
known as CNL Health Care Properties, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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Nine Months Ended
September 30,
2000 1999
-------------- ---------------
Increase (Decrease) in Cash and Cash Equivalents:
Net Cash Provided by Operating Activities $ 941,807 $ 31,845
--------------- ----------------
Net Cash Used in Investing Activities:
Additions to land, building and equipment
on operating lease (13,848,900 ) --
Payment of acquisition costs (483,972 ) --
--------------- ----------------
Net cash used in investing activities (14,332,872 ) --
--------------- ----------------
Net Cash Provided by Financing Activities:
Payment of offering and acquisition costs paid by
related party on behalf of the Company (343,589 ) --
Proceeds from line of credit 8,100,000 --
Payment of loan costs (55,917 ) --
Repayment of borrowings on line of credit (2,730,000 ) --
Subscriptions received from stockholders 4,778,125 3,918,991
Distributions to stockholders (313,436 ) (16,460 )
Payment of stock issuance costs (378,745 ) (326,785 )
--------------- ----------------
Net cash provided by financing activities 9,056,438 3,575,746
--------------- ----------------
Net Increase (Decrease) in Cash and Cash
Equivalents (4,334,627 ) 3,607,591
Cash and Cash Equivalents at Beginning
of Period 4,744,222 92
--------------- ----------------
Cash and Cash Equivalents at End of
Period $ 409,595 $ 3,607,683
=============== ================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES
(formerly known as CNL Health Care Properties, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
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Nine Months Ended
September 30,
2000 1999
-------------- ----------------
Supplemental Schedule of Non-Cash
Investing and Financing Activities:
Amounts paid by related parties
on behalf of the Company and
its subsidiaries:
Acquisition costs $ -- $ 74,630
Stock issuance costs 97,601 363,682
--------------- ================
$ 97,601 $ 438,312
=============== ================
Costs incurred by the Company and unpaid at period end:
Acquisition costs $ 245,179 $ --
Stock issuance costs 106,530 --
--------------- ----------------
$ 351,709 $ --
=============== ================
Adjustment to previously accrued stock
issuance costs $ 755,125 $ --
=============== ================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES
(formerly known as CNL Health Care Properties, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 2000 and 1999
1. Organization and Nature of Business:
CNL Retirement Properties, Inc., formerly known as CNL Health Care
Properties, Inc., was organized pursuant to the laws of the State of
Maryland on December 22, 1997. CNL Retirement GP Corp. and CNL
Retirement LP Corp. are wholly owned subsidiaries of CNL Retirement
Properties, Inc., each of which was organized pursuant to the laws of
the State of Delaware in December 1999. CNL Retirement Partners, LP is
a Delaware limited partnership formed in December 1999. CNL Retirement
GP Corp. and CNL Retirement LP Corp. are the general and limited
partner, respectively, of CNL Retirement Partners, LP. The term
"Company" includes, unless the context otherwise requires, CNL
Retirement Properties, Inc., CNL Retirement Partners, LP, CNL
Retirement GP Corp. and CNL Retirement LP Corp.
The Company intends to use the proceeds from its public offerings after
deducting offering expenses, primarily to acquire real estate
properties (the "Property" or "Properties") related to health care and
seniors' housing facilities (the "Health Care Facilities") located
across the United States. The Health Care Facilities may include
congregate living, assisted living and skilled nursing facilities,
continuing care retirement communities and life care communities, and
medical office buildings and walk-in clinics. The Company may provide
mortgage financing (the "Mortgage Loans") to operators of Health Care
Facilities in the aggregate principal amount of approximately five to
ten percent of the Company's total assets. The Company also may offer
furniture, fixture and equipment financing ("Secured Equipment Leases")
to operators of Health Care Facilities. Secured Equipment Leases will
be funded from the proceeds of a loan in an amount up to ten percent of
the Company's total assets.
The Company was a development stage enterprise from December 22, 1997
through July 13, 1999. Since operations had not begun, activities
through July 13, 1999 were devoted to the organization of the Company.
The Company acquired its first Property, a Brighton Gardens(R) by
Marriott(R), on April 20, 2000. The Property is located in Orland Park,
Illinois. In connection with the purchase of the Property, the Company,
as lessor, entered into a long-term, triple-net lease agreement.
2. Basis of Presentation:
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with the instructions to Form 10-Q and
do not include all of the information and note disclosures required by
generally accepted accounting principles. The condensed consolidated
financial statements reflect all adjustments, consisting of normal
recurring adjustments, which are, in the opinion of management,
necessary to a fair statement of the results for the interim periods
presented. Operating results for the quarter and nine months ended
September 30, 2000 may not be indicative of the results that may be
expected for the year ending December 31, 2000. Amounts included in the
financial statements as of December 31, 1999 have been derived from
audited financial statements as of that date.
<PAGE>
CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES
(formerly known as CNL Health Care Properties, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Quarters and Nine Months Ended September 30, 2000 and 1999
2. Basis of Presentation - Continued:
These unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in the Form 10-K of
CNL Retirement Properties, Inc. and its subsidiaries for the year ended
December 31, 1999.
The accompanying unaudited condensed consolidated financial statements
include the accounts of CNL Retirement Properties, Inc. and its wholly
owned subsidiaries, CNL Retirement GP Corp. and CNL Retirement LP
Corp., as well as the accounts of CNL Retirement Partners, LP. All
significant intercompany balances and transactions have been
eliminated.
