As filed with the Securities and Exchange Commission on November 21, 2000
Registration No. 333-37480
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. ONE
TO
FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CNL RETIREMENT PROPERTIES, INC.
(Formerly known as CNL Health Care Properties, Inc.)
(Exact Name of Registrant as Specified in Charter)
CNL Center at City Commons
450 South Orange Avenue
Orlando, Florida 32801
Telephone: (407) 650-1000
(Address of Principal executive offices)
JAMES M. SENEFF, JR.
Chief Executive Officer
CNL Center at City Commons
450 South Orange Avenue
Orlando, Florida 32801
Telephone: (407) 650-1000
(Name, Address and Telephone
Number of Agent for Service)
COPIES TO:
THOMAS H. McCORMICK, ESQUIRE
JAMES A. BLALOCK III, ESQUIRE
Shaw Pittman
2300 N Street, N.W.
Washington, D.C. 20037
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<PAGE>
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CNL RETIREMENT PROPERTIES, INC.
(Formerly CNL Health Care Properties, Inc.)
Supplement No. 1, dated November 21, 2000
to Prospectus, dated September 5, 2000
===============================================================================
This Supplement is part of, and should be read in conjunction with, the
Prospectus dated September 5, 2000. Capitalized terms used in this Supplement
have the same meaning as in the Prospectus unless otherwise stated herein.
Information as to the Property acquired by the Company is presented as
of November 9, 2000, and all references to the Property acquisition should be
read in that context. Proposed properties for which the Company receives initial
commitments, as well as property acquisitions that occur after November 9, 2000,
will be reported in a subsequent Supplement.
THE OFFERINGS
GENERAL
Upon the termination of its Initial Offering on September 18, 2000, the
Company had received aggregate subscriptions for 971,898 Shares totalling
$9,718,974 in gross proceeds, including 5,046 Shares ($50,463) issued pursuant
to the Reinvestment Plan. Following the termination of the Initial Offering, the
Company commenced this offering of up to 15,500,000 Shares. As of November 9,
2000, the Company had received aggregate subscriptions for 1,071,527 Shares
totalling $10,715,265 in gross proceeds, including 8,887 Shares ($88,874) issued
pursuant to the Reinvestment Plan from its Initial Offering and this offering.
As of November 9, 2000, net proceeds to the Company from its offerings of Shares
and capital contributions from the Advisor, after deduction of selling
commissions, marketing support and due diligence expense reimbursement fees and
organizational and offering expenses of three percent, totalled approximately
$9,700,000. The Company had used approximately $5,800,000 of net offering
proceeds and $8,100,000 in advances relating to its line of credit, described in
the section of the Prospectus entitled "Business -- Borrowing," to invest
approximately $13,900,000 in one assisted living Property. As of November 9,
2000, the Company had repaid advances totalling $2,730,000 relating to its line
of credit and had paid approximately $924,000 in Acquisition Fees and
Acquisition Expenses, leaving approximately $243,000 of net offering proceeds
available to invest in Properties and Mortgage Loans, or to further reduce the
balance outstanding on its line of credit.
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.
MANAGEMENT COMPENSATION
For information concerning compensation and fees paid to the Advisor
and its Affiliates since the date of inception of the Company, see "Certain
Relationships and Related Transactions."
<PAGE>
BUSINESS
GENERAL
The following information updates and replaces the first table on page
43 and the fourth paragraph on page 44 of the Prospectus.
Life Expectancy Trends
at Age 65 (in years)
Year Male Female
------------ ------- ----------
1965 12.9 16.3
1980 14.0 18.4
1985 14.4 18.6
1990 15.0 19.0
1991 15.1 19.1
1992 15.2 19.2
1993 15.1 19.0
1994 15.3 19.0
1995 15.3 19.0
1996* 15.8 19.1
1997* 15.6 19.2
1998** 15.7 19.2
1999** 15.7 19.3
2000** 15.8 19.3
2005** 16.1 19.4
2010** 16.3 19.5
* preliminary data
** estimated
Source: Social Security Administration Office of Programs: Data from the Office
of the Actuary
According to the Health Care Financing Administration and the National
Health Statistics Group, the health care industry represents over 13.5% of the
United States' gross domestic product ("GDP") with at least $1.092 trillion in
annual expenditures. The Health Care Financing Administration expects this
figure to rise to over 16.2% of the GDP by 2008, with $2.2 trillion in annual
expenditures. According to the U.S. Bureau of Census, U.S. health care
construction expenditures are estimated to be $17.4 billion per year and
growing. With regard to housing for seniors, there are three major contributors
to growth and the attraction of capital, according to the National Investment
Conference for the Senior Living and Long Term Care Industries in 1996. They are
(i) demographics, (ii) the limited supply of new product, and (iii) the
investment community's increased understanding of the industry. The Company
believes the growth in demand and facilities will continue at least 50 years due
to the favorable demographics, the increase in public awareness of the industry,
the preference of seniors for obtaining care in non-institutional settings and
the cost savings realized in a non-institutional environment.
BORROWING
The following information updates and replaces the third full paragraph
on page 61 of the Prospectus.
The Company may also borrow funds for the purpose of preserving its
status as a REIT. For example, the Company may borrow to the extent necessary to
permit the Company to make Distributions required in order to enable the Company
to qualify as a REIT for federal income tax purposes; however, the Company will
not borrow for the purpose of returning Invested Capital to the stockholders
unless necessary to eliminate corporate-level tax to the Company. The aggregate
borrowing of the Company, secured and unsecured, shall be reasonable in relation
to Net Assets of the Company and shall be reviewed by the Board of Directors at
least quarterly. The Board of Directors anticipates that the Company will have
one or more Lines of Credit initially in amounts up to $45,000,000; however, the
Line of Credit may be increased at the discretion of the Board of Directors. In
addition, the Board of
<PAGE>
Directors anticipates that the aggregate amount of the Permanent Financing will
not exceed 30% of the Company's total assets. However, in accordance with the
Company's Articles of Incorporation, the maximum amount of borrowing in relation
to Net Assets, shall not exceed 300% of Net Assets.
SELECTED FINANCIAL DATA
The following table sets forth certain financial information for the
Company, and should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the Financial
Statements included in Appendix B.
<TABLE>
<CAPTION>
<S> <C>
Nine Months Ended
September 30, September 30,
2000 1999 (1) Year Ended December 31,
(Unaudited) (Unaudited) 1999 (1) 1998 (1) 1997 (1)
(2)
--------------- --------------- ---------- ---------- -----------
Revenues $ 725,358 $ 31,845 $ 86,231 $ -- $ --
Organizational costs -- 20,000 35,000 -- --
Other operating expenses 553,401 24,690 79,621 -- --
Net earnings (loss) (3) 171,957 (12,845 ) (28,390 ) -- --
Cash distributions declared (4) 313,436 16,460 50,404 -- --
Funds from operations (5) 300,873 (12,845 ) (28,390 ) -- --
Cash from operations 941,807 31,845 12,851 -- --
Earnings (loss) per Share .23 (.04 ) (.07 ) -- --
Cash distributions declared .40 .05 .13 -- --
per Share
Weighted average number of
Shares 758,132 342,929 412,713 -- --
outstanding (6)
September 30, September 30,
2000 1999 December 31,
(Unaudited) (Unaudited) 1999 1998 1997
--------------- --------------- ---------- ---------- -----------
Total assets $15,055,940 $3,880,105 $5,088,560 $976,579 $280,330
Total stockholders' equity 7,951,232 2,293,992 3,292,137 200,000 200,000
</TABLE>
(1) No operations commenced until the Company received minimum offering
proceeds of $2,500,000 and funds were released from escrow on July 14,
1999. The Company did not acquire its first Property until April 20,
2000; therefore, revenues for the year ended December 31, 1999
consisted only of interest income on funds held in interest bearing
accounts pending investment in a Property.
(2) Selected financial data for 1997 represents the period December 22,
1997 (date of inception) through December 31, 1997.
(3) Net loss for the nine months ended September 30, 1999 is primarily the
result of a deduction of $20,000 in organizational costs in accordance
with generally accepted accounting principles.
(4) Cash distributions are declared by the Board of Directors and generally
are based on various factors, including cash available from operations.
For the nine months ended September 30, 2000 and 1999, and the year
ended December 31, 1999, 45%, 100% and 100%, respectively, of cash
distributions represent a return of capital in accordance with
generally accepted accounting principles ("GAAP"). Cash distributions
treated as a return of capital on a GAAP basis represent the amount of
cash distributions in excess of net earnings on a GAAP basis, including
organizational costs that were expensed for GAAP purposes for the year
ended December 31, 1999 and deductions for depreciation expense for the
nine months ended September 30, 2000. The Company has not treated such
amount as a return of capital for purposes of calculating Invested
Capital and the Stockholders' 8% Return.
(5) Funds from operations ("FFO"), based on the revised definition adopted
by the Board of Governors of the National Association of Real Estate
Investment Trusts ("NAREIT") and as used herein, means net earnings
determined in accordance with GAAP, excluding gains or losses from debt
restructuring and sales of property, plus depreciation and amortization
of real estate assets and after adjustments for unconsolidated
partnerships and joint ventures. (Net earnings determined in accordance
with GAAP include the noncash effect of straight-lining rent increases
throughout the lease terms. This straight-lining is a GAAP convention
requiring real estate companies to report rental revenue based on the
average rent per year over the life of the leases. During the nine
months ended September 30, 2000, net earnings included $13,754 of these
amounts. No such amounts were earned during 1999, 1998 and 1997.) FFO
was developed by NAREIT as a relative measure of performance and
liquidity of an equity REIT in order to recognize that income-producing
real estate historically has not depreciated on the basis determined
under GAAP. However, FFO (i) does not represent cash generated from
operating activities determined in accordance with GAAP (which, unlike
FFO, generally reflects all cash effects of transactions and other
events that enter into the determination of net earnings), (ii) is not
necessarily indicative of cash flow available to fund cash needs and
(iii) should not be considered as an alternative to net earnings
determined in accordance with GAAP as an indication of the Company's
operating performance, or to cash flow from operating activities
determined in accordance with GAAP as a measure of either liquidity or
the Company's ability to make distributions. Accordingly, the Company
believes that in order to facilitate a clear understanding of the
consolidated historical operating results of the Company, FFO should be
considered in conjunction with the Company's net earnings and cash
flows as reported in the accompanying financial statements and notes
thereto. See Appendix B -- Financial Information.
(6) The weighted average number of Shares outstanding is based upon the
period the Company was operational.
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 local and national real estate
conditions, the availability of capital from borrowings under the Company's Line
of Credit, availability of proceeds from the Company's offering, the ability of
the Company to obtain Permanent Financing on satisfactory terms, the ability of
the Company to continue to identify suitable investments, 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 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 is, 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.
The Company was formed to acquire Properties related to Health Care
Facilities located across the United States. The Health Care Facilities may
include congregate living facilities, assisted living facilities, skilled
nursing facilities, continuing care retirement communities, life care
communities, medical office buildings and walk-in clinics. The Properties will
be leased on a long term, "triple-net" basis. The Company may also provide
Mortgage Loans to operators of Health Care Facilities in the aggregate principal
amount of approximately 5% to 10% of the Company's total assets. The Company may
also offer Secured Equipment Leases to operators of Health Care Facilities. The
aggregate principal amount of Secured Equipment Leases is not expected to exceed
10% of Gross Proceeds.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Common Stock Offerings
During the period December 22, 1997 (date of inception) through
December 31, 1998, a capital contribution of $200,000 from the Advisor was the
Company's sole source of capital. On September 18, 1998, the Company commenced
the Initial Offering of Shares of Common Stock. Upon the termination of the
Initial Offering on September 18, 2000, the Company had received aggregate
subscriptions for 971,898 Shares totalling $9,718,974 in gross proceeds,
including 5,046 Shares ($50,463) issued pursuant to the Reinvestment Plan.
Following the termination of the Initial Offering, the Company commenced this
offering of up to 15,500,000 Shares of Common Stock ($155,000,000). As of
November 9, 2000, the Company had received aggregate subscription proceeds of
$10,715,265 (1,071,527 Shares), including $88,874 (8,887 Shares) through its
Reinvestment Plan from its Initial Offering and this offering. As of November 9,
2000, net proceeds to the Company from its offerings of Shares and capital
contributions from the Advisor, after deduction of selling commissions,
marketing support and due diligence expense reimbursement fees and
organizational and offering expenses of three percent totalled approximately
$9,700,000. In April 2000, the Company used approximately $5,800,000 of net
offering proceeds from its Initial Offering and $8,100,000 in advances relating
to its line of credit, described in the section of the Prospectus entitled
"Business -- Borrowing," to invest approximately $13,900,000 in one assisted
living Property. As of November 9, 2000, the Company had repaid advances of
$2,730,000 relating to its line of credit and had paid approximately $924,000 in
Acquisition Fees and Acquisition Expenses, leaving approximately $243,000 of
net offering proceeds available to invest in Properties and Mortgage Loans or to
further reduce the balance outstanding on its line of credit. See the section of
the Prospectus entitled "Business -- Property Acquisitions" for a description of
the Property owned as of November 9, 2000. As of November 9, 2000, the Company
had not entered into any Mortgage Loans.
The Company expects to use additional Net Offering Proceeds from the
sale of Shares (Gross Proceeds less fees and expenses of the offering) from this
offering, to purchase additional Properties and, to a lesser extent, make
Mortgage Loans. See "Investment Objectives and Policies." 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 borrowings.
The Company currently has a $25,000,000 revolving line of credit available, as
described below. The line of credit may be increased at the discretion of the
Board of Directors and may be repaid with offering proceeds, proceeds from the
sale of Assets, working capital or Permanent Financing. The Company may also
obtain Permanent Financing; although, it has not yet received a commitment for
any Permanent Financing, and there is no assurance that the Company will obtain
any Permanent Financing on satisfactory terms. The Board of Directors
anticipates that the aggregate amount of any Permanent Financing will not exceed
30% of the Company's total Assets. The maximum amount the Company may borrow is
300% of the Company's Net Assets. The number of Properties to be acquired and
Mortgage Loans in which the Company may invest will depend upon the amount of
Net Offering Proceeds and loan proceeds available to the Company. The amount
invested in Secured Equipment Leases is not expected to exceed 10% of Gross
Proceeds.
Indebtedness
On April 20, 2000, the Company entered into a $25,000,000 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 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. 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 attorneys 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
for $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.
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.
Property Acquisition and Investments
On April 20, 2000, the Company acquired its first Property, a
private-pay assisted living community 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.
As of November 9, 2000, the Company had not entered into any
arrangements creating a reasonable probability that an additional Property would
be acquired or a particular Mortgage Loan or Secured Equipment Lease would be
funded. The Company is presently negotiating to acquire additional Properties,
but as of November 9, 2000, the Company had not acquired any such Properties or
entered into any Mortgage Loans.
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, such as demand deposit accounts
at commercial banks, certificates of deposit and money market accounts, 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 Offering Expenses and
Acquisition Expenses, to pay Distributions to stockholders and other Company
expenses and, in management's discretion, to create cash reserves.
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 Properties acquired in the future, on a long-term, triple-net basis,
meaning that tenants are generally required to pay all repairs and maintenance,
property taxes, insurance and utilities, management does not believe that
working capital reserves, other than the FF&E Reserve fund described below, 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, the acquisition and development of Properties and the
investment in Mortgage Loans and Secured Equipment Leases, with additional
advances under its line of credit and proceeds from this offering. The Company
expects to meet its long-term liquidity requirements through short- or
long-term, unsecured or secured debt financing or equity financing. Rental
payments under the leases are expected to exceed the Company's operating
expenses. For these reasons, no short-term or long-term liquidity problems
associated with operating the Properties are currently anticipated by
management.
As of September 30, 2000, the tenant of the Property owned by the
Company had established an FF&E Reserve fund which will be used for the
replacement and renewal of furniture, fixtures and equipment relating to the
Property. Funds in the FF&E Reserve have been paid, granted and assigned to the
Company. As of September 30, 2000, the FF&E Reserve totalled $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
totalling $313,436, $16,460 and $50,404 during the nine months ended September
30, 2000 and 1999, and the period July 14, 1999 (the date operations commenced)
through December 31, 1999, respectively. No Distributions were paid or declared
for the period December 22, 1997 (date of inception) through July 13, 1999
because operations had not commenced. On October 1 and November 1, 2000, the
Company declared Distributions of $.058 per Share to stockholders of record on
October 1 and November 1, respectively, payable in December 2000.
For the nine months ended September 30, 2000, approximately 68% of the
Distributions received by stockholders were considered to be ordinary income and
approximately 32% were considered a return of capital for federal income tax
purposes. For the nine months ended September 30, 1999 and the year ended
December 31, 1999, 100% of the Distributions received by stockholders were
considered to be ordinary income for federal income tax purposes. No amounts
distributed or to be distributed to the stockholders as of November 9, 2000,
were required to be or have been treated by the Company as a return of capital
for purposes of calculating the Stockholders' 8% Return on Invested Capital. 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, the years
ended December 31, 1999 and 1998, and the period December 22, 1997 (date of
inception) through December 31, 1997, Affiliates incurred on behalf of the
Company $244,740, $363,682, $421,878, $562,739 and $43,398, respectively, for
certain organizational and offering expenses. In addition, during the nine
months ended September 30, 2000 and 1999, and the year ended December 31, 1999,
Affiliates of the Company incurred $94,307, $74,630 and $98,206, respectively,
for certain Acquisition Expenses and $125,548, $18,642 and $41,307,
respectively, for certain operating expenses on behalf of the Company. As of
September 30, 2000 and December 31, 1999, the Company owed the Affiliates
$1,139,382 and $1,775,256, respectively, for such amounts and unpaid fees and
administrative expenses. The Advisor 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
proceeds of the offerings.
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% 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 ended
September 30, 2000, the Company's Operating Expenses, net of the June 2000
Reimbursement, did not exceed the Expense Cap.
<PAGE>
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, other than as referred to in the
Prospectus.
Management expects that the cash generated from operations will be
adequate to pay operating expenses and to make Distributions to stockholders.
RESULTS OF OPERATIONS
No operations commenced until the Company received the minimum offering
proceeds of $2,500,000 on July 14, 1999.
Revenues
On April 20, 2000, the Company had acquired its first Property
consisting of land, building and equipment, and entered into a long-term,
triple-net lease agreement relating to the Property. The 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 is required to pay contingent rent computed as a percentage of tenant's
gross sales at 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 Reserve 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, and the year
ended December 31, 1999, the Company earned $98,464, $31,845 and $86,231,
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, BG Orland Park, LLC, contributed 100% 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.
Expenses
Operating expenses, including interest expense and depreciation and
amortization expense, were $767,287, $44,690 and $114,621 for the nine months
ended September 30, 2000 and 1999, and the year ended December 31, 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
full nine-month and twelve-month period in which the Company owns Properties.
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
<PAGE>
expected to decrease as the Company acquires additional Properties and invests
in Mortgage Loans. Operating expenses included $35,000 in organizational
expenses for the year ended December 31, 1999. Organizational expenses represent
the cost related to forming the Company and are not expected to be incurred 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 the Expense Cap in an Expense Year. During the
Expense Year ended June 30, 2000, the Company's Operating Expenses exceeded 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.
Other
The Company has elected, pursuant to Internal Revenue Code Section
856(c)(1), to be taxed as a REIT under Sections 856 through 860 of the Internal
Revenue Code of 1986, as amended, and related regulations. As a REIT, for
federal income tax purposes, the Company generally will not be subject to
federal income tax on income that it distributes to its stockholders. If the
Company fails to qualify as a REIT in any taxable year, it will be subject to
federal income tax on its taxable income at regular corporate rates and will not
be permitted to qualify for treatment as a REIT for federal income tax purposes
for four years following the year during which qualification is lost. Such an
event could materially affect the Company's net earnings. However, the Company
believes that it is organized and operates in such a manner as to qualify for
treatment as a REIT for the year ended December 31, 1999. In addition, the
Company intends to continue to operate the Company so as to remain qualified as
a REIT for federal income tax purposes.
The Company anticipates that its leases will be triple-net leases and
will contain provisions that management believes will mitigate the effect of
inflation. Such provisions will include clauses requiring the payment of
percentage rent based on certain gross sales above a specified level and/or
automatic increases in the base rent at specified times during the term of the
lease. Management expects that increases in gross sales volumes due to inflation
and real sales growth should result in an increase in rental income over time.
Continued inflation also may cause capital appreciation of the Company's
Properties. Inflation and changing prices, however, also may have an adverse
impact on the sales of the Properties and on potential capital appreciation of
the Properties.
In April of 1998, the American Institute of Certified Public
Accountants issued Statement of Position ("SOP") 98-5, "Reporting on the Costs
of Start-Up Activities," which became effective for the Company January 1, 1999.
This SOP requires start-up and organization costs to be expensed as incurred and
also requires previously deferred start-up costs to be recognized as a
cumulative effect adjustment in the statement of earnings. During the year ended
December 31, 1999, operating expenses included a charge of $35,000 for
organizational costs.
Management of the Company currently knows of no trends that will have a
material adverse effect on liquidity, capital resources or results of
operations.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Managing Dealer is entitled to receive Selling Commissions
amounting to 7.5% of the total amount raised from the sale of Shares of Common
Stock for services in connection with the offering of Shares, a substantial
portion of which may be paid as commissions to other broker-dealers. For the
years ended December 31, 1999 and 1998, the Company incurred $388,109 and
$1,912, respectively, of such fees in connection with the Initial Offering, of
which $370,690 and $1,785, respectively, was paid by CNL Securities Corp. as
commissions to other broker-dealers. In addition, during the period January 1,
2000 through September 18, 2000, the Company incurred $338,902 of such fees in
connection with the Initial Offering, and during the period September 19, 2000
through November 9, 2000, the Company incurred $74,722 of such fees in
connection with this offering, the majority of which has been or will be paid by
CNL Securities Corp. as commissions to other broker-dealers.
In addition, the Managing Dealer 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. For the years ended December 31, 1999 and
1998, the Company incurred $25,874 and $128, respectively, of such fees in
connection with the Initial Offering, the majority of which has been or will be
reallowed to other broker-dealers and from which all bona fide due diligence
expenses will be paid. In addition, during the period January 1, 2000 through
September 18, 2000, the Company incurred $22,593 of such fees in connection with
the Initial Offering, and during the period September 19, 2000 through November
9, 2000, the Company incurred $4,981 of such fees in connection with this
offering, the majority of which has been or will be reallowed to other
broker-dealers and from which all bona fide due diligence expenses will be paid.
In addition, in connection with the Initial Offering, the Company
agreed to issue and sell soliciting dealer warrants to the Managing Dealer. The
price for each warrant was $0.0008 and one warrant was issued for every 25
Shares sold by the Managing Dealer in connection with the Initial Offering. 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 is 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
warrants, however, are 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. No
soliciting dealer warrants will be issued in connection with this offering.
CNL Securities Corp. will also receive, in connection with this
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 Invested Capital (calculated for purposes of
this fee, using only Shares sold pursuant to this offering). 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 the Properties and structuring the terms of the acquisition and
leases of the Properties and structuring the terms of the Mortgage Loans equal
to 4.5% of Total Proceeds. For the years ended December 31, 1999 and 1998, the
Company incurred $232,865 and $1,148, respectively, of such fees in connection
with the Initial Offering. In addition, during the period January 1, 2000
through September 18, 2000, the Company incurred $203,341 of such fees in
connection with the Initial Offering, and during the period September 19, 2000
through November 9, 2000, the Company incurred $44,833 of such fees in
connection with this offering.
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 Loans as of the end of the
preceding month. The Asset Management Fee, which will not exceed fees which are
competitive for similar services in the same geographic area, may or may not be
taken, in whole or in part as to any year, in the sole discretion of the
Advisor. All or any portion of the Asset Management Fee not taken as to any
fiscal year shall be deferred without interest and may be taken in such other
fiscal year as the Advisor shall determine. During the nine months ended
September 30, 2000, the Company incurred $34,622 of such fees. No such fees were
incurred during the years ended December 31, 1999 and 1998.
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 described above, 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 2% of Average Invested Assets or 25% of Net Income (the
"Expense Cap"). During the four fiscal 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 ended
September 30, 2000, the Company's Operating Expenses, net of the June 2000
Reimbursement, did not exceed the Expense Cap.
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 offering of Shares) on a day-to-day basis. For
the nine months ended September 30, 2000, the years ended December 31, 1999 and
1998, and the period December 22, 1997 (date of inception) through December 31,
1997, the Company incurred $298,644, $373,480, $196,184 and $15,202,
respectively, for these services. For the nine months ended September 30, 2000
and the year ended December 31, 1999, $103,158 and $328,229, respectively, of
<PAGE>
such costs represented stock issuance costs, $31,190 and $6,455, respectively,
represented acquisition related costs and $164,296 and $38,796, respectively,
represented general operating and administrative expenses. For 1998 and 1997,
such amounts are included in deferred offering costs.
The Company believes that all amounts paid or payable by the Company to
Affiliates are fair and comparable to amounts that would be paid for similar
services provided by unaffiliated third parties.
DISTRIBUTION POLICY
DISTRIBUTIONS
The following information updates and replaces the table and the third
paragraph on page 87 of the Prospectus.
The following table reflects total Distributions and total
Distributions per Share declared by the Company during each month since the
Company commenced operations.
Total Distributions
Month Distributions per Share
-------------------- -------------- ---------------
August 1999 $ 7,422 $0.025
September 1999 9,038 0.025
October 1999 10,373 0.025
November 1999 11,289 0.025
December 1999 12,282 0.025
January 2000 13,501 0.025
February 2000 14,530 0.025
March 2000 15,562 0.025
April 2000 24,822 0.037
May 2000 40,804 0.058
June 2000 43,306 0.058
July 2000 50,847 0.058
August 2000 52,929 0.058
September 2000 57,135 0.058
October 2000 59,340 0.058
November 2000 63,454 0.058
For the nine months ended September 30, 2000 and the period July 13,
1999 (the date operations of the Company commenced) through December 31, 1999,
approximately 68% and 100%, respectively, of the Distributions declared and paid
were considered to be ordinary income and for the nine months ended September
30, 2000, approximately 32% were considered a return of capital for federal
income tax purposes. No amounts distributed to stockholders for the periods
presented are required to be or have been treated by the Company as a return of
capital for purposes of calculating the Stockholders' 8% Return on Invested
Capital. Due to the fact that the Company had only acquired one Property and was
still in the offering stage as of September 30, 2000, the characterization of
Distributions for federal income tax purposes is not necessarily considered by
management to be representative of the characterization of Distributions in
future periods. In addition, the characterization for tax purposes of
Distributions declared for the nine months ended September 30, 2000 may not be
indicative of the results that may be expected for the year ending December 31,
2000.
<PAGE>
ADDENDUM TO
APPENDIX B
FINANCIAL INFORMATION
-------------------------------------------------------------------
THE UPDATED PRO FORMA FINANCIAL STATEMENTS AND THE UNAUDITED
FINANCIAL STATEMENTS OF CNL RETIREMENT PROPERTIES, INC.
(FORMERLY CNL HEALTH CARE PROPERTIES, INC.) CONTAINED IN THIS
ADDENDUM SHOULD BE READ IN CONJUNCTION WITH APPENDIX B TO THE
ATTACHED PROSPECTUS, DATED SEPTEMBER 5, 2000.
-------------------------------------------------------------------
<PAGE>
INDEX TO FINANCIAL STATEMENTS
CNL RETIREMENT PROPERTIES, INC.
(formerly CNL Health Care Properties, Inc.)
<TABLE>
<CAPTION>
<S> <C>
Page
Pro Forma Consolidated Financial Information (unaudited):
Pro Forma Consolidated Balance Sheet as of September 30, 2000 B-2
Pro Forma Consolidated Statement of Operations for the nine months ended September 30, 2000 B-3
Pro Forma Consolidated Statement of Operations for the year ended December 31, 1999 B-4
Notes to Pro Forma Consolidated Financial Statements for the nine months ended
September 30, 2000 and the year ended December 31, 1999 B-5
Updated Unaudited Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets as of September 30, 2000 and December 31, 1999 B-7
Condensed Consolidated Statements of Operations for the quarters and nine months ended
September 30, 2000 and 1999 B-8
Condensed Consolidated Statements of Stockholders' Equity for the nine
months ended September 30, 2000 and the year ended December 31, 1999 B-9
Condensed Consolidated Statements of Cash Flows for the nine months ended
September 30, 2000 and 1999 B-10
Notes to Condensed Consolidated Financial Statements for the quarters and nine months ended
September 30, 2000 and 1999 B-12
</TABLE>
<PAGE>
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following Unaudited Pro Forma Consolidated Balance Sheet of CNL
Retirement Properties, Inc. (formerly CNL Health Care Properties, Inc.) and
subsidiaries (the "Company") gives effect to (i) the receipt of an initial
capital contribution of $200,000 from the Advisor, $9,978,385 in gross offering
proceeds from the sale of 997,838 shares of common stock for the period from
inception through September 30, 2000, and the application of such funds to pay
offering expenses and miscellaneous acquisition expenses and to purchase a
property, (ii) the receipt of $736,880 in gross offering proceeds from the sale
of 73,688 additional shares for the period October 1, 2000 through November 9,
2000 and the payment of related offering expenses, acquisition fees and
miscellaneous acquisition expenses, as reflected in the pro forma adjustments
described in the related notes. The Unaudited Pro Forma Consolidated Balance
Sheet as of September 30, 2000 includes the transactions described in (i) above,
from the historical balance sheet, adjusted to give effect to the transactions
in (ii) above as if they had occurred on September 30, 2000.
The Unaudited Pro Forma Consolidated Statements of Operations for the
nine months ended September 30, 2000 and the year ended December 31, 1999,
include the operating results of the property described in (i) above from the
date the property became operational through the end of the pro forma period
presented.
This pro forma consolidated financial information is presented for
informational purposes only and does not purport to be indicative of the
Company's financial results or condition if the various events and transactions
reflected therein had occurred on the dates or been in effect during the periods
indicated. This pro forma consolidated financial information should not be
viewed as indicative of the Company's financial results or conditions in the
future.
<PAGE>
CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES
(formerly CNL Health Care Properties, Inc.)
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
<S> <C>
Pro Forma
ASSETS Historical Adjustments Pro Forma
------------ ------------- -------------
Land, building and equipment on operating lease $14,445,267 $ -- $ 14,445,267
Cash and cash equivalents 409,595 644,770 (a) 1,054,365
Receivable 4,244 -- 4,244
Loan costs -- 50,916
50,916
Accrued rental income 13,754 -- 13,754
Other assets 132,164 33,160 (a) 165,324
------------ ------------- -------------
$ 15,055,940 $ 677,930 $ 15,733,870
============ ============= =============
LIABILITIES AND STOCKHOLDERS'
EQUITY
Liabilities:
Line of credit $ 5,370,000 $ -- $ 5,370,000
Accounts payable and accrued expenses -- 1,788
1,788
Due to related parties 1,139,382 -- 1,139,382
Interest payable 12,267 -- 12,267
Security deposits 553,956 -- 553,956
Deferred rental income 27,315 27,315
--
------------ ------------- -------------
Total liabilities 7,104,708 -- 7,104,708
------------ ------------- -------------
Stockholders' equity:
Preferred stock, without par value.
Authorized and unissued 3,000,000 shares -- -- --
Excess shares, $0.01 par value per share.
Authorized and unissued 103,000,000 shares -- -- --
Common stock, $0.01 par value per share.
Authorized 100,000,000 shares; issued and
outstanding 1,017,838 shares; issued and
outstanding, as adjusted, 1,091,526 shares 10,178 737 (a) 10,915
Capital in excess of par value 8,161,327 677,193 (a) 8,838,520
Accumulated distributions in excess of net earnings (220,273) -- (220,273)
------------ ------------- -------------
Total stockholders' equity 7,951,232 677,930 8,629,162
------------ ------------- -------------
$ 15,055,940 $ 677,930 $ 15,733,870
============ ============= =============
</TABLE>
See accompanying notes to unaudited pro forma consolidated financial statements.
<PAGE>
CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES
(formerly CNL Health Care Properties, Inc.)
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
<S> <C>
Pro Forma
Historical Adjustments Pro Forma
----------- --------------- ------------
Revenues:
Rental income from operating lease $ 617,059 $ 417,761 (1) $ 1,034,820
FF&E Reserve income 9,835 9,809 (2) 19,644
Interest and other income 98,464 (90,959)(3) 7,505
----------- ------------- ------------
725,358 336,611 1,061,969
----------- ------------- ------------
Expenses:
Interest 263,409 216,563 (4) 479,972
General operating and administrative 269,828 -- 269,828
Asset management fees to related party 34,622 27,697 (5) 62,319
Reimbursement of operating expenses from
related party (213,886) 104,851 (6) (109,035)
Depreciation and amortization 199,428 134,726 (7) 334,154
----------- ------------- ------------
553,401 483,837 1,037,238
----------- ------------- ------------
Net Earnings $ 171,957 $ (142,226) $ 24,731
=========== ============= ============
Earnings Per Share of Common Stock
(Basic and Diluted) (8) $ 0.23 $ 0.03
=========== ============
Weighted Average Number of Shares of Common
Stock Outstanding 758,132 788,771
=========== ============
</TABLE>
See accompanying notes to unaudited pro forma consolidated financial statements.
<PAGE>
CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES
(formerly CNL Health Care Properties, Inc.)
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
<S> <C>
Pro Forma
Historical Adjustments Pro Forma
------------ --------------- --------------
Revenues:
Rental income from operating lease $ -- $ 304,141 (1) $ 304,141
FF&E Reserve income -- 7,296 (2) 7,296
Interest and other income 86,231 (43,169)(3) 43,062
----------- --------------- --------------
86,231 268,268 354,499
----------- --------------- --------------
Expenses:
Interest -- 161,438 (4) 161,438
General operating and administrative 79,621 -- 79,621
Asset management fees to related party -- 13,849 (5) 13,849
Organizational costs 35,000 -- 35,000
Depreciation and amortization -- 100,180 (7) 100,180
----------- --------------- --------------
114,621 275,467 390,088
----------- --------------- --------------
Net Loss $ (28,390) $ (7,199) $ (35,589)
=========== =============== ==============
Loss Per Share of Common Stock (Basic and
Diluted) (8) $ (0.07) $ (0.07)
=========== ==============
Weighted Average Number of Shares of Common
Stock Outstanding 412,713 514,035
=========== ==============
See accompanying notes to unaudited pro forma consolidated financial statements.
</TABLE>
<PAGE>
CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES
(formerly CNL Health Care Properties, Inc.)
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2000 AND
YEAR ENDED DECEMBER 31, 1999
Unaudited Pro Forma Consolidated Balance Sheet:
(a) Represents gross proceeds of $736,880 from the sale of 73,688 shares
during the period October 1, 2000 through November 9, 2000 and the
payment of related acquisition fees, selling commissions and offering
expenses which have been netted against stockholders' equity.
Unaudited Pro Forma Consolidated Statements of Operations:
(1) Represents adjustment to rental income from the operating lease for the
property acquired by the Company on April 20, 2000 (the "Pro Forma
Property") for the period commencing the date the Pro Forma Property
became operational by the previous owner to the earlier of (i) the date
the Pro Forma Property was acquired by the Company or (ii) the end of
the pro forma period presented. The date the Pro Forma Property is
treated as becoming operational by the previous owner as a rental
property for purposes of the Pro Forma Consolidated Statements of
Operations was October 11, 1999.
The lease provides for the payment of percentage rent in addition to
base rental income; however, no percentage rent was due under the lease
for the Pro Forma Property during the period the Company was assumed to
have held the property.
(2) Represents reserve funds, which will be used for the replacement and
renewal of furniture, fixtures and equipment relating to the Pro Forma
Property (the "FF&E Reserve"). The funds in the FF&E Reserve and all
property purchased with funds from the FF&E Reserve will be paid,
granted and assigned to the Company. In connection therewith, FF&E
Reserve income was earned at approximately $2,200 per month.
(3) Represents adjustment to interest income due to the decrease in the
amount of cash available for investment in interest bearing accounts
during the period commencing the date the Pro Forma Property became
operational by the previous owner to the earlier of (i) the date the
Pro Forma Property was acquired by the Company or (ii) the end of the
pro forma period presented, as described in Note (1). The pro forma
adjustment is based upon the fact that interest income from interest
bearing accounts was earned at a rate of approximately five percent per
annum by the Company during the year ended December 31, 1999 and the
nine months ended September 30, 2000.
(4) Represents adjustment to interest expense incurred at a rate of 8.75%
per annum in connection with the assumed borrowings from the line of
credit of $8,100,000 on October 11, 1999.
(5) Represents increase in asset management fees relating to the Pro Forma
Property for the period commencing the date the Pro Forma Property
became operational by the previous owner to the earlier of (i) the date
the Pro Forma Property was acquired by the Company or (ii) the end of
the pro forma period presented, as described in Note (1). Asset
management fees are equal to 0.60% per year of the Company's Real
Estate Asset Value as defined in the Company's prospectus.
<PAGE>
CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES
(formerly CNL Health Care Properties, Inc.)
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND
THE YEAR ENDED DECEMBER 31, 1999
Unaudited Pro Forma Consolidated Statements of Operations - Continued:
(6) Pursuant to the advisory agreement, CNL Retirement Corp. (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 Expense Year ended June 30, 2000, the
Company's operating expenses exceeded the Expense Cap by $213,886.
During the Expense Year ended September 30, 2000, the Company's
operating expenses, net of the June 2000 Reimbursement, did not exceed
the Expense Cap.
As a result of the Pro Forma Property being treated in the Pro Forma
Consolidated Statements of Operations as operational since October 11,
1999, the Expense Cap increased based on two percent of average
invested assets; therefore, the amount of the reimbursement of
operating expenses from related party was adjusted for the nine months
ended September 30, 2000.
(7) Represents increase in depreciation expense of the building and the
furniture, fixture and equipment ("FF&E") portions of the Pro Forma
Property accounted for as an operating lease using the straight-line
method. The building and FF&E are depreciated over useful lives of 40
and seven years, respectively. Also represents amortization of the loan
costs of $55,917 (.5% origination fee on the $8,100,000 from borrowings
on the line of credit, associated legal fees and closing costs)
amortized under the straight-line method over a period of five years.
(8) Historical earnings per share were calculated based upon the weighted
average number of shares of common stock outstanding during the nine
months ended September 30, 2000 and the year ended December 31, 1999.
As a result of the Pro Forma Property being treated in the Pro Forma
Consolidated Statements of Operations as operational since October 11,
1999, the Company assumed approximately 670,638 shares of common stock
were sold, and the net offering proceeds were available for the
purchase of this property. Due to the fact that approximately 270,400
of these shares of common stock were actually sold subsequently, during
the period October 11, 1999 through April 20, 2000, the weighted
average number of shares outstanding for the pro forma periods were
adjusted. Pro forma earnings per share were calculated based upon the
weighted average number of shares of common stock outstanding, as
adjusted, during the nine months ended September 30, 2000 and the year
ended December 31, 1999.
<PAGE>
CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES
(formerly known as CNL Health Care Properties, Inc.)
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
<S> <C>
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
<TABLE>
<CAPTION>
<S> <C>
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.
<PAGE>
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
<TABLE>
<CAPTION>
<S> <C>
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
($.125 per share) -- -- -- (50,404) (50,404)
--------------- -------------- --------------- --------------- -------------
Balance at December 31, 1999 540,028 5,400 3,365,531 (78,794) 3,292,137
Subscriptions received for common
stock through public offering and
distribution reinvestment plan 454,310 4,543 4,538,582 -- 4,543,125
Subscriptions released from escrow 23,500 235 234,765 -- 235,000
Stock issuance costs -- -- (732,676) -- (732,676)
Adjustment to previously accrued
stock issuance costs -- -- 755,125 -- 755,125
Net earnings -- -- -- 171,957 171,957
Distributions declared and paid
($.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
<TABLE>
<CAPTION>
<S> <C>
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
<TABLE>
<CAPTION>
<S> <C>
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 --
Equipment 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.
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
==============
<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:
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.
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.
<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
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.
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.
<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:
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.
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.
<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 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:
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
=============== =============
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.
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>
<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
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.
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>
Prospectus [LOGO]
CNL RETIREMENT PROPERTIES, INC.
(Formerly CNL Health Care Properties, Inc.)
15,500,000 Shares of Common Stock
Minimum Purchase -- 250 Shares ($2,500)
100 Shares ($1,000) for IRAs and Keogh and Pension Plans
Minimum purchase may be higher in certain states
Of the 15,500,000 shares of common stock that we have registered, we
are offering 15,000,000 shares to investors who meet our suitability standards
and up to 500,000 shares to stockholders who become participants in our
reinvestment plan.
We are qualified and operated for federal income tax purposes as a real
estate investment trust.
An investment in our shares involves significant risks. See "Risk
Factors" beginning on page 11 for a discussion of material risks that you should
consider before you invest in the common stock being sold with this Prospectus,
including:
o We currently own one property, so you will not have the opportunity to
evaluate all the properties that will be in our portfolio.
o Both the number of properties that we will acquire and the
diversification of our investments will be reduced to the extent that
the total proceeds of the offering are less than $150,000,000. This
will leave us exposed to a potential adverse effect from an
underperforming tenant or an underperforming facility type.
o We will rely on CNL Retirement Corp. with respect to all investment
decisions. CNL Retirement Corp. and its affiliates have limited
previous experience in investing in health care properties, which could
adversely affect our business.
o Some of the officers of CNL Retirement Corp. and its affiliates are or
will be engaged in other activities that will result in conflicts of
interest with the services that CNL Retirement Corp. will provide to
us. Those officers could take actions that are more favorable to other
entities than to us. The resolution of conflicts in favor of other
entities could have a negative impact on our financial performance.
o There is currently no public trading market for the shares, and there
is no assurance that one will develop. If the shares are not listed on
a national securities exchange or over-the-counter market by December
31, 2008, we will sell our assets and distribute the proceeds.
o We have not obtained a commitment for permanent financing and may be
unable to do so on satisfactory terms. Without permanent financing, it
could be more difficult for us to acquire properties and make mortgage
loans and equipment financing. The secured equipment lease program is
not funded through offering proceeds and is therefore dependent upon
our obtaining financing.
o We are subject to risks arising out of government regulation of the
health care industry, which may reduce the value of our investments and
the amount of revenues we receive from tenants. Some of our tenants may
be dependent upon government reimbursements and other tenants may be
dependent on their success in attracting seniors with sufficient
independent means to pay for the tenants' services.
o We may, without the approval of a majority of our independent
directors, incur debt totalling up to 300% of the value of our net
assets, including debt to make distributions to stockholders in order
to maintain our status as a real estate investment trust, or a REIT. If
we are unable to meet our debt service obligations, we may lose our
investment in any properties that secure underlying indebtedness on
which we have defaulted.
o If we do not remain qualified as a REIT for federal income tax
purposes, we could be subject to taxation on our income at regular
corporate rates, which would reduce the amount of funds available for
distributions to stockholders.
o We expect to pay substantial fees to some of our affiliates and
estimate that approximately 9% of the proceeds from the sale of shares
will be paid in fees and expenses to our affiliates for services and as
reimbursement for offering and acquisition related expenses incurred on
our behalf. We will not have as much of the offering proceeds to
purchase properties and make mortgage loans as a result of such
payments. Of the proceeds from the sale of shares, we will use
approximately 84% to acquire properties and to make mortgage loans.
Total
Per Share Maximum
----------- --------------
Public Offering Price......................... $10.00 $155,000,000
Selling Commissions........................... $ 0.75 $ 11,625,000
Proceeds to the Company....................... $ 9.25 $143,375,000
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus. In addition, the Attorney General of
the State of New York has not passed on or endorsed the merits of this offering.
Any representation to the contrary is a criminal offense.
CNL SECURITIES CORP.
September 5, 2000
<PAGE>
o The managing dealer, CNL Securities Corp., is our affiliate. The
managing dealer is not required to sell any specific number or dollar
amount of shares but will use its best efforts to sell the shares.
o This offering will end no later than September 5, 2001, unless we elect to
extend it to a date no later than September 5, 2002 in states that permit
us to make this extension.
No one is authorized to make any statements about the offering
different from those that appear in this Prospectus. This Prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted. We will only
accept subscriptions from people who meet the suitability standards described in
this Prospectus. You should also be aware that the description of the Company
contained in this Prospectus was accurate on August 3, 2000 but may no longer be
accurate. We will amend or supplement this Prospectus, however, if there is a
material change in the affairs of the Company.
No one may make forecasts or predictions in connection with this
offering concerning the future performance of an investment in the shares.
<PAGE>
TABLE OF CONTENTS
TABLE OF CONTENTS ............................................................ii
Questions and Answers About CNL Retirement
Properties, Inc.'s Public Offering........................................1
PROSPECTUS
SUMMARY........................................................................5
CNL Retirement Properties,Inc............................................5
Our Business..............................................................5
Risk Factors..............................................................5
Our REIT Status...........................................................7
Our Management and Conflicts of Interest..................................7
Our Affiliates............................................................8
Our Investment Objectives.................................................8
Management Compensation...................................................8
The Offering.............................................................10
RISK FACTORS..................................................................11
Offering-Related Risks...................................................11
We may receive insufficient offering proceeds........................11
This is an unspecified property offering.............................11
You cannot evaluate properties that we have
not yet acquired or identified for
acquisition.................................................11
We cannot assure you that we will obtain suitable
investments.................................................11
The managing dealer has not made an independent review of
the Company or the Prospectus...............................11
There is no limitation on the number of properties of a
particular facility type which we may
acquire.....................................................12
You will have no opportunity to evaluate procedures for
resolving conflicts of interest.............................12
You cannot evaluate secured equipment leases in which we
have not yet entered or that we have not yet
identified..................................................12
There may be delays in investing the proceeds of this
offering....................................................12
The sale of shares by stockholders could be
difficult...................................................12
Company-Related Risks....................................................12
We have limited operating history....................................12
Our management has limited experience with investments in health
care facilities.................................................12
We are dependent on the advisor......................................13
We will be subject to conflicts of
interest........................................................13
We will experience competition for
properties..................................................13
There will be competing demands on our officers and
directors...................................................13
The timing of sales and acquisitions may favor
the advisor.................................................13
Our properties may be developed by
affiliates..................................................13
We may invest with affiliates of the
advisor.....................................................13
There is no separate counsel for the company, our affiliates
and investors...............................................13
We may not have sufficient working capital...........................13
Real Estate and Other Investment Risks...................................14
Possible lack of diversification increases the risk
of investment...................................................14
We do not have control over market and business
conditions......................................................14
Adverse trends in the health care and seniors' housing industry
may impact our properties.......................................14
Health Care Facilities...............................................14
Some of our tenants and borrowers must attract senior citizens
with ability to pay.........................................14
<PAGE>
Failure to comply with government regulations could negatively
affect our tenants and
borrowers...................................................14
Our properties may not be readily adaptable to other
uses........................................................15
Our tenants and borrowers may rely on government
reimbursement...............................................15
Cost control and other health care reform measures may reduce
reimbursements to our tenants and
borrowers...................................................15
Certificate of Need Laws may impose investment barriers for
us..........................................................16
We will not control the management of our
properties......................................................16
We may not control the joint ventures in which we
enter...........................................................16
Joint venture partners may have different interests than we
have............................................................16
It may be difficult for us to exit a joint venture after an
impasse.........................................................16
We may not have control over properties under
construction....................................................16
We will have no economic interest in ground lease
properties......................................................17
Multiple property leases or mortgage loans with individual
tenants or borrowers increase our
risks...........................................................17
It may be difficult to re-lease our
properties......................................................17
We cannot control the sale of some
properties......................................................17
The liquidation of our assets may be
delayed.........................................................17
Risks of Mortgage Lending............................................17
Our mortgage loans may be impacted by unfavorable
real estate market
conditions..................................................17
Our mortgage loans will be subject to interest rate
fluctuations................................................18
Delays in liquidating defaulted mortgage loans
could reduce our investment
returns.....................................................18
Returns on our mortgage loans may be limited by
regulations.................................................18
Risks of Secured Equipment Leasing...................................18
Our collateral may be inadequate to secure
leases......................................................18
Returns on our secured equipment leases may be
limited by regulations......................................18
Our properties may be subject to environmental
liabilities.....................................................18
Financing Risks..........................................................19
We have no commitment for
long-term financing.............................................19
Anticipated borrowing creates risks..................................19
We can borrow money to make
distributions...................................................19
Miscellaneous Risks......................................................19
Our health care facilities may be unable to compete
successfully....................................................19
Inflation could adversely affect our investment
returns.........................................................20
We may not have adequate
insurance.......................................................20
Possible effect of ERISA.............................................20
Our governing documents may discourage
takeovers.......................................................20
Our stockholders are subject to ownership
limits..........................................................20
Majority stockholder vote may discourage changes
of control......................................................20
Investors in our Company may experience
dilution........................................................20
The Board of Directors can take many actions without
stockholder approval............................................21
We will rely on the advisor and Board of Directors to
manage the Company..............................................21
Our officers and directors have limited
liability.......................................................21
Tax Risks................................................................21
We will be subject to increased taxation if we fail to
qualify as a REIT for federal income tax
purposes........................................................21
Our leases may be recharacterized as financings which would
eliminate depreciation deductions on health care
properties......................................................21
<PAGE>
Excessive non-real estate asset values may jeopardize our
REIT status.....................................................22
We may have to borrow funds or sell assets to meet our
distribution requirements.......................................22
Ownership limits may discourage a change in
control.........................................................22
We may be subject to other tax
liabilities.....................................................22
Changes in tax laws may prevent us from qualifying
as a REIT.......................................................22
SUITABILITY STANDARDS AND HOW TO SUBSCRIBE....................................23
Suitability Standards....................................................23
How to Subscribe.........................................................24
ESTIMATED USE OF PROCEEDS.....................................................25
MANAGEMENT COMPENSATION.......................................................26
CONFLICTS OF INTEREST.........................................................32
Prior and Future Programs................................................33
Competition to Acquire Properties and Invest in
Mortgage Loans.......................................................33
Sales of Properties......................................................34
Joint Investment With An Affiliated
Program..............................................................34
Competition for Management
Time.................................................................34
Compensation of the Advisor..............................................34
Relationship with Managing Dealer........................................35
Legal Representation.....................................................35
Certain Conflict Resolution Procedures...................................35
SUMMARY OF REINVESTMENT PLAN..................................................37
General..................................................................37
Investment of Distributions..............................................38
Participant Accounts, Fees and Allocation of
Shares...............................................................38
Reports to Participants..................................................38
Election to Participate or Terminate
Participation........................................................39
Federal Income Tax Considerations........................................39
Amendments and Termination...............................................39
REDEMPTION OF SHARES..........................................................40
BUSINESS......................................................................41
General..................................................................41
Investment of Offering Proceeds..........................................45
Property Acquisitions....................................................47
Site Selection and Acquisition of
Properties...........................................................48
Standards for Investment in
Properties...........................................................52
Description of Properties................................................53
Description of Property Leases...........................................55
Joint Venture Arrangements...............................................58
Mortgage Loans...........................................................59
Management Services......................................................60
Borrowing................................................................60
Sale of Properties, Mortgage Loans and Secured
Equipment Leases.....................................................61
Competition..............................................................62
Regulation of Mortgage Loans and Secured
Equipment Leases.....................................................62
SELECTED FINANCIAL DATA.......................................................63
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.................................................................64
The Company.............................................................64
Liquidity and Capital Resources..........................................64
Results of Operations....................................................67
<PAGE>
MANAGEMENT....................................................................69
General..................................................................69
Fiduciary Responsibility of the Board of
Directors............................................................69
Directors and Executive Officers.........................................70
Independent Directors....................................................73
Committees of the Board of Directors.....................................73
Compensation of Directors and Executive
Officers.............................................................73
Management Compensation..................................................73
THE ADVISOR AND THE ADVISORY AGREEMENT........................................74
The Advisor..............................................................74
The Advisory Agreement...................................................74
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS..............................................................76
PRIOR PERFORMANCE INFORMATION.................................................78
INVESTMENT OBJECTIVES AND POLICIES............................................83
General..................................................................83
Certain Investment Limitations...........................................84
DISTRIBUTION POLICY...........................................................86
General..................................................................86
Distributions............................................................87
SUMMARY OF THE ARTICLES OF INCORPORATION
AND BYLAWS.................................................................88
General..................................................................88
Description of Capital Stock.............................................88
Board of Directors.......................................................89
Stockholder Meetings.....................................................89
Advance Notice for Stockholder Nominations for Directors
and Proposals of New Business........................................90
Amendments to the Articles of
Incorporation........................................................90
Mergers, Combinations and Sale of
Assets...............................................................90
Control Share Acquisitions...............................................91
Termination of the Company and REIT
Status...............................................................91
Restriction of Ownership.................................................91
Responsibility of Directors..............................................92
Limitation of Liability and
Indemnification......................................................92
Removal of Directors.....................................................93
Inspection of Books and Records..........................................93
Restrictions on "Roll-Up" Transactions...................................94
FEDERAL INCOME TAX CONSIDERATIONS.............................................95
Introduction.............................................................95
Taxation of the Company..................................................95
Taxation of Stockholders................................................100
State and Local Taxes...................................................103
Characterization of Property Leases.....................................103
Characterization of Secured Equipment
Leases..............................................................104
Investment in Joint Ventures............................................104
REPORTS TO STOCKHOLDERS......................................................105
THE OFFERING.................................................................106
General.................................................................106
Plan of Distribution....................................................106
Subscription Procedures.................................................109
Escrow Arrangements.....................................................111
ERISA Considerations....................................................111
Determination of Offering Price.........................................112
SUPPLEMENTAL SALES MATERIAL..................................................112
LEGAL OPINIONS...............................................................113
EXPERTS......................................................................113
ADDITIONAL INFORMATION.......................................................113
DEFINITIONS..................................................................113
Form of Reinvestment Plan........................................ Appendix A
Financial Information............................................ Appendix B
Prior Performance Tables......................................... Appendix C
Subscription Agreement........................................... Appendix D
Statement of Estimated Taxable Operating Results
Before Dividends Paid Deduction............................. Appendix E
<PAGE>
Questions and Answers About
CNL Retirement Properties, Inc.'s Public Offering
<PAGE>
Q: What is CNL Retirement Properties, Inc.?
A: The Company is a real estate investment trust, or a REIT, that was formed
in 1997 to acquire properties related to health care and seniors' housing
facilities and lease them on a long-term, triple-net basis to operators
of health care facilities. 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. In addition, the Company
may provide mortgage financing loans and secured equipment leases to
operators of health care facilities.
As of August 3, 2000, the Company had invested in one assisted living
property, a newly constructed Brighton Gardens(R) by Marriott(R), in
Orland Park, Illinois. As of June 30, 2000, the Company had total assets
of over $15,000,000.
Q: What is a REIT?
A: In general, a REIT is a company that:
o combines the capital of many investors to acquire or provide
financing for real estate,
o offers benefits of a diversified portfolio under professional
management,
o typically is not subject to federal corporate income taxes on its
net income, provided certain income tax requirements are satisfied.
This treatment substantially eliminates the "double taxation"
(taxation at both the corporate and stockholder levels) that
generally results from investments in a corporation, and
o must pay distributions to investors of at least 95% of its taxable
income (90% in 2001 and thereafter).
Q: What kind of offering is this?
A: We are offering up to 15,000,000 shares of common stock on a "best
efforts" basis. In addition, we are offering up to 500,000 shares of
common stock to investors who want to participate in our reinvestment
plan.
Q: How does a "best efforts" offering work?
A: When shares are offered to the public on a "best efforts" basis, we are
not guaranteeing that any minimum number of shares will be sold. If you
choose to purchase stock in this offering, you will fill out a
Subscription Agreement, like the one attached to this Prospectus as
Appendix D, and pay for the shares at the time you subscribe. The
purchase price will be placed into escrow with SouthTrust Bank, N.A.
SouthTrust will hold your funds, along with those of other subscribers,
in an interest-bearing account until such time as you are admitted by the
Company as a stockholder. Generally, we admit stockholders no later than
the last day of the calendar month following acceptance of your
subscription.
Q: How long will the offering last?
A: This offering will not last beyond __________, 2001, unless we decide to
extend the offering until not later than _______, 2002, in any state that
allows us to extend the offering.
Q: Who can buy shares?
A: Anyone who receives this Prospectus can buy shares provided that they
have a net worth (not including home, furnishings and personal
automobiles) of at least $45,000 and annual gross income of at least
$45,000; or, a net worth (not including home, furnishings and personal
automobiles) of at least $150,000. However, these minimum levels may vary
from state to state, so you should carefully read the more detailed
description in the "Suitability Standards" section of this Prospectus.
<PAGE>
Q: Is there any minimum required investment?
A: Yes. Generally, individuals must initially invest at least $2,500 and
IRA, Keogh or other qualified plans must initially invest at least
$1,000. Thereafter, you may purchase additional shares in $10 increments.
However, these minimum investment levels may vary from state to state, so
you should carefully read the more detailed description of the minimum
investment requirements appearing later in the "Suitability Standards"
section of this Prospectus.
Q: After I subscribe for shares, can I change my mind and withdraw my money?
A: Once you have subscribed for shares and we have deposited the
subscription price with SouthTrust, your subscription is irrevocable,
unless the Company elects to permit you to revoke your subscription.
Q: If I buy shares in the offering, how can I sell them?
A: At the time you purchase shares, they will not be listed for trading on
any national securities exchange or over-the-counter market. In fact, we
expect that there will not be any public market for the shares when you
purchase them, and we cannot be sure if one will ever develop. As a
result, you may find that if you wish to sell your shares, you may not be
able to do so promptly or at a price equal to or greater than the
offering price.
We plan to list the shares on a national securities exchange or
over-the-counter market within three to eight years after commencement of
this offering, if market conditions are favorable. Listing does not
assure liquidity. If we have not listed the shares on a national
securities exchange or over-the-counter market by December 31, 2008, we
plan to sell the properties and other assets and return the proceeds from
the liquidation to our stockholders through distributions.
Beginning one year after you receive your shares, you may ask us to
redeem at least 25% of the shares you own. The redemption procedures are
described in the "Redemption of Shares" section of this Prospectus. As a
result, if a public market for the shares never develops, you may be able
to redeem your shares through the redemption plan beginning one year from
the date on which you received your shares, provided we have sufficient
funds available. If we have not listed and we liquidate our assets, you
will receive proceeds through the liquidation process.
If we list the shares, we expect that you will be able to sell your
shares in the same manner as other listed stocks.
Q: What will you do with the proceeds from this offering?
A: We plan to use approximately 84% of the proceeds to purchase health care
and seniors' housing properties and to make mortgage loans, approximately
9% to pay fees and expenses to affiliates for their services and as
reimbursement of offering and acquisition-related expenses, and the
remaining proceeds to pay other expenses of this offering. The payment of
these fees will not reduce your invested capital. Your initial invested
capital amount will be $10 per share.
Until we invest the proceeds in real estate assets, we will invest them
in short-term, highly liquid investments. These short-term investments
will not earn as high a return as we expect to earn on our real estate
investments, and we cannot predict how long it will be before we will be
able to fully invest the proceeds in real estate.
Assuming we sell 15,000,000 shares in this offering, we expect to be able
to invest approximately $126,000,000 in health care and seniors' housing
properties and mortgage loans.
Q: What types of health care facilities will you invest in?
A: We intend to purchase primarily assisted living facilities, medical
office buildings and walk-in clinics. In addition, we may purchase
congregate living facilities, skilled nursing facilities, continuing care
retirement communities and life care communities.
Q: What are the terms of your leases?
A: The leases we expect to enter into are long-term (meaning generally 10 to
20 years, plus renewal options for an additional 10 to 20 years),
"triple-net" leases. "Triple-net" means that the tenant, not the Company,
is generally responsible for repairs, maintenance, property taxes,
utilities, and insurance. Under our leases, the tenant must pay us
<PAGE>
minimum, base rent on a monthly basis. In addition, our leases generally
will provide for automatic fixed increases in the base rent or increases
in the base rent based on increases in consumer price indices at
predetermined intervals during the term of the lease.
Q: How well have your investments done so far?
A: As of August 3, 2000, we have purchased one newly constructed assisted
living property. The property was purchased in April 2000, so we have
only limited information regarding its performance.
Q: What is the experience of the Company's officers and directors?
A: Our management team has extensive previous experience investing in real
estate on a triple-net basis. Our Chairman of the Board and Chief
Executive Officer, and President have over 25 and 20 years, respectively,
of experience with other CNL affiliates. In addition, our Chief Operating
Officer has extensive previous experience investing in health care and
seniors' housing properties. Our directors are listed below:
o James M. Seneff, Jr. -- Founder, Chairman and Chief Executive Officer
of CNL Holdings, Inc. and its subsidiaries with more than 25 years of
real estate experience. CNL and the entities it has established have
more than $4 billion in assets, representing interests in more than
2,000 properties and 900 mortgage loans in 48 states.
o Robert A. Bourne -- President and director of CNL Financial Group,
Inc. with over 20 years of real estate experience involving net lease
financing.
o David W. Dunbar -- Founder, Chairman and Chief Executive Officer of
Peoples Bank, with over 15 years of experience in the health care
industry.
o Timothy S. Smick -- Former Chief Operating Officer and director of
Sunrise Assisted Living, Inc., one of the nation's leading providers
of assisted living care for seniors, with over 21 years of experience
in the health care industry.
o Dr. Edward A. Moses -- Bank of America professor of finance and former
dean of the Roy E. Crummer Graduate School of Business at Rollins
College with over 25 years academic and business consulting
experience.
Q: How will you choose which investments to make?
A: We have hired CNL Retirement Corp. as our advisor. The advisor has the
authority, subject to the approval of our directors, to make all of the
Company's investment decisions.
Q: Is the advisor independent of the Company?
A: No. Some of our directors and all of our officers are directors and
officers of the advisor. The conflicts of interest the Company and the
advisor face are discussed under the heading "Conflicts of Interest"
later in this Prospectus.
Q: If I buy shares, will I receive distributions and, if so, how often?
A: Historically, we have paid cash distributions every quarter since our
operations commenced.
We intend to continue to make quarterly cash distributions to our
stockholders. The Board of Directors determines the amount of
distributions. The amount typically depends on the amount of
distributable funds, current and projected cash requirements, tax
considerations and other factors. However, in order to remain qualified
as a REIT, we must make distributions equal to at least 95% of our REIT
taxable income each year (90% in 2001 and thereafter).
Q: Are distributions I receive taxable?
A: Yes. Generally, distributions that you receive will be considered
ordinary income to the extent they are from current and accumulated
earnings and profits. In addition, because depreciation expense reduces
taxable income but does not reduce cash available for distribution, we
expect a portion of your distributions will be considered return of
capital for tax purposes. These amounts will not be subject to tax
immediately but will instead reduce the tax basis of your investment.
This in effect defers a portion of your tax until your investment is sold
or the Company is liquidated. However, because each investor's tax
implications are different, we suggest you consult with your tax advisor.
<PAGE>
Q: When will I get my tax information?
A: Your Form 1099 tax information will be mailed by January 31 of each year.
Q: Do you have a reinvestment plan where I can reinvest my distributions in
additional shares?
A: Yes. We have adopted a reinvestment plan in which some investors can
reinvest their distributions in additional shares. For information on how
to participate in our reinvestment plan, see the section of the
Prospectus entitled "Summary of Reinvestment Plan."
Who Can Help Answer Your Questions?
If you have more questions about the offering or if you would like
additional copies of this Prospectus, you should
contact your registered representative or:
CNL Investment Company
Post Office Box 4920
Orlando, Florida 32802-4920
(800) 522-3863
(407) 650-1000
<PAGE>
PROSPECTUS SUMMARY
This summary highlights selected information from this Prospectus. It
is not complete and may not contain all of the information that you should
consider before investing in our common stock. To understand the offering fully,
you should read this entire Prospectus carefully, including the documents
attached as appendices.
CNL RETIREMENT PROPERTIES, INC.
CNL Retirement Properties, Inc. (formerly CNL Health Care Properties,
Inc.), which we sometimes refer to as the "Company," is a Maryland corporation
which is qualified and operated for federal income tax purposes as a real estate
investment trust, or a REIT. On December 2, 1999, the Company formed CNL
Retirement Partners, LP, a Delaware limited partnership. CNL Retirement GP Corp.
and CNL Retirement LP Corp. are wholly owned subsidiaries of the Company and are
the general and limited partner, respectively, of CNL Retirement Partners, LP.
Properties acquired are expected to be held by the partnership and, as a result,
owned by the Company through the partnership. The term "Company" includes CNL
Retirement Properties, Inc. and its subsidiaries, CNL Retirement GP Corp., CNL
Retirement LP Corp. and CNL Retirement Partners, LP. Our address is CNL Center
at City Commons, 450 South Orange Avenue, Orlando, Florida 32801, and our
telephone number is (407) 650-1000 or toll free (800) 522-3863.
OUR BUSINESS
Our Company acquires health care and seniors' housing properties
located across the United States which it leases to operators of health care
facilities on a long-term, "triple-net" basis. This means that the tenant
generally will be responsible for repairs, maintenance, property taxes,
utilities and insurance. 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. We expect to structure the leases to provide for payment of
base annual rent with periodic increases over the terms of the leases. We may
also offer mortgage financing, and, to a lesser extent, furniture, fixtures and
equipment financing through secured equipment leases as loans or direct
financing leases, to operators of health care facilities. You can read the
section of this Prospectus under the caption "Business" for a description of the
property we currently own, the types of properties that may be selected by our
advisor, CNL Retirement Corp., the property selection and acquisition processes
and the nature of the mortgage loans and secured equipment leases.
We intend to borrow money to acquire properties, make mortgage loans,
enter into secured equipment leases and pay certain fees. We plan to obtain one
or more revolving lines of credit in an aggregate amount up to $45,000,000,
which the Board of Directors may increase in its discretion. On April 20, 2000,
we entered into an initial $25,000,000 revolving line of credit to be used by
the Company to acquire or construct health care properties. In addition to a
line of credit, we may obtain permanent financing. The Board of Directors
anticipates that we will obtain the permanent financing from a bank at a
competitive interest rate and that the aggregate amount of that financing will
not exceed 30% of our total assets. We may repay the line of credit with
offering proceeds, proceeds from the sale of assets, working capital or
permanent financing. The line of credit and permanent financing are the only
sources of funds for making secured equipment leases.
Under our Articles of Incorporation, the Company will automatically
terminate and dissolve on December 31, 2008, unless the shares of common stock
of the Company, including the shares offered by this Prospectus, are listed on a
national securities exchange or over-the-counter market before that date. If the
shares are listed, the Company automatically will become a perpetual life
entity. If we are not listed by December 31, 2008, we will sell our assets,
distribute the net sales proceeds to stockholders and limit our activities to
those related to the Company's orderly liquidation, unless the stockholders
owning a majority of the shares elect to amend the Articles of Incorporation to
extend the duration of the Company.
RISK FACTORS
An investment in our Company is subject to significant risks. We
summarize some of the more important risks below. A more detailed list of the
risk factors is found in the "Risk Factors" section, which begins on page 11.
You should read and understand all of the risk factors before making your
decision to invest.
o We currently own one property, so you will not have the opportunity to
evaluate all the properties that will be in our portfolio.
o We will have reduced diversification of our investments if we raise
less than $150,000,000 from the sale of shares. Reduced diversification
will increase the potential adverse effect on us from an
underperforming tenant or an underperforming facility type. As of
August 3, 2000, we have raised approxiamtely $9,000,000 in total
proceeds from our initial offering.
o We rely on the advisor which, together with the Board of Directors, has
responsibility for the management of our Company and our investments.
Not all of the officers and directors of the advisor and the Company
have extensive experience, and the advisor and our affiliates have
limited previous experience, with acquiring and leasing health care
facilities, which could adversely affect our business.
o The advisor and its affiliates are or will be engaged in other
activities that will result in potential conflicts of interest with the
services that the advisor and affiliates will provide to us. Those
officers could take actions that are more favorable to other entities
than to us. The resolution of conflicts in favor of other entities
could have a negative impact on our financial performance.
o The Board of Directors will have significant flexibility regarding our
operations, including, for example, the ability to issue additional
shares and dilute stockholders' equity interests and the ability to
change the compensation of the advisor and to employ and compensate
affiliates. The Board of Directors can take such actions solely on its
own authority and without stockholder approval.
o We may make investments that will not appreciate in value over time,
such as building only properties, with the land owned by a third-party,
and mortgage loans.
o If you must sell your shares, you will not be able to sell them quickly
because it is not anticipated that there will be a public market for
the shares in the near term, and there can be no assurance that listing
will occur.
o We have not obtained a commitment for permanent financing, and may be
unable to do so on satisfactory terms. If we do not obtain permanent
financing, we may not be able to acquire as many properties or make as
many mortgage loans or secured equipment leases as we anticipated,
which could limit the diversification of our investments and our
ability to achieve our investment objectives.
o In addition to general market and economic conditions, we are subject
to risks arising out of government regulation of the health care
industry, which may reduce the value of our investments and the amount
of revenues we receive from tenants. Some of our tenants may be
dependent upon government reimbursements and other tenants, to the
extent that they are not dependent upon government reimbursements, may
be dependent on their success in attracting senior citizens with
sufficient independent means to pay for the tenants' services.
o We cannot predict the amount of revenues we will receive from tenants
and borrowers.
o We may, without the approval of a majority of the independent
directors, incur debt totalling up to 300% of the value of our net
assets, including debt to make distributions to stockholders in order
to maintain our status as a REIT. We cannot assure you that we will be
able to meet our debt service obligations, including interest costs
which may be substantial.
o In connection with any borrowing, we may mortgage or pledge our assets,
which would put us at risk of losing the assets if we are unable to pay
our debts.
o If our tenants or borrowers default, we will have less income with
which to make distributions.
o The vote of stockholders owning at least a majority but less than all
of the shares will bind all of the stockholders as to matters such as
the election of directors and amendment of the Company's governing
documents.
o Restrictions on ownership of more than 9.8% of the shares of our common
stock by any single stockholder or certain related stockholders may
have the effect of inhibiting a change in control of the Company, even
if such a change is in the interest of a majority of the stockholders.
o We may not remain qualified as a REIT for federal income tax purposes,
which would subject us to federal income tax on our taxable income at
regular corporate rates, and reduce the amount of funds available for
paying distributions to you as a stockholder.
o We expect to pay substantial fees to affiliates and estimate that
approximately 9% of the proceeds from the sale of shares will be paid
in fees and expenses to affiliates for services and as reimbursement
for offering and acquisition related expenses incurred on our behalf.
The amount of proceeds that will be available to purchase properties
and to make mortgage loans will be decreased as a result of such
payments.
OUR REIT STATUS
We made an election to be taxed as a REIT beginning our taxable year
ending December 31, 1999. As a REIT, we generally are not subject to federal
income tax on income that we distribute to our stockholders. Under the Internal
Revenue Code of 1986, as amended, REITs are subject to numerous organizational
and operational requirements, including a requirement that they distribute at
least 95% of their taxable income, as figured on an annual basis (90% in 2001
and thereafter). If we fail to qualify for taxation as a REIT in any year, our
income will be taxed at regular corporate rates, and we may not be able to
qualify for treatment as a REIT for that year and the next four years. Even if
we qualify as a REIT for federal income tax purposes, we may be subject to
federal, state and local taxes on our income and property and to federal income
and excise taxes on our undistributed income.
OUR MANAGEMENT AND CONFLICTS OF INTEREST
We have retained the advisor to provide us with management,
acquisition, advisory and administrative services. The members of our Board of
Directors oversee the management of the Company. The majority of the directors
are independent of the advisor and have responsibility for reviewing its
performance. The directors are elected annually to the Board of Directors by the
stockholders.
All of the executive officers and directors of the advisor also are
officers or directors of the Company. The advisor has responsibility for (i)
selecting the properties that we will acquire, formulating and evaluating the
terms of each proposed acquisition, and arranging for the acquisition of the
property by the Company; (ii) identifying potential tenants for the properties
and potential borrowers for the mortgage loans, and formulating, evaluating and
negotiating the terms of each lease of a property and each mortgage loan; (iii)
locating and identifying potential lessees and formulating, evaluating and
negotiating the terms of each secured equipment lease; and (iv) negotiating the
terms of any borrowing by the Company, including lines of credit and any
long-term, permanent financing. All of the advisor's actions are subject to
approval by the Board of Directors. The advisor also has the authority, subject
to approval by a majority of the Board of Directors, including a majority of the
independent directors, to select assets for sale by the Company in keeping with
the Company's investment objectives and based on an analysis of economic
conditions both nationally and in the vicinity of the assets being considered
for sale.
You can read the sections of this Prospectus under the captions
"Management" and "The Advisor and The Advisory Agreement" for a description of
the business background of the individuals responsible for the management of the
Company and the advisor, as well as for a description of the services the
advisor will provide.
Some of our officers and directors, who are also officers or directors
of the advisor, may experience conflicts of interest in their management of the
Company. These arise principally from their involvement in other activities that
may conflict with our business and interests, including matters related to (i)
allocation of new investments and management time and services between us and
various other entities, (ii) the timing and terms of the investment in or sale
of an asset, (iii) development of our properties by affiliates, (iv) investments
with affiliates of the advisor, (v) compensation to the advisor, (vi) our
relationship with the managing dealer, CNL Securities Corp., which is an
affiliate of the Company and the advisor, and (vii) the fact that our securities
and tax counsel also serves as securities and tax counsel for some of our
affiliates, and that neither the Company nor the stockholders will have separate
counsel. The "Conflicts of Interest" section of this Prospectus discusses in
more detail the more significant of these potential conflicts of interest, as
well as the procedures that have been established to resolve a number of these
potential conflicts.
OUR AFFILIATES
The "Prior Performance Information" section of this Prospectus contains
a narrative discussion of the public and private real estate programs sponsored
by our affiliates and affiliates of the advisor in the past, including 18 public
limited partnerships and two unlisted public REITs. As of June 30, 2000, these
entities, which invest in properties that are leased on a "triple-net" basis,
but do not invest in health care and seniors' housing properties, had purchased
approximately 1,500 fast-food, family-style, and casual-dining restaurant
properties and 15 hotel properties. Based on an analysis of the operating
results of the 90 real estate limited partnerships and two unlisted public REITs
in which our principals have served, individually or with others, as general
partners or officers and directors, we believe that each of these entities has
met, or is in the process of meeting, its principal investment objectives.
Statistical data relating to certain of the public limited partnerships and the
unlisted REITs are contained in Appendix C -- Prior Performance Tables.
OUR INVESTMENT OBJECTIVES
Our Company's primary investment objectives are to preserve, protect,
and enhance our assets, while:
o making distributions.
o obtaining fixed income through the receipt of base rent and
payments on mortgage loans and secured equipment leases, and to
increase our income (and distributions) and provide protection
against inflation through automatic increases in base rent or
increases in the base rent based on increases in consumer price
indices over the terms of the leases.
o remaining qualified as a REIT for federal income tax purposes.
o providing you with liquidity for your investment within three to
eight years after commencement of this offering, either through
(i) listing our shares on a national securities exchange or
over-the-counter market or (ii) if listing does not occur within
eight years after commencement of the offering, selling our
assets and distributing the proceeds.
You can read the sections of this Prospectus under the captions
"Business -- General," "Business -- Investment of Offering Proceeds," "Business
-- Site Selection and Acquisition of Properties," "Business -- Description of
Property Leases" and "Investment Objectives and Policies" for a more complete
description of the manner in which the structure of our business facilitates our
ability to meet our investment objectives.
MANAGEMENT COMPENSATION
We will pay the advisor, CNL Securities Corp., which is the managing
dealer for this offering, and other affiliates of the advisor compensation for
services they will perform for us. We will also reimburse them for expenses they
pay on our behalf. The following paragraphs summarize the more significant items
of compensation and reimbursement. See "Management Compensation" for a complete
description.
Offering Stage.
Selling Commissions and Marketing Support and Due Diligence
Expense Reimbursement Fee. The Company will pay the managing dealer selling
commissions of 7.5% (a maximum of $11,250,000 if 15,000,000 shares are sold),
and a marketing support and due diligence expense reimbursement fee of 0.5% (a
maximum of $750,000 if 15,000,000 shares are sold). The managing dealer in turn
may pass along selling commissions of up to 7% on shares sold, and all or a
portion of the 0.5% marketing support and due diligence expense reimbursement
fee, to soliciting dealers who are not affiliates of the Company.
Acquisition Stage.
Acquisition Fees. The Company will pay the advisor a fee equal
to 4.5% of the total proceeds of this offering, loan proceeds from permanent
financing and amounts outstanding on the line of credit, if any, at the time of
listing ($6,750,000 if 15,000,000 shares are sold and up to an additional
$2,025,000 if permanent financing equals $45,000,000) for identifying the
properties, structuring the terms of the acquisition and leases of the
properties and structuring the terms of the mortgage loans. Amounts used to
finance secured equipment leases will not be used to calculate acquisition fees.
Operational Stage.
Asset Management Fee. The Company will pay the advisor a
monthly asset management fee of one-twelfth of 0.60% of an amount equal to the
total amount invested in the properties (exclusive of acquisition fees and
acquisition expenses) plus the total outstanding principal amounts of the
mortgage loans, as of the end of the preceding month, for managing the
properties and mortgage loans.
Soliciting Dealer Servicing Fee. Beginning on December 31 of
the year following the year in which this offering terminates, and every
December 31 thereafter until the Company's shares are listed or the Company
liquidates, the Company will pay to the managing dealer 0.20% of the product of
the number of shares from this offering held by stockholders on that date and
$10.00, reduced by distributions received by stockholders from the sale of
assets of the Company and amounts paid by the Company to repurchase shares under
its redemption plan. The managing dealer may pass along all or a portion of this
amount to soliciting dealers whose clients own shares on that date.