In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101 ("SAB 101") which provides the staff's
views in applying generally accepted accounting principles to selected
revenue recognition issues. SAB 101 requires the Company to defer
recognition of certain percentage rental income until certain
thresholds are met. The Company adopted SAB 101 effective January 1,
2000 without restatement of prior periods.
3. Public Offerings:
On September 18, 2000, the Company completed its offering of up to
15,500,000 shares of common stock ($155,000,000) (the "Initial
Offering"), which included 500,000 shares ($5,000,000) available only
to stockholders who elected to participate in the Company's
distribution reinvestment plan. In addition, the Company registered up
to 600,000 shares issuable upon the exercise of warrants granted to the
managing dealer of the Initial Offering as Shares were sold. In
connection with the Initial Offering, the Company received subscription
proceeds of $9,718,974 (971,898 shares), including $50,463 (5,046
shares) through the distribution reinvestment plan and had issued
approximately 29,900 warrants exercisable for 29,900 shares (see Note
9).
Immediately following the completion of the Initial Offering, the
Company commenced an offering of up to 15,500,000 additional shares of
common stock ($155,000,000) (the "2000 Offering"). Of the 15,500,000
shares of common stock offered, up to 500,000 are available to
stockholders purchasing shares through the distribution reinvestment
plan. The price per share and other terms of the 2000 Offering,
including the percentage of gross proceeds payable (i) to the managing
dealer for selling commissions and expenses in connection with the
offering and (ii) to CNL Retirement Corp. (the "Advisor") for
acquisition fees, are substantially the same as for the Company's
Initial Offering. As of September 30, 2000, the Company had received
total subscription proceeds from the Initial Offering, the 2000
Offering and the sale of warrants of $9,978,385 (997,838 shares),
including $88,874 (8,887 shares) through the distribution reinvestment
plan.
<PAGE>
CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES
(formerly known as CNL Health Care Properties, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Quarters and Nine Months Ended September 30, 2000 and 1999
4. Land, Building and Equipment on Operating Lease:
The Company leases its land, building and equipment to a health care
facility operator. The lease is accounted for under the provisions of
Statement of Financial Accounting Standards No. 13, "Accounting for
Leases," and has been classified as an operating lease. The lease is
for 15 years, provides for minimum and contingent rent and requires the
tenant to pay executory costs. In addition, the tenant pays all
property taxes and assessments and carries insurance coverage for
public liability, property damage, fire and extended coverage. The
lease options allow the tenant to renew the lease for four successive
five-year periods subject to the same terms and conditions of the
initial lease. The lease also requires the establishment of a capital
expenditure reserve fund, which will be used for the replacement and
renewal of furniture, fixtures and equipment relating to the health
care Property (the "FF&E Reserve"). Funds in the FF&E Reserve have been
paid, granted and assigned to the Company as additional rent.
The Company recorded the acquisition of the land, building and
equipment relating to the Property at cost, including acquisition and
closing costs. The building and equipment are depreciated on the
straight-line method over their estimated useful lives of 40 and 7
years, respectively. Land, building and equipment on operating lease
consisted of the following at:
September 30, December 31,
2000 1999
----------------- ---------------
Land $ 2,083,948 $ --
Building 11,530,358 --
Equipmen 1,025,388 --
------------------- ---------------
14,639,694 --
Less accumulated depreciation (194,427) --
=================== ===============
$ 14,445,267 $ --
=================== ===============
The lease provides for an increase in the minimum annual rent
commencing at the beginning of the third lease year. Such amount is
recognized on a straight-line basis over the term of the lease
commencing on the date the Property was placed in service. For the nine
months ended September 30, 2000, the Company recognized $13,754 of such
rental income. This amount is included in rental income from operating
lease in the accompanying consolidated statements of operations.
<PAGE>
CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES
(formerly known as CNL Health Care Properties, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Quarters and Nine Months Ended September 30, 2000 and 1999
4. Land, Building and Equipment on Operating Lease - Continued:
The following is a schedule of future minimum lease payments to be
received on the noncancellable operating lease at September 30, 2000:
2000 $ 337,567
2001 1,350,267
2002 1,373,391
2003 1,384,890
2004 1,384,890
Thereafter 14,223,932
----------------
$ 20,054,937
================
Since the lease is renewable at the option of the tenant, the above
table only presents future minimum lease payments due during the
initial lease term. In addition, this table does not include any
amounts for future contingent rents, which may be received on the lease
based on a percentage of the tenant's gross sales.
5. Other Assets:
Other assets totaling $132,164 and $344,338 as of September 30, 2000
and December 31, 1999, respectively, consisted of acquisition fees and
acquisition expenses which will be allocated to future Properties and
miscellaneous prepaid expenses.
6. Line of Credit:
On April 20, 2000, the Company entered into a revolving line of credit
and security agreement with a bank to be used by the Company to acquire
Properties. The line of credit provides that the Company may receive
advances of up to $25,000,000 until April 19, 2005, with an annual
review to be performed by the bank to indicate that there has been no
substantial deterioration, in the bank's reasonable discretion, of the
Company's credit quality. Interest expense on each advance shall be
payable monthly, with all unpaid interest and principal due no later
than five years from the date of the advance. Generally, advances under
the line of credit will bear interest at either (i) a rate per annum
equal to the London Interbank Offered Rate (LIBOR) plus the difference
between LIBOR and the bank's base rate at the time of the advance or
(ii) a rate equal to the bank's base rate, whichever the Company
selects at the time advances are made. The interest rate will be
adjusted daily in accordance with fluctuations with the bank's rate or
the LIBOR rate, as applicable. Notwithstanding the above, the interest
rate on the first $9,700,000 drawn will be 8.75% through April 1, 2002,
and thereafter will bear interest at either (i) or (ii) above as of
April 1, 2002. In addition, a fee of 0.5% per advance will be due and
payable to the bank on funds as advanced. Each advance made under the
line of credit will be collateralized by the assignment of rents and
leases. In addition, the line of credit provides that the Company will
not be able to further encumber the applicable Property during the term
of the advance without the bank's consent.
CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES
(formerly known as CNL Health Care Properties,Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Quarters and Nine Months Ended September 30, 2000 and 1999
6. Line of Credit - Continued:
The Company will be required, at each closing, to pay all costs, fees
and expenses arising in connection with the line of credit. The Company
must also pay the bank's attorney's fees, subject to a maximum cap,
incurred in connection with the line of credit and each advance.
The Company obtained an advance of $8,100,000 relating to the line of
credit during the nine months ended September 30, 2000. As of September
30, 2000, the Company had repaid $2,730,000 of such amount and had an
outstanding balance of $5,370,000. In connection with the line of
credit, the Company incurred a commitment fee, legal fees and closing
costs of $55,917. The proceeds were used in connection with the
purchase of the Company's Property.
7. Stock Issuance Costs:
The Company has incurred certain expenses of its offering, including
commissions, marketing support and due diligence expense reimbursement
fees, filing fees, legal, accounting, printing and escrow fees, which
have been deducted from the gross proceeds of the offerings. During the
nine months ended September 30, 2000 and 1999, the Company incurred
$732,676 and $838,355, respectively, in stock issuance costs, including
$382,248 and $329,479, respectively, in commissions and marketing
support and due diligence expense reimbursement fees (see Note 9).
These amounts have been charged to stockholders' equity.
Preliminary costs incurred prior to raising capital were advanced by
the Advisor and its affiliates. The Advisor has agreed to pay all
offering expenses (excluding commissions and marketing support and due
diligence expense reimbursement fees) which exceed three percent of the
gross offering proceeds received from the sale of shares of the Company
in connection with the offerings.
8. Distributions:
For the nine months ended September 30, 2000, approximately 68 percent
of the distributions paid to stockholders were considered ordinary
income and approximately 32 percent were considered a return of capital
for federal income tax purposes. No amounts distributed to stockholders
for the nine months ended September 30, 2000 are required to be or have
been treated by the Company as return of capital for purposes of
calculating the stockholders' return on their invested capital. The
characterization for tax purposes of distributions declared for the
nine months ended September 30, 2000 may not be indicative of the
characterization of distributions that may be expected for the year
ending December 31, 2000.
9. Related Party Arrangements:
Certain directors and officers of the Company hold similar positions
with the Advisor and the managing dealer, CNL Securities Corp. These
affiliates receive fees and compensation in connection with the
offerings, and the acquisition, management and sale of the assets of
the Company.
<PAGE>
CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES
(formerly known as CNL Health Care Properties, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Quarters and Nine Months Ended September 30, 2000 and 1999
9. Related Party Arrangements - Continued:
CNL Securities Corp. is entitled to receive commissions amounting to
7.5% of the total amount raised from the sale of shares for services in
connection with the offerings, a substantial portion of which has been
or will be paid as commissions to other broker-dealers. During the nine
months ended September 30, 2000, the Company incurred $358,358 of such
fees, of which $318,017 has been or will be paid by CNL Securities
Corp. as commissions to other broker-dealers.
In addition, CNL Securities Corp. is entitled to receive a marketing
support and due diligence expense reimbursement fee equal to 0.5% of
the total amount raised from the sale of shares, all or a portion of
which may be reallowed to other broker-dealers. During the nine months
ended September 30, 2000, the Company incurred $23,891 of such fees,
the majority of which was reallowed to other broker-dealers and from
which all bona fide due diligence expenses were or will be paid.
In addition, in connection with the Initial Offering, the Company
agreed to issue and sell soliciting dealer warrants ("Soliciting Dealer
Warrants") to CNL Securities Corp. The price for each warrant was
$0.0008 and one warrant was issued for every 25 shares sold by the
managing dealer except where prohibited by federal or state securities
laws. All or a portion of the Soliciting Dealer Warrants may be
reallowed to soliciting dealers with prior written approval from, and
in the sole discretion of, the managing dealer, except where prohibited
by either federal or state securities laws. The holder of a Soliciting
Dealer Warrant will be entitled to purchase one share of common stock
from the Company at a price of $12.00 during the five-year period
commencing with the date the Initial Offering began. No Soliciting
Dealer Warrant, however, will be exercisable until one year from the
date of issuance. During the nine months ended September 30, 2000, the
Company issued approximately 29,900 Soliciting Dealer Warrants. As of
September 30, 2000, CNL Securities Corp. was entitled to receive
approximately 5,900 additional Soliciting Dealer Warrants for shares
sold during the quarter then ended.
CNL Securities Corp. will also receive, in connection with the 2000
Offering, a soliciting dealer servicing fee payable annually by the
Company beginning on December 31 of the year following the year in
which the offering is completed in the amount of 0.20% of the
stockholders' investment in the Company. CNL Securities Corp. in turn
may reallow all or a portion of such fees to soliciting dealers whose
clients hold shares on such date. As of September 30, 2000, no such
fees had been incurred.