Secured Equipment Lease Servicing Fee. The Company will pay
the advisor a one-time secured equipment lease servicing fee of 2% of the
purchase price of the equipment that is the subject of a secured equipment lease
for negotiating secured equipment leases and supervising the secured equipment
lease program.
Operational or Liquidation Stage.
We will not pay the following fees until we have paid distributions to
stockholders equal to the sum of an aggregate, annual, cumulative, noncompounded
8% return on their invested capital plus 100% of the stockholders' aggregate
invested capital, which is what we mean when we call a fee "subordinated." In
general, we calculate the stockholders' invested capital by multiplying the
number of shares owned by stockholders by the offering price per share and
reducing the product by the portion of all prior distributions paid to
stockholders from the sale of our assets and by any amounts paid by us to
repurchase shares under the redemption plan.
Deferred, Subordinated Real Estate Disposition Fee. The
Company may pay the advisor a real estate disposition fee equal to the lesser of
one-half of a competitive real estate commission or 3% of the gross sales price
of the property for providing substantial services in connection with the sale
of any of its properties. You can read the section of this Prospectus under the
caption "The Advisor and the Advisory Agreement -- The Advisory Agreement" if
you want more information about real estate disposition fees that we may pay to
the advisor.
Deferred, Subordinated Share of Net Sales Proceeds from the
Sale of Assets. The Company will pay to the advisor a deferred, subordinated
share of net sales proceeds from the sale of assets of the Company in an amount
equal to 10% of net sales proceeds.
The Company's obligation to pay some fees may be subject to conditions
and restrictions or may change in some instances. The Company may reimburse the
advisor and its affiliates for out-of-pocket expenses that they incur on behalf
of the Company, subject to certain expense limitations. In addition, the Company
may pay the advisor and its affiliates a subordinated incentive fee if listing
of the Company's common stock on a national securities exchange or
over-the-counter market occurs.
<PAGE>
THE OFFERING
Offering Size.............. o Maximum-- $155,000,000
o $150,000,000 of common stock to be offered to
investors meeting certain suitability
standards and up to $5,000,000 of common
stock available to investors who purchased
their shares in this offering or our initial
public offering and who choose to participate
in our reinvestment plan.
Minimum Investments........ o Individuals-- $2,500-- Additional shares may
be purchased in ten dollar increments.
o IRA, Keogh and other qualified plans --
$1,000 -- Additional shares may be purchased
in ten dollar increments.
(Note: The amounts apply to most potential
investors, but minimum investments may vary
from state to state. Please see "The
Offering" section, which begins on page 106).
Suitability Standards....... o Net worth (not including home, furnishings
and personal automobiles) of at least $45,000
and annual gross income of at least $45,000;
or
o Net worth (not including home, furnishings
and personal automobiles) of at least
$150,000.
(Note: Suitability standards may vary from
state to state. Please see the "Suitability
Standards and How to Subscribe" section,
which begins on page 23).
Duration and Listing........ Anticipated to be three to eight years from the
commencement of this offering. If the shares are
listed on a national securities exchange or
over-the-counter market, our Company will become
a perpetual life entity, and we will then
reinvest proceeds from the sale of assets.
Distribution Policy......... Consistent with our objective of qualifying as a
REIT, we expect to continue to pay quarterly
distributions and distribute at least 95% of our
REIT taxable income (90% in 2001 and thereafter).
Our Advisor................. CNL Retirement Corp. will administer the day-to-
day operations of our Company and select our
Company's real estate investments, mortgage loans
and secured equipment leases.
Estimated Use of Proceeds... o 84%-- To acquire health care and seniors'
housing properties and make mortgage loans
o 9% -- To pay fees and expenses to affiliates
for their services and as reimbursement of
offering and acquisition-related expenses
o 7% -- To pay for other expenses of the
offering
Our Reinvestment Plan........ We have adopted a reinvestment plan which will
allow some stockholders to have the full amount
of their distributions reinvested in additional
shares that may be available. We have registered
500,000 shares of our common stock for this
purpose. See the "Summary of Reinvestment Plan"
and the "Federal Income Tax Considerations--
Taxation of Stockholders" sections and the Form
of Reinvestment Plan accompanying this Prospectus
as Appendix A for more specific information about
the reinvestment plan.
<PAGE>
RISK FACTORS
An investment in our shares involves significant risks and therefore is
suitable only for persons who understand those risks and their consequences and
who are able to bear the risk of loss of their investment. You should consider
the following risks in addition to other information set forth elsewhere in this
Prospectus before making your investment decision.
We also caution you that this Prospectus contains forward-looking
statements. Such statements can be identified by the use of forward-looking
terminology such as "may," "will," "expect," "anticipate," "estimate,"
"continue" or other similar words. Although we believe that our expectations
reflected in the forward-looking statements are based on reasonable assumptions,
these expectations may not prove to be correct. Important factors that could
cause our actual results to differ materially from the expectations reflected in
these forward-looking statements include those set forth below, as well as
general economic, business and market conditions, changes in federal and local
laws and regulations and increased competitive pressures.
OFFERING-RELATED RISKS
We may receive insufficient offering proceeds. We are making this
offering on a best efforts basis and there can be no assurance that we will sell
the maximum number of shares. In an offering made on a best efforts basis, there
is no guarantee that any specific amount of money will be raised in the
offering.
We commenced our first offering in September 1998 and began operations
in July 1999. However, as of June 30, 2000, we had only approximately
$15,400,000 in total assets and approximately $6,100,000 in net assets. We
purchased our first property on April 20, 2000 at a purchase price of
approximately $13,900,000. We will be able to purchase additional properties
only as additional funds are raised.
Our potential profitability and our ability to diversify our
investments, both geographically and by type of properties purchased, will be
limited by the amount of funds we raise.
This is an unspecified property offering.
You cannot evaluate properties that we have not yet acquired or
identified for acquisition. We have established certain criteria for evaluating
particular properties and the operators of the properties in which we may
invest. We have not set fixed minimum standards relating to creditworthiness of
tenants and therefore the Board of Directors has flexibility in assessing
potential tenants. As of the date of this Prospectus, we have acquired one
assisted living property. You can read the section of the Prospectus under the
caption "Business -- Property Acquisitions" for a description. Accordingly, this
is an unspecified property offering, and as a prospective investor, you have no
information to assist you in evaluating the merits of any additional properties
to be purchased or developed by the Company. In addition, the Board of Directors
may approve future equity offerings or obtain financing, the proceeds of which
may be invested in additional properties; therefore, you will not have an
opportunity to evaluate all of the properties that will be in our portfolio. You
can read the sections of this Prospectus under the captions "Business --
General," "Business -- Investment of Offering Proceeds," and "Business --
Standards for Investment in Properties" if you want more information about the
types of properties in which we plan to invest and our criteria for evaluating
properties.
We cannot assure you that we will obtain suitable investments. We
cannot be sure that we will be successful in obtaining suitable investments on
financially attractive terms or that, if we make investments, our objectives
will be achieved. If we are unable to find suitable investments, our financial
condition and ability to pay distributions could be adversely affected.
The managing dealer has not made an independent review of the Company
or the Prospectus. The managing dealer, CNL Securities Corp., is an affiliate of
the Company and will not make an independent review of the Company or the
offering. Accordingly, you do not have the benefit of an independent review of
the terms of this offering.
<PAGE>
There is no limitation on the number of properties of a particular
facility type which we may acquire. There is no limit on the number of
properties of a particular facility type which we may acquire, and we are not
obligated to invest in more than one type of facility. The Board of Directors,
however, including a majority of the independent directors, will review our
properties and potential investments in terms of geographic, facility type or
operator diversification.
You will have no opportunity to evaluate procedures for resolving
conflicts of interest. The advisor or its affiliates from time to time may
acquire properties on a temporary basis with the intention of subsequently
transferring the properties to one or more of the CNL Holdings, Inc. programs.
We have adopted guidelines to minimize such conflicts which you can review in
the section of this Prospectus captioned "Conflicts of Interest -- Competition
to Acquire Properties and Invest in Mortgage Loans." You will not have the
opportunity to evaluate the manner in which these conflicts of interest are
resolved.
You cannot evaluate secured equipment leases in which we have not yet
entered or that we have not yet identified. We have not yet made any
arrangements to enter into a secured equipment lease. Therefore, you will not
have any information with which to evaluate any individual secured equipment
lease or the secured equipment lease program in general. We cannot assure you
that we will be successful in choosing suitable operators who will fulfill their
obligations under secured equipment leases or that we will be able to negotiate
secured equipment leases on favorable terms.
There may be delays in investing the proceeds of this offering. We may
delay investing the proceeds of this offering for up to the later of two years
from the commencement of this offering or one year after termination of the
offering; although, we expect to invest substantially all net offering proceeds
by the end of that period. The "Prior Performance Information" section provides
a summary description of the investment experience of affiliates of the advisor
in prior CNL programs, but you should be aware that previous experience is not
necessarily indicative of the rate at which the proceeds of this offering will
be invested.
We may delay investing the proceeds from this offering, and therefore
delay the receipt of any returns from such investments, due to the inability of
the advisor to find suitable properties or mortgage loans for investment. Until
we invest in properties or make mortgage loans, our investment returns will be
limited to the rates of return available on short-term, highly liquid
investments that provide appropriate safety of principal. We expect these rates
of return, which affect the amount of cash available to make distributions to
stockholders, to be lower than we would receive for property investments or
mortgage loans. Further, if we are required to invest any funds in properties
and mortgage loans and we have not done so or reserved those funds for Company
purposes within the later of two years from the initial date of this Prospectus,
or one year after the termination of this offering, we will distribute the
remaining funds pro rata to the persons who are stockholders of the Company at
that time.
The sale of shares by stockholders could be difficult. Currently there
is no public market for the shares, so stockholders may not be able to sell
their shares promptly at a desired price. Therefore, you should consider
purchasing the shares as a long-term investment only. We do not know if we will
ever apply to list our shares on a national securities exchange or
over-the-counter market, or, if we do apply for listing, when such application
would be made or whether it would be accepted. If our shares are listed, we
cannot assure you a public trading market will develop. In any event, the
Articles of Incorporation provide that we will not apply for listing before the
completion or termination of this offering. We cannot assure you that the price
you would receive in a sale on a national securities exchange or
over-the-counter market would be representative of the value of the assets we
own or that it would equal or exceed the amount you paid for the shares.
COMPANY-RELATED RISKS
We have limited operating history. As of the date of this Prospectus,
we have acquired one assisted living property and prior to July 13, 1999, the
date our operations commenced, had no previous performance history. As a result,
you cannot be sure how the Company will be operated, whether it will pursue the
objectives described in this Prospectus or how it will perform financially.
Our management has limited experience with investments in health care
facilities. None of the prior programs organized by our affiliates has invested
in health care facilities. While certain of our directors and officers have
experience in investing in health care facilities, the lack of experience of the
majority of our management team and the advisor and its affiliates in
purchasing, leasing and selling health care facilities may adversely affect our
results of operations.
We are dependent on the advisor. The advisor, with approval from the
Board of Directors, is responsible for our daily management, including all
acquisitions, dispositions and financings. The Board of Directors may fire the
advisor, with or without cause, but only subject to payment and release of the
advisor from all guarantees and other obligations incurred as advisor, which are
referenced in the "Management Compensation" section of this Prospectus. We
cannot be sure that the advisor will achieve our objectives or that the Board of
Directors will be able to act quickly to remove the advisor if it deems removal
necessary. As a result, it is possible that we would be managed for some period
by a company that was not acting in our best interests or not capable of helping
us achieve our objectives.
We will be subject to conflicts of interest.
We will be subject to conflicts of interest arising out of our
relationships with the advisor and its affiliates, including the material
conflicts discussed below. The "Conflicts of Interest" section provides a
further discussion of the conflicts of interest between us and the advisor and
its affiliates and our policies to reduce or eliminate certain potential
conflicts.
We will experience competition for properties. The advisor or its
affiliates from time to time may acquire properties on a temporary basis with
the intention of subsequently transferring the properties to us. The selection
of properties to be transferred by the advisor to us may be subject to conflicts
of interest. We cannot be sure that the advisor will act in our best interests
when deciding whether to allocate any particular property to us. You will not
have the opportunity to evaluate the manner in which these conflicts of interest
are resolved before making your investment.
There will be competing demands on our officers and directors. Our
directors and some of our officers, and the directors and some of the officers
of the advisor have management responsibilities for other companies, including
companies that may in the future invest in some of the same types of assets in
which we may invest. For this reason, these officers and directors will share
their management time and services among those companies and us, will not devote
all of their attention to us and could take actions that are more favorable to
the other companies than to us.
The timing of sales and acquisitions may favor the advisor. The advisor
may immediately realize substantial commissions, fees and other compensation as
a result of any investment in or sale of an asset by us. Our Board of Directors
must approve any investments and sales, but the advisor's recommendation to the
Board may be influenced by the impact of the transaction on the advisor's
compensation. The agreements between us and the advisor were not the result of
arm's-length negotiations. As a result, the advisor may not always act in the
Company's best interests, which could adversely affect our results of
operations.
Our properties may be developed by affiliates. Properties that we
acquire may require development prior to use by a tenant. Our affiliates may
serve as developer and if so, the affiliates would receive the development fee
that would otherwise be paid to an unaffiliated developer. The Board of
Directors, including the independent directors, must approve employing an
affiliate of ours to serve as a developer. There is a risk, however, that we
would acquire properties that require development so that an affiliate would
receive the development fee.
We may invest with affiliates of the advisor. We may invest in joint
ventures with another program sponsored by the advisor or its affiliates. The
Board of Directors, including the independent directors, must approve the
transaction, but the advisor's recommendation may be affected by its
relationship with one or more of the co-venturers and may be more beneficial to
the other programs than to us.
There is no separate counsel for the Company, our affiliates and
investors. We may have interests that conflict with yours and those of our
affiliates, but none of us has the benefit of separate counsel.
We may not have sufficient working capital. We cannot assure you that
we will have sufficient working capital. As of June 30, 2000, we had
stockholders' equity of approximately $6,100,000. If we do not have sufficient
capital, we may not be able to pay certain expenses or loan payments due on the
line of credit or permanent financing which could result in our defaulting under
such loans.
<PAGE>
REAL ESTATE AND OTHER INVESTMENT RISKS
Possible lack of diversification increases the risk of investment.
Based on the estimated purchase price of each health care facility ranging from
$1,000,000 to $30,000,000, we anticipate owning or financing with the net
proceeds of this offering between four and 126 properties, depending on the
types of properties, if the maximum offering proceeds are raised. Assuming an
average purchase price of $10,000,000 per property, based on our present
expectation of the prices of properties in which we will most likely invest, and
assuming gross proceeds of $150,000,000 are raised, we would acquire or finance
approximately 12 properties with the proceeds of this offering. Depending on the
purchase price of each health care facility, we may not be able to achieve
diversification by tenant, facility type or geographic location. Lack of
diversification will increase the potential adverse effect on us of a single
underperforming tenant, an underperforming facility type or a depressed
geographic region.
We do not have control over market and business conditions. Changes in
general or local economic or market conditions, increased costs of energy,
increased costs of products, increased costs and shortages of labor, competitive
factors, fuel shortages, quality of management, the ability of a health care
facility to fulfill its obligations, limited alternative uses for the building,
changing consumer habits, condemnation or uninsured losses, changing
demographics, changing government regulations, inability to remodel outmoded
buildings as required by the franchise or lease agreement, voluntary termination
by a tenant of its obligations under a lease, bankruptcy of a tenant or
borrower, and other factors beyond our control may reduce the value of the
property that we currently own or those that we acquire in the future, the
ability of tenants to pay rent on a timely basis, the amount of the rent and the
ability of borrowers to make mortgage loan payments on time. If tenants are
unable to make lease payments or borrowers are unable to make mortgage loan
payments as a result of any of these factors, we might not have cash available
to make distributions to our stockholders.
Adverse trends in the health care and seniors' housing industry may
impact our properties. The success of our properties will depend largely on the
property operators' ability to adapt to dominant trends in the health care and
seniors' housing industry, including greater competitive pressures, increased
consolidation, industry overbuilding, increased regulation and reform, changing
demographics, availability of labor, price levels and general economic
conditions. The "Business -- General" section includes a description of the size
and nature of the health care and seniors' housing industry and current trends
in this industry. If operators of our properties are unable to adapt to dominant
trends in the health care and seniors' housing industry, our income and funds
available for distribution could be adversely impacted.
Health Care Facilities.
Some of our tenants and borrowers must attract senior citizens
with ability to pay. Some of the health care facilities which we intend to own
or finance, in particular, assisted living and independent living facilities,
depend on their ability to attract senior citizens with the ability to pay for
the services they receive. While a portion of the fees payable by residents of
health care facilities may be reimbursed by government and private payors, many
are substantially dependent on the ability of the residents and their families
to pay directly. In addition, some payors, such as Medicare, limit the number of
days for which payment will be made in some settings, such as skilled nursing
facilities, and all payors limit the types of services for which payment will be
made and/or the amount paid for each particular service. Inflation or other
circumstances could affect the ability of residents to continue to pay for the
services they receive. Although we do not anticipate that base lease and
mortgage loan payments will be linked to the fees or rates received by the
operators, certain leases and mortgage loans may provide that we will receive a
percentage of the fees or rates charged by the operator to residents. If
residents of health care facilities are unable to pay fees owed to the
facilities' operators, the operators could be adversely affected and may be
unable to make base lease and loan payments. This could have a material adverse
impact on the amount of lease and loan payments we receive in excess of base
amounts.
Failure to comply with government regulations could negatively
affect our tenants and borrowers. The health care industry is highly regulated
by federal, state and local licensing requirements, facility inspections,
reimbursement policies, regulations concerning capital and other expenditures,
certification requirements and other laws, regulations and rules. The failure of
any tenant or borrower to comply with such laws, requirements and regulations
could affect a tenant's or borrower's ability to operate the health care
facilities that we own or finance. Health care operators are subject to federal
and state laws and regulations that govern financial and other arrangements
between health care providers. These laws prohibit certain direct and indirect
payments or fee-splitting arrangements between health care providers that are
designed to induce or encourage the referral of patients to, or the
recommendation of, a particular provider for medical products and services. They
also require compliance with a variety of safety, health and other requirements
relating to the design and conditions of the licensed facility and quality of
care provided. These regulations may also enable the regulatory agency to place
liens on the property which may be senior to our secured position. Possible
sanctions for violation of these laws and regulations include loss of licensure
or certification, the imposition of civil monetary and criminal penalties, and
potential exclusion from the Medicare and Medicaid programs.
Because this area of the law currently is subject to intense scrutiny,
additional laws and regulations may be enacted or adopted that could require
changes in the design of the properties and certain operations of our tenants
and borrowers. For example, a tenant's loss of licensure or Medicare/Medicaid
certification could result in our having to obtain another tenant for the
affected health care facility. In addition, a tenant may be required to make
significant modifications to the property and may not have the financial ability
to do so. We cannot assure you that we could contract with another tenant on a
timely basis or on acceptable terms. Our failure to do so could have an adverse
effect on our financial condition or results of operations.
Our properties may not be readily adaptable to other uses. We
anticipate that some of the properties in which we will invest may be special
purpose properties that could not be readily converted into general residential,
retail or office use. Transfers of operations of health care facilities often
are subject to regulatory approvals not required for transfers of other types of
commercial operations and other types of real estate. Therefore, if the
operation of any of our properties becomes unprofitable for its operator due to
competition, age of improvements or other factors such that the tenant becomes
unable to meet its obligations under the lease, the liquidation value of the
property may be substantially less than would be the case if the property were
readily adaptable to other uses. The receipt of liquidation proceeds could be
delayed by the approval process of any state agency necessary for the transfer
of the property. Should any of these events occur, our income and funds
available for distribution could be reduced.
Our tenants and borrowers may rely on government
reimbursement. Our tenants and borrowers, particularly those operating skilled
nursing facilities, may derive a significant portion of their revenues from
governmentally funded programs, such as Medicaid and Medicare. Although, we do
not anticipate that lease and mortgage loan payments will be linked to the level
of government reimbursement received by the operators, to the extent that
changes in government funding programs adversely affect the operators or the
revenues received by those operators, such changes could adversely affect the
ability of the operators to make lease and loan payments to us and/or the amount
of such payments if and to the extent they are based on gross revenues. Failure
of the tenants and borrowers to make their lease and loan payments, and/or
reductions in such payments, would have a direct and material adverse effect on
our operations.
Medicaid, which is a medical assistance program for persons with few
assets and minimal income operated by individual states with the financial
participation of the federal government, provides a significant source of
revenue for skilled nursing facilities. The method of reimbursement under
Medicaid varies from state to state, but is typically based on per diem or per
diagnosis rates. The Medicaid program is subject to change and is affected by
state and federal budget shortfalls and funding restrictions which may
materially decrease rates of payment or delay payment. We cannot assure you that
Medicaid payments will remain constant or be sufficient to cover costs allocable
to Medicaid patients. While Medicare, the federal health program for the aged
and some chronically disabled individuals, is not anticipated to be a major
source of revenue for the types of health care facilities in which we expect to
invest or make mortgage loans, we have reserved the right to invest in or make
mortgage loans to other types of health care facilities that are substantially
dependent on Medicare funding. Like the Medicaid program, the Medicare program
is highly regulated and subject to frequent and substantial changes, many of
which may result in reduced levels of payment for a substantial portion of
health care services. In addition to pressures from providers of government
reimbursement, we may experience pressures from private payors attempting to
control health care costs, and reimbursement from private payors eventually may
decrease to levels approaching those of government payors.
Cost control and other health care reform measures may reduce
reimbursements to our tenants and borrowers. The health care industry is facing
various challenges, including increased government and private payor pressure on
health care providers to control costs and the vertical and horizontal
consolidation of health care providers. The pressure to control health care
costs has intensified in recent years as a result of the national health care
reform debate and has continued as Congress attempts to slow the rate of growth
of federal health care expenditures as part of its effort to balance the federal
budget. Similar debates are ongoing at the state level in many states. We
believe that government and private efforts to contain and reduce health care
costs will continue. These trends are likely to lead to reduced or slower growth
in reimbursement for services provided by some of our tenants and borrowers. We
cannot predict whether governmental reforms will be adopted and, if adopted,
whether the implementation of these reforms will have a material adverse effect
on our financial condition or results of operations.
Certificate of Need Laws may impose investment barriers for
us. Some states regulate the supply of some types of health care facilities,
such as skilled nursing facilities, through Certificate of Need Laws. A
Certificate of Need typically is a written statement issued by a state
regulatory agency evidencing a community's need for a new, converted, expanded
or otherwise significantly modified health care facility or service which is
regulated pursuant to the state's statutes. These restrictions may create
barriers to entry or expansion and may limit the availability of properties for
our acquisition or development. In addition, we may invest in properties which
cannot be replaced if they become obsolete unless such replacement is approved
or exempt under a Certificate of Need Law.
We will not control the management of our properties. Our tenants will
be responsible for maintenance and other day-to-day management of the
properties. Because our revenues will largely be derived from rents, our
financial condition will be dependent on the ability of third-party tenants that
we do not control to operate the properties successfully. We intend to enter
into leasing agreements only with tenants having substantial prior experience in
the operation of health care facilities. While our initial property acquisition
meets that criterion, there can be no assurance that we will be able to make
such arrangements on other transactions. If our tenants are unable to operate
the properties successfully, they may not be able to pay their rent, which could
adversely affect our financial condition.
We may not control the joint ventures in which we enter. Our
independent directors must approve all joint venture or general partnership
arrangements in which we enter. Subject to that approval, we may enter into a
joint venture with an unaffiliated party to purchase a property, and the joint
venture or general partnership agreement relating to that joint venture or
partnership may provide that we will share management control of the joint
venture with the unaffiliated party. In the event the joint venture or general
partnership agreement provides that we will have sole management control of the
joint venture, the agreement may be ineffective as to a third party who has no
notice of the agreement, and we therefore may be unable to control fully the
activities of the joint venture. If we enter into a joint venture with another
program sponsored by an affiliate, we do not anticipate that we will have sole
management control of the joint venture.
Joint venture partners may have different interests than we have.
Investments in joint ventures involve the risk that our co-venturer may have
economic or business interests or goals which, at a particular time, are
inconsistent with our interests or goals, that the co-venturer may be in a
position to take action contrary to our instructions, requests, policies or
objectives, or that the co-venturer may experience financial difficulties. Among
other things, actions by a co-venturer might subject property owned by the joint
venture to liabilities in excess of those contemplated by the terms of the joint
venture agreement or to other adverse consequences. If we do not have full
control over a joint venture, the value of our investment will be affected to
some extent by a third party that may have different goals and capabilities than
ours. As a result, joint ownership of investments may adversely affect our
returns on the investments and, therefore, our ability to pay distributions to
our stockholders.
It may be difficult for us to exit a joint venture after an impasse. If
we enter into a joint venture, there will be a potential risk of impasse in some
joint venture decisions since our approval and the approval of each co-venturer
will be required for some decisions. In any joint venture with an affiliated
program, however, we will have the right to buy the other co-venturer's interest
or to sell our own interest on specified terms and conditions in the event of an
impasse regarding a sale. In the event of an impasse, it is possible that
neither party will have the funds necessary to complete the buy-out. In
addition, we may experience difficulty in locating a third-party purchaser for
our joint venture interest and in obtaining a favorable sale price for the
interest. As a result, it is possible that we may not be able to exit the
relationship if an impasse develops. You can read the section of this Prospectus
under the caption "Business -- Joint Venture Arrangements" if you want more
information about the terms that our joint venture arrangements are likely to
include.
We may not have control over properties under construction. We intend
to acquire sites on which a property that we will own will be built, as well as
sites which have existing properties (including properties which require
renovation). If we acquire a property for development or renovation, we may be
subject to risks in connection with a developer's ability to control
construction costs and the timing of completion of construction or a developer's
ability to build in conformity with plans, specifications and timetables. Our
agreements with a developer will provide safeguards designed to minimize these
risks. In the event of a default by a developer, we generally will have the
right to require the tenant to purchase the property that is under development
at a pre-established price designed to reimburse us for all acquisition and
development costs. We cannot be sure, however, that the tenants will have
sufficient funds to fulfill their obligations under these agreements. You can
read the section of this Prospectus under the caption "Business -- Site
Selection and Acquisition of Properties" if you want more information about
property development and renovation.
We will have no economic interest in ground lease properties. If we
invest in ground lease properties, we will not own, or have a leasehold interest
in, the underlying land, unless we enter into an assignment or other agreement.
Therefore, with respect to ground lease properties, the Company will have no
economic interest in the land or building at the expiration of the lease on the
underlying land; although, we generally will retain partial ownership of, and
will have the right to remove any equipment that we may own in the building. As
a result, though we will share in the income stream derived from the lease, we
will not share in any increase in value of the land associated with any ground
lease property.
Multiple property leases or mortgage loans with individual tenants or
borrowers increase our risks. The value of our properties will depend
principally upon the value of the leases of the properties. Minor defaults by a
tenant or borrower may continue for some time before the advisor or Board of
Directors determines that it is in our interest to evict the tenant or foreclose
on the property of the borrower. Tenants may lease more than one property, and
borrowers may enter into more than one mortgage loan. As a result, a default by
or the financial failure of a tenant or borrower could cause more than one
property to become vacant or more than one loan to become non-performing in some
circumstances. Vacancies would reduce our cash receipts and could decrease the
properties' resale value until we are able to re-lease the affected properties.
It may be difficult to re-lease our properties. If a tenant vacates a
property, we may be unable either to re-lease the property for the rent due
under the prior lease or to re-lease the property without incurring additional
expenditures relating to the property. In addition, we could experience delays
in enforcing our rights against, and collecting rents (and, in some cases, real
estate taxes and insurance costs) due from, a defaulting tenant. Any delay we
experience in re-leasing a property or difficulty in re-leasing at acceptable
rates could affect our ability to pay distributions.
We cannot control the sale of some properties. We expect to give some
tenants the right, but not the obligation, to purchase their properties from us
beginning a specified number of years after the date of the lease. The leases
also generally will provide the tenant with a right of first refusal on any
proposed sale provisions. These policies may lessen the ability of the advisor
and the Board of Directors to freely control the sale of the property. See
"Business -- Description of Property Leases -- Right of Tenant to Purchase."
The liquidation of our assets may be delayed. If our shares are not
listed on a national securities exchange or over-the-counter market by December
31, 2008, we will undertake to sell our assets and distribute the net sales
proceeds to stockholders, and we will engage only in activities related to our
orderly liquidation, unless our stockholders elect otherwise. Neither the
advisor nor the Board of Directors may be able to control the timing of the sale
of our assets due to market conditions, and we cannot assure you that we will be
able to sell our assets so as to return our stockholders' aggregate invested
capital, to generate a profit for the stockholders or to fully satisfy our debt
obligations. We will only return all of our stockholders' invested capital if we
sell the properties for more than their original purchase price, although return
of capital, for federal income tax purposes, is not necessarily limited to
stockholder distributions following sales of properties. If we take a purchase
money obligation in partial payment of the sales price of a property, we will
realize the proceeds of the sale over a period of years. Further, any intended
liquidation of our Company may be delayed beyond the time of the sale of all of
the properties until all mortgage loans and secured equipment leases expire or
are sold, because we plan to enter into mortgage loans with terms of 10 to 20
years and secured equipment leases with terms of seven years, and those
obligations may not expire before all of the properties are sold.
Risks of Mortgage Lending.
Our mortgage loans may be impacted by unfavorable real estate
market conditions. If we make mortgage loans, we will be at risk of defaults on
those loans caused by many conditions beyond our control, including local and
other economic conditions affecting real estate values and interest rate levels.
We do not know whether the values of the properties securing the mortgage loans
will remain at the levels existing on the dates of origination of the mortgage
loans. If the values of the underlying properties drop, our risk will increase
and the values of our interests may decrease.
Our mortgage loans will be subject to interest rate
fluctuations. If we invest in fixed-rate, long-term mortgage loans and interest
rates rise, the mortgage loans will yield a return lower than then-current
market rates. If interest rates decrease, we will be adversely affected to the
extent that mortgage loans are prepaid, because we will not be able to make new
loans at the previously higher interest rate.
Delays in liquidating defaulted mortgage loans could reduce
our investment returns. If there are defaults under our mortgage loans, we may
not be able to repossess and sell the underlying properties quickly. The
resulting time delay could reduce the value of our investment in the defaulted
loans. An action to foreclose on a mortgaged property securing a loan is
regulated by state statutes and rules and is subject to many of the delays and
expenses of other lawsuits if the defendant raises defenses or counterclaims. In
the event of default by a mortgagor, these restrictions, among other things, may
impede our ability to foreclose on or sell the mortgaged property or to obtain
proceeds sufficient to repay all amounts due to us on the loan.
Returns on our mortgage loans may be limited by regulations.
The mortgage loans may also be subject to regulation by federal, state and local
authorities and subject to various laws and judicial and administrative
decisions. We may determine not to make mortgage loans in any jurisdiction in
which we believe we have not complied in all material respects with applicable
requirements. If we decide not to make mortgage loans in several jurisdictions,
it could reduce the amount of income we would receive.
Risks of Secured Equipment Leasing.
Our collateral may be inadequate to secure leases. In the
event that a lessee defaults on a secured equipment lease, we may not be able to
sell the subject equipment at a price that would enable us to recover our costs
associated with the equipment. If we cannot recover our costs, it could affect
our results of operations.
Returns on our secured equipment leases may be limited by
regulations. The secured equipment lease program may also be subject to
regulation by federal, state and local authorities and subject to various laws
and judicial and administrative decisions. We may determine not to operate the
secured equipment lease program in any jurisdiction in which we believe we have
not complied in all material respects with applicable requirements. If we decide
not to operate the secured equipment lease program in several jurisdictions, it
could reduce the amount of income we would receive.
The section of this Prospectus captioned " -- Tax Risks"
discusses certain federal income tax risks associated with the secured equipment
lease program.
Our properties may be subject to environmental liabilities. Under
various federal and state environmental laws and regulations, as an owner or
operator of real estate, we may be required to investigate and clean up certain
hazardous or toxic substances, asbestos-containing materials, or petroleum
product releases at our properties. We may also be held liable to a governmental
entity or to third parties for property damage and for investigation and cleanup
costs incurred by those parties in connection with the contamination. In
addition, some environmental laws create a lien on the contaminated site in
favor of the government for damages and costs it incurs in connection with the
contamination. The presence of contamination or the failure to remediate
contaminations at any of our properties may adversely affect our ability to sell
or lease the properties or to borrow using the properties as collateral. At
certain properties, such as skilled nursing facilities, medical office buildings
and walk-in clinics, some environmental and bio-medical hazardous wastes and
products will be used and generated in the course of normal operations of the
facility. While the leases will provide that the tenant is solely responsible
for any environmental hazards created during the term of the lease, we or an
operator of a site may be liable under common law to third parties for damages
and injuries resulting from environmental contamination coming from the site.
All of our properties will be acquired subject to satisfactory Phase I
environmental assessments, which generally involve the inspection of site
conditions without invasive testing such as sampling or analysis of soil,
groundwater or other media or conditions; or satisfactory Phase II environmental
assessments, which generally involve the testing of soil, groundwater or other
media and conditions. The Board of Directors and the advisor may determine that
we will acquire a property in which a Phase I or Phase II environmental
assessment indicates that a problem exists and has not been resolved at the time
the property is acquired, provided that the seller has (i) agreed in writing to
indemnify us and/or (ii) established in escrow cash funds equal to a
predetermined amount greater than the estimated costs to remediate the problem.
We cannot be sure, however, that any seller will be able to pay under an
indemnity we obtain or that the amount in escrow will be sufficient to pay all
remediation costs. Further, we cannot be sure that all environmental liabilities
have been identified or that no prior owner, operator or current occupant has
created an environmental condition not known to us. Moreover, we cannot be sure
(i) future laws, ordinances or regulations will not impose any material
environmental liability or (ii) the current environmental condition of our
properties will not be affected by tenants and occupants of the properties, by
the condition of land or operations in the vicinity of the properties (such as
the presence of underground storage tanks), or by third parties unrelated to us.
Environmental liabilities that we may incur could have an adverse effect on our
financial condition or results of operations.
FINANCING RISKS
We have no commitment for long-term financing. We intend to obtain
long-term financing; however, we have not yet obtained a commitment for any
long-term financing, and we cannot be sure that we will be able to obtain any
long-term financing on satisfactory terms. If we do not obtain long-term
financing, we may not be able to acquire as many properties or make as many
loans and leases as we anticipated, which could limit the diversification of our
investments and our ability to achieve our investment objectives.
Anticipated borrowing creates risks. We may borrow money to acquire
assets, to preserve our status as a REIT or for other corporate purposes. We may
mortgage or put a lien on one or more of our assets in connection with any
borrowing. The Board of Directors anticipates that we will obtain one or more
revolving lines of credit up to $45,000,000 to provide financing for the
acquisition of assets. On April 20, 2000, we entered into an initial $25,000,000
revolving line of credit to be used to acquire or construct health care
properties. We may also obtain long-term, permanent financing. The line of
credit may be increased at the discretion of the Board of Directors. We may
repay the line of credit using equity offering proceeds, including proceeds from
this offering, proceeds from the sale of assets, working capital or permanent
financing. Initially, we expect to repay any amounts borrowed under the line of
credit as we receive additional offering proceeds. If we do not receive enough
offering proceeds to repay the amounts due under the line of credit, we will
have to seek additional equity or debt financing. We may not borrow more than
300% of our net assets. Borrowing may be risky if the cash flow from our real
estate and other investments is insufficient to meet our debt obligations. In
addition, our lenders may seek to impose restrictions on future borrowings,
distributions and operating policies. If we mortgage or pledge assets as
collateral and we cannot meet our debt obligations, the lender could take the
collateral, and we would lose both the asset and the income we were deriving
from it. We are not limited on the amount of assets we may use as security for
the repayment of indebtedness.
We can borrow money to make distributions. We may borrow money as
necessary or advisable to assure that we maintain our qualification as a REIT
for federal income tax purposes. In such an event, it is possible that we could
make distributions in excess of our earnings and profits and, accordingly, that
the distributions could constitute a return of capital for federal income tax
purposes, although such distributions would not reduce stockholders' aggregate
invested capital.
MISCELLANEOUS RISKS
Our health care facilities may be unable to compete successfully. We
anticipate that we will compete with other REITs, real estate partnerships,
health care providers and other investors, including, but not limited to, banks
and insurance companies, many of which will have greater financial resources, in
the acquisition, leasing and financing of health care facilities. We may also
compete with affiliates for mortgage loans and borrowers. Further, non-profit
entities are particularly attracted to investments in health care facilities
because of their ability to finance acquisitions through the issuance of
tax-exempt bonds, providing non-profit entities with a relatively lower cost of
capital as compared to for-profit purchasers. In addition, in some states,
health care facilities owned by non-profit entities are exempt from taxes on
real property. We cannot be sure we will be able to identify suitable
investments or that we will be able to consummate investments on commercially
reasonable terms.
In addition, the health care industry is highly competitive, and we
anticipate that any property we acquire will compete with other health care
facilities in the vicinity. We cannot assure you that our tenants will be able
to compete effectively in any market that they enter. Our tenants' inability to
compete successfully would have a negative impact on our financial condition and
results of operations. In addition, due to the highly competitive environment,
it is possible that the markets in which we acquire properties will be subject
to over-building.
<PAGE>
Inflation could adversely affect our investment returns. Inflation may
decrease the value of some of our investments. For example, a substantial rise
in inflation over the term of an investment in mortgage loans and secured
equipment leases may reduce the actual return on those investments, if they do
not otherwise provide for adjustments based upon inflation. Inflation could also
reduce the value of our investments in properties if the inflation rate is high
enough that percentage rent and automatic increases in base rent do not keep up
with inflation.
We may not have adequate insurance. If we, as landlord, incur any
liability which is not fully covered by insurance, we would be liable for the
uninsured amounts, and returns to the stockholders could be reduced. "Business
-- Description of Property Leases -- Insurance, Taxes, Maintenance and Repairs"
describes the types of insurance that the leases of the properties will require
the tenant to obtain.
Possible effect of ERISA. We believe that our assets will not be
deemed, under the Employee Retirement Income Security Act of 1974, as amended,
to be "plan assets" of any plan that invests in the shares, although we have not
requested an opinion of counsel to that effect. If our assets were deemed to be
"plan assets" under ERISA (i) it is not clear that the exemptions from the
"prohibited transaction" rules under ERISA would be available for our
transactions and (ii) the prudence standards of ERISA would apply to our
investments (and might not be met). ERISA makes plan fiduciaries personally
responsible for any losses resulting to the plan from any breach of fiduciary
duty and the Internal Revenue Code imposes nondeductible excise taxes on
prohibited transactions. If such excise taxes were imposed on us, the amount of
funds available for us to make distributions to stockholders would be reduced.
Our governing documents may discourage takeovers. Some provisions of
our Articles of Incorporation, including the ownership limitations, transfer
restrictions and ability to issue preferential preferred stock, may have the
effect of preventing, delaying or discouraging takeovers of our Company by third
parties. Some other provisions of the Articles of Incorporation which exempt us
from the application of Maryland's Business Combinations Statute and Control
Share Acquisition Statute, may have the effect of facilitating (i) business
combinations between us and beneficial owners of 10% or more of the voting power
of our outstanding voting stock and (ii) the acquisition by any person of shares
entitled to exercise or direct the exercise of 20% or more of our total voting
power. Because we will not be subject to the provisions of the Business
Combinations Statute and the Control Share Acquisition Statute, it may be more
difficult for our stockholders to prevent or delay business combinations with
large stockholders or acquisitions of substantial blocks of voting power by such
stockholders or other persons, should the ownership restrictions be waived,
modified or completely removed. Such business combinations or acquisitions of
voting power could cause us to fail to qualify as a REIT. You can read the
sections of this Prospectus under the captions "-- Tax Risks -- We will be
subject to increased taxation if we fail to qualify as a REIT for federal income
tax purposes," " -- Tax Risks -- Ownership limits may discourage a change in
control," "Summary of the Articles of Incorporation and Bylaws -- General,"
"Summary of the Articles of Incorporation and Bylaws -- Mergers, Combinations
and Sale of Assets," "Summary of the Articles of Incorporation and Bylaws --
Control Share Acquisitions" and "Summary of the Articles of Incorporation and
Bylaws -- Restriction of Ownership" if you want more information about ownership
limitations and transfer restrictions and the effect of business combinations
and acquisitions of large amounts of our stock on our REIT status.
Our stockholders are subject to ownership limits. The Articles of
Incorporation generally restrict ownership of more than 9.8% of the outstanding
common stock or 9.8% of any series of outstanding preferred stock by one person.
If the ownership, transfer, acquisition or change in our corporate structure
would jeopardize our REIT status, that ownership, transfer, acquisition or
change in our corporate structure would be void as to the intended transferee or
owner and the intended transferee or owner would not have or acquire any rights
to the common stock.
Majority stockholder vote may discourage changes of control.
Stockholders may take some actions, including approving amendments to the
Articles of Incorporation and Bylaws, by a vote of a majority of the shares
outstanding and entitled to vote. If approved by the holders of the appropriate
number of shares, all actions taken would be binding on all of our stockholders.
Some of these provisions may discourage or make it more difficult for another
party to acquire control of us or to effect a change in our operations.
Investors in our Company may experience dilution. Stockholders have no
preemptive rights. If we (i) commence a subsequent public offering of shares or
securities convertible into shares or (ii) otherwise issue additional shares,
investors purchasing shares in this offering who do not participate in future
stock issuances will experience dilution in the percentage of their equity
investment in our Company. Although the Board of Directors
<PAGE>
has not yet determined whether it will engage in future offerings or other
issuances of shares, it may do so if it is determined to be in our best
interests. See "Summary of the Articles of Incorporation and Bylaws --
Description of Capital Stock" and "The Offering -- Plan of Distribution."
The Board of Directors can take many actions without stockholder
approval. The Board of Directors has overall authority to conduct our
operations. This authority includes significant flexibility. For example, the
Board of Directors can (i) list our stock on a national securities exchange or
over-the-counter market without obtaining stockholder approval; (ii) prevent the
ownership, transfer and/or accumulation of shares in order to protect our status
as a REIT or for any other reason deemed to be in the best interests of the
stockholders; (iii) issue additional shares without obtaining stockholder
approval, which could dilute your ownership; (iv) change the advisor's
compensation, and employ and compensate affiliates; (v) direct our investments
toward investments that will not appreciate over time, such as building only
properties, with the land owned by a third party, and mortgage loans; and (vi)
establish and change minimum creditworthiness standards with respect to tenants.
Any of these actions could reduce the value of our assets without giving you, as
a stockholder, the right to vote.
We will rely on the advisor and Board of Directors to manage the
Company. If you invest in the Company, you will be relying entirely on the
management ability of the advisor and on the oversight of our Board of
Directors. You will have no right or power to take part in the management of our
Company, except through the exercise of your voting rights. Thus, you should not
purchase any of the shares offered by this Prospectus unless you are willing to
entrust all aspects of our management to the advisor and the Board of Directors.
Our officers and directors have limited liability. The Articles of
Incorporation and Bylaws provide that an officer or director's liability for
monetary damages to us, our stockholders or third parties may be limited.
Generally, we are obligated under the Articles of Incorporation and the Bylaws
to indemnify our officers and directors against certain liabilities incurred in
connection with their services. We have executed indemnification agreements with
each officer and director and agreed to indemnify the officer or director for
any such liabilities that he or she incurs. These indemnification agreements
could limit our ability and the ability of our stockholders to effectively take
action against our directors and officers arising from their service to us. You
can read the section of this Prospectus under the caption "Summary of the
Articles of Incorporation and Bylaws -- Limitation of Liability and
Indemnification" for more information about the indemnification of our officers
and directors.
TAX RISKS
We will be subject to increased taxation if we fail to qualify as a
REIT for federal income tax purposes. Our management believes that we operate in
a manner that enables us to meet the requirements for qualification and to
remain qualified as a REIT for federal income tax purposes. A REIT generally is
not taxed at the federal corporate level on income it distributes to its
stockholders, as long as it distributes annually at least 95% of its taxable
income to its stockholders (90% in 2001 and thereafter). We have not requested,
and do not plan to request, a ruling from the Internal Revenue Service that we
qualify as a REIT. We have, however, received an opinion from our tax counsel,
Shaw Pittman, that we meet the requirements for qualification as a REIT for the
taxable year ended December 31, 1999 and that we are in a position to continue
such qualification.
You should be aware that opinions of counsel are not binding on the
Internal Revenue Service or on any court. Furthermore, the conclusions stated in
the opinion are conditioned on, and our continued qualification as a REIT will
depend on, our management meeting various requirements, which are discussed in
more detail under the heading "Federal Income Tax Considerations -- Taxation of
the Company -- Requirements for Qualification as a REIT."
If we fail to qualify as a REIT, we would be subject to federal income
tax at regular corporate rates. In addition to these taxes, we may be subject to
the federal alternative minimum tax. Unless we are entitled to relief under
specific statutory provisions, we could not elect to be taxed as a REIT for four
taxable years following the year during which we were disqualified. Therefore,
if we lose our REIT status, the funds available for distribution to you, as a
stockholder, would be reduced substantially for each of the years involved.
Our leases may be recharacterized as financings which would eliminate
depreciation deductions on health care properties. Our tax counsel, Shaw
Pittman, is of the opinion, based upon certain assumptions, that the leases of
health care and seniors' housing facilities where we would own the underlying
land would constitute leases for federal income tax purposes. However, with
respect to the health care and seniors' housing facilities where we would not
own the underlying land, Shaw Pittman is unable to render this opinion. If the
lease of a health care and seniors' housing facility does not constitute a lease
for federal income tax purposes, it will be treated as a financing arrangement.
In the opinion of Shaw Pittman, the income derived from such a financing
arrangement would satisfy the 75% and the 95% gross income tests for REIT
qualification because it would be considered to be interest on a loan secured by
real property. Nevertheless, the recharacterization of a lease in this fashion
may have adverse tax consequences for us, in particular that we would not be
entitled to claim depreciation deductions with respect to the health care
facility (although we would be entitled to treat part of the payments we would
receive under the arrangement as the repayment of principal). In such event, in
some taxable years our taxable income, and the corresponding obligation to
distribute 95% of such income (90% in 2001 and thereafter), would be increased.
Any increase in our distribution requirements may limit our ability to invest in
additional health care and seniors' housing facilities and to make additional
mortgage loans.
Excessive non-real estate asset values may jeopardize our REIT status.
In order to qualify as a REIT, at least 75% of the value of our assets must
consist of investments in real estate, investments in other REITs, cash and cash
equivalents, and government securities. Our secured equipment leases would not
be considered real estate assets for federal income tax purposes. Therefore, the
value of the secured equipment leases, together with any other property that is
not considered a real estate asset for federal income tax purposes, must
represent in the aggregate less than 25% of our total assets.
In addition, we may not own securities in, or make secured equipment
loans to, any one company (other than a REIT) which have, in the aggregate, a
value in excess of 5% of our total assets. For federal income tax purposes, the
secured equipment leases would be considered loans. The value of the secured
equipment leases entered into with any particular tenant under a lease or
entered into with any particular borrower under a loan must not represent in
excess of 5% of our total assets.
The 25% and 5% tests are determined at the end of each calendar
quarter. If we fail to meet either test at the end of any calendar quarter, we
will cease to qualify as a REIT.
We may have to borrow funds or sell assets to meet our distribution
requirements. Subject to some adjustments that are unique to REITs, a REIT
generally must distribute 95% of its taxable income (90% in 2001 and
thereafter). For the purpose of determining taxable income, we may be required
to accrue interest, rent and other items treated as earned for tax purposes but
that we have not yet received. In addition, we may be required not to accrue as
expenses for tax purposes some items which actually have been paid or some of
our deductions might be disallowed by the Internal Revenue Service. As a result,
we could have taxable income in excess of cash available for distribution. If
this occurs, we may have to borrow funds or liquidate some of our assets in
order to meet the distribution requirement applicable to a REIT.
Ownership limits may discourage a change in control. For the purpose of
protecting our REIT status, our Articles of Incorporation generally limit the
ownership by any single stockholder of any class of our capital stock, including
common stock, to 9.8% of the outstanding shares of that class. The Articles also
prohibit anyone from buying shares if the purchase would result in our losing
our REIT status. For example, we would lose our REIT status if we had fewer than
100 different stockholders or if five or fewer stockholders, applying certain
broad attribution rules of the Internal Revenue Code, owned 50% or more of our
common stock. These restrictions may discourage a change in control, deter any
attractive tender offers for our common stock or limit the opportunity for you
or other stockholders to receive a premium for your common stock in the event a
stockholder is making purchases of shares of common stock in order to acquire a
block of shares.
We may be subject to other tax liabilities. Even if we qualify as a
REIT, we may be subject to some federal, state and local taxes on our income and
property that could reduce operating cash flow.
Changes in tax laws may prevent us from qualifying as a REIT. As we
have previously described, we are treated as a REIT for federal income tax
purposes. However, this treatment is based on the tax laws that are currently in
effect. We are unable to predict any future changes in the tax laws that would
adversely affect our status as a REIT. If there is a change in the tax laws that
prevents us from qualifying as a REIT or that requires REITs generally to pay
corporate level income taxes, we may not be able to make the same level of
distributions to our stockholders.
<PAGE>
SUITABILITY STANDARDS AND HOW TO SUBSCRIBE
SUITABILITY STANDARDS
The shares of common stock offered through this Prospectus (the
"Shares") are suitable only as a long-term investment for persons of adequate
financial means who have no need for liquidity in this investment. Initially,
there is not expected to be any public market for the Shares, which means that
it may be difficult to sell Shares. See the "Summary of the Articles of
Incorporation and Bylaws -- Restriction of Ownership" for a description of the
transfer requirements. As a result, the Company has established suitability
standards which require investors to have either (i) a net worth (not including
home, furnishings, and personal automobiles) of at least $45,000 and an annual
gross income of at least $45,000, or (ii) a net worth (not including home,
furnishings, and personal automobiles) of at least $150,000. The Company's
suitability standards also require that a potential investor (i) can reasonably
benefit from an investment in the Company based on such investor's overall
investment objectives and portfolio structuring, (ii) is able to bear the
economic risk of the investment based on the prospective stockholder's overall
financial situation, and (iii) has apparent understanding of (a) the fundamental
risks of the investment, (b) the risk that such investor may lose the entire
investment, (c) the lack of liquidity of the Shares, (d) the background and
qualifications of the advisor, and (e) the tax consequences of the investment.
Iowa, Maine, Ohio, and Pennsylvania have established suitability
standards different from those established by the Company, and Shares will be
sold only to investors in those states who meet the special suitability
standards set forth below.
IOWA -- The investor has (i) a net worth (not including home,
furnishings, and personal automobiles) of at least ten times the investor's
investment in the Company; and (ii) either (a) a net worth (not including home,
furnishings, and personal automobiles) of at least $50,000 and an annual gross
income of at least $50,000, or (b) a net worth (not including home, furnishings,
and personal automobiles) of at least $200,000.
Maine -- The investor has either (i) a net worth (not including home,
furnishings, and personal automobiles) of at least $50,000 and an annual gross
income of at least $50,000, or (ii) a net worth (not including home,
furnishings, and personal automobiles) of at least $200,000.
Ohio and Pennsylvania -- The investor has (i) a net worth (not
including home, furnishings, and personal automobiles) of at least ten times the
investor's investment in the Company; and (ii) either (a) a net worth (not
including home, furnishings, and personal automobiles) of at least $45,000 and
an annual gross income of at least $45,000, or (b) a net worth (not including
home, furnishings, and personal automobiles) of at least $150,000.
The foregoing suitability standards must be met by the investor who
purchases the Shares. If the investment is being made for a fiduciary account
(such as an IRA, Keogh Plan, or corporate pension or profit-sharing plan), the
beneficiary, the fiduciary account, or any donor or grantor that is the
fiduciary of the account who directly or indirectly supplies the investment
funds must meet such suitability standards.
Investors should read carefully the requirements in connection with
resales of Shares as set forth in the Articles of Incorporation and as
summarized under "Summary of the Articles of Incorporation and Bylaws --
Restriction of Ownership."
In purchasing Shares, custodians or trustees of employee pension
benefit plans or IRAs may be subject to the fiduciary duties imposed by the
Employee Retirement Income Security Act of 1974 ("ERISA") or other applicable
laws and to the prohibited transaction rules prescribed by ERISA and related
provisions of the Internal Revenue Code of 1986, as amended (the "Code"). See
"The Offering -- ERISA Considerations." In addition, prior to purchasing Shares,
the trustee or custodian of an employee pension benefit plan or an IRA should
determine that such an investment would be permissible under the governing
instruments of such plan or account and applicable law. For information
regarding "unrelated business taxable income," see "Federal Income Tax
Considerations -- Taxation of Stockholders -- Tax-Exempt Stockholders."
In order to ensure adherence to the suitability standards described
above, requisite suitability standards must be met, as set forth in the
Subscription Agreement in the form attached hereto as Appendix D. In addition,
soliciting dealers, broker-dealers that are members of the National Association
of Securities Dealers, Inc. or other entities exempt from broker-dealer
registration (collectively, the "Soliciting Dealers"), who are engaged by CNL
Securities Corp. (the "Managing Dealer") to sell Shares, have the responsibility
to make every reasonable effort to determine that the purchase of Shares is a
suitable and appropriate investment for an investor. In making this
determination, the Soliciting Dealers will rely on relevant information provided
by the investor, including information as to the investor's age, investment
objectives, investment experience, income, net worth, financial situation, other
investments, and any other pertinent information. See "The Offering --
Subscription Procedures." Executed Subscription Agreements will be maintained in
the Company's records for six years.
HOW TO SUBSCRIBE
An investor who meets the suitability standards described above may
subscribe for Shares by completing and executing the Subscription Agreement and
delivering it to a Soliciting Dealer, together with a check for the full
purchase price of the Shares subscribed for, payable to "SouthTrust Bank, N.A.,
Escrow Agent." See "The Offering -- Subscription Procedures." Certain Soliciting
Dealers who have "net capital," as defined in the applicable federal securities
regulations, of $250,000 or more may instruct their customers to make their
checks for Shares subscribed for payable directly to the Soliciting Dealer. Care
should be taken to ensure that the Subscription Agreement is filled out
correctly and completely. Partnerships, individual fiduciaries signing on behalf
of trusts, estates, and in other capacities, and persons signing on behalf of
corporations and corporate trustees may be required to obtain additional
documents from Soliciting Dealers. Any subscription may be rejected by the
Company in whole or in part, regardless of whether the subscriber meets the
minimum suitability standards.
Certain Soliciting Dealers may permit investors who meet the
suitability standards described above to subscribe for Shares by telephonic
order to the Soliciting Dealer. This procedure may not be available in certain
states. See "The Offering -- Plan of Distribution" and "The Offering --
Subscription Procedures."
A minimum investment of 250 Shares ($2,500) is required. IRAs, Keogh
plans, and pension plans must make a minimum investment of at least 100 Shares
($1,000). For Minnesota investors, IRAs and qualified plans must make a minimum
investment of 200 Shares ($2,000) and, for Iowa investors, IRAs and qualified
plans must make a minimum investment of 250 Shares ($2,500). Following an
initial subscription for at least the required minimum investment, any investor
may make additional purchases in increments of one Share. See "The Offering --
General," "The Offering -- Subscription Procedures" and "Summary of Reinvestment
Plan."
<PAGE>
ESTIMATED USE OF PROCEEDS
The table set forth below summarizes certain information relating to
the anticipated use of offering proceeds by the Company, assuming that
15,000,000 Shares are sold. The Company estimates that 84% of gross offering
proceeds computed at $10 per share sold ("Gross Proceeds") will be available for
the purchase of properties (the "Properties") and the making of mortgage loans
("Mortgage Loans"), and approximately 9% of Gross Proceeds will be paid in fees
and expenses to affiliates of the Company ("Affiliates") for their services and
as reimbursement for offering expenses ("Offering Expenses") and acquisition
expenses ("Acquisition Expenses") incurred on behalf of the Company; the balance
will be used to pay other expenses of the offering. While the estimated use of
proceeds set forth in the table below is believed to be reasonable, this table
should be viewed only as an estimate of the use of proceeds that may be
achieved.
<TABLE>
<CAPTION>
<S> <C>
Maximum Offering (1)
---------------------------
Amount Percent
------------- ---------
GROSS PROCEEDS TO THE COMPANY (2)..................................... $150,000,000 100.0%
Less:
Selling Commissions to CNL
Securities Corp. (2).......................................... 11,250,000 7.5%
Marketing Support and Due Diligence
Expense Reimbursement Fee to CNL
Securities Corp. (2).......................................... 750,000 0.5%
Offering Expenses (3).......................................... 4,500,000 3.0%
------------- ---------
NET PROCEEDS TO THE COMPANY .......................................... 133,500,000 89.0%
Less:
Acquisition Fees to the Advisor (4).............................. 6,750,000 4.5%
Acquisition Expenses (5)......................................... 750,000 0.5%
Initial Working Capital Reserve................................... (6)
------------- ---------
CASH PAYMENT FOR PURCHASE OF PROPERTIES
AND THE MAKING OF MORTGAGE LOANS BY
THE COMPANY (7).................................................. $126,000,000 84.0%
------------- ---------
</TABLE>
------------------------
FOOTNOTES:
(1) Excludes 500,000 Shares that may be sold pursuant to the Reinvestment
Plan.
(2) Gross Proceeds of the offering are calculated as if all Shares are sold
at $10.00 per Share and do not take into account any reduction in selling
commissions ("Selling Commissions"). See "The Offering -- Plan of
Distribution" for a description of the circumstances under which Selling
Commissions may be reduced, including commission discounts available for
purchases by registered representatives or principals of the Managing
Dealer or Soliciting Dealers, certain directors and officers and certain
investment advisers. Selling Commissions are calculated assuming that
reduced commissions are not paid in connection with the purchase of any
Shares. The Shares are being offered to the public through CNL Securities
Corp., which will receive Selling Commissions of 7.5% on all sales of
Shares and will act as Managing Dealer. The Managing Dealer is an
Affiliate of the Advisor. Other broker-dealers may be engaged as
Soliciting Dealers to sell Shares and be reallowed Selling Commissions of
up to 7%, with respect to Shares which they sell. In addition, all or a
portion of the marketing support and due diligence expense reimbursement
fee may be reallowed to certain Soliciting Dealers for expenses incurred
by them in selling the Shares, including reimbursement for bona fide
expenses incurred in connection with due diligence activities, with prior
written approval from, and in the sole discretion of, the Managing
Dealer. See "The Offering -- Plan of Distribution" for a more complete
description of this fee.
(3) Offering Expenses include legal, accounting, printing, escrow, filing,
registration, qualification, and other expenses of the offering of the
Shares, but exclude Selling Commissions and the marketing support and due
diligence expense reimbursement fee. The Advisor will pay all Offering
Expenses which exceed 3% of Gross Proceeds. The Offering Expenses paid by
the Company together with the 7.5% Selling Commissions, the 0.5%
marketing support and due diligence expense reimbursement fee, and the
Soliciting Dealer Servicing Fee incurred by the Company will not exceed
13% of the proceeds raised in connection with this offering.
(4) Acquisition fees ("Acquisition Fees") include all fees and commissions
paid by the Company to any person or entity in connection with the
selection or acquisition of any Property or the making of any Mortgage
Loan, including to Affiliates or nonaffiliates. Acquisition Fees do not
include Acquisition Expenses.
(5) Represents Acquisition Expenses that are neither reimbursed to the
Company nor included in the purchase price of the Properties, and on
which rent is not received, but does not include certain expenses
associated with Property acquisitions that are part of the purchase price
of the Properties, that are included in the basis of the Properties, and
on which rent is received. Acquisition Expenses include any and all
expenses incurred by the Company, the Advisor, or any Affiliate of the
Advisor in connection with the selection or acquisition of any
<PAGE>
Property or the making of any Mortgage Loan, whether or not acquired or
made, including, without limitation, legal fees and expenses, travel and
communication expenses, costs of appraisals, nonrefundable option
payments on property not acquired, accounting fees and expenses, taxes,
and title insurance, but exclude Acquisition Fees. The expenses that are
attributable to the seller of the Properties and part of the purchase
price of the Properties are anticipated to range between 1% and 2% of
Gross Proceeds.
(6) Because leases generally will be on a "triple-net" basis, it is not
anticipated that a permanent reserve for maintenance and repairs will be
established. However, to the extent that the Company has insufficient
funds for such purposes, the Advisor may, but is not required to,
contribute to the Company an aggregate amount of up to 1% of the net
offering proceeds ("Net Offering Proceeds") available to the Company for
maintenance and repairs. The Advisor also may, but is not required to,
establish reserves from offering proceeds, operating funds, and the
available proceeds of any sales of Company assets ("Sale").
(7) Offering proceeds designated for investment in Properties or the making
of Mortgage Loans temporarily may be invested in short-term, highly
liquid investments with appropriate safety of principal. The Company may,
at its discretion, use up to $100,000 per calendar quarter of offering
proceeds for redemptions of Shares. See "Redemption of Shares."
MANAGEMENT COMPENSATION
The table below summarizes the types, recipients, methods of
computation, and estimated amounts of all compensation, fees, reimbursements and
distributions to be paid directly or indirectly by the Company to the Advisor
and its Affiliates, exclusive of any distributions to which the Advisor or its
Affiliates may be entitled by reason of their purchase and ownership of Shares
in connection with this offering. The table excludes estimated amounts of
compensation relating to any Shares issued under the Company's Reinvestment
Plan. See "The Advisor and the Advisory Agreement." For information concerning
compensation and fees paid to the Advisor and its Affiliates since the date of
inception of the Company, see "Certain Relationships and Related Transactions."
For information concerning compensation to the Directors, see "Management."
A maximum of 15,000,000 Shares ($150,000,000) may be sold. An
additional 500,000 Shares ($5,000,000) may be sold to stockholders who receive a
copy of this Prospectus and who purchase Shares through the Reinvestment Plan.
Prior to the conclusion of this offering, if any of the 500,000 Shares remain
after meeting anticipated obligations under the Reinvestment Plan, the Company
may decide to sell a portion of these Shares in this offering.
The following arrangements for compensation and fees to the Advisor and
its Affiliates were not determined by arm's-length negotiations. See "Conflicts
of Interest." There is no item of compensation and no fee that can be paid to
the Advisor or its Affiliates under more than one category.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
---------------------------- ------------------------------------------------------------------- -----------------------------
Type of Method of Computation Estimated
Compensation Maximum Amount
and Recipient
---------------------------- ------------------------------------------------------------------- -----------------------------
Offering Stage
---------------------------- ------------------------------------------------------------------- -----------------------------
Selling Commissions to Selling Commissions of 7.5% per Share on all Shares sold, subject $11,250,000 if 15,000,000
Managing Dealer and to reduction under certain circumstances as described in "The Shares are sold.
Soliciting Dealers Offering -- Plan of Distribution." Soliciting Dealers may be
reallowed Selling Commissions of up to 7% with respect to Shares
they sell.
---------------------------- ------------------------------------------------------------------- -----------------------------
Marketing support and due Expense allowance of 0.5% of Gross Proceeds to the Managing $750,000 if 15,000,000
diligence expense Dealer, all or a portion of which may be reallowed to Soliciting Shares are sold.
reimbursement fee to Dealers with prior written approval from, and in the sole
Managing Dealer and discretion of, the Managing Dealer. The Managing Dealer will pay
Soliciting Dealers all sums attributable to bona fide due diligence expenses from
this fee, in the Managing Dealer's sole discretion.
---------------------------- ------------------------------------------------------------------- -----------------------------
Reimbursement to the Actual expenses incurred, except that the Advisor will pay all Amount is not determinable
Advisor and its such expenses in excess of 3% of Gross Proceeds. The Offering at this time, but will not
Affiliates for Offering Expenses paid by the Company, together with the 7.5% Selling exceed 3% of Gross
Expenses Commissions and 0.5% marketing support and due diligence expense Proceeds: $4,500,000 if
reimbursement fee, and the Soliciting Dealer Servicing Fee 15,000,000 Shares are sold.
incurred by the Company will not exceed 13% of the proceeds
raised in connection with this offering.
---------------------------- ------------------------------------------------------------------- -----------------------------
Acquisition Stage
---------------------------- ------------------------------------------------------------------- -----------------------------
Acquisition Fee to the 4.5% of Gross Proceeds, loan proceeds from permanent financing $6,750,000 if 15,000,000
Advisor ("Permanent Financing") and amounts outstanding on the line of Shares are sold plus
credit, if any, at the time of listing the Company's Common $2,025,000 if Permanent
Stock on a national securities exchange or over-the-counter Financing equals $45,000,000.
market ("Listing"), but excluding loan proceeds used to finance
secured equipment leases (collectively, "Total Proceeds") payable
to the Advisor as Acquisition Fees.
---------------------------- ------------------------------------------------------------------- -----------------------------
Other Acquisition Fees to Any fees paid to Affiliates of the Advisor in connection with Amount is not determinable
Affiliates of the Advisor the financing, development, construction or renovation of a at this time.
Property. Such fees are in addition to 4.5% of Total Proceeds
payable to the Advisor as Acquisition Fees, and payment of such
fees will be subject to approval by the Board of Directors,
including a majority of the directors who are independent of the
Advisor (the "Independent Directors"), not otherwise interested
in the transaction.
---------------------------- ------------------------------------------------------------------- -----------------------------
<PAGE>
---------------------------- ------------------------------------------------------------------- -----------------------------
Type of Method of Computation Estimated
Compensation Maximum Amount
and Recipient
---------------------------- ------------------------------------------------------------------- -----------------------------
Reimbursement of Reimbursement to the Advisor and its Affiliates for expenses Acquisition Expenses, which
Acquisition Expenses to actually incurred. are based on a number of
the Advisor and its factors, including the
Affiliates The total of all Acquisition Fees and any Acquisition Expenses purchase price of the
payable to the Advisor and its Affiliates shall be reasonable and Properties, are not
shall not exceed an amount equal to 6% of the Real Estate Asset determinable at this time.
Value of a Property, or in the case of a Mortgage Loan, 6% of the
funds advanced, unless a majority of the Board of Directors,
including a majority of the Independent Directors not otherwise
interested in the transaction, approves fees in excess of this
limit subject to a determination that the transaction is
commercially competitive, fair and reasonable to the Company.
Acquisition Fees shall be reduced to the extent that, and if
necessary to limit, the total compensation paid to all persons
involved in the acquisition of any Property to the amount
customarily charged in arm's-length transactions by other persons
or entities rendering similar services as an ongoing public
activity in the same geographical location and for comparable
types of Properties, and to the extent that other acquisition
fees, finder's fees, real estate commissions, or other similar
fees or commissions are paid by any person in connection with the
transaction. "Real Estate Asset Value" means the amount actually
paid or allocated to the purchase, development, construction or
improvement of a Property, exclusive of Acquisition Fees and
Acquisition Expenses.
---------------------------- ------------------------------------------------------------------- -----------------------------
Operational Stage
---------------------------- ------------------------------------------------------------------- -----------------------------
Asset Management Fee to A monthly Asset Management Fee in an amount equal to one-twelfth Amount is not determinable
the Advisor of 0.60% of the Company's Real Estate Asset Value and the at this time. The amount of
outstanding principal amount of any Mortgage Loans, as of the the Asset Management Fee
end of the preceding month. Specifically, Real Estate Asset will depend upon, among
Value equals the amount invested in the Properties wholly other things, the cost of the
owned by the Company, determined on the basis of cost, plus, Properties and the amount
in the case of the Properties owned by any joint venture or invested in Mortgage Loans.
partnership in which the Company is a co-venturer or partner
("Joint Venture"),the portion of the cost of such Properties
paid bythe Company, exclusive of Acquisition Fees and
Acquisition Expenses. The Asset Management Fee,
which will not exceed fees which are competitive
for similar services in the same geographic
area, may or may not be taken, in whole or in
part as to any year, in the sole discretion of
the Advisor. All or any portion of the Asset
Management Fee not taken as to any fiscal year
shall be deferred without interest and may be
taken in such other fiscal year as the Advisor
shall determine.
---------------------------- ------------------------------------------------------------------- --- -----------------------------
<PAGE>
---------------------------- ------------------------------------------------------------------- --- -----------------------------
Type of Method of Computation Estimated
Compensation Maximum Amount
and Recipient
---------------------------- ------------------------------------------------------------------- -----------------------------
Reimbursement to the Operating Expenses (which, in general, are those expenses Amount is not determinable
Advisor and Affiliates for relating to administration of the Company on an ongoing basis) at this time.
operating expenses will be reimbursed by the Company. To the extent that Operating
Expenses payable or reimbursable by the Company,
in any four consecutive fiscal quarters (the
"Expense Year"), exceed the greater of 2% of
Average Invested Assets or 25% of Net Income
(the "2%/25% Guidelines"), the Advisor shall
reimburse the Company within 60 days after the
end of the Expense Year the amount by which the
total Operating Expenses paid or incurred by the
Company exceed the 2%/25% Guidelines. "Average
Invested Assets" means, for a specified period,
the average of the aggregate book value of the
assets of the Company invested, directly or
indirectly, in equity interests in and loans
secured by real estate before reserves for
depreciation or bad debts or other similar
non-cash reserves, computed by taking the
average of such values at the end of each month
during such period. "Net Income" means for any
period, the total revenues applicable to such
period, less the total expenses applicable to
such period excluding additions to reserves for
depreciation, bad debts, or other similar
non-cash reserves; provided, however, Net Income
for purposes of calculating total allowable
Operating Expenses shall exclude the gain from
the sale of the Company's assets.
---------------------------- ------------------------------------------------------------------- -----------------------------
Soliciting Dealer An annual fee of 0.20% of the aggregate investment of Amount is not determinable at
Servicing Fee to stockholders who purchase Shares in this offering, generally this time. Until such time
Managing Dealer payable to the Managing Dealer, on December 31 of each year, as assets are sold,
commencing on December 31 of the year following the year in which the estimated amounts
the offering terminates. The Managing Dealer, in its sole payable to the Managing
discretion, in turn may reallow all or a portion of such fee to Dealer for each of the
Soliciting Dealers whose clients hold Shares from this offering years following the year of
on such date. In general, the aggregate investment of termination of the offering
stockholders who purchase Shares in this offering is the amount are expected to be $300,000
of cash paid by such stockholders to the Company for their if 15,000,000 Shares are
Shares, reduced by certain prior Distributions to such sold. The estimated
stockholders from the Sale of assets. The Soliciting Dealer maximum total amount
Servicing Fee will terminate as of the beginning of any year in payable to the Managing
which the Company is liquidated or in which Listing occurs, Dealer through December 31,
provided, however, that any previously accrued but unpaid portion 2008 is $1,800,000 if
of the Soliciting Dealer Servicing Fee may be paid in such year 15,000,000 Shares are sold.
or any subsequent year.
---------------------------- ------------------------------------------------------------------- -----------------------------
<PAGE>
---------------------------- ------------------------------------------------------------------- -----------------------------
Type of Method of Computation Estimated
Compensation Maximum Amount
and Recipient
---------------------------- ------------------------------------------------------------------- -----------------------------
Deferred, subordinated A deferred, subordinated real estate disposition fee, payable Amount is not determinable
real estate disposition upon Sale of one or more Properties, in an amount equal to the at this time. The amount of
fee payable to the lesser of (i) one-half of a Competitive Real Estate this fee, if it becomes
Advisor from a Sale or Commission, or (ii) 3% of the sales price of such Property or payable, will depend upon
Sales of a Property not Properties. Payment of such fee shall be made the price at
in liquidation of the which Properties only if the Advisor provides a substantial
Company amount of services are sold.in connection with the Sale of a
Property or Properties and shall be subordinated
to receipt by the stockholders of Distributions
equal to the sum of (i) their aggregate
Stockholders' 8% Return (as defined below) and
(ii) their aggregate investment in the Company
("Invested Capital"). In general, Invested
Capital is the amount of cash paid by the
stockholders to the Company for their Shares,
reduced by certain prior Distributions to the
stockholders from the Sale of assets. If, at the
time of a Sale, payment of the disposition fee
is deferred because the subordination conditions
have not been satisfied, then the disposition
fee shall be paid at such later time as the
subordination conditions are satisfied. Upon
Listing, if the Advisor has accrued but not been
paid such real estate disposition fee, then for
purposes of determining whether the
subordination conditions have been satisfied,
stockholders will be deemed to have received a
Distribution in the amount equal to the product
of the total number of Shares of Common Stock
outstanding and the average closing price of the
Shares over a period, beginning 180 days after
Listing, of 30 days during which the Shares are
traded. "Stockholders' 8% Return," as of each
date, means an aggregate amount equal to an 8%
cumulative, noncompounded, annual return on
Invested Capital.
---------------------------- ------------------------------------------------------------------- -----------------------------
Subordinated incentive fee At such time, if any, as Listing occurs, the Advisor shall be Amount is not determinable at
payable to the paid the subordinated incentive fee ("Subordinated Incentive Fee") this time.
Advisor at such time, if in an amount equal to 10% of the amount by which (i) the market
any, as Listing occurs value of the Company (as defined below) plus the total
Distributions made to stockholders from the
Company's inception until the date of Listing
exceeds (ii) the sum of (A) 100% of Invested
Capital and (B) the total Distributions required
to be made to the stockholders in order to pay
the Stockholders' 8% Return from inception
through the date the market value is determined.
For purposes of calculating the Subordinated
Incentive Fee, the market value of the Company
shall be the average closing price or average of
bid and asked price, as the case may be, over a
period of 30 days during which the Shares are
traded with such period beginning 180 days after
Listing. The Subordinated Incentive Fee will be
reduced by the amount of any prior payment to
the Advisor of a deferred, subordinated share of
Net Sales Proceeds from Sales of assets of the
Company.
---------------------------- ------------------------------------------------------------------- -----------------------------
Deferred, subordinated A deferred, subordinated share equal to 10% of Net Sales Proceeds Amount is not determinable
share of Net Sales from Sales of assets of the Company payable after receipt by the at this time.
Proceeds from Sales of stockholders of Distributions equal to the sum of (i) the
assets of the Company not Stockholders' 8% Return and (ii) 100% of Invested Capital.
in liquidation of the Following Listing, no share of Net Sales Proceeds will be paid to
Company payable to the the Advisor.
Advisor
---------------------------- ------------------------------------------------------------------- -----------------------------
<PAGE>
---------------------------- ------------------------------------------------------------------- -----------------------------
Type of Method of Computation Estimated
Compensation Maximum Amount
and Recipient
---------------------------- ------------------------------------------------------------------- -----------------------------
Performance Fee Upon termination of the Advisory Agreement, if Listing has not Amount is not determinable
payable to the Advisor occurred and the Advisor has met applicable performance at this time.
standards, the Advisor shall be paid the
Performance Fee in the amount equal to 10% of
the amount by which (i) the appraised value of
the Company's assets on the date of termination
of the Advisory Agreement (the "Termination
Date"), less any indebtedness secured by such
assets, plus total Distributions paid to
stockholders from the Company's inception
through the Termination Date, exceeds (ii) the
sum of 100% of Invested Capital plus an amount
equal to the Stockholders' 8% Return from
inception through the Termination Date. The
Performance Fee, to the extent payable at the
time of Listing, will not be payable in the
event the Subordinated Incentive Fee is paid.
---------------------------- ------------------------------------------------------------------- -----------------------------
Secured Equipment Lease A fee paid to the Advisor out of the proceeds of the revolving Amount is not determinable
Servicing Fee to the line of credit (the "Line of Credit") or Permanent Financing for at this time.
Advisor negotiating furniture, fixtures and equipment ("Equipment") loans
or direct financing leases (the "Secured
Equipment Leases") and supervising the Secured
Equipment Lease program equal to 2% of the
purchase price of the Equipment subject to each
Secured Equipment Lease and paid upon entering
into such lease. No other fees will be payable
in connection with the Secured Equipment Lease
program.
---------------------------- ------------------------------------------------------------------- -----------------------------
Reimbursement to the Repayment by the Company of actual expenses incurred. Amount is not determinable
Advisor and Affiliates for at this time.
Secured Equipment Lease
servicing expenses
---------------------------- ------------------------------------------------------------------- -----------------------------
Liquidation Stage
---------------------------- ------------------------------------------------------------------- -----------------------------
Deferred, subordinated A deferred, subordinated real estate disposition fee, payable Amount is not determinable
real estate disposition upon Sale of one or more Properties, in an amount equal to the at this time. The amount
fee payable to the Advisor lesser of (i) one-half of a Competitive Real Estate Commission, of this fee, if it becomes
from a Sale or Sales in or (ii) 3% of the sales price of such Property or Properties. payable, will depend upon
liquidation of the Company Payment of such fee shall be made only if the Advisor provides the price at which Properties
substantial amount of services in connection with the Sale of a are sold.
Property or Properties and shall be subordinated to receipt by
the stockholders of Distributions equal to the sum of (i) their
aggregate Stockholders' 8% Return and (ii) their aggregate
Invested Capital. If, at the time of a Sale, payment of the
disposition fee is deferred because the subordination conditions
have not been satisfied, then the disposition fee shall be paid
at such later time as the subordination conditions are satisfied.
---------------------------- ------------------------------------------------------------------- -----------------------------
Deferred, subordinated A deferred, subordinated share equal to 10% of Net Sales Amount is not determinable
share of Net Sales Proceeds from Sales of assets of the Company payable after at this time.
Proceeds from Sales of receipt by the stockholders of Distributions equal to the sum
assets of the Company in of (i) the Stockholders' 8% Return and (ii) 100% of Invested
liquidation of the Company Capital. Following Listing, no share of Net Sales Proceeds will
payable to the Advisor be paid to the Advisor.
---------------------------- ------------------------------------------------------------------- -----------------------------
</TABLE>
<PAGE>
CONFLICTS OF INTEREST
The Company will be subject to various conflicts of interest arising
out of its relationship to the Advisor and its Affiliates, as described below.