The Advisor is entitled to receive acquisition fees for services in
identifying Properties and structuring the terms of the leases of the
Properties and Mortgage Loans equal to 4.5% of gross proceeds of the
offerings, loan proceeds from permanent financing and amounts
outstanding on the line of credit, if any, at the time of listing the
Company's shares of common stock on a national securities exchange or
over-the-counter market, but excluding that portion of the permanent
financing used to finance Secured Equipment Leases. During the nine
months ended September 30, 2000, the Company incurred $215,015 of such
fees. These fees are included in land, building and equipment on
operating lease and other assets at September 30, 2000.
<PAGE>
CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES
(formerly known as CNL Health Care Properties, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Quarters and Nine Months Ended September 30, 2000 and 1999
9. Related Party Arrangements - Continued:
The Company incurs operating expenses which, in general, are those
expenses relating to administration of the Company on an ongoing basis.
Pursuant to the advisory agreement, the Advisor is required to
reimburse the Company the amount by which the total operating expenses
paid or incurred by the Company exceed in any four consecutive fiscal
quarters (the "Expense Year") the greater of two percent of average
invested assets or 25 percent of net income (the "Expense Cap"). During
the four quarters ended June 30, 2000, the Company's operating expenses
exceeded the Expense Cap by $213,886 (the "June 2000 Reimbursement");
therefore, the Advisor reimbursed the Company such amount in accordance
with the advisory agreement. During the Expense Year ending September
30, 2000, the Company's operating expenses, net of the June 2000
Reimbursement, did not exceed the Expense Cap.
The Company and the Advisor have entered into an advisory agreement
pursuant to which the Advisor receives a monthly asset management fee
of one-twelfth of 0.60% of the Company's real estate asset value and
the outstanding principal balance of any Mortgage Loan as of the end of
the preceding month. During the nine months ended September 30, 2000,
the Company incurred $34,622 of such fees.
The Advisor and its affiliates provide various administrative services
to the Company, including services related to accounting; financial,
tax and regulatory compliance reporting; stockholder distributions and
reporting; due diligence and marketing; and investor relations
(including administrative services in connection with the offerings) on
a day-to-day basis. The expenses incurred for these services were
classified as follows for the nine months ended September 30:
<TABLE>
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<S> <C>
2000 1999
-------------------- ------------------
Stock issuance costs $ 103,158 $ 256,795
Other assets 31,190 5,770
General operating and administrative expenses 164,296 9,808
-------------------- ------------------
$ 298,644 $ 272,373
==================== ==================
</TABLE>
The Company's operations began on July 13, 1999, therefore, expenses
incurred for general operating and administrative expenses for the nine
months ended September 30, 1999 represent approximately three months of
activity.
<PAGE>
CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES
(formerly known as CNL Health Care Properties, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Quarters and Nine Months Ended September 30, 2000 and 1999
9. Related Party Arrangements - Continued:
Amounts due to related parties consisted of the following at:
<TABLE>
<CAPTION>
<S> <C>
September 30, December 31,
2000 1999
-------------------- -------------------
Due to the Advisor:
Expenditures incurred for offering expenses on behalf
of the Company $ 876,064 $ 1,432,291
Accounting and administrative services due to the
Advisor 12,799 6,739
Acquisition fees and expenses 244,287 336,226
-------------------- -------------------
1,133,150 1,775,256
-------------------- -------------------
Due to CNL Securities Corp.:
Commissions 5,840 --
Marketing support and due diligence expense
reimbursement fee 392 --
-------------------- -------------------
6,232 --
-------------------- -------------------
$ 1,139,382 $ 1,775,256
==================== ===================
</TABLE>
10. Concentration of Credit Risk:
All of the Company's rental income for the nine months ended September
30, 2000 was earned from one lessee, Brighton Gardens(R) Orland Park,
LLC, which operates the Property as a Brighton Gardens(R) by
Marriott(R).
Although the Company intends to acquire additional Properties,
including Properties located in various states and regions, and to
carefully screen its tenants in order to reduce risks of default,
failure of any one health care chain or lessee that contributes more
than ten percent of the Company's rental income could significantly
impact the results of operations of the Company. However, management
believes that the risk of such a default is reduced due to the
essential or important nature of this Property for the ongoing
operations of the lessee.
It is expected that the percentage of total rental income contributed
by this lessee will decrease as additional Properties are acquired in
subsequent periods.
<PAGE>
CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES
(formerly known as CNL Health Care Properties, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Quarters and Nine Months Ended September 30, 2000 and 1999
11. Subsequent Events:
During the period October 1 through November 9, 2000, the Company
received subscription proceeds for an additional 73,688 shares
($736,880) of common stock. As of November 9, 2000, the Company had
received total subscription proceeds of $10,915,265.
On October 1, 2000 and November 1, 2000, the Company declared
distributions totaling $59,340 and $63,454, respectively or $0.0583 per
share of common stock, payable in December 2000, to stockholders of
record on October 1 and November 1, 2000 respectively.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following information contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These statements generally are characterized by
the use of terms such as "believe," "expect" and "may." Although the Company
believes that the expectations reflected in such forward-looking statements are
based upon reasonable assumptions, the Company's actual results could differ
materially from those set forth in the forward-looking statements. Certain
factors that might cause such a difference include the following: changes in
general economic conditions, changes in real estate conditions, availability of
proceeds from the Company's current Offering, the ability of the Company to
obtain permanent financing on satisfactory terms, the ability of the Company to
continue to locate suitable tenants for its properties and borrowers for its
mortgage loans and secured equipment leases, and the ability of tenants and
borrowers to make payments under their respective leases, mortgage loans or
secured equipment leases. Given these uncertainties, readers are cautioned not
to place undue reliance on such statements.