The following chart indicates the relationship between the Company, the
Advisor and CNL Holdings, Inc., including its Affiliates that will provide
services to the Company.
CNL Holdings, Inc. (1)
Subsidiaries, Affiliates and Strategic Business Units
-----------------------------------------------------
Capital Markets: Retail:
CNL Capital Markets, Inc. (2) Commercial Net Lease Realty, Inc.(8)
CNL Investment Company
CNL Securities Corp. (3) Restaurant:
CNL Asset Management, Inc. CNL American Properties Fund, Inc.(9)
CNL Institutional Advisors, Inc.
Hospitality:
Administrative Services: CNL Hospitality Properties, Inc. (6)
CNL Shared Services, Inc. (4)
Health Care:
Real Estate Services: CNL Retirement Properties, Inc.
CNL Real Estate Services, Inc. (5)
CNL Hospitality Corp. (6) Financial Services:
CNL Hotel Development Company CNL Finance, Inc.
CNL Retirement Corp. (7) CNL Capital Corp.
CNL Retirement Development Corp.
CNL Realty & Development Corp.
-----------------------
(1) CNL Holdings, Inc. is the parent company of CNL Financial Group, Inc.
(formerly CNL Group, Inc.) and its affiliates. James M. Seneff, Jr.,
Chairman of the Board and Chief Executive Officer of the Company,
shares ownership and voting control of CNL Holdings, Inc. with Dayle L.
Seneff, his wife.
(2) CNL Capital Markets, Inc. is a wholly owned subsidiary of CNL Financial
Group, Inc. and is the parent company of CNL Investment Company.
(3) CNL Securities Corp. is a wholly owned subsidiary of CNL Investment
Company and has served as managing dealer in the offerings for various
CNL public and private real estate programs, including the Company.
(4) CNL Shared Services, Inc. is a wholly owned subsidiary of CNL Holdings,
Inc., and together with other Affiliates provides administrative
services for various CNL entities, including the Company.
(5) CNL Real Estate Services, Inc., a wholly owned subsidiary of CNL
Financial Group, Inc., is the parent company of CNL Hospitality Corp.,
CNL Retirement Corp. and CNL Realty & Development Corp.
(6) CNL Hospitality Properties, Inc. is a public, unlisted REIT. James M.
Seneff, Jr. holds the positions of Chief Executive Officer and Chairman
of the Board, and Robert A. Bourne holds the positions of President and
Vice Chairman of the Board of CNL Hospitality Properties, Inc. CNL
Hospitality Corp., a majority owned subsidiary of CNL Real Estate
Services, Inc., provides management and advisory services to CNL
Hospitality Properties, Inc. pursuant to an advisory agreement.
(7) CNL Retirement Corp., a wholly owned subsidiary of CNL Real Estate
Services, Inc., provides management and advisory services to the
Company pursuant to the Advisory Agreement.
<PAGE>
(8) Commercial Net Lease Realty, Inc. is a REIT listed on the New York
Stock Exchange. Effective January 1, 1998, CNL Realty Advisors, Inc.
and Commercial Net Lease Realty, Inc. merged, at which time Commercial
Net Lease Realty, Inc. became self advised. James M. Seneff, Jr.
continues to hold the positions of Chief Executive Officer and Chairman
of the Board, and Robert A. Bourne continues to hold the position of
Vice Chairman of the Board of Commercial Net Lease Realty, Inc.
(9) CNL American Properties Fund, Inc. is a public, unlisted REIT.
Effective September 1, 1999, CNL Fund Advisors, Inc., CNL Financial
Services, Inc., CNL Financial Corp. and CNL American Properties Fund,
Inc. merged, at which time CNL American Properties Fund, Inc. became
self advised. James M. Seneff, Jr. continues to hold the position of
Chairman of the Board and Robert A. Bourne continues to hold the
position of Vice Chairman of the Board of CNL American Properties Fund,
Inc.
PRIOR AND FUTURE PROGRAMS
In the past, Affiliates of the Advisor have organized over 100 other
real estate investments, currently have other real estate holdings, and in the
future expect to form, offer interests in, and manage other real estate programs
in addition to the Company, and make additional real estate investments.
Although no Affiliate of the Advisor currently owns, operates, leases or manages
properties that would be suitable for the Company, future real estate programs
may involve Affiliates of the Advisor in the ownership, financing, operation,
leasing, and management of properties that may be suitable for the Company.
Certain of these affiliated public or private real estate programs may
in the future invest in health care properties, may purchase properties
concurrently with the Company and may lease properties to operators who also
lease or operate certain of the Company's Properties. Such other programs may
offer mortgage or equipment financing to the same or similar entities as those
targeted by the Company, thereby affecting the Company's Mortgage Loan
activities or Secured Equipment Lease program. Such conflicts between the
Company and affiliated programs may affect the value of the Company's
investments as well as its Net Income. The Company believes that the Advisor has
established guidelines to minimize such conflicts. See "-- Certain Conflict
Resolution Procedures" below.
COMPETITION TO ACQUIRE PROPERTIES AND INVEST IN MORTGAGE LOANS
Affiliates of the Advisor may compete with the Company to acquire
health care properties or to invest in mortgage loans of a type suitable for
acquisition or investment by the Company and may be better positioned to make
such acquisitions or investments as a result of relationships that may develop
with various operators of health care and seniors' housing facilities (the
"Health Care Facilities"). See "Business -- Site Selection and Acquisition of
Properties -- Interim Acquisitions." A purchaser who wishes to acquire one or
more of these properties or invest in one or more mortgage loans may have to do
so within a relatively short period of time, occasionally at a time when the
Company (due to insufficient funds, for example) may be unable to make the
acquisition or investment.
In an effort to address these situations and preserve the acquisition
and investment opportunities for the Company (and other entities with which the
Advisor or its Affiliates are affiliated), Affiliates of the Advisor may
maintain lines of credit which enable them to acquire properties or make
mortgage loans on an interim basis. In the event Affiliates acquire such
properties, these properties and/or mortgage loans generally will be purchased
from Affiliates of the Advisor, at their cost or carrying value, by one or more
existing or future public or private programs formed by Affiliates of the
Advisor.
The Advisor could experience potential conflicts of interest in
connection with the negotiation of the purchase price and other terms of the
acquisition of a Property or investment in a Mortgage Loan, as well as the terms
of the lease of a Property or the terms of a Mortgage Loan, due to its
relationship with its Affiliates and any business relationship of its Affiliates
that may develop with operators of Health Care Facilities. Consequently, the
Advisor may negotiate terms of acquisitions, investments or leases that may be
more beneficial to other entities than to the Company.
The Advisor or its Affiliates also may be subject to potential
conflicts of interest at such time as the Company wishes to acquire a property,
make a mortgage loan or enter into a secured equipment lease that also would be
a suitable investment for an Affiliate of CNL. Affiliates of the Advisor serve
as Directors of the Company and, in this capacity, have a fiduciary obligation
to act in the best interest of the stockholders of the Company and, as general
partners or directors of CNL Affiliates, to act in the best interests of the
investors in other programs with investments that may be similar to those of the
Company and will use their best efforts to assure that the Company will be
treated as favorably as any such other program. See "Management -- Fiduciary
Responsibility of the Board of Directors." The Company has also developed
procedures to resolve potential conflicts of interest in the allocation of
properties and mortgage loans between the Company and certain of its Affiliates.
See "-- Certain Conflict Resolution Procedures" below.
The Company will supplement this Prospectus during the offering period
to disclose the acquisition of a Property at such time as the Advisor believes
that a reasonable probability exists that the Company will acquire the Property,
including an acquisition from the Advisor or its Affiliates. Based upon the
experience of management of the Company and the Advisor and the proposed
acquisition methods, a reasonable probability that the Company will acquire a
Property normally will occur as of the date on which (i) a commitment letter is
executed by a proposed lessee, (ii) a satisfactory credit underwriting for the
proposed lessee has been completed, (iii) a satisfactory site inspection has
been completed and (iv) a nonrefundable deposit has been paid on the Property.
SALES OF PROPERTIES
A conflict also could arise in connection with the Advisor's
determination as to whether or not to sell a Property, since the interests of
the Advisor and the stockholders may differ as a result of their distinct
financial and tax positions and the compensation to which the Advisor or its
Affiliates may be entitled upon the Sale of a Property. See "-- Compensation of
the Advisor" below for a description of these compensation arrangements. In
order to resolve this potential conflict, the Board of Directors will be
required to approve each Sale of a Property.
JOINT INVESTMENT WITH AN AFFILIATED PROGRAM
The Company may invest in Joint Ventures with another program sponsored
by the Advisor or its Affiliates if a majority of the Directors, including a
majority of the Independent Directors, not otherwise interested in the
transaction, determine that the investment in the Joint Venture is fair and
reasonable to the Company and on substantially the same terms and conditions as
those to be received by the co-venturer or co-venturers. Potential situations
may arise in which the interests of the co-venturer or co-venturers may conflict
with those of the Company. In addition, the Company and the co-venturer or
co-venturers may reach an impasse with regard to business decisions, such as the
purchase or sale of Property, in which the approval of the Company and each
co-venturer is required. In this event, none of the parties may have the funds
necessary to purchase the interests of the other co-venturers. The Company may
experience difficulty in locating a third party purchaser for its Joint Venture
interest and in obtaining a favorable sales price for such Joint Venture
interest. See "Risk Factors -- Real Estate and Other Investment Risks -- We may
not control the joint ventures in which we enter."
COMPETITION FOR MANAGEMENT TIME
The directors and certain of the officers of the Advisor and the
Directors and certain of the officers of the Company currently are engaged, and
in the future will engage, in the management of other business entities and
properties and in other business activities, including entities, properties and
activities associated with Affiliates. They will devote only as much of their
time to the business of the Company as they, in their judgment, determine is
reasonably required, which will be substantially less than their full time.
These officers and directors of the Advisor and officers and Directors of the
Company may experience conflicts of interest in allocating management time,
services, and functions among the Company and the various entities, investor
programs (public or private), and any other business ventures in which any of
them are or may become involved. Independent Directors may serve as directors of
three REITs advised by the Advisor; however, the Company does not anticipate
that it will share Independent Directors with other REITs advised by the
Advisor.
COMPENSATION OF THE ADVISOR
The Advisor has been engaged to perform various services for the
Company and will receive fees and compensation for such services. None of the
agreements for such services were the result of arm's-length negotiations. All
such agreements, including the Advisory Agreement, require approval by a
majority of the Board of Directors, including a majority of the Independent
Directors, not otherwise interested in such transactions, as being fair and
reasonable to the Company and on terms and conditions no less favorable than
those which could be obtained from unaffiliated entities. The timing and nature
of fees and compensation to the Advisor could create a conflict between the
interests of the Advisor and those of the stockholders. A transaction involving
the purchase, lease, or Sale of any Property, or the entering into or Sale of a
Mortgage Loan or a Secured Equipment Lease by the Company may result in the
immediate realization by the Advisor and its Affiliates of substantial
commissions, fees, compensation, and other income. Although the Advisory
Agreement authorizes the Advisor to take primary responsibility for all
decisions relating to any such transaction, the Board of Directors must approve
all of the Company's acquisitions and Sales of Properties and the entering into
and Sales of Mortgage Loans or Secured Equipment Leases. Potential conflicts may
arise in connection with the determination by the Advisor on behalf of the
Company of whether to hold or sell a Property, Mortgage Loan, or Secured
Equipment Lease as such determination could impact the timing and amount of fees
payable to the Advisor. See "The Advisor and the Advisory Agreement."
RELATIONSHIP WITH MANAGING DEALER
The Managing Dealer is CNL Securities Corp., an Affiliate of the
Advisor. Certain of the officers and Directors of the Company are also officers,
directors, and registered principals of the Managing Dealer. This relationship
may create conflicts in connection with the fulfillment by the Managing Dealer
of its due diligence obligations under the federal securities laws. Although the
Managing Dealer will examine the information in the Prospectus for accuracy and
completeness, the Managing Dealer is an Affiliate of the Company and will not
make an independent review of the Company or the offering. Accordingly, the
investors do not have the benefit of such independent review. Certain of the
Soliciting Dealers have made, or are expected to make, their own independent due
diligence investigations. The Managing Dealer is not prohibited from acting in
any capacity in connection with the offer and sale of securities offered by
entities that may have some or all investment objectives similar to those of the
Company and is expected to participate in other offerings sponsored by one or
more of the officers or Directors of the Company.
LEGAL REPRESENTATION
Shaw Pittman, which serves as securities and tax counsel to the Company
in this offering, also serves as securities and tax counsel for certain of its
Affiliates, including other real estate programs, in connection with other
matters. In addition, certain members of the firm of Shaw Pittman have invested
as limited partners or stockholders in prior programs sponsored by Affiliates of
the Advisor in aggregate amounts which do not exceed one percent of the amounts
sold by any of these programs, and members of the firm also may invest in the
Company. Neither the Company nor the stockholders will have separate counsel. In
the event any controversy arises following the termination of this offering in
which the interests of the Company appear to be in conflict with those of the
Advisor or its Affiliates, other counsel may be retained for one or both
parties.
CERTAIN CONFLICT RESOLUTION PROCEDURES
In order to reduce or eliminate certain potential conflicts of
interest, the Articles of Incorporation contain a number of restrictions
relating to (i) transactions between the Company and the Advisor or its
Affiliates, (ii) certain future offerings, and (iii) allocation of properties,
mortgage loans and secured equipment leases among certain affiliated entities.
These restrictions include the following:
1. No goods or services will be provided by the Advisor or its
Affiliates to the Company except for transactions in which the Advisor or its
Affiliates provide goods or services to the Company in accordance with the
Articles of Incorporation, or, if a majority of the Directors (including a
majority of the Independent Directors) not otherwise interested in such
transactions approve such transactions as fair and reasonable to the Company and
on terms and conditions not less favorable to the Company than those available
from unaffiliated third parties.
2. The Company will not purchase or lease Properties in which the
Advisor or its Affiliates has an interest without the determination, by a
majority of the Directors (including a majority of the Independent Directors)
not otherwise interested in such transaction, that such transaction is
competitive and commercially reasonable to the Company and at a price to the
Company no greater than the cost of the asset to the Advisor or its Affiliate
unless there is substantial justification for any amount that exceeds such cost
and such excess amount is determined to be reasonable. In no event shall the
Company acquire any such asset at an amount in excess of its appraised value.
The Company will not sell or lease Properties to the Advisor or its Affiliates
unless a majority of the Directors (including a majority of the Independent
Directors) not interested in the transaction determine the transaction is fair
and reasonable to the Company.
3. The Company will not make loans to the Sponsor, Advisor, Directors
or any Affiliates thereof, except (A) mortgage loans subject to the restrictions
governing mortgage loans in the Articles of Incorporation (including the
requirement to obtain an appraisal from an independent expert) or (B) to wholly
owned subsidiaries of the Company. Any loans to the Company by the Advisor or
its Affiliates must be approved by a majority of the Directors (including a
majority of the Independent Directors) not otherwise interested in such
transaction as fair, competitive, and commercially reasonable, and no less
favorable to the Company than comparable loans between unaffiliated parties. It
is anticipated that the Advisor or its Affiliates shall be entitled to
reimbursement, at cost, for actual expenses incurred by the Advisor or its
Affiliates on behalf of the Company or Joint Ventures in which the Company is a
co-venturer, subject to the 2%/25% Guidelines (2% of Average Invested Assets or
25% of Net Income) described under "The Advisor and the Advisory Agreement --
The Advisory Agreement."
4. Until completion of this offering, the Advisor and its Affiliates
will not offer or sell interests in any subsequently formed public program that
has investment objectives and structure similar to those of the Company and that
intends to (i) invest, on a cash and/or leveraged basis, in a diversified
portfolio of health care properties to be leased on a "triple-net" basis to
operators of Health Care Facilities, (ii) offer mortgage loans and (iii) offer
secured equipment leases. The Advisor and its Affiliates also will not purchase
a property or offer or invest in a mortgage loan or secured equipment lease for
any such subsequently formed public program that has investment objectives and
structure similar to the Company and that intends to invest on a cash and/or
leveraged basis primarily in a diversified portfolio of health care properties
to be leased on a "triple-net" basis to operators of Health Care Facilities
until substantially all (generally, 80%) of the funds available for investment
(Net Offering Proceeds) by the Company have been invested or committed to
investment. (For purposes of the preceding sentence only, funds are deemed to
have been committed to investment to the extent written agreements in principle
or letters of understanding are executed and in effect at any time, whether or
not any such investment is consummated, and also to the extent any funds have
been reserved to make contingent payments in connection with any Property,
whether or not any such payments are made.) The Advisor or its Affiliates in the
future may offer interests in one or more public or private programs organized
to purchase properties of the type to be acquired by the Company, to offer
Mortgage Loans and/or to offer Secured Equipment Leases.
5. The Board of Directors and the Advisor have agreed that, in the
event that an investment opportunity becomes available which is suitable for
both the Company and a public or private entity with which the Advisor or its
Affiliates are affiliated, for which both entities have sufficient uninvested
funds, then the entity which has had the longest period of time elapse since it
was offered an investment opportunity will first be offered the investment
opportunity. An investment opportunity will not be considered suitable for a
program if the requirements of Item 4 above could not be satisfied if the
program were to make the investment. In determining whether or not an investment
opportunity is suitable for more than one program, the Advisor and its
Affiliates will examine such factors, among others, as the cash requirements of
each program, the effect of the acquisition both on diversification of each
program's investments by types of health care facilities and geographic area,
and on diversification of the tenants of its properties (which also may affect
the need for one of the programs to prepare or produce audited financial
statements for a property or a tenant), the anticipated cash flow of each
program, the size of the investment, the amount of funds available to each
program, and the length of time such funds have been available for investment.
If a subsequent development, such as a delay in the closing of a property or a
delay in the construction of a property, causes any such investment, in the
opinion of the Advisor and its Affiliates, to be more appropriate for an entity
other than the entity which committed to make the investment, however, the
Advisor has the right to agree that the other entity affiliated with the Advisor
or its Affiliates may make the investment.
6. With respect to Shares owned by the Advisor, the Directors, or any
Affiliate, neither the Advisor, nor the Directors, nor any of their Affiliates
may vote or consent on matters submitted to the stockholders regarding the
removal of the Advisor, Directors, or any Affiliate or any transaction between
the Company and any of them. In determining the requisite percentage in interest
of Shares necessary to approve a matter on which the Advisor, Directors, and any
Affiliate may not vote or consent, any Shares owned by any of them shall not be
included.
Additional conflict resolution procedures are identified under " --
Sales of Properties," " -- Joint Investment With An Affiliated Program" and " --
Legal Representation."
<PAGE>
SUMMARY OF REINVESTMENT PLAN
The Company has adopted the Reinvestment Plan pursuant to which some
stockholders may elect to have the full amount of their cash Distributions from
the Company reinvested in additional Shares of the Company. Each prospective
investor who wishes to participate in the Reinvestment Plan should consult with
such investor's Soliciting Dealer as to the Soliciting Dealer's position
regarding participation in the Reinvestment Plan. The following discussion
summarizes the principal terms of the Reinvestment Plan. The Reinvestment Plan
is attached hereto as Appendix A.
GENERAL
An independent agent (the "Reinvestment Agent"), which currently is MMS
Securities, Inc., will act on behalf of the participants in the Reinvestment
Plan (the "Participants"). The Reinvestment Agent at all times will be
registered as a broker-dealer with the Securities and Exchange Commission (the
"Commission") and each state securities commission. At any time that the Company
is engaged in an offering, including the offering described herein, the
Reinvestment Agent will invest all Distributions attributable to Shares owned by
Participants in Shares of the Company at the public offering price per Share,
which currently is $10.00 per Share. At any time that the Company is not engaged
in an offering, and until Listing, the price per Share will be determined by (i)
quarterly appraisal updates performed by the Company based on a review of the
existing appraisal and lease of each Property, focusing on a re-examination of
the capitalization rate applied to the rental stream to be derived from that
Property; and (ii) a review of the outstanding Mortgage Loans and Secured
Equipment Leases focusing on a determination of present value by a
re-examination of the capitalization rate applied to the stream of payments due
under the terms of each Mortgage Loan and Secured Equipment Lease. The
capitalization rate used by the Company and, as a result, the price per Share
paid by the Participants in the Reinvestment Plan prior to Listing will be
determined by the Advisor in its sole discretion. The factors that the Advisor
will use to determine the capitalization rate include (i) its experience in
selecting, acquiring and managing properties similar to the Properties; (ii) an
examination of the conditions in the market; and (iii) capitalization rates in
use by private appraisers, to the extent that the Advisor deems such factors
appropriate, as well as any other factors that the Advisor deems relevant or
appropriate in making its determination. The Company's internal accountants will
then convert the most recent quarterly balance sheet of the Company from a
"GAAP" balance sheet to a "fair market value" balance sheet. Based on the "fair
market value" balance sheet, the internal accountants will then assume a Sale of
the Company's assets and the liquidation of the Company in accordance with its
constitutive documents and applicable law and compute the appropriate method of
distributing the cash available after payment of reasonable liquidation
expenses, including closing costs typically associated with the sale of assets
and shared by the buyer and seller, and the creation of reasonable reserves to
provide for the payment of any contingent liabilities. All Shares available for
purchase under the Reinvestment Plan either are registered pursuant to this
Prospectus or will be registered under the Securities Act of 1933 through a
separate prospectus relating solely to the Reinvestment Plan. Until this
offering has terminated, Shares will be available for purchase out of the
additional 500,000 Shares registered with the Commission in connection with this
offering. See "The Offering -- Plan of Distribution." After the offering has
terminated, Shares will be available from any additional Shares which the
Company elects to register with the Commission for the Reinvestment Plan. The
Reinvestment Plan may be amended or supplemented by an agreement between the
Reinvestment Agent and the Company at any time, including, but not limited to,
an amendment to the Reinvestment Plan to add a voluntary cash contribution
feature or to substitute a new Reinvestment Agent to act as agent for the
Participants or to increase the administrative charge payable to the
Reinvestment Agent, by mailing an appropriate notice at least 30 days prior to
the effective date thereof to each Participant at his or her last address of
record; provided, that any such amendment must be approved by a majority of the
Independent Directors of the Company. Such amendment or supplement shall be
deemed conclusively accepted by each Participant except those Participants from
whom the Company receives written notice of termination prior to the effective
date thereof.
Stockholders who have received a copy of this Prospectus and
participate in this offering can elect to participate in and purchase Shares
through the Reinvestment Plan at any time and would not need to receive a
separate prospectus relating solely to the Reinvestment Plan. A person who
becomes a stockholder otherwise than by participating in this offering, or the
initial public offering (the "Initial Offering"), may purchase Shares through
the Reinvestment Plan only after receipt of a separate prospectus relating
solely to the Reinvestment Plan.
At any time that the Company is not engaged in an offering, the price
per Share purchased pursuant to the Reinvestment Plan shall be the fair market
value of the Shares based on quarterly appraisal updates of the Company's assets
until such time, if any, as Listing occurs. Upon Listing, the Shares to be
acquired for the Reinvestment Plan may be acquired either through such market or
directly from the Company pursuant to a registration statement relating to the
Reinvestment Plan, in either case at a per-Share price equal to the then
prevailing market price on the national securities exchange or over-the-counter
market on which the Shares are listed at the date of purchase. In the event
that, after Listing occurs, the Reinvestment Agent purchases Shares on a
national securities exchange or over-the-counter market through a registered
broker-dealer, the amount to be reinvested shall be reduced by any brokerage
commissions charged by such registered broker-dealer. In the event that such
registered broker-dealer charges reduced brokerage commissions, additional funds
in the amount of any such reduction shall be left available for the purchase of
Shares. The Company is unable to predict the effect which such a proposed
Listing would have on the price of the Shares acquired through the Reinvestment
Plan.
INVESTMENT OF DISTRIBUTIONS
Distributions will be used by the Reinvestment Agent, promptly
following the payment date with respect to such Distributions, to purchase
Shares on behalf of the Participants from the Company. All such Distributions
shall be invested in Shares within 30 days after such payment date. Any
Distributions not so invested will be returned to Participants.
At this time, Participants will not have the option to make voluntary
contributions to the Reinvestment Plan to purchase Shares in excess of the
amount of Shares that can be purchased with their Distributions. The Board of
Directors reserves the right, however, to amend the Reinvestment Plan in the
future to permit voluntary contributions to the Reinvestment Plan by
Participants, to the extent consistent with the Company's objective of
qualifying as a REIT.
PARTICIPANT ACCOUNTS, FEES AND ALLOCATION OF SHARES
For each Participant, the Reinvestment Agent will maintain a record
which shall reflect for each fiscal quarter the Distributions received by the
Reinvestment Agent on behalf of such Participant. The Company shall be
responsible for all administrative charges and expenses charged by the
Reinvestment Agent. Any interest earned on such Distributions will be paid to
the Company to defray certain costs relating to the Reinvestment Plan. The
administrative charge for each fiscal quarter will be the lesser of 5% of the
amount reinvested for the Participant or $2.50, with a minimum charge of $0.50.
The maximum annual charge is $10.00.
The Reinvestment Agent will use the aggregate amount of Distributions
to all Participants for each fiscal quarter to purchase Shares for the
Participants. If the aggregate amount of Distributions to Participants exceeds
the amount required to purchase all Shares then available for purchase, the
Reinvestment Agent will purchase all available Shares and will return all
remaining Distributions to the Participants within 30 days after the date such
Distributions are made. The purchased Shares will be allocated among the
Participants based on the portion of the aggregate Distributions received by the
Reinvestment Agent on behalf of each Participant, as reflected in the records
maintained by the Reinvestment Agent. The ownership of the Shares purchased
pursuant to the Reinvestment Plan shall be reflected on the books of the
Company.
Subject to the provisions of the Articles of Incorporation relating to
certain restrictions on and the effective dates of transfer, Shares acquired
pursuant to the Reinvestment Plan will entitle the Participant to the same
rights and to be treated in the same manner as those purchased by the
Participants in the offering. Accordingly, the Company will pay the Managing
Dealer Selling Commissions of 7.5% (subject to reduction under the circumstances
provided under "The Offering -- Plan of Distribution") and a marketing support
and due diligence fee of 0.5%. The Company will also pay the Advisor Acquisition
Fees of 4.5% of the purchase price of the Shares sold pursuant to the
Reinvestment Plan until the termination of the offering. Thereafter, Acquisition
Fees will be paid by the Company only in the event that proceeds of the sale of
Shares are used to acquire Properties or to invest in Mortgage Loans. As a
result, aggregate fees payable to Affiliates of the Company will total between
8.0% and 12.5% of the proceeds of reinvested Distributions, up to 7.5% of which
may be reallowed to Soliciting Dealers.
The allocation of Shares among Participants may result in the ownership
of fractional Shares, computed to four decimal places.
<PAGE>
REPORTS TO PARTICIPANTS
Within 60 days after the end of each fiscal quarter, the Reinvestment
Agent will mail to each Participant a statement of account describing, as to
such Participant, the Distributions reinvested during the quarter, the number of
Shares purchased during the quarter, the per Share purchase price for such
Shares, the total administrative charge paid by the Company on behalf of each
Participant (see "-- Participant Accounts, Fees and Allocation of Shares"
above), and the total number of Shares purchased on behalf of the Participant
pursuant to the Reinvestment Plan. Until such time, if any, as Listing occurs,
the statement of account also will report the most recent fair market value of
the Shares, determined as described above. See "-- General" above.
Tax information for income earned on Shares under the Reinvestment Plan
will be sent to each participant by the Company or the Reinvestment Agent at
least annually.
ELECTION TO PARTICIPATE OR TERMINATE PARTICIPATION
Stockholders of the Company who purchase Shares in this offering may
become Participants in the Reinvestment Plan by making a written election to
participate on their Subscription Agreements at the time they subscribe for
Shares. Any other stockholder who receives a copy of this Prospectus or a
separate prospectus relating solely to the Reinvestment Plan and who has not
previously elected to participate in the Reinvestment Plan may so elect at any
time by written notice to the Board of Directors of such stockholder's desire to
participate in the Reinvestment Plan. Participation in the Reinvestment Plan
will commence with the next Distribution made after receipt of the Participant's
notice, provided it is received at least ten days prior to the record date for
such Distribution. Subject to the preceding sentence, the election to
participate in the Reinvestment Plan will apply to all Distributions
attributable to the fiscal quarter in which the stockholder made such written
election to participate in the Reinvestment Plan and to all fiscal quarters
thereafter, whether made (i) upon subscription or subsequently for stockholders
who participate in this offering, or (ii) upon receipt of a separate prospectus
relating solely to the Reinvestment Plan for stockholders who do not participate
in this offering. Participants will be able to terminate their participation in
the Reinvestment Plan at any time without penalty by delivering written notice
to the Board of Directors ten business days before the end of a fiscal quarter.
A Participant who chooses to terminate participation in the
Reinvestment Plan must terminate his or her entire participation in the
Reinvestment Plan and will not be allowed to terminate in part. If a Participant
terminates his or her participation the Reinvestment Agent will send him or her
a check in payment for any fractional Shares in his or her account based on the
then market price of the Shares and the Company's record books will be revised
to reflect the ownership records of his or her whole Shares. There are no fees
associated with a Participant's terminating his or her interest in the
Reinvestment Plan. A Participant in the Reinvestment Plan who terminates his or
her interest in the Reinvestment Plan will be allowed to participate in the
Reinvestment Plan again upon receipt of the then current version of this
Prospectus or a separate current prospectus relating solely to the Reinvestment
Plan by notifying the Reinvestment Agent and completing any required forms.
The Board of Directors reserves the right to prohibit Qualified Plans
from participating in the Reinvestment Plan if such participation would cause
the underlying assets of the Company to constitute "plan assets" of Qualified
Plans. See "The Offering -- ERISA Considerations."
FEDERAL INCOME TAX CONSIDERATIONS
Stockholders subject to federal taxation who elect to participate in
the Reinvestment Plan will incur a tax liability for Distributions allocated to
them even though they have elected not to receive their Distributions in cash
but rather to have their Distributions held pursuant to the Reinvestment Plan.
Specifically, stockholders will be treated as if they have received the
Distribution from the Company and then applied such Distribution to purchase
Shares in the Reinvestment Plan. A stockholder designating a Distribution for
reinvestment will be taxed on the amount of such Distribution as ordinary income
to the extent such Distribution is from current or accumulated earnings and
profits, unless the Company has designated all or a portion of the Distribution
as a capital gain dividend. In such case, such designated portion of the
Distribution will be taxed as long-term capital gain.
<PAGE>
AMENDMENTS AND TERMINATION
The Company reserves the right to renew, extend, or amend any aspect of
the Reinvestment Plan without the consent of stockholders, provided that notice
of the amendment is sent to Participants at least 30 days prior to the effective
date thereof. The Company also reserves the right to terminate the Reinvestment
Plan for any reason, at any time, by ten days prior written notice of
termination to all Participants.
REDEMPTION OF SHARES
Prior to such time, if any, as Listing occurs, any stockholder who has
held Shares for not less than one year (other than the Advisor) may present all
or any portion equal to at least 25% of such Shares to the Company for
redemption at any time, in accordance with the procedures outlined herein. At
such time, the Company may, at its sole option, redeem such Shares presented for
redemption for cash to the extent it has sufficient funds available. There is no
assurance that there will be sufficient funds available for redemption and,
accordingly, a stockholder's Shares may not be redeemed. If the Company elects
to redeem Shares, the following conditions and limitations would apply. The full
amount of the proceeds from the sale of Shares under the Reinvestment Plan (the
"Reinvestment Proceeds") attributable to any calendar quarter will be used to
redeem Shares presented for redemption during such quarter. In addition, the
Company may, at its discretion, use up to $100,000 per calendar quarter of the
proceeds of any public offering of its common stock for redemptions. Any amount
of offering proceeds which is available for redemptions, but which is unused,
may be carried over to the next succeeding calendar quarter for use in addition
to the amount of offering proceeds and Reinvestment Proceeds that would
otherwise be available for redemptions. At no time during a 12-month period,
however, may the number of shares redeemed by the Company exceed 5% of the
number of shares of the Company's outstanding common stock at the beginning of
such 12-month period.
In the event there are insufficient funds to redeem all of the Shares
for which redemption requests have been submitted, the Company plans to redeem
the Shares in the order in which such redemption requests have been received. A
stockholder whose Shares are not redeemed due to insufficient funds can ask that
the request to redeem the Shares be honored at such time, if any, as there are
sufficient funds available for redemption. In such case, the redemption request
will be retained and such Shares will be redeemed before any subsequently
received redemption requests are honored. Alternatively, a stockholder whose
Shares are not redeemed may withdraw his or her redemption request. Stockholders
will not relinquish their Shares, until such time as the Company commits to
redeeming such Shares.
If the full amount of funds available for any given quarter exceeds the
amount necessary for such redemptions, the remaining amount shall be held for
subsequent redemptions unless such amount is sufficient to acquire an additional
Property (directly or through a Joint Venture) or to invest in additional
Mortgage Loans, or is used to repay outstanding indebtedness. In that event, the
Company may use all or a portion of such amount to acquire one or more
additional Properties, to invest in one or more additional Mortgage Loans or to
repay such outstanding indebtedness, provided that the Company (or, if
applicable, the Joint Venture) enters into a binding contract to purchase such
Property or Properties or invests in such Mortgage Loan or Mortgage Loans, or
uses such amount to repay outstanding indebtedness, prior to payment of the next
Distribution and the Company's receipt of requests for redemption of Shares.
A stockholder who wishes to have his or her Shares redeemed must mail
or deliver a written request on a form provided by the Company and executed by
the stockholder, its trustee or authorized agent, to the redemption agent (the
"Redemption Agent"), which is currently MMS Securities, Inc. The Redemption
Agent at all times will be registered as a broker-dealer with the Commission and
each state securities commission. Within 30 days following the Redemption
Agent's receipt of the stockholder's request, the Redemption Agent will forward
to such stockholder the documents necessary to effect the redemption, including
any signature guarantee the Company or the Redemption Agent may require. The
Redemption Agent will effect such redemption for the calendar quarter provided
that it receives the properly completed redemption documents relating to the
Shares to be redeemed from the stockholder at least one calendar month prior to
the last day of the current calendar quarter and has sufficient funds available
to redeem such Shares. The effective date of any redemption will be the last
date during a quarter during which the Redemption Agent receives the properly
completed redemption documents. As a result, the Company anticipates that,
assuming sufficient funds for redemption, the effective date of redemptions will
be no later than thirty days after the quarterly determination of the
availability of funds for redemption.
Upon the Redemption Agent's receipt of notice for redemption of Shares,
the redemption price will be on such terms as the Company shall determine. The
redemption price for Shares redeemed during an offering would equal the then
current offering price, which the Company anticipates will continue to be $10.00
per Share, until such time, if any, as Listing occurs, less a discount of 8.0%,
for a net redemption price of $9.20 per Share. The net redemption price
approximates the per Share net proceeds received by the Company in the offering,
after deducting Selling Commissions of 7.5% and a 0.5% marketing support and due
diligence fee payable to the Managing Dealer and certain Soliciting Dealers in
such offering.
It is not anticipated that there will be a market for the Shares before
Listing occurs (although liquidity is not assured thereby). Accordingly, during
periods when the Company is not engaged in an offering, it is expected that the
purchase price for Shares purchased from stockholders will be determined by
reference to the following factors, as well as any others deemed relevant or
appropriate by the Company: (i) the price at which Shares have been purchased by
stockholders, either pursuant to the Reinvestment Plan or outside of the
Reinvestment Plan (to the extent the Company has information regarding the
prices paid for Shares purchased outside the Reinvestment Plan), (ii) the annual
statement of Share valuation provided to certain stockholders (see "Reports to
Stockholders"), and (iii) the price at which stockholders are willing to sell
their Shares. Shares purchased during any particular period of time therefore
may be purchased at varying prices. The Board of Directors will announce any
price adjustment and the time period of its effectiveness as part of its regular
communications with stockholders. Any Shares acquired pursuant to a redemption
will be retired and no longer available for issuance by the Company.
A stockholder may present fewer than all of his or her Shares to the
Company for redemption, provided, however, that (i) the minimum number of Shares
which must be presented for redemption shall be at least 25% of his or her
Shares, and (ii) if such stockholder retains any Shares, he or she must retain
at least 250 Shares (100 Shares for an IRA, Keogh Plan or pension plan).
The Directors, in their sole discretion, may amend or suspend the
redemption plan at any time they determine that such amendment or suspension is
in the best interest of the Company. The Directors may suspend the redemption of
Shares if (i) they determine, in their sole discretion, that such redemption
impairs the capital or the operations of the Company; (ii) they determine, in
their sole discretion, that an emergency makes such redemption not reasonably
practical; (iii) any governmental or regulatory agency with jurisdiction over
the Company so demands for the protection of the stockholders; (iv) they
determine, in their sole discretion, that such redemption would be unlawful; (v)
they determine, in their sole discretion, that such redemption, when considered
with all other redemptions, sales, assignments, transfers and exchanges of
Shares in the Company, could cause direct or indirect ownership of Shares of the
Company to become concentrated to an extent which would prevent the Company from
qualifying as a REIT under the Code; or (vi) the Directors, in their sole
discretion, deem such suspension to be in the best interest of the Company. For
a discussion of the tax treatment of such redemptions, see "Federal Income Tax
Considerations -- Taxation of Stockholders." The redemption plan will terminate,
and the Company no longer shall accept Shares for redemption, if and when
Listing occurs. See "Risk Factors -- Offering-Related Risks -- The sale of
shares by stockholders could be difficult."
BUSINESS
GENERAL
The Company is a Maryland corporation that was organized on December
22, 1997. On December 2, 1999, the Company formed CNL Retirement Partners, LP, a
Delaware limited partnership ("Retirement Partners"). CNL Retirement GP Corp.
and CNL Retirement LP Corp. are wholly owned subsidiaries of the Company and are
the general and limited partner, respectively, of Retirement Partners.
Properties acquired are expected to be held by Retirement Partners and, as a
result, owned by the Company through Retirement Partners. The term "Company"
includes CNL Retirement Properties, Inc. and its subsidiaries, CNL Retirement GP
Corp., CNL Retirement LP Corp. and CNL Retirement Partners, LP.
The Company has been formed primarily to acquire Properties related to
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 Properties will be leased
on a long-term (generally, 10 to 20 years, plus renewal options for an
additional 10 to 20 years), "triple-net" basis to operators of Health Care
Facilities. "Triple-net" means that the tenant generally will be responsible for
repairs, maintenance, property taxes, utilities, and insurance. The Properties
may consist of land and building, the land underlying the building with the
building owned by the tenant or a third party, or the building only with the
land owned by a third party. The Company may provide Mortgage Loans to operators
of Health Care Facilities secured by real estate owned by the operators. To a
lesser extent, the Company may also offer Secured Equipment Leases to operators
of Health Care Facilities pursuant to which the Company will finance, through
loans or direct financing leases, the Equipment.
The Properties, which typically will be freestanding and will be
located across the United States, will be leased to operators of Health Care
Facilities to be selected by the Advisor and approved by the Board of Directors.