The Company
CNL Retirement Properties, Inc., formerly known as CNL Health Care
Properties, Inc., is a Maryland corporation that was organized on December 22,
1997. CNL Retirement GP Corp. and CNL Retirement LP Corp. are wholly owned
subsidiaries of CNL Retirement Properties, Inc., organized in Delaware in
December 1999. CNL Retirement Partners, LP is a Delaware limited partnership
formed in December 1999. CNL Retirement GP Corp. and CNL Retirement LP Corp. are
the general and limited partner, respectively, of CNL Retirement Partners, LP.
The property currently owned and assets acquired in the future are expected to
be held, by CNL Retirement Partners, LP and, as a result, owned by CNL
Retirement Properties, Inc. through the partnership. The term "Company"
includes, unless the context otherwise requires, CNL Retirement Properties,
Inc., CNL Retirement Partners, LP, CNL Retirement GP Corp. and CNL Retirement LP
Corp.
At a special meeting of stockholders of the Company, held on August 22,
2000, the stockholders approved an amendment to the Company's Amended and
Restated Articles of Incorporation proposed by the Board of Directors to change
the Company's name. Effective August 24, 2000, the Company changed its name from
CNL Health Care Properties, Inc. to CNL Retirement Properties, Inc. The Board of
Directors believes that this will provide better name recognition of the Company
in the context of its business.
Liquidity and Capital Resources
Common Stock Offerings
Pursuant to a registration statement on Form S-11 under the Securities
Act of 1933 effective September 18, 1998, the Company registered for sale an
aggregate of up to $155,000,000 of shares of common stock (15,500,000 shares at
$10 per share), with 500,000 of such shares available only to stockholders who
elected to participate in the Company's reinvestment plan (the "Initial
Offering"). As of July 13, 1999, the Company had received aggregate subscription
proceeds of $2,751,052 (275,105 Shares), which exceeded the minimum offering
amount of $2,500,000, and $2,526,052 of the funds were released from escrow. The
remaining subscription proceeds of $225,000 (representing funds received from
Pennsylvania investors) were held in escrow until the Company received aggregate
subscriptions, which exceeded $7,775,000 on June 13, 2000. The Initial Offering
of shares concluded on
<PAGE>
September 18, 2000. In connection with the Initial Offering, the Company
received subscription proceeds of $9,718,974 (971,898 shares), including $50,463
(5,046 shares) through the reinvestment plan.
Immediately following the completion of the Initial Offering, the
Company commenced an offering of up to 15,500,000 additional shares of common
stock ($155,000,000) (the "2000 Offering"). Of the 15,500,000 shares of common
stock offered, up to 500,000 are available to stockholders purchasing shares
through the reinvestment plan. The price per share and other terms of the 2000
Offering, including the percentage of gross proceeds payable (i) to the managing
dealer for selling commissions and expenses in connection with the offering and
(ii) to CNL Retirement Corp (the "Advisor") for acquisition fees, are
substantially the same as for the Company's Initial Offering.
The managing dealer of the offerings of shares of the Company is CNL
Securities Corp., an affiliate of the Advisor.
As of September 30, 2000, the Company had received aggregate
subscription proceeds from its Initial Offering and 2000 Offering of $9,978,385
(997,838 shares), including $88,874 (8,887 shares) through its reinvestment
plan. As of September 30, 2000, the Company had net proceeds of approximately
$8,382,000 following the deduction of selling commissions, marketing support and
due diligence expense reimbursement fees, organization and offering expenses of
approximately three percent, and acquisition fees. The Company has used the
majority of net proceeds, along with advances from its line of credit to invest
in a Brighten Gardens by Marriott(R) property in Orland Park, Illinois, (see
"Property Acquisitions and Investments" below.)
The Company expects to use additional net proceeds from its 2000
Offering to purchase additional properties (the "Property" or "Properties") and
to invest in mortgage loans. In addition, the Company intends to borrow money to
acquire assets and to pay certain related fees. The Company intends to encumber
assets in connection with such borrowing. The Company has obtained a revolving
$25,000,000 initial line of credit. The Company also plans to obtain permanent
financing. The line of credit may be repaid with offering proceeds, proceeds
from the sale of assets, working capital or permanent financing. The aggregate
amount of any permanent financing shall not exceed 30% of the Company's total
assets and the maximum amount the Company may borrow is 300% of the Company's
net assets.
Indebtedness
On April 20, 2000, the Company entered into a revolving line of credit
and security agreement with a bank to be used by the Company to acquire
Properties. The line of credit provides that the Company may receive advances of
up to $25,000,000 until April 19, 2005, with an annual review to be performed by
the bank to indicate that there has been no substantial deterioration, in the
bank's reasonable discretion, of the Company's credit quality. Interest expense
on each advance shall be payable monthly, with all unpaid interest and principal
due no later than five years from the date of the advance. Generally, advances
under the line of credit will bear interest at either (i) a rate per annum equal
to the London Interbank Offered Rate (LIBOR) plus the difference between LIBOR
and the bank's base rate at the time of the advance or (ii) a rate equal to the
bank's base rate, whichever the Company selects at the time advances are made.
The interest rate will be adjusted daily in accordance with fluctuations with
the bank's rate or the LIBOR rate, as applicable. Notwithstanding the above, the
interest rate on the first $9,700,000 drawn will be 8.75% through April 1, 2002,
and thereafter will bear interest at either (i) or (ii) above as of April 1,
2002. In addition, a fee of 0.5% per advance will be due and payable to the bank
<PAGE>
Liquidity and Capital Resources - Continued
on funds as advanced. Each advance made under the line of credit will be
collateralized by the assignment of rents and leases. In addition, the line of
credit provides that the Company will not be able to further encumber the
applicable Property during the term of the advance without the bank's consent.
The Company will be required, at each closing, to pay all costs, fees and
expenses arising in connection with the line of credit. The Company must also
pay the bank's attorney's fees, subject to a maximum cap, incurred in connection
with the line of credit and each advance. During the nine months ended September
30, 2000, the Company obtained an advance of $8,100,000 and repaid $2,730,000
relating to the line of credit.
In connection with the line of credit, the Company incurred an
origination fee, legal fees and closing costs of $55,917. The proceeds from
borrowing on the line of credit were used in connection with the purchase of the
Company's Property, described below.
Property Acquisition and Investments
On April 20, 2000, the Company used offering proceeds of $5,748,900 and
advances under its line of credit of $8,100,000 to acquire a private-pay
assisted living community for a total cost of $13,848,900. The Property is a
Brighton Gardens(R) by Marriott(R) in Orland Park, Illinois. In connection with
the purchase of the Property, the Company, as lessor, entered into a long-term,
triple-net lease agreement.
Cash and Cash Equivalents
Until Properties are acquired, or mortgage loans are entered into, net offering
proceeds are held in short-term (defined as investments maturing in less than 30
days), highly liquid investments which management believes to have appropriate
safety of principal. This investment strategy provides high liquidity in order
to facilitate the Company's use of these funds to acquire Properties at such
time as Properties suitable for acquisition are located or to fund mortgage
loans. At September 30, 2000, the Company had $409,595 invested in such
short-term investments as compared to $4,744,222 at December 31, 1999. The
decrease in the amount invested in short-term investments was primarily
attributable to the purchase of the Company's Property and repayments on the
line of credit, partially offset by subscription proceeds received from the sale
of shares during the nine months ended September 30, 2000. The funds remaining
at September 30, 2000, along with additional funds expected to be received from
the sale of shares, will be used primarily to repay amounts outstanding on the
line of credit, to purchase additional Properties, to make mortgage loans, to
pay organizational and offering expenses and acquisition expenses, to pay
distributions to stockholders, to meet other Company expenses and, in
management's discretion, to create cash reserves.
<PAGE>
Liquidity and Capital Resources - Continued
Liquidity Requirements
During the nine months ended September 30, 2000 and 1999, the Company
generated cash from operations (which includes cash received from tenants and
interest, less cash paid for operating expenses) of $941,807 and $31,845,
respectively. For the nine months ending September 30, 2000, cash from
operations includes a security deposit of $553,956 which was received from the
tenant. The Company expects to meet its short-term liquidity requirements, other
than for offering expenses, the acquisition and development of Properties, and
the investment in mortgage loans and secured equipment leases, through cash flow
provided by operating activities. The Company believes that cash flow provided
by operating activities will be sufficient to fund normal recurring operating
expenses, regular debt service requirements and distributions to stockholders.
To the extent that the Company's cash flow provided by operating activities is
not sufficient to meet such short-term liquidity requirements as a result, for
example, of unforeseen expenses due to the tenant defaulting under the terms of
its lease agreement, the Company will use borrowings under its line of credit.
Due to the fact that the Company leases its Property, and expects to
lease any Properties acquired in the future, on a triple-net basis, meaning that
tenants are required to pay all repairs and maintenance, property taxes,
insurance and utilities, management does not believe that working capital
reserves are necessary at this time. Management believes that the Property is
adequately covered by insurance. In addition, the Advisor has obtained
contingent liability and property coverage for the Company. This insurance
policy is intended to reduce the Company's exposure in the unlikely event a
tenant's insurance policy lapses or is insufficient to cover a claim relating to
the Property. The Company expects to meet its other short-term liquidity
requirements, including payment of offering expenses, property acquisitions and
development, and investment in mortgage loans and secured equipment leases, with
additional advances under its line of credit and proceeds from its offerings.
The Company expects to meet its long-term liquidity requirements through short-
or long-term, unsecured or secured debt financing or equity financing.
As of September 30, 2000, the tenant of the Property owned by the
Company had established a reserve fund which will be used for the replacement
and renewal of furniture, fixtures and equipment relating to the Property (the
"FF&E Reserve"). Funds in the FF&E Reserve have been paid, granted and assigned
to the Company. For the nine months ended September 30, 2000, revenue relating
to the FF&E Reserve totaled $9,835. Due to the fact that the Property is leased
on a long-term, triple-net basis, management does not believe that other working
capital reserves are necessary at this time. Management has the right to cause
the Company to maintain additional reserves if, in their discretion, they
determine such reserves are required to meet the Company's working capital
needs.
Distributions
The Company declared and paid distributions to its stockholders
totaling $313,436 and $16,460 during the nine months ended September 30, 2000
and 1999, respectively. On October 1 and November 1, 2000, the Company declared
distributions of $.058 per share of common stock. These distributions are
payable in December 2000.
<PAGE>
Liquidity and Capital Resources - Continued
For the nine months ended September 30, 2000, approximately 68 percent
of the distributions received by stockholders were considered to be ordinary
income and approximately 32 were considered as a return of capital for federal
income tax purposes. No amounts distributed to stockholders for the nine months
ended September 30, 2000 were required to be or have been treated by the Company
as return of capital for purposes of calculating the stockholders' return on
their invested capital. For the nine months ended September 30, 1999, 100
percent of distributions received by stockholders were considered ordinary
income for federal income tax purposes. The Company intends to continue to make
distributions of cash available for such purpose to the stockholders on a
monthly basis, payable quarterly.