Each Property acquisition and Mortgage Loan will be submitted to the Board of
Directors for approval. The Company has not specified any percentage of Net
Offering Proceeds to be invested in any particular type of Health Care Facility.
It is anticipated that the Health Care Facilities will be leased to selected
national and regional operators. Properties purchased by the Company are
expected to be leased under arrangements generally requiring base annual rent
equal to a specified percentage of the Company's cost of purchasing a particular
Property with (i) automatic fixed increases in base rent or (ii) increases in
the base rent based on increases in consumer price indices, over the term of the
lease. See "-- Description of Property Leases -- Computation of Lease Payments,"
below.
The Company believes that demographic trends are significant when
looking at the potential for future growth in the health care industry. For
1999, the Administration on Aging found there were over 34.4 million Americans
over the age of 65, representing approximately 13% of the U.S population or
about one in eight Americans. According to statistics cited from Age Power: How
the 21st Century Will Be Ruled by the New Old, by Ken Dychtwald, Ph.D., today's
baby boomers (those born between 1946 and 1964) will begin reaching age 65 as
early as 2011. Baby boomers will grow in number to 60 million "elder boomers"
and will be a large percentage of the approximately 75 million seniors by the
year 2035. According to data released from the U.S. Bureau of Census in January
2000, the elderly population is projected to more than double between now and
the year 2050, to 80 million. As illustrated below, most of this growth is
expected to occur between 2010 and 2030 when the number of elderly is projected
to grow by an average of 2.8% annually.
<TABLE>
<CAPTION>
<S> <C>
Elderly Population Estimates
Date Over 85 Population (000) Over 65 Population (000)
----------------- --------------------------- ---------------------------
July 1, 1998 4,054 34,401
July 1, 2000 4,312 34,835
July 1, 2005 4,968 36,370
July 1, 2010 5,786 39,715
July 1, 2015 6,396 45,959
July 1, 2020 6,763 53,733
July 1, 2025 7,441 62,641
July 1, 2030 8,931 70,319
July 1, 2035 11,486 74,774
July 1, 2040 14,284 77,177
July 1, 2045 17,220 79,142
July 1, 2050 19,352 81,999
Source: U.S. Bureau of Census
</TABLE>
Those 85 and over are the most rapidly growing elderly age group.
Between 1960 and 1994, this group grew 274%. During this same period of time,
the entire population of the United States grew 45%. In addition to the growth
in the number of elderly people, life expectancies are increasing. According to
the Administration on Aging 1999 Profile of Older Americans, individuals
reaching age 65 in 1997 had an average life expectancy of an additional 17.6
years.
<PAGE>
Life Expectancy Trends
at Age 65 (in years)
Year Male Female
------------ ------- ----------
1965 12.9 16.3
1980 14.0 18.4
1985 14.4 18.6
1990 15.0 19.0
1991 15.1 19.1
1992 15.2 19.2
1993 15.1 19.0
1994 15.3 19.0
1995 15.3 19.0
1996* 15.8 19.1
1997* 15.6 19.2
1998** 15.7 19.2
1999** 15.7 19.3
* preliminary data
** estimated
Source: Social Security Administration Office of Programs: Data from
the Office of the Actuary
Based on information from the Economic and Statistic Administration of
the U.S. Department of Commerce, management believes that all of these trends
suggest that as more people live to the oldest ages, there may also be more who
face chronic, limiting illnesses or conditions. These conditions result in
people becoming dependent on others for help in performing the activities of
daily living. According to the Health Care Financing Administration, nearly one
quarter of all seniors over age 65 have health problems severe enough to limit
their ability to perform one or more activities of daily living. The U.S.
General Accounting Office anticipates that the number of older people needing
assistance with activities of daily living will increase to 14 million by 2020,
from 7 million in 1994.
Percent of Persons Needing Assistance with
Activities of Daily Living (ADLs)
Years of Age Percentage
------------------ --------------
65-69 9%
70-74 11%
75-79 20%
80-84 31%
85+ 50%
Source: U.S. Bureau of Census, 1991 data
In addition to an aging population, according to 1997 data from the
U.S. Department of Commerce, a significant segment of the elderly population has
the financial resources to afford seniors' housing facilities, with people age
55 to 64 making a mean household income of $58,000 per year. The mean household
income for those age 65 and over is more than $33,000 per year. In addition,
according to June 30, 1999 data from the U.S. Bureau of Census, the average
household wealth for those age 65 and over exceeds the national average for all
age groups by 54%, and 27% of those households have an annual income in excess
of $50,000. According to statistics cited from Age Power: How the 21st Century
Will Be Ruled by the New Old, men and women now in their 50s and older control
80% of all the money in U.S. savings-and-loan institutions and represent $66 of
every $100 invested in the stock market. Individuals age 50 and over currently
earn approximately $2 trillion in annual income, control more than $7 trillion
in wealth and own 77% of the financial assets in America.
<PAGE>
America's seniors are also preparing for their future health care
needs. They currently purchase more than 90% of long-term care insurance,
representing $800 million in premiums, a figure growing 23% each year. American
families are also exploring current and future health care needs. An estimated
22 million households are involved in elder care, a number that has tripled over
the past decade and is expected to double in the next two decades. According to
an April 2000 Newsweek article, more than 62% of today's baby boomers are
concerned about care for an aging parent or relative.
More than 70% of working-age Americans believe a comfortable retirement
is a fundamental part of the American dream, according to Age Power: How the
21st Century Will Be Ruled by the New Old. To adequately prepare for future
retirement needs, it is estimated that the baby boom generation will need to
have saved at least $1 million per household to maintain their standard of
living.
Management believes that other changes and trends in the health care
industry will create opportunities for growth of seniors' housing facilities,
including (i) the growth of operators serving specific health care niches, (ii)
the consolidation of providers and facilities through mergers, integration of
physician practices, and elimination of duplicative services, (iii) the
pressures to reduce the cost of providing quality health care, (iv) more
dual-income and single-parent households leaving fewer family members available
for in-home care of aging parents and necessitating more senior care facilities,
and (v) an anticipated increase in the number of insurance companies and health
care networks offering privately funded long-term care insurance.
According to the Health Care Financing Administration and the National
Health Statistics Group, the health care industry represents over 13.5% of the
United States' gross domestic product ("GDP") with at least $1.092 trillion in
annual expenditures. The U.S. Department of Health and Human Services expects
this figure to rise to over 23.6% of the GDP by 2008, with $2.18 trillion in
annual expenditures. According to the U.S. Bureau of Census, U.S. health care
construction expenditures are estimated to be $17.4 billion per year and
growing. With regard to housing for seniors, there are three major contributors
to growth and the attraction of capital, according to the National Investment
Conference for the Senior Living and Long Term Care Industries in 1996. They are
(i) demographics, (ii) the limited supply of new product, and (iii) the
investment community's increased understanding of the industry. The Company
believes the growth in demand and facilities will continue at least 50 years due
to the favorable demographics, the increase in public awareness of the industry,
the preference of seniors for obtaining care in non-institutional settings and
the cost savings realized in a non-institutional environment.
Estimate of Effective Demand for Seniors' Housing Categories
Elderly Population with Income Over $25,000
Thousands of Beds
Base Independent Living Assisted Living Skilled Nursing
------------ --------------------- ------------------ ------------------
1996 826 427 524
2000 849 457 567
2005 887 492 619
2010 963 537 681
2015 1,108 597 752
2020 1,292 671 834
2025 1,507 778 957
2030 1,694 903 1,120
Source: Price Waterhouse, LLP for the National Investment Conference for the
Senior Living and Long Term Care Industries, October 1996
<PAGE>
INVESTMENT OF OFFERINGS PROCEEDS
The Company intends to capitalize on the growing real estate needs in
the seniors' housing and health care industries primarily by acquiring
Properties and leasing them to health care operators on a long-term (generally,
10 to 20 years, plus renewal options for an additional 10 to 20 years),
"triple-net" basis. The Properties that the Company will acquire and lease are
expected to include one or more of the following types:
o Seniors' Housing, Which Includes Congregate Living and Assisted Living
Facilities. Congregate living communities offer a lifestyle choice,
including residential accommodations with access to services, such as
housekeeping, transportation, dining and social activities, for those
who wish to maintain their lifestyles independently. The fastest
growing segment of the seniors' housing industry is assisted living.
While skilled nursing facilities focus on more intensive care, assisted
living facilities provide housing for seniors that need assistance with
activities of daily living, such as grooming, dressing, bathing, and
eating. Assisted living facilities provide accommodations with limited
health care available when needed but do not have an institutional
feel. Certain assisted living facilities are also now specializing in
meeting the needs of Alzheimer's and dementia patients prior to the
time that their condition warrants a nursing home setting or, in some
instances, in competition with what would otherwise be provided in a
nursing home setting. According to the U.S. Department of Health and
Human Services, at least 15%, and possibly as much as 70%, of the
patients in nursing homes could more appropriately be cared for in a
less institutional and more cost effective setting. In addition,
seniors' housing facilities include continuing care retirement
communities and life care communities which provide a full range of
long-term care services in one location, such as congregate living,
assisted living and skilled nursing facilities and home health care.
o Medical Office Buildings. Medical office buildings, including doctors'
offices, special purpose facilities, such as diagnostic, cancer
treatment and outpatient centers, and walk-in clinics also provide
investment opportunities as more small physician practices consolidate
to save on the increasing costs of private practice and single purpose
medical facilities become more common.
o Skilled Nursing Facilities. Skilled nursing facilities provide
extensive skilled nursing and other long-term care services to patients
that may require full time medical observation, medication monitoring,
ventilation and intravenous therapies, sub-acute care, and
Alzheimer's/dementia care. Throughout much of the United States, the
supply of new skilled nursing facilities is limited by complex
Certificate of Need Laws or similar state licensing regulations, as a
result of the National Health Planning and Resources Development Act of
1974, which require nursing home providers to obtain prior approval
from regulators before undertaking any major new construction or
renovation projects. As a result, the supply of skilled nursing
facilities is growing very slowly. Demand for skilled nursing
facilities is coming from a rapidly growing population over 75 years of
age and the shift of sub-acute patients to lower cost formats for
treatment. Some states have eliminated Certificate of Need Laws
allowing the market to address the issue of supply and demand. If
trends such as this continue, it is probable that new skilled nursing
facilities will be constructed to meet the demand, thereby providing
potential development and investment opportunities for the Company.
<TABLE>
<CAPTION>
<S> <C>
Continuum of long-term care facilities*
Retirement/Congregate
Living Assisted Living Skilled Nursing Facility Acute Care Hospitals
--------------------------- --------------------------- -------------------------- ---------------------------
Informal concierge, 24-hour supervision, 24-hour medical care and Short-term acute medical
emergency call system, personal assistance as protective oversight, care
housekeeping & needed, emergency medication management,
main-tenance, some group response system, social emergency response
activities, food service activities, housekeeping system, 3 meals per day,
and transportation and maintenance, 3 meals assistance with ADLs
per day, transportation,
assistance with
medication and shopping
</TABLE>
* Interspersed throughout the continuum are visits to physicians offices,
physical therapy, occupational therapy, and other short-term necessary
health care services.
Legg Mason Wood Walker, Inc. in its industry analysis, Health Facility
REITs Substantial Growth Ahead (December 15, 1997), estimates the value of
health care facilities in the United States to be $584 billion. Management
believes, based on historical costs of property owned by publicly traded health
care REITs, only a small portion of health care facilities in the United States
are owned by REITs. Management believes that this fact, coupled with the health
care industry trends previously discussed, provides a significant investment
opportunity for the Company. Demographic trends may vary depending on the
properties and regions selected for investment. The success of the future
operations of the Company's Properties will depend largely on each operator's
ability to adapt to dominant trends in the health care and seniors' housing
industry in each specific region, including, among others, greater competitive
pressures, increased consolidation and changing demographics. There can be no
assurance that the operators of the Company's Properties will be able to adapt
to such trends.
Management intends to structure the Company's leases to require the
tenant to pay base annual rent with (i) automatic fixed increases in the base
rent or (ii) increases in the base rent based on increases in consumer price
indices over the term of the lease. In an effort to provide regular cash flow to
the Company, the Company intends generally to structure its leases to provide a
minimum level of rent, with automatic increases in the minimum rent, which is
payable regardless of the amount of gross revenues at a particular Property. The
Company also will endeavor to maximize growth and minimize risks associated with
ownership and leasing of real estate that operates in this industry segment
through careful selection and screening of its tenants (as described in "--
Standards for Investment in Properties" below) in order to reduce risks of
default, monitoring statistics relating to operators of Health Care Facilities
and continuing to develop relationships in the industry in order to reduce
certain risks associated with investment in real estate. See "-- Standards for
Investment in Properties" below for a description of the standards which the
Board of Directors will employ in selecting operators and particular Properties
for investment.
Management expects to acquire Properties in part with a view to
diversification among facility type and in the geographic location of the
Properties. There are no restrictions on the types of Health Care Facilities in
which the Company may invest. In addition, there are no restrictions on the
geographic area or areas within the United States in which Properties acquired
by the Company may be located. It is anticipated that the Properties acquired by
the Company will be located in various states and regions within the United
States.
The Company may also provide Mortgage Loans to operators of Health Care
Facilities, or their affiliates, to enable them to acquire the land, land and
buildings or buildings. The Mortgage Loans will be secured by property owned by
the borrower. The Company expects that the interest rate and terms (generally,
10 to 20 years) of the Mortgage Loans will be similar to those of its leases.
To a lesser extent, the Company may also offer Secured Equipment Leases
to operators of Health Care Facilities. The Secured Equipment Leases will
consist primarily of leases of, and loans for the purchase of, Equipment. As of
the date of this Prospectus, the Company has neither identified any prospective
operators that will participate in such financing arrangements nor negotiated
any specific terms of a Secured Equipment Lease. The Company cannot predict
terms and conditions of the Secured Equipment Leases, although the Company
expects that the Secured Equipment Leases will (i) have terms that equal or
exceed the useful life of the subject Equipment (although such terms will not
exceed 7 years), (ii) in the case of the leases, include an option for the
lessee to acquire the subject Equipment at the end of the lease term for a
nominal fee, (iii) include a stated interest rate, and (iv) in the case of the
leases, provide that the Company and the lessees will each treat the Secured
Equipment Leases as loans secured by personal property for federal income tax
purposes. See "Federal Income Tax Considerations -- Characterization of Secured
Equipment Leases." In addition, the Company expects that each of the Secured
Equipment Leases will be secured by the Equipment to which it relates. Payments
received from lessees under Secured Equipment Leases will be treated as payments
of principal and interest. All Secured Equipment Leases will be negotiated by
the Advisor and approved by the Board of Directors including a majority of the
Independent Directors.
The Company will borrow money to acquire Properties, Mortgage Loans and
Secured Equipment Leases (collectively, the "Assets") and to pay certain fees.
The Company intends to encumber Assets in connection with the borrowing. The
Company plans to obtain one or more revolving Lines of Credit in an aggregate
amount up to $45,000,000, and may, in addition, obtain Permanent Financing. On
April 20, 2000, we entered into an initial $25,000,000 revolving line of credit
to be used to acquire or construct health care Properties. See " -- Borrowing"
for a description of the $25,000,000 line of credit. The Line of Credit may be
increased at the discretion of the Board of Directors. The Board of Directors
anticipates that the aggregate amount of any Permanent Financing, if obtained,
shall not exceed 30% of the Company's total assets. In any event, the Company's
total borrowings will be limited to 300% of Net Assets. The Permanent Financing
would be used to acquire Assets, and pay a fee of 4.5% of any Permanent
Financing, excluding amounts to fund Secured Equipment Leases, as Acquisition
Fees, to the Advisor for identifying the Properties, structuring the terms of
the acquisition and leases of the Properties and structuring the terms of the
Mortgage Loans. The Line of Credit may be repaid with offering proceeds,
proceeds from the sale of assets, working capital or Permanent Financing. The
Line of Credit and Permanent Financing are the only source of funds for making
Secured Equipment Leases and for paying the Secured Equipment Lease Servicing
Fee to the Advisor. The Company has not yet received a commitment for any
Permanent Financing and there is no assurance that the Company will obtain any
Permanent Financing on satisfactory terms.
As of August 3, 2000, the Company had acquired one assisted living
Property. However, as of August 3, 2000, the Company had not entered into any
arrangements that create a reasonable probability that the Company will enter
into any Mortgage Loan or Secured Equipment Lease.
The Company has undertaken to supplement this Prospectus during the
offering period to disclose the acquisition of Properties at such time as the
Company believes that a reasonable probability exists that any such Property
will be acquired by the Company. Based upon the experience and acquisition
methods of the Affiliates of the Company and the Advisor, this normally will
occur, with regard to acquisition of Properties, as of the date on which (i) a
commitment letter is executed by a proposed lessee, (ii) a satisfactory credit
underwriting for the proposed lessee has been completed, (iii) a satisfactory
site inspection has been completed and (iv) a nonrefundable deposit has been
paid on the Property. However, the initial disclosure of any proposed
acquisition cannot be relied upon as an assurance that the Company ultimately
will consummate such proposed acquisition or that the information provided
concerning the proposed acquisition will not change between the date of such
supplement and the actual purchase or extension of financing. The terms of any
borrowing by the Company will also be disclosed by supplement following receipt
by the Company of an acceptable commitment letter from a potential lender.
Acquisition of a Property for a Health Care Facility generally involves
an investment in land and building ranging from approximately $1,000,000 to
$30,000,000, although higher or lower amounts for individual Properties are
possible. In light of current market conditions, if the maximum number of Shares
is sold in this offering, the Company could invest in approximately four to 126
Properties depending on the types of Properties, and assuming an average
purchase price of $10,000,000 per Property, the Company would acquire or finance
a total of approximately 12 Properties with the proceeds of this offering. In
certain cases, the Company may become a co-venturer in a Joint Venture that will
own the Property. In each such case, the Company's cost to purchase an interest
in such Property will be less than the total purchase price and the Company
therefore will be able to acquire interests in a greater number of Properties.
In addition, the Board of Directors may determine to engage in future offerings
of common stock, the proceeds of which could be used to acquire additional
Properties or make Mortgage Loans. The Company may also borrow to acquire
Properties. See " -- Borrowing." Management estimates that 15% to 25% of the
Company's investment will be for the cost of land and 75% to 85% for the cost of
buildings. See "-- Joint Venture Arrangements" below and "Risk Factors -- Real
Estate and Other Investment Risks -- Possible lack of diversification increases
the risk of investment." Management cannot estimate the number of Mortgage Loans
that may be entered into. The Company may also borrow money to make Mortgage
Loans.
Although management cannot estimate the number of Secured Equipment
Leases that may be entered into, it expects to fund the Secured Equipment Lease
program from the proceeds of the Line of Credit or Permanent Financing in an
amount not to exceed 10% of Gross Proceeds. Management has undertaken,
consistent with its objective of qualifying as a REIT for federal income tax
purposes, to ensure that the total value of all Secured Equipment Leases will
not exceed 25% of the Company's total assets, and that Secured Equipment Leases
to a single lessee, in the aggregate, will not exceed 5% of total assets.
PROPERTY ACQUISITIONS
Brighton Gardens(R) by Marriott(R) located in Orland Park, Illinois. On
April 20, 2000, the Company acquired a Brighton Gardens assisted living Property
located in Orland Park, Illinois (the "Orland Park Property") for $13,848,900
from Marriott Senior Living Services, Inc. The Company, as lessor, has entered
into a long-term lease agreement relating to this Property. The general terms of
the lease agreement are described in " -- Description of Property Leases." The
principal features of the lease are as follows:
o The initial term of the lease expires on April 24, 2015.
o At the end of the initial lease term, the tenant will have four
consecutive renewal options of five years each.
o The lease requires minimum rent payments of $1,350,268 per year for the
first and second lease years and $1,384,890 for each lease year
thereafter.
o In addition to minimum rent, the lease requires percentage rent equal
to seven percent of gross revenues in excess of the "Baseline Gross
Revenues." The Baseline Gross Revenues will be established when the
facility achieves average occupancy of 93% for four consecutive
quarters.
o A security deposit equal to $553,956 has been retained by the Company
as security for the tenant's obligations under the lease.
o The tenant has established a reserve fund which will be used for the
replacement and renewal of furniture, fixtures and equipment relating
to the assisted living Property (the "FF&E Reserve"). Deposits to the
FF&E Reserve are made every four weeks as follows: 1% of gross receipts
for the first through fourth lease year; 2% of gross receipts for the
fifth through eighth lease year; and 3% of gross receipts every lease
year thereafter.
o Marriott International, Inc. has, with certain limitations, guaranteed
the tenant's obligation to pay minimum rent under the lease. The
guarantee terminates on the earlier of the end of the fifth lease year
or at such time as the net operating income from the Property exceeds
minimum rent due under the lease by 25% for any trailing 12-month
period. The maximum amount of the guarantee is $2,769,780.
The estimated federal income tax basis of the depreciable portion of
the Orland Park Property is approximately $12.5 million.
The Orland Park Property, which opened in October 1999, is a newly
constructed Brighton Gardens by Marriott located in Orland Park, Illinois. The
Orland Park Property includes 82 assisted living units and 24 special care units
for residents with Alzheimer's and related memory disorders. The facility
provides assistance with daily living activities such as bathing, dressing and
medication reminders. Special amenities include a common activities room and
common dining room, a private dining area, library and garden. The assisted
living community, which is located southwest of Chicago, is approximately six
miles from two medical facilities, Palos Community Hospital and Oak Forest
Community Hospital, and less than two miles from the Orland Square Shopping
Center. According to a report published by Project Market Decision and Claritas,
a research and data collection firm, the greater Chicago area is the third
largest seniors market in the country with more than 263,800 seniors age 75 and
older. The number of seniors in the ten-mile area surrounding the Property is
expected to grow by 11% between 1999 and 2004. Other senior living facilities
located in proximity to the Orland Park Property include Victorian Village,
Sunrise of Palos Park, Peace Memorial Village and Arden Courts of Manor Drive.
The average occupancy rate and the revenue per available unit for the period the
assisted living facility has been operational are as follows:
Orland Park Property
-----------------------------------
Average Revenue
Occupancy per Available
Year Rate Unit
---- ---- ----
*1999 23.30% $118.11
**2000 41.40% $114.30
* Data for the Orland Park Property represents the period October 11, 1999
through December 31, 1999.
** Data for 2000 represents the period January 1, 2000 through June 16, 2000.
The Company believes that the results achieved by the Property for 1999
and year-to-date 2000 are not indicative of its long-term operating potential,
as the Property had been open for less than twelve months during the reporting
period.
Marriott Brands. Brighton Gardens by Marriott is a quality-tier
assisted living concept which generally has 90 assisted living suites, and in
certain locations, 30 to 45 nursing beds in a community. In some communities,
separate on-site centers also provide specialized care for residents with
Alzheimer's or other memory-related disorders. According to Marriott
International, Inc.'s 1999 Form 10-K, Marriott Senior Living Services, Inc.,
which is a wholly owned subsidiary of Marriott International, Inc., operates 99
assisted senior living communities principally under the names "Brighton Gardens
by Marriott," "Village Oaks," and "Marriott MapleRidge," and 45 independent
living communities. Marriott Senior Living Services, Inc. is one of the largest
participants in the seniors' housing industry with $559 million in sales for
1999. The communities are designed in a comfortable, home-like setting and
provide residents with a sense of community through a variety of activities,
restaurant-style dining, on-site security, weekly housekeeping and scheduled
transportation. The communities are distinguished by an innovative wellness
program that enables residents to remain as independent as possible for as long
as possible, while providing a personally tailored program of services and care.
Marriott Senior Living Services, Inc. has provided seniors with excellent
service and quality care since 1984. In 1999, the American Seniors Housing
Association, a seniors housing trade association, ranked Marriott Seniors Living
Services, Inc. as the nation's second largest manager of senior housing.
SITE SELECTION AND ACQUISITION OF PROPERTIES
General. It is anticipated that the operators of Health Care Facilities
selected by the Advisor, and as approved by the Board of Directors, will have
personnel engaged in site selection and evaluation. In addition, due to rapid
expansion, some operators may outsource their site selection process to
consultants or developers for review or may rely on third party analyses. The
operators of Health Care Facilities and other parties generally conduct studies
which typically include such factors as population trends, hospital or other
medical facilities development, residential development, per capita or household
median income, per capita or household median age, and other factors. The
operators of the Health Care Facilities are expected to make their site
evaluations and analyses available to the Company.
The Board of Directors, on behalf of the Company, will elect to
purchase and lease Properties based principally on an examination and evaluation
by the Advisor of the potential value of the site, the financial condition and
business history of the proposed tenant, the demographics of the area in which
the property is located or to be located, the proposed purchase price and
proposed lease terms, geographic and market diversification, and potential
revenues expected to be generated by the business located on the property. The
Advisor also will perform an independent break-even analysis of the potential
profitability of a property using historical data and other data developed by
the Company and provided by the operator.
The Board of Directors will exercise its own judgment as to, and will
be solely responsible for, the ultimate selection of both tenants and
Properties. Therefore, some of the properties proposed and approved by an
operator may not be purchased by the Company.
In each Property acquisition, it is anticipated that the Advisor will
negotiate the lease agreement with the tenant. In certain instances, the Advisor
may negotiate an assignment of an existing lease, in which case the terms of the
lease may vary substantially from the Company's standard lease terms, if the
Board of Directors, based on the recommendation of the Advisor, determines that
the terms of an acquisition and lease of a Property, taken as a whole, are
favorable to the Company. It is expected that the structure of the long-term,
"triple-net" lease agreements, which generally provide for monthly rental
payments with automatic fixed increases in base rent at specified times during
the lease terms or increases in the base rent based on increases in consumer
price indices over the term of the leases, will increase the value of the
Properties and provide an inflation hedge. See " -- Description of Property
Leases" below for a discussion of the anticipated terms of the Company's leases.
Generally, in connection with a Property acquisition, in the event the tenant
does not enter into a Secured Equipment Lease with the Company, the tenant will
provide at its own expense all Equipment necessary to operate the Company's
Property as a Health Care Facility. Generally, a tenant either pays cash or
obtains a loan from a third party to purchase such items. If the tenant obtains
such a loan, the tenant will own this personal property subject to the tenant's
obligations under its loan. In the experience of the Affiliates of the Company
and the Advisor, there may be rare circumstances in which a tenant defaults
under such a loan, in which event the lender may attempt to remove the personal
property from the building, resulting in the Property becoming inoperable until
new Equipment can be purchased and installed. In order to prevent repossession
of this personal property by the lender, and only on an interim basis in order
to preserve the value of a Property, the Company may elect (but only to the
extent consistent with the Company's objective of qualifying as a REIT) to use
Company reserves to purchase this personal property from the lender, generally
at a discount for the remaining unpaid balance under the tenant's loan. The
Company then would expect, consistent with the Company's objective of qualifying
as a REIT, to resell the personal property to a new tenant in connection with
the transfer of the lease to that tenant.
<PAGE>
Some lease agreements will be negotiated to provide the tenant with the
opportunity to purchase the Property under certain conditions, generally either
at a price not less than fair market value (determined by appraisal or
otherwise) or through a right of first refusal to purchase the Property. In
either case, the lease agreements will provide that the tenant may exercise
these rights only to the extent consistent with the Company's objective of
qualifying as a REIT. See "-- Sale of Properties, Mortgage Loans and Secured
Equipment Leases" below and "Federal Income Tax Considerations --
Characterization of Property Leases."
The purchase of each Property will be supported by an appraisal of the
real estate prepared by an independent appraiser. The Advisor, however, will
rely on its own independent analysis and not on such appraisals in determining
whether or not to recommend that the Company acquire a particular property. The
purchase price of each such Property, plus any Acquisition Fees paid by the
Company in connection with such purchase, will not exceed the Property's
appraised value. (In connection with the acquisition of a Property that has
recently been or is to be constructed or renovated, the comparison of the
purchase price and the appraised value of such Property ordinarily will be based
on the "stabilized value" of such Property.) The stabilized value is the value
at the point which the Property has reached its level of competitiveness at
which it is expected to operate over the long term. It should be noted that
appraisals are estimates of value and should not be relied upon as measures of
true worth or realizable value. Each appraisal will be maintained in the
Company's records for at least five years and will be available for inspection
and duplication by any stockholder.
The titles to Properties purchased by the Company will be insured by
appropriate title insurance policies and/or abstract opinions consistent with
normal practices in the jurisdictions in which the Properties are located.
Construction and Renovation. In some cases, construction or renovation
will be required after the purchase contract has been entered into, but before
the total purchase price has been paid. In connection with the acquisition of
Properties that are to be constructed or renovated and as to which the Company
will own both the land and the building or building only, the Company generally
will advance funds for construction or renovation costs, as they are incurred,
pursuant to a development agreement with the developer. The developer may be the
tenant or an Affiliate of the Company. An Affiliate may serve as a developer and
enter into the development agreement with the Company if the transaction is
approved by a majority of the Directors, including a majority of the Independent
Directors. The Company believes that the ability to have an Affiliate capable of
serving as the developer provides the Company an advantage by enhancing its
relationship with key tenants and by giving it access to tenant opportunities at
an earlier stage of the development cycle. As a result, the Company believes it
will have a greater number of opportunities for investment presented to it than
it might otherwise have and it will be able to obtain better terms by
negotiating the terms of its investment at an earlier stage in the development
cycle when there are fewer competitive alternatives available to the tenant.
The developer will enter into all construction contracts and will
arrange for and coordinate all aspects of the construction or renovation of the
property improvements. The developer will be responsible for the construction or
renovation of the building improvements, although it may employ co-developers or
sub-agents in fulfilling its responsibilities under the development agreement.
All general contractors performing work in connection with such building
improvements must provide a payment and performance bond or other satisfactory
form of guarantee of performance. All construction and renovation will be
performed or supervised by persons or entities acceptable to the Advisor. The
Company will be obligated, as construction or renovation costs are incurred, to
make the remaining payments due as part of the purchase price for the
Properties, provided that the construction or renovation conforms to definitive
plans, specifications, and costs approved by the Advisor and the Board of
Directors and embodied in the construction contract.
Under the terms of the development agreement, the Company generally
will advance its funds on a monthly basis to meet the construction draw requests
of the developer. The Company, in general, only will advance its funds to meet
the developer's draw requests upon receipt of an inspection report and a
certification of draw requests from an inspecting architect or engineer suitable
to the Company, and the Company may retain a portion of any advance until
satisfactory completion of the project. The certification generally must be
supported by color photographs showing the construction work completed as of the
date of inspection. The total amount of the funds advanced to the developer
(including the purchase price of the land plus closing costs and certain other
costs) generally will not exceed the maximum amount specified in the development
agreement. Such maximum amount will be based on the Company's estimate of the
costs of such construction or renovation.
<PAGE>
In some cases, construction or renovation will be required before the
Company has acquired the Property. In this situation, the Company may have made
a deposit on the Property in cash or by means of a letter of credit. The
renovation or construction may be made by an Affiliate or a third party. The
Company may permit the proposed developer to arrange for a bank or another
lender, including an Affiliate, to provide construction financing to the
developer. In such cases, the lender may seek assurance from the Company that it
has sufficient funds to pay to the developer the full purchase price of the
Property upon completion of the construction or renovation. In the event that
the Company segregates funds as assurance to the lender of its ability to
purchase the Property, the funds will remain the property of the Company, and
the lender will have no rights with respect to such funds upon any default by
the developer under the development agreement or under the loan agreement with
such lender, or if the closing of the purchase of the Property by the Company
does not occur for any reason, unless the transaction is supported by a letter
of credit in favor of the lender.
Under the development agreement, the developer generally will be
obligated to complete the construction or renovation of the building
improvements within a specified period of time from the date of the development
agreement, which generally will be between eight to 12 months. If the
construction or renovation is not completed within that time and the developer
fails to remedy this default within 10 days after notice from the Company, the
Company will have the option to grant the developer additional time to complete
the construction, to take over construction or renovation of the building
improvements, or to terminate the development agreement and require the
developer to purchase the Property at a price equal to the sum of (i) the
Company's purchase price of the land, including all fees, costs and expenses
paid by the Company in connection with its purchase of the land, (ii) all fees,
costs and expenses disbursed by the Company pursuant to the development
agreement for construction of the building improvements, and (iii) the Company's
"construction financing costs." The "construction financing costs" of the
Company is an amount equal to a return, at the annual percentage rate used in
calculating the minimum annual rent under the lease, on all Company payments and
disbursements described in clauses (i) and (ii) above.
The Company also generally will enter into an indemnification and put
agreement (the "Indemnity Agreement") with the developer. The Indemnity
Agreement will provide for certain additional rights to the Company unless
certain conditions are met. In general, these conditions are (i) the developer's
acquisition of all permits, approvals and consents necessary to permit
commencement of construction or renovation of the building improvements within a
specified period of time after the date of the Indemnity Agreement (normally, 60
days), or (ii) the completion of construction or renovation of the building as
evidenced by the issuance of a certificate of occupancy, within a specified
period of time after the date of the Indemnity Agreement. If such conditions are
not met, the Company will have the right to grant the developer additional time
to satisfy the conditions or to require the developer to purchase the Property
from the Company at a purchase price equal to the total amount disbursed by the
Company in connection with the acquisition and construction or renovation of the
Property (including closing costs), plus an amount equal to the return described
in item (iii) of the preceding paragraph. Failure of the developer to purchase
the Property from the Company upon demand by the Company under the circumstances
specified above will entitle the Company to declare the developer in default
under the lease and to declare each guarantor in default under any guarantee of
the developer's obligations to the Company.
In certain situations where construction or renovation is required for
a Property, the Company will pay a negotiated maximum amount upon completion of
construction or renovation rather than providing financing to the developer,
with such amount to be based on the developer's actual costs of such
construction or renovation.
Affiliates of the Company also may provide construction financing to
the developer of a Property. In addition, the Company may purchase from an
Affiliate of the Company a Property that has been constructed or renovated by
the Affiliate. Any fees paid to Affiliates of the Company in connection with the
financing, construction or renovation of a Property acquired by the Company will
be considered Acquisition Fees and will be subject to approval by a majority of
the Board of Directors, including a majority of the Independent Directors, not
otherwise interested in the transaction. See "Management Compensation" and
"Conflicts of Interest -- Certain Conflict Resolution Procedures." Any such fees
will be included in the cost of the Property and, therefore, will be included in
the calculation of base rent.
In all situations where construction or renovation of a Property is
required, the Company also will have the right to review the developer's books,
records, and agreements during and following completion of construction to
verify actual costs.
<PAGE>
Interim Acquisitions. The Advisor and its Affiliates regularly may have
opportunities to acquire properties suitable for the Company as a result of
their relationships with various operators. See " -- Investment of Offering
Proceeds" above. These acquisitions often must be made within a relatively short
period of time, occasionally at a time when the Company may be unable to make
the acquisition. In an effort to address these situations and preserve the
acquisition opportunities of the Company (and other Affiliates of the Advisor),
the Advisor and its Affiliates maintain lines of credit which enable them to
acquire these properties on an interim basis and temporarily own them for the
purpose of facilitating their acquisition by the Company (or other entities with
which the Company is affiliated). At such time as a Property acquired on an
interim basis is determined to be suitable for acquisition by the Company, the
interim owner of the Property will sell its interest in the Property to the
Company at a price equal to the lesser of its cost (which includes carrying
costs and, in instances in which an Affiliate of the Company has provided real
estate brokerage services in connection with the initial purchase of the
Property, indirectly includes fees paid to an Affiliate of the Company) to
purchase such interest in the Property or the Property's appraised value,
provided that a majority of Directors, including a majority of the Independent
Directors, determine that the acquisition is fair and reasonable to the Company.
See "Conflicts of Interest -- Certain Conflict Resolution Procedures."
Appraisals of Properties acquired from such interim owners will be obtained in
all cases.
Acquisition Services. Acquisition services performed by the Advisor may
include, but are not limited to, site selection and/or approval; review and
selection of tenants and negotiation of lease agreements and related documents;
monitoring Property acquisitions; and the processing of all final documents
and/or procedures to complete the acquisition of Properties and the commencement
of tenant occupancy and lease payments.
The Company will pay the Advisor a fee of 4.5% of the Total Proceeds as
Acquisition Fees. See "Management Compensation." The total of all Acquisition
Fees and Acquisition Expenses shall be reasonable and shall not exceed an amount
equal to 6% of the Real Estate Asset Value of a Property, or in the case of a
Mortgage Loan, 6% of the funds advanced, unless a majority of the Board of
Directors, including a majority of the Independent Directors, not otherwise
interested in the transaction approves fees in excess of these limits subject to
a determination that the transaction is commercially competitive, fair and
reasonable to the Company. The total of all Acquisition Fees payable to all
persons or entities will not exceed the compensation customarily charged in
arm's-length transactions by others rendering similar services as an ongoing
activity in the same geographical location and for comparable types of
properties.
The Advisor engages counsel to perform legal services, and such counsel
also may provide legal services to the Company in connection with the
acquisition of Properties. The legal fees payable to such counsel by the Company
will not exceed those generally charged for similar services.
STANDARDS FOR INVESTMENT IN PROPERTIES
Selection of Operators of Health Care Facilities. The selection of
operators of Health Care Facilities by the Advisor, as approved by the Board of
Directors, will be based on a number of factors which may include: an evaluation
of the operations of their health care facilities, the number of health care
facilities operated, the relationship of average revenue per available unit (or
bed) to the average capital cost per unit (or bed) for each health care facility
operated, the relative competitive position among the same types of health care
facilities offering similar services, market penetration, the relative financial
success of the operator in the geographic area in which the Property is located,
overall historical financial performance of the operator, and the management
capability of the operator. The operators of the Health Care Facilities are not
expected to be affiliated with the Advisor, the Company or any Affiliate.
Selection of Properties. In making investments in Properties, the
Advisor will consider relevant real property and financial factors, including
the condition, use, and location of the Property, income-producing capacity, and
the prospects for long-term appreciation. The Company will obtain an independent
appraisal for each Property it purchases. The proper location, design and
amenities are important to the success of a Property.
In selecting specific Properties, the Advisor, as approved by the Board
of Directors, will apply the following minimum standards.
1. Each Property will be in what the Advisor believes is a prime
location for that type of Property.
<PAGE>
2. Base (or minimum) annual rent will provide a specified minimum
return on the Company's cost of purchasing, and if applicable, developing the
Property, and the lease also will generally provide for automatic fixed
increases in base rent at specified times during the lease term or increases in
the base rent based on increases in consumer price indices over the term of the
lease.
3. The initial lease term typically will be at least 10 to 20 years.
4. In general, the Company will not acquire a Property if the Board of
Directors, including a majority of the Independent Directors, determines that
the acquisition would adversely affect the Company in terms of geographic,
property type or chain diversification.