Due to Related Parties
During the nine months ended September 30, 2000 and 1999, affiliates
incurred on behalf of the Company $244,740 and $363,682, respectively, for
certain organizational and offering expenses, $94,307 and $74,630, respectively,
for certain acquisition expenses and $125,548 and $18,642, respectively, for
certain operating expenses. As of September 30, 2000 and December 31, 1999, the
Company owed affiliates $1,139,382 and $1,775,256, respectively, for such
amounts and unpaid fees and administrative expenses. The Advisor of the Company
has agreed to pay all organizational and offering expenses (excluding selling
commissions and marketing support and due diligence expense reimbursement fees)
in excess of three percent of gross offering proceeds.
In the course of the Initial Offering, $777,559 was incurred by the
Company in selling commissions, marketing support and due diligence
reimbursement fees to related parties, a majority of which was reallowed to
other broker-dealer firms. In addition, in the Initial Offering, the Company
reimbursed affiliates $285,139 for certain organizational and offering expenses
incurred on behalf of the Company and administrative services related to the
Initial Offering.
Pursuant to the advisory agreement, the Advisor is also required to
reimburse the Company the amount by which the total operating expenses paid or
incurred by the Company exceed in any four consecutive fiscal quarters (the
"Expense Year") the greater of two percent of average invested assets or 25
percent of net income (the "Expense Cap"). During the four quarters ended June
30, 2000, the Company's operating expenses exceeded the Expense Cap by $213,886
(the "June 2000 Reimbursement"); therefore, the Advisor reimbursed the Company
such amount in accordance with the advisory agreement. During the Expense Year
ending September 30, 2000, the Company's operating expenses, net of the June
2000 Reimbursement, did not exceed the Expense Cap.
Other
Management is not aware of any material trends, favorable or
unfavorable, in either capital resources or the outlook for long-term cash
generation, nor does management expect any material changes in the availability
and relative cost of such capital resources. Management expects that the cash to
be generated from operations will be adequate to pay operating expenses and to
make distributions to stockholders.
<PAGE>
Results of Operations
No operations commenced until the Company received the minimum offering
proceeds of $2,500,000 on July 13, 1999.
Revenues
As of September 30, 2000, the Company had acquired one Property
consisting of land, building and equipment, and had entered into a long-term,
triple-net lease agreement relating to the Property. The Property lease provides
for minimum base rental payments of $103,867 that are generally payable every
four weeks. The lease also provides that, after 24 months, the base rent
required under the terms of the lease will increase. In addition to annual base
rent, the tenant pays contingent rent computed as a percentage of gross sales of
the Property. The lease also requires the establishment of an FF&E Reserve. The
FF&E Reserve is owned by the Company and amounts received by the Company in
connection with the FF&E have been recognized as additional rent. For the
quarter and nine months ended September 30, 2000, the Company earned $344,940
and $617,059, respectively, in rental income from the Property. The Company also
earned $6,219 and $9,835 in FF&E Reserve income during the quarter and nine
months ended September 30, 2000, respectively. Because the Company has not yet
acquired all of its Properties, revenues for the nine months ended September 30,
2000, represent only a portion of revenues which the Company is expected to earn
in future periods.
During the nine months ended September 30, 2000 and 1999, the Company
also earned $98,464 and $31,845, respectively, in interest income from
investments in money market accounts ($5,615 and $31,845 of which was earned
during the quarters ended September 30, 2000 and 1999, respectively.) Interest
income is expected to increase as the Company invests subscription proceeds
received in the future in highly liquid investments pending investment in
Properties and mortgage loans. However, as net offering proceeds are used to
repay amounts outstanding on the Company's line of credit or invested in
Properties and used to make mortgage loans, the percentage of the Company's
total revenues earned from interest income from investments in money market
accounts or other short term, highly liquid investments is expected to decrease.
Significant Tenants
During the nine months ended September 30, 2000, the Company owned one
Property. The lessee, Brighton Gardens(R) Orland Park, LLC, contributed 100
percent of the Company's total rental income. In addition, the Property is
operated as a Marriott(R) brand chain. Although the Company intends to acquire
additional Properties located in various states and regions and to carefully
screen its tenants in order to reduce risks of default, failure of this lessee
or the Marriott(R) brand chain could significantly impact the results of
operations of the Company. However, management believes that the risk of such a
default is reduced due to the essential or important nature of this Property for
the ongoing operations of the lessee. It is expected that the percentage of
total rental income contributed by this lessee will decrease as additional
Properties are acquired and leased during subsequent periods.
<PAGE>
Results of Operations - Continued
Expenses
Operating expenses, including interest expense and depreciation and
amortization expense, were $767,287 and $44,690 for the nine months ended
September 30, 2000 and 1999, respectively, of which $342,102 and $44,690 were
incurred for the quarters ended September 30, 2000 and 1999, respectively.
Operating expenses represent only a portion of operating expenses which the
Company is expected to incur during a nine month period in which the Company
owns Properties for the full nine months. The dollar amount of operating
expenses is expected to increase as the Company acquires additional Properties
and invests in mortgage loans. However, general and administrative expenses as a
percentage of total revenues are expected to decrease as the Company acquires
additional Properties and invests in mortgage loans.
Pursuant to the advisory agreement, the Advisor is required to
reimburse the Company the amount by which the total operating expenses paid or
incurred by the Company exceed the Expense Cap in an Expense Year. During the
Expense Year ended June 30, 2000, the Company's operating expenses totaled
$287,084, exceeding the Expense Cap by $213,886; therefore, the Advisor
reimbursed the Company such amount in accordance with the advisory agreement.