DESCRIPTION OF PROPERTIES
The one assisted living Property owned by the Company as of August 3,
2000, conforms to, and the Advisor expects that any additional Properties
purchased by the Company will conform generally to, the following specifications
of size, cost, and type of land and buildings. The Company anticipates acquiring
Properties related to Health Care Facilities which may include, but will not be
limited to, the following types:
Congregate Living Facilities. Congregate living facilities are
primarily apartment buildings which contain a significant amount of common space
to accommodate dining, recreation, activities and other support services for
senior citizens. These properties range in size from 100 to 500 units, with an
average size of approximately 225 units. Units include studios and one and two
bedrooms ranging in size from 450 square feet to over 1,500 square feet.
Residents generally pay a base rent for their housing, which includes a meal
program. In addition, a menu of other services is provided at an additional
charge. The cost of congregate living facilities generally ranges from
$10,000,000 to $30,000,000.
Assisted Living Facilities. Assisted living facilities provide a
special combination of housing, supportive services, personalized assistance and
health care to their residents in a manner which is designed to respond to
individual needs. These facilities offer a lower-cost alternative to skilled
nursing facilities for those who do not require intensive nursing care. Industry
standards suggest that a person is suitable for an assisted living facility when
he or she needs assistance with three or fewer activities of daily living
("ADLs") on a daily basis. ADLs are activities such as eating, dressing,
walking, bathing, and bathroom use. Assisted living facilities also provide
assistance with instrumental activities of daily living ("IADLs"), such as
shopping, telephone use and money management. The level of care provided by
assisted living facilities has increased in recent years. With an increase in
demand for the lower-cost services they provide, assisted living facilities have
begun to provide care for an increasing number of physical disabilities, certain
non-ambulatory conditions and early stages of specific diseases, such as
Alzheimer's disease, where intensive medical treatment is not required.
Current industry practice generally is to build freestanding assisted
living facilities with an average of between 40 and 100 units, depending on such
factors as market forces, site constraints and program orientation. Current
economics place the size of the private living space of a unit in the range of
300 gross square feet for an efficiency unit to 750 square feet for a large one
bedroom unit. Units are typically private, allowing residents the same general
level of control over their units as residents of a rental apartment would
typically have. Common areas on the most recently developed assisted living
facilities may total as much as 30 to 40 percent of the gross square footage of
a facility. The cost of assisted living facilities generally ranges from
$8,000,000 to $15,000,000.
Skilled Nursing Facilities. In addition to housing, meals,
transportation, housekeeping, ADL and IADL care, skilled nursing facilities
provide comprehensive nursing and long term care to their residents. Skilled
nursing facilities accommodate persons who require varying levels of care. Many
skilled nursing facilities are capable of serving residents with intensive
needs. Some skilled nursing facilities specialize in certain types of disease
care, such as Alzheimer's or Dementia care. The cost of the care provided in
skilled nursing facilities is among the most expensive in the senior care
segment of the health care industry, providing potential for substantial revenue
generation. Based on discussions with executives with senior living/housing
firms and studies performed by health care industry associations, Price
Waterhouse, in a 1996 study it developed for institutional investors, estimated
that the total monthly cost per resident of a skilled nursing facility is
between $2,880 and $4,000. According to a 1997 study developed by NatWest
Securities for certain of its investors, the high demand for beds in skilled
nursing facilities, along with a restricted supply of new beds, has resulted in
high occupancy rates and minimal skilled nursing facility lease and mortgage
default rates.
Skilled nursing facilities are also generally freestanding, but are
typically more institutional in nature, allowing for efficient cleaning and
sterilization. The rooms in skilled nursing facilities are equipped with patient
monitoring devices and emergency call systems. Oxygen systems may also be
present. Both multiple floor and single floor designs are common. Individual
rooms in skilled nursing facilities may be as small as 100 square feet, with
common areas varying greatly in size. Skilled nursing facilities historically
have been located in close proximity to hospitals to facilitate doctors' visits.
Today, the location of these facilities is less important where rotational
visiting systems are in place and where more highly skilled nursing staffs are
responsible for functions that used to be handled by doctors. The cost of
skilled nursing facilities generally ranges from $5,000,000 to $10,000,000.
Continuing Care Retirement Communities. Congregate living facilities
sometimes have assisted living and/or skilled nursing facilities attached or
adjacent to their locations. When this occurs, the projects are often referred
to as continuing care retirement communities or life care communities. The
intent of continuing care retirement communities or life care communities is to
provide a continuum of care to the residents. In other words, as residents age
and their health care needs increase, they can receive the care they need
without having to move away from the "community" which has become their home.
Continuing care retirement communities typically operate on a fee-for-service
basis and the units are rented on a monthly basis to residents, while life care
centers generally charge an entrance fee that is partially refundable and covers
the cost of all of the residents' health care- related services, plus a monthly
maintenance fee. Continuing care retirement communities and life care
communities are the most expensive seniors' housing accommodations today with
prices for each facility generally ranging from $40,000,000 to over
$100,000,000.
Medical Office Buildings. Medical office buildings, including walk-in
clinics, are conventional office buildings with additional plumbing, mechanical
and electrical service amenities, which facilitate physicians and medical
delivery companies in the practice of medicine and delivery of health care
services. These facilities can range in size from 3,000 square feet (walk-in
clinic) up to 100,000 square feet (medical office building), with costs
generally ranging from $1,000,000 to $10,000,000. It is common for medical
office buildings to be located in close proximity to hospitals where physicians
have practice privileges. Walk-in clinics are normally placed in
retail/commercial locations to make accessibility convenient for patients and to
provide medical services in areas which are not close or convenient to hospitals
and larger physician practices.
Either before or after construction or renovation, the Properties to be
acquired by the Company will be one of a Health Care Facility operator's
approved designs. Prior to purchase of all Properties, other than those
purchased prior to completion of construction, the Company will receive a copy
of the certificate of occupancy issued by the local building inspector or other
governmental authority and all other governmental certificates or permits which
permit the use of the Property as a Health Care Facility, and shall receive a
certificate from the operator of the Health Care Facility to the effect that (i)
the Property is operational and in compliance with all required governmental
permits and certificates and (ii) the Property is in compliance with all of the
Health Care Facility operator's requirements, including, but not limited to,
building plans and specifications approved by the operator. The Company also
will receive a certificate of occupancy and all other required governmental
permits or certificates for each Property for which construction has not been
completed at the time of purchase, prior to the Company's payment of the final
installment of the purchase price for the Property.
Generally, Properties to be acquired by the Company will consist of
both land and building, although in a number of cases the Company may acquire
only the land underlying the building with the building owned by the tenant or a
third party, and also may acquire the building only with the land owned by a
third party. In general, the Properties will be freestanding and surrounded by
paved parking areas and landscaping. Although, buildings may be suitable for
conversion to various uses through modifications, some Properties may not be
economically convertible to other uses.
A tenant generally will be required by the lease agreement to make such
capital expenditures as may be reasonably necessary to refurbish buildings,
premises, signs, and equipment and maintain the leasehold in a manner that
allows operation for its intended purpose. These capital expenditures generally
will be paid by the tenant during the term of the lease.
<PAGE>
DESCRIPTION OF PROPERTY LEASES
The terms and conditions of any lease entered into by the Company with
regard to a Property may vary from those described below. The Advisor in all
cases will use its best efforts to obtain terms at least as favorable as those
described below. If the Board of Directors determines, based on the
recommendation of the Advisor, that the terms of an acquisition and lease of a
Property, taken as a whole, are favorable to the Company, the Board of Directors
may, in its sole discretion, cause the Company to enter into leases with terms
which are substantially different than the terms described below, but only to
the extent consistent with the Company's objective of qualifying as a REIT. In
making such determination, the Advisor will consider such factors as the type
and location of the Property, the creditworthiness of the tenant, the purchase
price of the Property, the prior performance of the tenant, and the prior
business experience of management of the Company and the Company's Affiliates
with the operator.
General. In general, the leases are expected to be "triple-net" leases,
which means that the tenants will be required to pay for all repairs,
maintenance, property taxes, utilities, and insurance. The tenants also will be
required to pay for special assessments, sales and use taxes, and the cost of
any renovations permitted under the leases. The Company will be the lessor under
each lease except in certain circumstances in which it may be a party to a Joint
Venture which will own the Property. In those cases, the Joint Venture, rather
than the Company, will be lessor, and all references in this section to the
Company as lessor therefore should be read accordingly. See "-- Joint Venture
Arrangements" below.
Term of Leases. It presently is anticipated that Properties will be
leased for an initial term of 10 to 20 years with up to four, five-year renewal
options. The minimum rental payment under the renewal option generally is
expected to be greater than that due for the final lease year of the initial
term of the lease. Upon termination of the lease, the tenant will surrender
possession of the Property to the Company, together with any improvements made
to the Property during the term of the lease, except that for Properties in
which the Company owns only the building and not the underlying land, the owner
of the land may assume ownership of the building.
Computation of Lease Payments. During the initial term of the lease,
the tenant will pay the Company, as lessor, minimum annual rent equal to a
specified percentage of the Company's cost of purchasing the Property.
Typically, the leases will provide for automatic fixed increases in the minimum
annual rent or increases in the base rent based on increases in consumer price
indices at predetermined intervals during the term of the lease. In the case of
Properties that are to be constructed or renovated pursuant to a development
agreement, the Company's costs of purchasing the Property will include the
purchase price of the land, including all fees, costs, and expenses paid by the
Company in connection with its purchase of the land, and all fees, costs, and
expenses disbursed by the Company for construction of building improvements. See
"-- Site Selection and Acquisition of Properties -- Construction and Renovation"
above.
In the case of Properties in which the Company owns only the building,
the Company will structure its leases to recover its investment in the building
by the expiration of the lease.
Assignment and Sublease. In general, it is expected that no lease may
be assigned or subleased without the Company's prior written consent (which may
not be unreasonably withheld). A tenant may, however, assign or sublease a lease
to its corporate affiliate or subsidiary or to its successor by merger or
acquisition, if such assignee or subtenant agrees to operate the same type of
Health Care Facility on the premises, but only to the extent consistent with the
Company's objective of qualifying as a REIT. The leases will set forth certain
factors (such as the financial condition of the proposed tenant or subtenant)
that are deemed to be a reasonable basis for the Company's refusal to consent to
an assignment or sublease. In addition, the Company may refuse to permit any
assignment or sublease that would jeopardize the Company's continued
qualification as a REIT. The original tenant generally will remain fully liable,
however, for the performance of all tenant obligations under the lease following
any such assignment or sublease unless the Company agrees in writing to release
the original tenant from its lease obligations.
Alterations to Premises. A tenant generally will have the right,
without the prior written consent of the Company and at the tenant's own
expense, to make certain improvements, alterations or modifications to the
Property. Under certain leases, the tenant, at its own expense, may make certain
immaterial structural improvements (with a cost of up to $10,000) without the
prior consent of the Company. Certain leases may require the tenant to post a
payment and performance bond for any structural alterations with a cost in
excess of a specified amount.
Right of Tenant to Purchase. It is anticipated that if the Company
wishes at any time to sell a Property pursuant to a bona fide offer from a third
party, the tenant of that Property will have the right to purchase the Property
for the same price, and on the same terms and conditions, as contained in the
offer. In certain cases, the tenant also may have a right to purchase the
Property seven to 20 years after commencement of the lease at a purchase price
equal to the greater of (i) the Property's appraised value at the time of the
tenant's purchase, or (ii) a specified amount, generally equal to the Company's
purchase price of the Property, plus a predetermined percentage (generally, 15%
to 20%) of such purchase price. See "Federal Income Tax Considerations --
Characterization of Property Leases."
Substitution of Properties. Under certain leases, the tenant of a
Property, at its own expense and with the Company's prior written consent, may
be entitled to operate another form of approved Health Care Facility on the
Property as long as such approved Health Care Facility has an operating history
which reflects an ability to generate gross revenues and potential revenue
growth equal to or greater than that experienced by the tenant in operating the
original Health Care Facility.
In addition, it is anticipated that certain Property leases will
provide the tenant with the right, to the extent consistent with the Company's
objective of qualifying as a REIT, to offer the substitution of another property
selected by the tenant in the event that the tenant determines that the Health
Care Facility has become uneconomic (other than as a result of an insured
casualty loss or condemnation) for the tenant's continued use and occupancy in
its business operation and the tenant's board of directors has determined to
close and discontinue use of the Health Care Facility. The tenant's
determination that a Health Care Facility has become uneconomic is to be made in
good faith based on the tenant's reasonable business judgment after comparing
the results of operations of the Health Care Facility to the results of
operations at the majority of other health care facilities then operated by the
tenant. If either of these events occurs, the tenant will have the right to
offer the Company the opportunity to exchange the Property for another property
(the "Substituted Property") with a total cost for land and improvements thereon
(including overhead, construction interest, and other related charges) equal to
or greater than the cost of the Property to the Company.
Generally, the Company will have 30 days following receipt of the
tenant's offer for exchange of the Property to accept or reject such offer. In
the event that the Company requests an appraisal of the Substituted Property, it
will have at least ten days following receipt of the appraisal to accept or
reject the offer. If the Company accepts such offer, (i) the Substituted
Property will be exchanged for the Property in a transaction designed and
intended to qualify as a "like-kind exchange" within the meaning of section 1031
of the Code with respect to the Company and (ii) the lease of the Property will
be amended to (a) provide for minimum rent in an amount equal to the sum
determined by multiplying the cost of the Substituted Property by the Property
lease rate and (b) provide for lease renewal options sufficient to permit the
tenant, at its option, to continue its occupancy of the Substituted Property for
a specified number of years from the date on which the exchange is made. The
Company will pay the tenant the excess, if any, of the cost of the Substituted
Property over the cost of the Property. If the substitution does not take place
within a specified period of time after the tenant makes the offer to exchange
the Property for the Substituted Property, either party thereafter will have the
right not to proceed with the substitution. If the Company rejects the
Substituted Property offered by the tenant, the tenant is generally required to
offer at least three additional alternative properties for the Company's
acceptance or rejection. If the Company rejects all Substituted Properties
offered to it pursuant to the lease, or otherwise fails or refuses to consummate
a substitution for any reason other than the tenant's failure to fulfill the
conditions precedent to the exchange, then the tenant will be entitled to
terminate the lease on the date scheduled for such exchange by purchasing the
Property from the Company for a price equal to the then-fair market value of the
Property.
Neither the tenant nor any of its subsidiaries, licensees, or
sublicensees or any other affiliate will be permitted to use the original
Property as a health care facility or other business of the same type for at
least one year after the closing of the original Property. In addition, in the
event the tenant or any of its affiliates sells the Property within twelve
months after the Company acquires the Substituted Property, the Company will
receive, to the extent consistent with its objective of qualifying as a REIT,
from the proceeds of the sale the amount by which the selling price exceeds the
cost of the Property to the Company.
Insurance, Taxes, Maintenance and Repairs. Tenants of Properties will
be required, under the terms of the leases, to maintain, for the benefit of the
Company and the tenant, insurance that is commercially reasonable given the
size, location and nature of the Property. All tenants, other than those tenants
with a substantial net worth, generally also will be required to obtain "rental
value" or "business interruption" insurance to cover losses due to the
occurrence of an insured event for a specified period, generally six to twelve
months. Additionally, all tenants will be required to maintain liability
coverage, including, where applicable, professional liability insurance. In
general, no lease will be entered into unless, in the opinion of the Advisor, as
approved by the Board of Directors, the insurance required by the lease
adequately insures the Property.
The leases are expected to require that the tenant pay all taxes and
assessments, maintenance, repair, utility, and insurance costs applicable to the
real estate and permanent improvements. Tenants will be required to maintain
such Properties in good order and repair. Such tenants generally will be
required to maintain the Property and repair any damage to the Property, except
damage occurring during the last 24 to 48 months of the lease term (as such
lease term may be extended), which in the opinion of the tenant renders the
Property unsuitable for occupancy, in which case the tenant will have the right
instead to pay the insurance proceeds to the Company and terminate the lease.
The tenant generally will be required to repair the Property in the
event that less than a material portion of the Property (for example, more than
20% of the building or more than 40% of the land) is taken for public or
quasi-public use. The Company's leases generally will provide that, in the event
of any condemnation of the Property that does not give rise to an option to
terminate the lease or in the event of any condemnation which does give rise to
an option to terminate the lease and the tenant elects not to terminate, the
Company will remit to the tenant the award from such condemnation and the tenant
will be required to repair and restore the Property. To the extent that the
award exceeds the estimated costs of restoring or repairing the Property, the
tenant is required to deposit such excess amount with the Company. Until a
specified time (generally, ten days) after the tenant has restored the premises
and all improvements thereon to the same condition as existed immediately prior
to such condemnation insofar as is reasonably possible, a "just and
proportionate" amount of the minimum annual rent will be abated from the date of
such condemnation. In addition, the minimum annual rent will be reduced in
proportion to the reduction in the then rental value of the premises or the fair
market value of the premises after the condemnation in comparison with the
rental value or fair market value prior to such condemnation.
Events of Default. The leases generally are expected to provide that
the following events, among others, will constitute a default under the lease:
(i) the insolvency or bankruptcy of the tenant, provided that the tenant may
have the right, under certain circumstances, to cure such default, (ii) the
failure of the tenant to make timely payment of rent or other charges due and
payable under the lease, if such failure continues for a specified period of
time (generally, five to 30 days) after notice from the Company of such failure,
(iii) the failure of the tenant to comply with any of its other obligations
under the lease (for example, the discontinuance of operations of the leased
Property) if such failure continues for a specified period of time (generally,
ten to 45 days), (iv) in cases where the Company enters into a development
agreement relating to the construction or renovation of a building, a default
under the development agreement or the Indemnity Agreement or the failure to
establish the minimum annual rent at the end of the development period, (v) in
cases where the Company has entered into other leases with the same tenant, a
default under such lease, (vi) loss of licensure, (vii) loss of Medicare or
Medicaid Certification and (viii) the forced removal of more than a specified
number of patients as a result of deficiencies in the care provided at, or
physical condition of, the facility.
Upon default by the tenant, the Company generally will have the right
under the lease and under most state laws to evict the tenant, re-lease the
Property to others, and hold the tenant responsible for any deficiency in the
minimum lease payments. Similarly, if the Company determined not to re-lease the
Property, it could sell the Property. (Unless required to do so by the lease or
its investment objectives, however, the Company does not intend to sell any
Property prior to five to ten years after the commencement of the lease on such
Property. See "-- Right of Tenant to Purchase" above.) In the event that a lease
requires the tenant to make a security deposit, the Company will have the right
under the lease to apply the security deposit, upon default by the tenant,
towards any payments due from the defaulting tenant. In general, the tenant will
remain liable for all amounts due under the lease to the extent not paid from a
security deposit or by a new tenant.
In the event that a tenant defaults under a lease with the Company, the
Company either will attempt to locate a replacement operator or will discontinue
operation of the Health Care Facility, the latter of which would require the
Company or the defaulting operator to arrange for an orderly transfer of the
residents to another qualified health care facility. The Company will have no
obligation to operate the Health Care Facilities and no operator of a Health
Care Facility will be obligated to permit the Company or a replacement operator
to operate the Health Care Facility.
<PAGE>
JOINT VENTURE ARRANGEMENTS
The Company may enter into a Joint Venture to own and operate a
Property with various unaffiliated persons or entities or with another program
formed by the principals of the Company or the Advisor or their Affiliates, if a
majority of the Directors, including a majority of the Independent Directors,
not otherwise interested in the transaction determine that the investment in the
Joint Venture is fair and reasonable to the Company and on substantially the
same terms and conditions as those to be received by the co-venturer or
co-venturers. The Company may take more or less than a 50% interest in any Joint
Venture, subject to obtaining the requisite approval of the Directors. See "Risk
Factors -- Real Estate and Other Investment Risks -- We may not control the
joint ventures in which we enter" and " -- It may be difficult for us to exit a
joint venture after an impasse."
Under the terms of each Joint Venture agreement, it is anticipated that
the Company and each joint venture partner would be jointly and severally liable
for all debts, obligations, and other liabilities of the Joint Venture, and the
Company and each joint venture partner would have the power to bind each other
with any actions they take within the scope of the Joint Venture's business. In
addition, it is expected that the Advisor or its Affiliates will be entitled to
reimbursement, at cost, for actual expenses incurred by the Advisor or its
Affiliates on behalf of the Joint Venture. Joint Ventures entered into to
purchase and hold a Property for investment generally will have an initial term
of 10 to 20 years (generally the same term as the initial term of the lease for
the Property in which the Joint Venture invests), and, after the expiration of
the initial term, will continue in existence from year to year unless terminated
at the option of either joint venturer or unless terminated by an event of
dissolution. Events of dissolution will include the bankruptcy, insolvency, or
termination of any co-venturer, sale of the Property owned by the Joint Venture,
mutual agreement of the Company and its joint venture partner to dissolve the
Joint Venture, and the expiration of the term of the Joint Venture. The Joint
Venture agreement typically will restrict each venturer's ability to sell,
transfer, or assign its joint venture interest without first offering it for
sale to its co-venturer. In addition, in any Joint Venture with another program
sponsored by the Advisor or its Affiliates, where such arrangements are entered
into for the purpose of purchasing and holding Properties for investment, in the
event that one party desires to sell the Property and the other party does not
desire to sell, either party will have the right to trigger dissolution of the
Joint Venture by sending a notice to the other party. The notice will establish
the price and terms for the sale or purchase of the other party's interest in
the Joint Venture to the other party. The Joint Venture agreement will grant the
receiving party the right to elect either to purchase the other party's interest
on the terms set forth in the notice or to sell its own interest on such terms.
The following paragraphs describe the allocations and distributions
under the expected terms of the joint venture agreement for any Joint Venture in
which the Company and its co-venturer each have a 50% ownership interest. In any
other case, the allocations and distributions are expected to be similar to
those described below, except that allocations and distributions which are
described below as being made 50% to each co-venturer will instead be made in
proportion to each co-venturer's respective ownership interest.
Under the terms of each joint venture agreement, operating profits and
losses generally will be allocated 50% to each co-venturer. Profits from the
sale or other disposition of Joint Venture property first will be allocated to
any co-venturers with negative capital account balances in proportion to such
balances until such capital accounts equal zero, and thereafter 50% to each
co-venturer. Similarly, losses from the sale or other disposition of Joint
Venture property first will be allocated to joint venture partners with positive
capital account balances in proportion to such balances until such capital
accounts equal zero, and thereafter 50% to each co-venturer. Notwithstanding any
other provisions in the Joint Venture agreement, income, gain, loss, and
deductions with respect to any contributed property will be shared in a manner
which takes into account the variation between the basis of such property and
its fair market value at the time of contribution in accordance with section
704(c) of the Code.
Net cash flow from operations of the Joint Venture generally will be
distributed 50% to each joint venture partner. Any liquidation proceeds, after
paying joint venture debts and liabilities and funding reserves for contingent
liabilities, will be distributed first to the joint venture partners with
positive capital account balances in proportion to such balances until such
balances equal zero, and thereafter 50% to each joint venture partner.
In order that the allocations of Joint Venture income, gain, loss, and
deduction provided in Joint Venture agreements may be respected for federal
income tax purposes, it is expected that any Joint Venture agreement (i) will
contain a "qualified income offset" provision, (ii) will prohibit allocations of
loss or deductions to the extent such allocation would cause or increase an
"Adjusted Capital Account Deficit," and (iii) will require (a) that capital
accounts be maintained for each joint venture partner in a manner which complies
with Treasury Regulation
<PAGE>
ss.1.704-1(b)(2)(iv) and (b) that distributions of proceeds from the liquidation
of a partner's interest in the Joint Venture (whether or not in connection with
the liquidation of the Joint Venture) be made in accordance with the partner's
positive capital account balance. See "Federal Income Tax Considerations --
Investment in Joint Ventures."
Prior to entering into any Joint Venture arrangement with any
unaffiliated co-venturer (or the principals of any unaffiliated co-venturer),
the Company will confirm that such person or entity has demonstrated to the
satisfaction of the Company that requisite financial qualifications are met.
The Company may acquire Properties from time to time by issuing limited
partnership units in CNL Retirement Partners, LP to sellers of such Properties
pursuant to which the seller, as owner, would receive partnership interests
convertible at a later date into Common Stock of the Company. CNL Retirement GP
Corp. is a wholly owned subsidiary of the Company and is the general partner of
CNL Retirement Partners, LP. This structure enables a property owner to transfer
property without incurring immediate tax liability, and therefore may allow the
Company to acquire Properties on more favorable terms than otherwise.
MORTGAGE LOANS
The Company may provide Mortgage Loans to operators of the Health Care
Facilities to enable them to acquire the land, buildings and land, or buildings.
The Mortgage Loans will be secured by such property.
Generally, management believes the interest rate and terms of these
transactions will be substantially the same as those of the Company's Property
leases. The borrower will be responsible for all of the expenses of owning the
property, as with the "triple-net" leases, including expenses for insurance and
repairs and maintenance. Management expects the Mortgage Loans will be fully
amortizing loans over a period of 10 to 20 years (generally, the same term as
the initial term of the Property leases), with payments of principal and
interest due monthly. In addition, management expects the interest rate charged
under the terms of the Mortgage Loan will be fixed over the term of the loan and
generally will be comparable to, or slightly lower than, lease rates charged to
tenants for the Properties.
The Company may combine leasing and financing in connection with a
Property. For example, it may make a Mortgage Loan with respect to the building
and lease the underlying land to the borrower. Management believes that the
combined leasing and financing structure provides the benefit of allowing the
Company to receive, on a fixed income basis, the return of its initial
investment in each financed building, which is generally a depreciating asset,
plus interest. At the same time, the Company retains ownership of the underlying
land, which may appreciate in value, thus providing an opportunity for a capital
gain on the sale of the land. In such cases, in which the borrower is also the
tenant under a Property lease for the underlying land, if the borrower does not
elect to exercise its purchase option to acquire the Property under the terms of
the lease, the building and improvements on the Property will revert to the
Company at the end of the term of the lease, including any renewal periods. If
the borrower does elect to exercise its purchase option as the tenant of the
underlying land, the Company will generally have the option of selling the
Property at the greater of fair market value or cost plus a specified
percentage.
The Company will not make or invest in Mortgage Loans unless an
appraisal is obtained concerning the property that secures the Mortgage Loan. In
cases in which the majority of the Independent Directors so determine, and in
all cases in which the Mortgage Loan involves the Advisor, Directors, or
Affiliates, such appraisal must be obtained from an independent expert
concerning the underlying property. Such appraisal shall be maintained in the
Company's records for at least five years, and shall be available for inspection
and duplication by any stockholder. In addition to the appraisal, a mortgagee's
or owner's title insurance policy or commitment as to the priority of the
mortgage or condition of the title must be obtained.
Management believes that the criteria for investing in such Mortgage
Loans are substantially the same as those involved in the Company's investments
in Properties; therefore, the Company will use the same underwriting criteria as
described above in " -- Standards for Investment in Properties." In addition,
the Company will not make or invest in Mortgage Loans on any one property if the
aggregate amount of all mortgage loans outstanding on the property, including
the loans of the Company, would exceed an amount equal to 85% of the appraised
value of the property as determined by appraisal unless substantial
justification exists because of the presence of other underwriting criteria. In
no event shall mortgage indebtedness on any property exceed such property's
appraised value. For purposes of this limitation, the aggregate amount of all
mortgage loans outstanding on the property, including the loans of the Company,
shall include all interest (excluding contingent participation in income and/or
<PAGE>
appreciation in value of the mortgaged property), the current payment of which
may be deferred pursuant to the terms of such loans, to the extent that deferred
interest on each loan exceeds 5% per annum of the principal balance of the loan.
Further, the Company will not make or invest in any Mortgage Loans that
are subordinate to any mortgage, other indebtedness or equity interest of the
Advisor, the Directors, or Affiliates of the Company. The Company currently
expects to provide Mortgage Loans in the aggregate principal amount of
approximately 5% to 10% of the Company's total assets.
MANAGEMENT SERVICES
The Advisor will provide management services relating to the Company,
the Properties, the Mortgage Loans, and the Secured Equipment Lease program
pursuant to an Advisory Agreement between it and the Company. Under this
agreement, the Advisor will be responsible for assisting the Company in
negotiating leases, Mortgage Loans and Secured Equipment Leases, collecting
rental, Mortgage Loan and Secured Equipment Lease payments, inspecting the
Properties and the tenants' books and records, and responding to tenant
inquiries and notices. The Advisor also will provide information to the Company
about the status of the leases, the Properties, the Mortgage Loans, the Line of
Credit, the Permanent Financing and the Secured Equipment Leases. In exchange
for these services, the Advisor will be entitled to receive certain fees from
the Company. For supervision of the Properties and Mortgage Loans, the Advisor
will receive the Asset Management Fee, which, generally, is payable monthly in
an amount equal to one-twelfth of 0.60% of Real Estate Asset Value and the
outstanding principal amount of the Mortgage Loans, as of the end of the
preceding month. For negotiating Secured Equipment Leases and supervising the
Secured Equipment Lease program, the Advisor will receive, upon entering into
each lease, a Secured Equipment Lease Servicing Fee payable out of the proceeds
of the borrowings equal to 2% of the purchase price of the Equipment subject to
each Secured Equipment Lease. See "Management Compensation."
BORROWING
The Company will borrow money to acquire Assets and to pay certain
related fees. The Company intends to encumber Assets in connection with the
borrowing. The Company plans to obtain one or more revolving Lines of Credit in
an aggregate amount up to $45,000,000, and may also obtain Permanent Financing.
The Line of Credit may be increased at the discretion of the Board of Directors
and may be repaid with offering proceeds, proceeds from the sale of assets,
working capital or Permanent Financing. The Line of Credit and Permanent
Financing are the only source of funds for making Secured Equipment Leases and
for paying the Secured Equipment Lease Servicing Fee.
On April 20, 2000, the Company entered into an initial revolving line
of credit and security agreement with a bank to be used by the Company to
acquire and construct health care Properties. The line of credit provides that
the Company will be able to 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 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 LIBOR plus the
difference between LIBOR and the bank's base rate at the time of the advance or
(ii) a rate per annum 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 hear interest at
either (i) or (ii) above as of April 1, 2002. Each loan made under the line of
credit will be secured 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 health care Property during the term of the loan 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 attorneys fees, subject to a maximum cap, incurred in
connection with the line of credit and each advance. On April 20, 2000, the
Company obtained one advance totalling $8,100,000 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 were used
in connection with the purchase of one health care Property described in "--
Property Acquisitions."
Management believes that any financing obtained during the offering
period will allow the Company to make investments in Assets that the Company
otherwise would be forced to delay until it raised a sufficient amount of
proceeds from the sale of Shares. By eliminating this delay the Company will
also eliminate the risk that these investments will no longer be available, or
the terms of the investment will be less favorable, when the Company has raised
sufficient offering proceeds. Alternatively, Affiliates of the Advisor could
make such investments, pending receipt by the Company of sufficient offering
proceeds, in order to preserve the investment opportunities for the Company.
However, Assets acquired by the Company in this manner would be subject to
closing costs both on the original purchase by the Affiliate and on the
subsequent purchase by the Company, which would increase the amount of expenses
associated with the acquisition of Assets and reduce the amount of offering
proceeds available for investment in income-producing assets. Management
believes that the use of borrowings will enable the Company to reduce or
eliminate the instances in which the Company will be required to pay duplicate
closing costs, which may be substantial in certain states.
Similarly, management believes that the borrowings will benefit the
Company by allowing it to take advantage of its ability to borrow at favorable
interest rates. Specifically, the Company intends to structure the terms of any
financing so that the lease rates for Properties acquired and the interest rates
for Mortgage Loans and Secured Equipment Leases made with the loan proceeds will
exceed the interest rate payable on the financing. To the extent that the
Company is able to structure the financing on these terms, the Company will
increase its net revenues. In addition, the use of financing will increase the
diversification of the Company's portfolio by allowing it to acquire more Assets
than would be possible using only the Gross Proceeds from the offering.
As a result of existing relationships between Affiliates of the Advisor
and certain financing sources, the Company may have the opportunity to obtain
financing at more favorable interest rates than the Company could otherwise
obtain. In connection with any financing obtained by the Company as a result of
any such relationship, the Company will pay a loan origination fee to the
Affiliate. In addition, certain lenders may require, as a condition of providing
financing to the Company, that the Affiliate with which the lender has an
existing relationship act as a loan servicing agent. In connection with any such
arrangement, the Company will pay a loan servicing fee to the Affiliate. Any
loan origination fee or loan servicing fee paid to an Affiliate of the Company
is subject to the approval by a majority of the Board of Directors (including a
majority of the Independent Directors) not otherwise interested in the
transaction as fair and reasonable to the Company and on terms not less
favorable to the Company than those available from unaffiliated third parties
and not less favorable than those available from the Advisor or its Affiliates
in transactions with unaffiliated third parties. See "Conflicts of Interest --
Certain Conflict Resolution Procedures."
The Company may also borrow funds for the purpose of preserving its
status as a REIT. For example, the Company may borrow to the extent necessary to
permit the Company to make Distributions required in order to enable the Company
to qualify as a REIT for federal income tax purposes; however, the Company will
not borrow for the purpose of returning Invested Capital to the stockholders
unless necessary to eliminate corporate-level tax to the Company. The aggregate
borrowing of the Company, secured and unsecured, shall be reasonable in relation
to Net Assets of the Company and shall be reviewed by the Board of Directors at
least quarterly. The Board of Directors anticipates that the Company will have
one or more Lines of Credit initially in amounts up to $45,000,000; however, the
Line of Credit may be increased at the discretion of the Board of Directors. The
aggregate amount of the Permanent Financing will not exceed 30% of the Company's
total assets. However, in accordance with the Company's Articles of
Incorporation, the maximum amount of borrowing in relation to Net Assets, shall
not exceed 300% of Net Assets.
SALE OF PROPERTIES, MORTGAGE LOANS AND SECURED EQUIPMENT LEASES
For the first three to eight years after the commencement of the
offering, the Company intends, to the extent consistent with the Company's
objective of qualifying as a REIT, to reinvest in additional Properties or
Mortgage Loans any proceeds of the Sale of a Property or a Mortgage Loan that
are not required to be distributed to stockholders in order to preserve the
Company's REIT status for federal income tax purposes. The Company may also use
such proceeds to reduce its outstanding indebtedness. Similarly, and to the
extent consistent with REIT qualification, the Company plans to use the proceeds
of the Sale of a Secured Equipment Lease to fund additional Secured Equipment
Leases, or to reduce its outstanding indebtedness on the borrowings. At or prior
to the end of such eight-year period (December 31, 2008), the Company intends to
provide stockholders of the Company with liquidity of their investment, either
in whole or in part, through Listing (although liquidity cannot be assured
thereby) or by commencing the orderly Sale of the Company's Assets. If Listing
occurs, the Company intends to use any Net Sales Proceeds not required to be
distributed to stockholders in order to preserve the Company's status as a REIT
to reinvest in additional Properties, Mortgage Loans and Secured Equipment
Leases or to repay outstanding indebtedness. If Listing does not occur within
eight years after the commencement of the offering, the Company
<PAGE>
thereafter will undertake the orderly liquidation of the Company and the Sale of
the Company's Assets and will distribute any Net Sales Proceeds to stockholders.
In addition, the Company will not sell any Assets if such Sale would not be
consistent with the Company's objective of qualifying as a REIT.
In deciding the precise timing and terms of Property Sales, the Advisor
will consider factors such as national and local market conditions, potential
capital appreciation, cash flows, and federal income tax considerations. The
terms of certain leases, however, may require the Company to sell a Property at
an earlier time if the tenant exercises its option to purchase a Property after
a specified portion of the lease term has elapsed. See "-- Description of
Property Leases -- Right of Tenant to Purchase." The Company will have no
obligation to sell all or any portion of a Property at any particular time,
except as may be required under property or joint venture purchase options
granted to certain tenants. In connection with Sales of Properties by the
Company, purchase money obligations may be taken by the Company as part payment
of the sales price. The terms of payment will be affected by custom in the area
in which the Property is located and by prevailing economic conditions. When a
purchase money obligation is accepted in lieu of cash upon the Sale of a
Property, the Company will continue to have a mortgage on the Property and the
proceeds of the Sale will be realized over a period of years rather than at
closing of the Sale.
The Company does not anticipate selling the Secured Equipment Leases
prior to expiration of the lease term, except in the event that the Company
undertakes orderly liquidation of its assets. In addition, the Company does not
anticipate selling any Mortgage Loans prior to the expiration of the loan term,
except in the event (i) the Company owns the Property (land only) underlying the
building improvements which secure the Mortgage Loan and the Sale of the
Property occurs, or (ii) the Company undertakes an orderly Sale of its Assets.
COMPETITION
The Company anticipates that it will compete with other REITs, real
estate partnerships, health care providers and other investors, including, but
not limited to, banks and insurance companies, many of which will have greater
financial resources than the Company, in the acquisition, leasing and financing
of Health Care Facilities. Further, non-profit entities are particularly
attracted to investments in senior care facilities because of their ability to
finance acquisitions through the issuance of tax-exempt bonds, providing
non-profit entities with a relatively lower cost of capital as compared to
for-profit purchasers. In addition, in certain states, health care facilities
owned by non-profit entities are exempt from taxes on real property. As
profitability increases for investors in health care Properties, competition
among investors likely will become increasingly intense.
REGULATION OF MORTGAGE LOANS AND SECURED EQUIPMENT LEASES
The Mortgage Loan and Secured Equipment Lease programs may be subject
to regulation by federal, state and local authorities and subject to various
laws and judicial and administrative decisions imposing various requirements and
restrictions, including among other things, regulating credit granting
activities, establishing maximum interest rates and finance charges, requiring
disclosures to customers, governing secured transactions, and setting
collection, repossession and claims handling procedures and other trade
practices. In addition, certain states have enacted legislation requiring the
licensing of mortgage bankers or other lenders and these requirements may affect
the Company's ability to effectuate its Mortgage Loan and Secured Equipment
Lease programs. Commencement of operations in these or other jurisdictions may
be dependent upon a finding of financial responsibility, character and fitness
of the Company. The Company may determine not to make Mortgage Loans or enter
into Secured Equipment Leases in any jurisdiction in which it believes the
Company has not complied in all material respects with applicable requirements.
<PAGE>
SELECTED FINANCIAL DATA
The following table sets forth certain financial information for the
Company, and should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the Financial
Statements included in Appendix B.
<TABLE>
<CAPTION>
<S> <C>
Six Months Ended
June 30, June 30, 1999
2000 (1) Year Ended December 31,
(Unaudited) (Unaudited) 1999 (1) 1998 (1) 1997 (1)(2)
-------------- ---------------- ---------- ---------- -----------
Revenues $ 368,584 -- $ 86,231 $ -- $ --
Organizational costs -- -- 35,000 -- --
Other operating expenses 211,299 -- 79,621 -- --
Net earnings (loss) 157,285 -- (28,390 ) -- --
Cash distributions declared (3) 152,525 -- 50,404 -- --
Cash from operations 657,668 -- 12,851 -- --
Funds from operations (4) 214,136 -- (28,390 ) -- --
Earnings (loss) per Share .24 -- (.07 ) -- --
Cash distributions declared
per Share .23 -- .13 -- --
Weighted average number of Shares
outstanding (5) 665,899 -- 412,713 -- --
June 30, June 30, 1999
2000 (1) December 31,
(Unaudited) (Unaudited) 1999 1998 1997
-------------- ---------------- ---------- ---------- -----------
Total assets $15,366,232 $1,592,442 $5,088,560 $976,579 $280,330
Total stockholders' equity 6,149,193 200,000 3,292,137 200,000 200,000
</TABLE>
(1) No operations commenced until the Company received minimum offering
proceeds of $2,500,000 and funds were released from escrow on July 14,
1999. The Company did not acquire its first Property until April 20,
2000; therefore, revenues for the year ended December 31, 1999
consisted only of interest income on funds held in interest bearing
accounts pending investment in a Property.