During the Expense Year ending September 30, 2000, the Company's operating
expenses, net of the June 2000 Reimbursement, did not exceed the Expense Cap.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
The interest rate on the first $9,700,000 drawn on the Company's line
of credit will be 8.75% through April 1, 2002. However, the Company is subject
to interest rate risk through advances greater than $9,700,000 on its variable
rate line of credit. The Company may mitigate this risk by paying down its line
of credit from offering proceeds should interest rates rise substantially.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. Inapplicable.
Item 2. Changes in Securities and Use of Proceeds.
(d) The information required by this item is set forth in
Part I. Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations and
is hereby incorporated by reference.
Item 3. Defaults upon Senior Securities. Inapplicable.
Item 4. Submission of Matters to a Vote of Security Holders.
(a) A special meeting of stockholders of the Company was
held in Orlando, Florida on August 22, 2000 for the
purpose of changing the name of the company to "CNL
Retirement Properties, Inc."
(b) Proxies for the meeting were solicited and there was
no solicitation in opposition to management's
solicitations.
(c) The voting results for the Company name change were
as follows:
For Against Abstain
------------- ------------- -------------
601,840 2,479 9,280
Item 5. Other Information. Inapplicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
3.1 CNL Health Care Properties, Inc. Amended and
Restated Articles of Incorporation (Included
as Exhibit 3.1 to the Registrant's 1998 Report
on Form 10-K filed with the Securities and
Exchange Commission on March 5, 1999 and
incorporated herein by reference.)
3.2 CNL Health Care Properties, Inc. Bylaws
(Included as Exhibit 3.2 to the Registrant's
1998 Report on Form 10-K filed with the
Securities and Exchange Commission on March 5,
1999 and incorporated herein by reference.)
3.3 CNL Health Care Properties, Inc. Articles of
Amendment to Amended and Restated Articles of
Incorporation dated June 27, 2000 (Included as
Exhibit 3.3 to the June 30, 2000 Form 10-Q
filed with the Securities and Exchange
Commission on August 1, 2000 and incorporated
herein by reference.)
<PAGE>
3.4 Articles of Amendment to the Amended and
Restated Articles of Incorporation of CNL
Health Care Properties, Inc. dated August 24,
2000 (Included as Exhibit 3.5 to Registration
Statement No. 333-37480 on Form S-11 and
incorporated herein by reference.)
3.5 Amendment No. 1 to the Bylaws of CNL Health
Care Properties, Inc. (Included as Exhibit 3.6
to Registration Statement No. 333-37480 on
Form S-11 and incorporated herein by
reference.)
4.1 Reinvestment Plan (Included as Exhibit 4.4 to
Registration Statement No. 333-37480 on Form
S-11 and incorporated herein by reference.)
10.1 Advisory Agreement, dated as of September 15,
1998, between CNL Health Care Properties, Inc.
and CNL Health Care Corp. (Included as Exhibit
10.1 to the Registrant's 1998 Report on Form
10-K filed with the Securities and Exchange
Commission on March 5, 1999 and incorporated
herein by reference.)
10.2 Indemnification Agreement between CNL Health
Care Properties, Inc. and Thomas J. Hutchison
III dated February 29, 2000. Each of the
following directors and/or officers has signed
a substantially similar agreement as follows:
James M. Seneff, Jr., Robert A. Bourne, David
W. Dunbar, Timothy S. Smick, Edward A. Moses,
Jeanne A. Wall and Lynn E. Rose dated
September 15, 1998 and Phillip M. Anderson,
Jr. dated February 19, 1999 (Included as
Exhibit 10.2 to the March 31, 2000 Form 10-Q
filed with the Securities and Exchange
Commission on May 3, 2000 and incorporated
herein by reference.)
10.3 Agreement of Limited Partnership of CNL Health
Care Partners, LP (Included as Exhibit 10.10
to Registration Statement No. 333-47411 on
Form S-11 and incorporated herein by
reference.)
10.4 Purchase and Sale Agreement between CNL Health
Care Partners, LP and Marriott Senior Living
Services, Inc., relating to the Brighton
Gardens(R) by Marriott(R) - Orland Park,
Illinois (Included as Exhibit 10.4 to the
March 31, 2000 Form 10-Q filed with the
Securities and Exchange Commission on May 3,
2000 and incorporated herein by reference.)
10.5 Lease Agreement between CNL Health Care
Partners, LP and BG Orland Park, LLC dated
April 20, 2000, relating to the Brighton
Gardens(R) by Marriott(R) - Orland Park,
Illinois (Included as Exhibit 10.5 to the
March 31, 2000 Form 10-Q filed with the
Securities and Exchange Commission on May 3,
2000 and incorporated herein by reference.)
10.6 Revolving Line of Credit Agreement with CNL
Health Care Properties, Inc., CNL Health Care
Partners, LP and Colonial Bank, dated April
20, 2000 (Included as Exhibit 10.6 to the
March 31, 2000 Form 10-Q filed with the
Securities and Exchange Commission on May 3,
2000 and incorporated herein by reference.)
27. Financial Data Schedule (Filed herewith.)
(b) The Company filed one report on Form 8-K on September
6, 2000, in connection with the name change of the
Company.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED this 9th day of November, 2000.
CNL RETIREMENT PROPERTIES, INC.
By: /s/ James M. Seneff, Jr.
------------------------
JAMES M. SENEFF, JR.
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Robert A. Bourne
------------------------
ROBERT A. BOURNE
Director and President
(Principal Financial and
Accounting Officer)