(2) Selected financial data for 1997 represents the period December 22,
1997 (date of inception) through December 31, 1997.
(3) Cash distributions are declared by the Board of Directors and generally
are based on various factors, including cash available from operations.
For the six months ended June 30, 2000 and the year ended December 31,
1999, 0% and 100%, respectively, of cash distributions represent a
return of capital in accordance with generally accepted accounting
principles ("GAAP"). Cash distributions treated as a return of capital
on a GAAP basis represent the amount of cash distributions in excess of
net earnings on a GAAP basis, including organization costs that were
expensed for GAAP purposes for the year ended December 31, 1999. The
Company has not treated such amount as a return of capital for purposes
of calculating Invested Capital and the Stockholders' 8% Return.
(4) Funds from operations ("FFO"), based on the revised definition adopted
by the Board of Governors of the National Association of Real Estate
Investment Trusts ("NAREIT") and as used herein, means net earnings
determined in accordance with GAAP, excluding gains or losses from debt
restructuring and sales of property, plus depreciation and amortization
of real estate assets and after adjustments for unconsolidated
partnerships and joint ventures. FFO was developed by NAREIT as a
relative measure of performance and liquidity of an equity REIT in
order to recognize that income-producing real estate historically has
not depreciated on the basis determined under GAAP. However, FFO (i)
does not represent cash generated from operating activities determined
in accordance with GAAP (which, unlike FFO, generally reflects all cash
effects of transactions and other events that enter into the
determination of net earnings), (ii) is not necessarily indicative of
cash flow available to fund cash needs and (iii) should not be
considered as an alternative to net earnings determined in accordance
with GAAP as an indication of the Company's operating performance, or
to cash flow from operating activities determined in accordance with
GAAP as a measure of either liquidity or the Company's ability to make
distributions. Accordingly, the Company believes that in order to
facilitate a clear understanding of the consolidated historical
operating results of the Company, FFO should be considered in
conjunction with the Company's net earnings and cash flows as reported
in the accompanying financial statements and notes thereto. See
Appendix B-- Financial Information.
(5) The weighted average number of Shares outstanding is based upon the
period the Company was operational.
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 local and national real estate
conditions, the availability of capital from borrowings under the Company's Line
of Credit, availability of proceeds from the Company's offering, the ability of
the Company to obtain Permanent Financing on satisfactory terms, the ability of
the Company to continue to identify suitable investments, 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 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. Assets acquired
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.
The Company was formed to acquire Properties related to Health Care
Facilities located across the United States. The Health Care Facilities may
include congregate living facilities, assisted living facilities, skilled
nursing facilities, continuing care retirement communities, life care
communities, medical office buildings and walk-in clinics. The Properties will
be leased on a long term, "triple-net" basis. The Company may also provide
Mortgage Loans to operators of Health Care Facilities in the aggregate principal
amount of approximately 5% to 10% of the Company's total assets. The Company may
also offer Secured Equipment Leases to operators of Health Care Facilities. The
aggregate principal amount of Secured Equipment Leases is not expected to exceed
10% of Gross Proceeds.
LIQUIDITY AND CAPITAL RESOURCES
Common Stock Offerings
During the period December 22, 1997 (date of inception) through
December 31, 1998, a capital contribution of $200,000 from the Advisor was the
Company's sole source of capital. On September 18, 1998, the Company commenced
its Initial Offering of Shares of Common Stock. As of August 3 , 2000, the
Company had received subscription proceeds of $9,013,762 (901,376 Shares),
including $50,463 (5,046 Shares) through its Reinvestment Plan from its Initial
Offering. As of August 3, 2000, net proceeds to the Company from its Initial
Offering of Shares and capital contributions from the Advisor, after deduction
of selling commissions, marketing support and due diligence expense
reimbursement fees and organizational and offering expenses of three percent
totalled approximately $8,200,000. In April 2000, the Company used approximately
$5,800,000 of net offering proceeds from its Initial Offering and $8,100,000 in
advances relating to its line of credit, described in "Business -- Borrowing,"
to invest approximately $13,900,000 in one assisted living Property. As of
August 3, 2000, the Company repaid advances of $1,785,000 relating to its line
of credit and had paid approximately $880,000 in Acquisition Fees and
Acquisition Expenses, leaving approximately $265,000 of net offering proceeds
available to invest in Properties and Mortgage Loans. See "Business -- Property
Acquisitions" for a description of the Property owned as of August 3, 2000. As
of August 3, 2000, the Company had not entered into any Mortgage Loans.
The Company expects to use any additional net offering proceeds from
the sale of Shares in the Initial Offering, plus any Net Offering Proceeds
(Gross Proceeds less fees and expenses of the offering) from this offering, to
purchase additional Properties and, to a lesser extent, make Mortgage Loans. See
"Investment Objectives and Policies." 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 borrowings. The Company currently has a
$25,000,000 revolving line of credit available, as described below. The line of
credit may be increased at the discretion of the Board of Directors and may be
repaid with offering proceeds, proceeds from the sale of Assets, working capital
or Permanent Financing. The Company may also obtain Permanent Financing;
although, it has not yet received a commitment for any Permanent Financing, and
there is no assurance that the Company will obtain any Permanent Financing on
satisfactory terms. 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. The number of Properties to be
acquired and Mortgage Loans to be invested in will depend upon the amount of Net
Offering Proceeds and loan proceeds available to the Company. The amount
invested in Secured Equipment Leases is not expected to exceed 10% of Gross
Proceeds.
Indebtedness
On April 20, 2000, the Company entered into a $25,000,000 revolving
line of credit and security agreement with a bank to be used by the Company to
acquire health care 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 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. 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 attorneys fees, subject to a
maximum cap, incurred in connection with the line of credit and each advance.
During the six months ended June 30, 2000, the Company obtained an advance for
$8,100,000 and repaid $1,300,000 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 were used in connection with the purchase
of a Property.
The Company may be subject to interest rate risk through any
outstanding balances on its variable rate line of credit. The Company may
mitigate this risk by paying down any outstanding balances on the line of credit
from offering proceeds should interest rates rise substantially.
Property Acquisition and Investments
On April 20, 2000, the Company acquired its first Property, a
private-pay assisted living community 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.
As of August 3 , 2000, the Company had not entered into any
arrangements creating a reasonable probability that an additional Property would
be acquired or a particular Mortgage Loan or Secured Equipment Lease would be
funded. The Company is presently negotiating to acquire additional Properties,
but as of August 3, 2000, the Company had not acquired any such Properties or
entered into any Mortgage Loans.
<PAGE>
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, such as demand deposit accounts
at commercial banks, certificates of deposit and money market accounts, 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 June 30, 2000, the Company
had $659,311 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 one Property and
repayments on the line of credit, partially offset by subscription proceeds
received from the sale of Shares from the Initial Offering during the six months
ended June 30, 2000. The funds remaining at June 30, 2000, along with additional
funds expected to be received from the sale of Shares, will be used primarily to
purchase Properties, to make Mortgage Loans, to pay offering expenses and
Acquisition Expenses, to pay Distributions to stockholders and other Company
expenses and, in management's discretion, to create cash reserves.
Liquidity Requirements
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 Properties acquired in the future , on a long-term, triple-net basis,
meaning that tenants are generally 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, the acquisition
and development of Properties and the 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. Rental payments under the leases are expected to exceed the
Company's operating expenses. For these reasons, no short-term or long-term
liquidity problems associated with operating the Properties are currently
anticipated by management.
Distributions
During the six months ended June 30, 2000 and the year ended December
31, 1999, the Company generated cash from operations (which includes cash
received from tenant and interest received, less cash paid for operating
expenses) of $657,668 and $10,409, respectively. Based on current and
anticipated future cash from operations, the Company declared Distributions to
its stockholders of $152,525 and $50,404 during the six months ended June 30,
2000 and the period July 14,1999 (the date operations commenced) through
December 31, 1999, respectively. No Distributions were paid or declared for the
period December 22, 1997 (date of inception) through July 13, 1999 because
operations had not commenced. On July 1 and August 1, 2000, the Company declared
Distributions of $0.058 per Share to stockholders of record on July 1 and August
1, 2000, respectively, payable in September 2000. For the six months ended June
30, 2000 and the year ended December 31, 1999, 100% of the Distributions
received by stockholders were considered to be ordinary income for federal
income tax purposes. No amounts distributed or to be distributed to the
stockholders as of August 3, 2000, were required to be or have been treated by
the Company as a return of capital for purposes of calculating the Stockholders'
8% Return on Invested Capital. The Company intends to continue to make
Distributions of cash available for such purpose to the stockholders on a
monthly basis, payable quarterly.
<PAGE>
Due to Related Parties
During the six months ended June 30, 2000, the years ended December 31,
1999 and 1998, and the period December 22, 1997 (date of inception) through
December 31, 1997, Affiliates incurred on behalf of the Company $178,708,
$421,878, $562,739 and $43,398, respectively, for certain organizational and
offering expenses relating to its Initial Offering. In addition, during the six
months ended June 30, 2000 and the year ended December 31, 1999, Affiliates of
the Company incurred $56,129 and $98,206, respectively, for certain Acquisition
Expenses and $93,920 and $41,307, respectively, for certain operating expenses
on behalf of the Company. As of June 30, 2000 and December 31, 1999, the Company
owed the Affiliates $1,795,033 and $1,775,256, respectively, for such amounts
and unpaid fees and administrative expenses. The Advisor 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 Proceeds of the offering. In addition, 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; therefore, the Advisor reimbursed
the Company such amount in accordance with the Advisory Agreement. The amount to
be received from the Advisor was treated as a reduction of the amount due to
related parties as of June 30, 2000.
Other
As of June 30, 2000, the tenant of the Property owned by the Company
had established an FF&E Reserve. Funds in the FF&E Reserve have been paid,
granted and assigned to the Company. For the six months ended June 30, 2000,
revenue relating to the FF&E Reserve totalled $3,616. 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.
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, other than as referred to in this
Prospectus.
Management expects that the cash generated from operations will be
adequate to pay operating expenses and to make Distributions to stockholders.
RESULTS OF OPERATIONS
No operations commenced until the Company received the minimum offering
proceeds of $2,500,000 on July 14, 1999.
As of June 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 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 is
required to pay contingent rent computed as a percentage of tenant's gross sales
at the Property. The lease also requires the establishment of an FF&E Reserve.
The FF&E Reserve is owned by the Company and has been recognized as additional
rent. For the quarter ended June 30, 2000, the Company earned $272,119 in rental
income from the Property. The Company also earned $3,616 in FF&E Reserve income
during the quarter ended June 30, 2000. Because the Company has not yet acquired
all of its Properties, revenues for the six months ended June 30, 2000,
represent only a portion of revenues which the Company is expected to earn in
future periods.
During the six months ended June 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
<PAGE>
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 2000 and subsequent years.
During the six months ended June 30, 2000 and the year ended December
31, 1999, the Company earned $92,849 and $86,231, respectively, in interest
income from investments in money market accounts. 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 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.
Operating expenses , including interest expense and depreciation and
amortization expense, were $211,299 and $114,621 for the six months ended June
30, 2000 and the year ended December 31, 1999, respectively. Operating expenses
represent only a portion of operating expenses which the Company is expected to
incur during a full six-month and twelve-month period in which the Company owns
Properties. 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. Operating expenses included $35,000 in organizational
expenses for the year ended December 31, 1999. Organizational expenses represent
the cost related to forming a new entity and are not expected to be incurred 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 the Expense Cap in an Expense Year. During the
Expense Year ended June 30, 2000, the Company's operating expenses exceeded the
Expense Cap by $213,886; therefore, the Advisor reimbursed the Company such
amount in accordance with the Advisory Agreement.
Other
The Company has elected, pursuant to Internal Revenue Code Section
856(c)(1), to be taxed as a REIT under Sections 856 through 860 of the Internal
Revenue Code of 1986, as amended, and related regulations. As a REIT, for
federal income tax purposes, the Company generally will not be subject to
federal income tax on income that it distributes to its stockholders. If the
Company fails to qualify as a REIT in any taxable year, it will be subject to
federal income tax on its taxable income at regular corporate rates and will not
be permitted to qualify for treatment as a REIT for federal income tax purposes
for four years following the year during which qualification is lost. Such an
event could materially affect the Company's net earnings. However, the Company
believes that it is organized and operates in such a manner as to qualify for
treatment as a REIT for the year ended December 31, 1999. In addition, the
Company intends to continue to operate the Company so as to remain qualified as
a REIT for federal income tax purposes.
The Company anticipates that its leases will be triple-net leases and
will contain provisions that management believes will mitigate the effect of
inflation. Such provisions will include clauses requiring the payment of
percentage rent based on certain gross sales above a specified level and/or
automatic increases in the base rent at specified times during the term of the
lease. Management expects that increases in gross sales volumes due to inflation
and real sales growth should result in an increase in rental income over time.
Continued inflation also may cause capital appreciation of the Company's
Properties. Inflation and changing prices, however, also may have an adverse
impact on the sales of the Properties and on potential capital appreciation of
the Properties.
In April of 1998, the American Institute of Certified Public
Accountants issued Statement of Position ("SOP") 98-5, "Reporting on the Costs
of Start-Up Activities," which became effective for the Company January 1, 1999.
This SOP requires start-up and organization costs to be expensed as incurred and
also requires previously deferred start-up costs to be recognized as a
cumulative effect adjustment in the statement of earnings. During the year ended
December 31, 1999, operating expenses include a charge of $35,000 for
organizational costs.
Management is not aware of any known trends or uncertainties, other
than national economic conditions, which may reasonably be expected to have a
material impact, favorable or unfavorable, on revenues or income from the
acquisition and operations of real properties, other than those Properties
referred to in this Prospectus.
There currently are no material changes being considered in the
objectives and policies of the Company as set forth in this Prospectus.
MANAGEMENT
GENERAL
The Company will operate under the direction of the Board of Directors,
the members of which are accountable to the Company as fiduciaries. As required
by applicable regulations, a majority of the Independent Directors and a
majority of the Directors have reviewed and ratified the Articles of
Incorporation and have adopted the Bylaws.
The Company currently has five Directors; it may have no fewer than
three Directors and no more than 15. Directors will be elected annually, and
each Director will hold office until the next annual meeting of stockholders or
until his successor has been duly elected and qualified. There is no limit on
the number of times that a Director may be elected to office. Although the
number of Directors may be increased or decreased as discussed above, a decrease
shall not have the effect of shortening the term of any incumbent Director.
Any Director may resign at any time and may be removed with or without
cause by the stockholders upon the affirmative vote of at least a majority of
all the Shares outstanding and entitled to vote at a meeting called for this
purpose. The notice of such meeting shall indicate that the purpose, or one of
the purposes, of such meeting is to determine if a Director shall be removed.
FIDUCIARY RESPONSIBILITY OF THE BOARD OF DIRECTORS
The Board of Directors will be responsible for the management and
control of the affairs of the Company; however, the Board of Directors will
retain the Advisor to manage the Company's day-to-day affairs and the
acquisition and disposition of investments, subject to the supervision of the
Board of Directors.
The Directors are not required to devote all of their time to the
Company and are only required to devote such of their time to the affairs of the
Company as their duties require. The Board of Directors will meet quarterly in
person or by telephone, or more frequently if necessary. It is not expected that
the Directors will be required to devote a substantial portion of their time to
discharge their duties as directors. Consequently, in the exercise of their
fiduciary responsibilities, the Directors will rely heavily on the Advisor. In
this regard, the Advisor, in addition to the Directors, will have a fiduciary
duty to the Company.
The Directors will establish written policies on investments and
borrowings and will monitor the administrative procedures, investment
operations, and performance of the Company and the Advisor to assure that such
policies are in the best interest of the stockholders and are fulfilled. Until
modified by the Directors, the Company will follow the policies on investments
set forth in this Prospectus. See "Investment Objectives and Policies."
The Independent Directors are responsible for reviewing the fees and
expenses of the Company at least annually or with sufficient frequency to
determine that the total fees and expenses of the Company are reasonable in
light of the Company's investment performance, Net Assets, Net Income, and the
fees and expenses of other comparable unaffiliated real estate investment
trusts. For purposes of this determination, Net Assets are the Company's total
assets (other than intangibles), calculated at cost before deducting
depreciation or other non-cash reserves, less total liabilities, and computed at
least quarterly on a basis consistently applied. Such determination will be
reflected in the minutes of the meetings of the Board of Directors. In addition,
a majority of the Independent Directors and a majority of Directors not
otherwise interested in the transaction must approve each transaction with the
Advisor or its Affiliates. The Board of Directors also will be responsible for
reviewing and evaluating the performance of the Advisor before entering into or
renewing an advisory agreement. The Independent Directors shall determine from
time to time and at least annually that compensation to be paid to the Advisor
is reasonable in relation to the nature and quality of services to be performed
and shall supervise the performance of the Advisor and the compensation paid to
it by the Company to determine that the provisions of the Advisory Agreement are
being carried out. Specifically, the Independent Directors will consider factors
such as the amount of the fee paid to the Advisor in relation to the size,
composition and performance of the Company's investments, the success of the
Advisor in generating appropriate investment opportunities, rates charged to
other comparable REITs and other investors by advisors performing similar
services, additional revenues realized by the Advisor and its Affiliates through
their relationship with the Company, whether paid by the Company or by others
with whom the Company does business, the quality and extent of service and
advice furnished by the Advisor, the performance of the investment portfolio of
the Company and the quality of the portfolio of the Company relative to the
investments generated by the Advisor for its own account. Such review and
evaluation will be reflected in the minutes of the meetings of the Board of
Directors. The Board of Directors shall determine that any successor Advisor
possesses sufficient qualifications to (i) perform the advisory function for the
Company and (ii) justify the compensation provided for in its contract with the
Company.
The liability of the officers and Directors while serving in such
capacity is limited in accordance with the Articles of Incorporation and
applicable law. See "Summary of the Articles of Incorporation and Bylaws --
Limitation of Liability and Indemnification."
DIRECTORS AND EXECUTIVE OFFICERS
The Directors and executive officers of the Company are listed below:
<TABLE>
<CAPTION>
<S> <C>
Name Age Position with the Company
---------------------------- ------- ---------------------------------------------------------------
James M. Seneff, Jr. 54 Director, Chairman of the Board, and Chief Executive Officer
Robert A. Bourne 53 Director and President
David W. Dunbar 48 Independent Director
Timothy S. Smick 48 Independent Director
Edward A. Moses 58 Independent Director
Phillip M. Anderson, Jr. 40 Chief Operating Officer and Executive Vice President
Thomas J. Hutchison III 58 Executive Vice President
Lynn E. Rose 51 Secretary and Treasurer
</TABLE>
James M. Seneff, Jr. Director, Chairman of the Board and Chief
Executive Officer. Mr. Seneff also is a director, Chairman of the Board and
Chief Executive Officer of CNL Retirement Corp., the Advisor to the Company. Mr.
Seneff is a principal stockholder of CNL Holdings, Inc., the parent company of
CNL Financial Group, Inc. (formerly CNL Group, Inc.), a diversified real estate
company, and has served as a director, Chairman of the Board and Chief Executive
Officer of CNL Financial Group, Inc. and its subsidiaries since CNL's formation
in 1973. CNL Financial Group, Inc. is the parent company, either directly or
indirectly through subsidiaries, of CNL Real Estate Services, Inc., CNL
Retirement Corp., CNL Capital Markets, Inc., CNL Investment Company and CNL
Securities Corp., the Managing Dealer in this offering. CNL and the entities it
has established have more than $4 billion in assets, representing interests in
more than 2,000 properties and 900 mortgage loans in 48 states. Mr. Seneff also
serves as a director, Chairman of the Board and Chief Executive Officer of CNL
Hospitality Properties, Inc., a public, unlisted real estate investment trust,
as well as CNL Hospitality Corp., its advisor. Since 1992, Mr. Seneff has served
as a director, Chairman of the Board and Chief Executive Officer of Commercial
Net Lease Realty, Inc., a public real estate investment trust that is listed on
the New York Stock Exchange. In addition, he has served as a director and
Chairman of the Board since inception in 1994, and served as Chief Executive
Officer from 1994 through August 1999, of CNL American Properties Fund, Inc., a
public, unlisted real estate investment trust. He also served as a director,
Chairman of the Board and Chief Executive Officer of CNL Fund Advisors, Inc.,
the advisor to CNL American Properties Fund, Inc., until it merged with such
company in September 1999. Mr. Seneff has also served as a director, Chairman of
the Board and Chief Executive Officer of CNL Securities Corp. since 1979; CNL
Investment Company since 1990; and CNL Institutional Advisors, a registered
investment advisor for pension plans, since 1990. Mr. Seneff formerly served as
a director of First Union National Bank of Florida, N.A., and currently serves
as the Chairman of the Board of CNLBank. Mr. Seneff served on the Florida State
Commission on Ethics and is a former member and past chairman of the State of
Florida Investment Advisory Council, which recommends to the Florida Board of
Administration investments for various Florida employee retirement funds. The
Florida Board of Administration is Florida's principal investment advisory and
money management agency and oversees the investment of more than $60 billion of
retirement funds. Mr. Seneff received his degree in Business Administration from
Florida State University in 1968.
Robert A. Bourne. Director and President. Mr. Bourne also serves as a
director and President of CNL Retirement Corp., the Advisor to the Company. Mr.
Bourne is also the President and Treasurer of CNL Financial Group, Inc.; a
director, Vice Chairman of the Board and President of CNL Hospitality
Properties, Inc., a public, unlisted real estate investment trust; as well as, a
director, Vice Chairman of the Board and President of CNL Hospitality Corp., its
advisor. Mr. Bourne also serves as a director of CNLBank. He has served as a
director since 1992, Vice Chairman of the Board since February 1996, Secretary
and Treasurer from February 1996 through 1997, and President from July 1992
through February 1996, of Commercial Net Lease Realty, Inc., a public, real
estate investment trust listed on the New York Stock Exchange. Mr. Bourne has
served as a director since inception in 1994, President from 1994 through
February 1999, Treasurer from February 1999 through August 1999, and Vice
Chairman of the Board since February 1999, of CNL American Properties Fund,
Inc., a public, unlisted real estate investment trust. He also served as a
director and held various executive positions for CNL Fund Advisors, Inc., the
advisor to CNL American Properties Fund, Inc. prior to its merger with such
company, from 1994 through August 1999. Mr. Bourne also serves as a director,
President and Treasurer for various affiliates of CNL Financial Group, Inc.,
including CNL Investment Company, CNL Securities Corp., the Managing Dealer for
this offering, and CNL Institutional Advisors, Inc., a registered investment
advisor for pension plans. Since joining CNL Securities Corp. in 1979, Mr.
Bourne has overseen CNL's real estate and capital markets activities including
the investment of nearly $2 billion in equity and the financing, acquisition,
construction and leasing of restaurants, office buildings, apartment complexes,
hotels and other real estate. Mr. Bourne began his career as a certified public
accountant employed by Coopers & Lybrand, Certified Public Accountants, from
1971 through 1978, where he attained the position of tax manager in 1975. Mr.
Bourne graduated from Florida State University in 1970 where he received a B.A.
in Accounting, with honors.
David W. Dunbar. Independent Director. Mr. Dunbar serves as chairman
and chief executive officer of Peoples Bank, which he organized and founded in
1996. Mr. Dunbar is also a member of the board of trustees of Bay Care Health
System, an alliance of ten non-profit hospitals in the Tampa Bay area, as well
as vice chairman of the board of directors of Morton Plant Mease Health Care,
Inc., an 841-bed, not-for-profit hospital and a member of the board of directors
of North Bay Hospital, a 122-bed facility. He is a former member of the board of
directors of Morton Plant Mease Hospital Foundation. In addition, Mr. Dunbar
serves as a member of the Florida Elections Commission, the body responsible for
investigating and holding hearings regarding alleged violations of Florida's
campaign finance laws. During 1994 and 1995, Mr. Dunbar was a member of the
board of directors and an executive officer of Peoples State Bank. Mr. Dunbar
was the chief executive officer of Republic Bank from 1981 through 1988 and from
1991 through 1993. From 1988 through 1991, Mr. Dunbar developed commercial and
medical office buildings and, through a financial consulting company he founded,
provided specialized lending services for real estate development clients,
specialized construction litigation support for national insurance companies and
strategic planning services for institutional clients. In 1990, Mr. Dunbar was
the chief executive officer, developer and owner of a 60,000 square foot medical
office building located on the campus of Memorial Hospital in Tampa, Florida. In
addition, in 1990, Mr. Dunbar served as the Governor's appointee to the State of
Florida Taxation and Budget Reform Commission, a 25 member, blue ribbon
commission established to review, study and make appropriate recommendations for
changes to state tax laws and currently serves on the Florida Elections
Commission. Mr. Dunbar began his professional career with Southeast Banking
Corporation in Miami, from 1975 through 1981, serving as a regional vice
president of commercial mortgage lending. Mr. Dunbar received a B.S. degree in
finance from Florida State University in 1975. He is also a 1977 graduate of the
American Bankers Association National Commercial Lending School at the
University of Oklahoma and a 1982 graduate of the School of Banking of the South
at Louisiana State University.
Timothy S. Smick. Independent Director. Mr. Smick is currently an
independent investor. From 1996 through February 1998, Mr. Smick served as chief
operating officer, executive vice president and a member of the board of
directors of Sunrise Assisted Living, Inc., one of the nation's leading
providers of assisted living care for seniors with 68 communities located in 13
states. In addition, Mr. Smick served as president of Sunrise Management Inc., a
wholly owned subsidiary of Sunrise Assisted Living, Inc. During 1995, Mr. Smick
served as a senior housing consultant to LaSalle Advisory, Ltd., a pension fund
advisory company. From 1985 through 1994, Mr. Smick was chairman and chief
executive officer of PersonaCare, Inc., a company he co-founded that provided
sub-acute, skilled nursing and assisted living care with 12 facilities in six
states. Mr. Smick's health care industry experience also includes serving as the
regional operations director for Manor Healthcare, Inc., a division of
ManorCare, Inc., and as operations director for Allied Health & Management, Inc.
Prior to co-founding PersonaCare, Inc., Mr. Smick was a partner in Duncan &
Smick, a commercial real estate development firm. Mr. Smick received a B.A. in
English from Wheaton College and pursued graduate studies at Loyola College.
Edward A. Moses. Independent Director. Dr. Moses served as dean of the
Roy E. Crummer Graduate School of Business at Rollins College from 1994 to 2000,
and has served as a professor and Bank of America professor of finance since
1989. As dean, Dr. Moses established a comprehensive program of executive
education for health care management at the Roy E. Crummer Graduate School of
Business. From 1985 to 1989 he served as dean and professor of finance at the
University of North Florida. He has also served in academic and administrative
positions at the University of Tulsa, Georgia State University and the
University of Central Florida. Dr. Moses has written six textbooks in the fields
of investments and corporate finance as well as numerous articles in leading
business journals. He has held offices in a number of professional
organizations, including president of the Southern Finance and Eastern Finance
Associations, served on the Board of the Southern Business Administration
Association, and served as a consultant for major banks as well as a number of
Fortune 500 companies. He currently serves as a faculty member in the Graduate
School of Banking at Louisiana State University, and is a member of the board of
directors of HTE, Inc. Dr. Moses received a B.S. in Accounting from the Wharton
School at the University of Pennsylvania in 1965 and a Masters of Business
Administration (1967) and Ph.D. in finance from the University of Georgia in
1971.
Phillip M. Anderson, Jr. Chief Operating Officer and Executive Vice
President. Mr. Anderson joined CNL Retirement Corp. in January 1999 and is
responsible for the planning and implementation of CNL's interest in health care
industry investments, including acquisitions, development, project analysis and
due diligence. He also currently serves as the Chief Operating Officer of both
CNL Retirement Corp., the Company's Advisor, and of CNL Retirement Development
Corp. From 1987 through 1998, Mr. Anderson was employed by Classic Residence by
Hyatt. Classic Residence by Hyatt ("Classic") is affiliated with Hyatt Hotels
and Chicago's Pritzker family. Classic acquires, develops, owns and operates
seniors' housing, assisted living, skilled nursing and Alzheimer's facilities
throughout the United States. Mr. Anderson's responsibilities grew from
overseeing construction of Classic's first properties to acquiring and
developing new properties. After assuming responsibility for acquisitions, Mr.
Anderson doubled the number of senior living apartments/beds ("units") in the
portfolio by adding over 1,200 units. In addition, the development of an
additional 1,000 units of seniors' housing commenced under Mr. Anderson's
direction. Mr. Anderson also served on Classic's Executive Committee charged
with the responsibility of monitoring performance of existing properties and
development projects. Mr. Anderson has been a member of the American Senior
Housing Association since 1994 and currently serves on the executive board. He
graduated from the Georgia Institute of Technology in 1982, where he received a
B.S. in Civil Engineering, with honors.
Thomas J. Hutchison III. Executive Vice President. Mr. Hutchison also
serves as an Executive Vice President of CNL Retirement Corp., the Advisor of
the Company, as well as President and Chief Operating Officer of CNL Real Estate
Services, Inc., which is the parent company of CNL Retirement Corp. and CNL
Hospitality Corp. He also serves as the President and Chief Operating Officer of
CNL Realty & Development Corp. In addition, Mr. Hutchison serves as an Executive
Vice President of CNL Hospitality Properties, Inc. Mr. Hutchison joined CNL
Financial Group, Inc. in January 2000 with more than 30 years of senior
management and consulting experience in the real estate development and services
industries. He currently serves on the board of directors of Restore Orlando, a
nonprofit community volunteer organization. Prior to joining CNL, Mr. Hutchison
was president and owner of numerous real estate services and development
companies. From 1995 to 2000, he was chairman and chief executive officer of
Atlantic Realty Services, Inc. and TJH Development Corporation. Since 1990, he
has fulfilled a number of long-term consulting assignments for large
corporations, including managing a number of large international joint ventures.
From 1990 to 1991, Mr. Hutchison was the court-appointed president and chief
executive officer of General Development Corporation, a real estate community
development company, where he assumed the day-to-day management of the $2.6
billion NYSE-listed company entering re-organization. From 1986 to 1990, he was
the chairman and chief executive officer of a number of real estate-related
companies engaged in the master planning and land acquisition of forty
residential, industrial and office development projects. From 1978 to 1986, Mr.
Hutchison was the president and chief executive officer of Murdock Development
Corporation and Murdock Investment Corporation, as well as Murdock's nine
service divisions. In this capacity, he managed an average of $350 million of
new development per year for over nine years. Additionally, he expanded the
commercial real estate activities to a national basis, and established both a
new extended care division and a hotel division that grew to 14 properties. Mr.
Hutchison was educated at Purdue University and the University of Maryland
Business School.
Lynn E. Rose. Secretary and Treasurer. Ms. Rose also serves as
Secretary, Treasurer and a director of CNL Retirement Corp., the Advisor to the
Company, and as Secretary of the subsidiaries of the Company. Ms. Rose is
Secretary and Treasurer of CNL Hospitality Properties, Inc., a public, unlisted
real estate investment trust, and serves as Secretary of its subsidiaries. In
addition, she serves as Secretary, Treasurer and a director of CNL Hospitality
Corp., its advisor. Ms. Rose served as Secretary of CNL American Properties
Fund, Inc., a public, unlisted real estate investment trust, from 1994 through
August 1999, and served as Treasurer from 1994 through February 1999. She also
served as Treasurer of CNL Fund Advisors, Inc., from 1994 through July 1998, and
served as Secretary and a director from 1994 through August 1999, at which time
it merged with CNL American Properties Fund, Inc. Ms. Rose served as Secretary
and Treasurer of Commercial Net Lease Realty, Inc., a public real estate
investment trust listed on the New York Stock Exchange, from 1992 to February
1996, and as Secretary and a director of CNL Realty Advisors, Inc., its advisor,
from its inception in 1991 through 1997. She also served as Treasurer of CNL
Realty Advisors, Inc. from 1991 through February 1996. Ms. Rose, a certified
public accountant, has served as Secretary of CNL Financial Group, Inc. since
1987, served as Controller from 1987 to 1993 and has served as Chief Financial
Officer since 1993. She also serves as Secretary of the subsidiaries of CNL
Financial Group, Inc. and holds various other offices in the subsidiaries. In
addition, she serves as Secretary for approximately 75 additional corporations
affiliated with CNL Financial Group, Inc. and its subsidiaries. Ms. Rose has
served as Chief Financial Officer and Secretary of CNL Securities Corp. since
July 1994. Ms. Rose oversees the tax and legal compliance for over 375
corporations, partnerships and joint ventures, and the accounting and financial
reporting for over 200 entities. Prior to joining CNL, Ms. Rose was a partner
with Robert A. Bourne in the accounting firm of Bourne & Rose, P.A., Certified
Public Accountants. Ms. Rose holds a B.A. in Sociology from the University of
Central Florida. She was licensed as a certified public accountant in 1979.
INDEPENDENT DIRECTORS
Under the Articles of Incorporation, a majority of the Board of
Directors must consist of Independent Directors, except for a period of 90 days
after the death, removal or resignation of an Independent Director. The
Independent Directors shall nominate replacements for vacancies in the
Independent Director positions. An Independent Director may not, directly or
indirectly (including through a member of his immediate family), own any
interest in, be employed by, have any present business or professional
relationship with, serve as an officer or director of the Advisor or its
Affiliates, or serve as a director of more than three REITs organized by the
Advisor or its Affiliates. Except to carry out the responsibilities of a
Director, an Independent Director may not perform material services for the
Company.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company has a standing Audit Committee, the members of which are
selected by the full Board of Directors each year. The Audit Committee makes
recommendations to the Board of Directors in accordance with those of the
independent accountants of the Company. The Board of Directors shall review with
such accounting firm the scope of the audit and the results of the audit upon
its completion.
At such time, as necessary, the Company will form a Compensation
Committee, the members of which will be selected by the full Board of Directors
each year.
At least a majority of the members of each committee of the Company's
Board of Directors must be Independent Directors.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Each Director is entitled to receive $6,000 annually for serving on the
Board of Directors, as well as fees of $750 per meeting attended ($375 for each
telephonic meeting in which the Director participates), including committee
meetings. In addition to the above compensation, the Director serving as
Chairman of the Audit Committee is entitled to receive fees of $750 per meeting
attended with the Company's independent accountants ($375 for each telephonic
meeting in which the Chairman participates) as a representative of the Audit
Committee. No executive officer or Director of the Company has received a bonus
from the Company. The Company will not pay any compensation to the officers and
Directors of the Company who also serve as officers and directors of the
Advisor.
MANAGEMENT COMPENSATION
For a description of the types, recipients, methods of computation, and
estimated amounts of all compensation, fees, and distributions to be paid
directly or indirectly by the Company to the Advisor, Managing Dealer, and their
Affiliates, see "Management Compensation."
<PAGE>
THE ADVISOR AND THE ADVISORY AGREEMENT
THE ADVISOR
CNL Retirement Corp. (formerly CNL Health Care Corp.) is a Florida
corporation organized in July 1997 to provide management, advisory and
administrative services. The Company originally entered into the Advisory
Agreement with the Advisor effective September 15, 1998. CNL Retirement Corp.,
as Advisor, has a fiduciary responsibility to the Company and the stockholders.
The directors and officers of the Advisor are as follows:
James M. Seneff, Jr. Chairman of the Board, Chief Executive Officer,
and Director
Robert A. Bourne President and Director
Phillip M. Anderson, Jr. Chief Operating Officer
Thomas J. Hutchison III Executive Vice President
Lynn E. Rose Secretary, Treasurer and Director
The backgrounds of these individuals are described above under
"Management -- Directors and Executive Officers."
Management anticipates that any transaction by which the Company would
become self-advised would be submitted to the stockholders for approval.
The Advisor currently owns 20,000 Shares of Common Stock. The Advisor
may not sell these Shares while the Advisory Agreement is in effect, although
the Advisor may transfer such shares to Affiliates. Neither the Advisor, a
Director, or any Affiliate may vote or consent on matters submitted to the
stockholders regarding removal of the Advisor, Directors or any of their
Affiliates, or any transaction between the Company and any of them. In
determining the requisite percentage in interest of shares of Common Stock
necessary to approve a matter on which the Advisor, Directors, and any Affiliate
may not vote or consent, any shares of Common Stock owned by any of them will
not be included.
THE ADVISORY AGREEMENT
Under the terms of the Advisory Agreement, the Advisor has
responsibility for the day-to-day operations of the Company, administers the
Company's bookkeeping and accounting functions, serves as the Company's
consultant in connection with policy decisions to be made by the Board of
Directors, manages the Company's Properties and Mortgage Loans, administers the
Company's Secured Equipment Lease program and renders other services as the
Board of Directors deems appropriate. The Advisor is subject to the supervision
of the Company's Board of Directors and has only such functions as are delegated
to it.
The Company will reimburse the Advisor for all of the costs it incurs
in connection with the services it provides to the Company, including, but not
limited to: (i) Offering Expenses, which are defined to include expenses
attributable to preparing the documents relating to this offering, qualification
of the Shares for sale in the states, escrow arrangements, filing fees and
expenses attributable to selling the Shares; (ii) selling commissions,
advertising expenses, expense reimbursements, and legal and accounting fees;
(iii) the actual cost of goods and materials used by the Company and obtained
from entities not affiliated with the Advisor, including brokerage fees paid in
connection with the purchase and sale of securities; (iv) administrative
services (including personnel costs; provided, however, that no reimbursement
shall be made for costs of personnel to the extent that such personnel perform
services in transactions for which the Advisor receives a separate fee, at the
lesser of actual cost or 90% of the competitive rate charged by unaffiliated
persons providing similar goods and services in the same geographic location);
(v) Acquisition Expenses, which are defined to include expenses related to the
selection and acquisition of Properties, for goods and services provided by the
Advisor at the lesser of actual cost or 90% of the competitive rate charged by
unaffiliated persons providing similar goods and services in the same geographic
location; and (vi) expenses related to negotiating and servicing the Mortgage
Loans and Secured Equipment Leases.
The Company shall not reimburse the Advisor at the end of any fiscal
quarter for Operating Expenses that, in the four consecutive fiscal quarters
then ended (the "Expense Year"), exceed the greater of 2% of Average Invested
Assets or 25% of Net Income (the "2%/25% Guidelines") for such year. Within 60
days after the end of
<PAGE>
any fiscal quarter of the Company for which total Operating Expenses for the
Expense Year exceed the 2%/25% Guidelines, the Advisor shall reimburse the
Company the amount by which the total Operating Expenses paid or incurred by the
Company exceed the 2%/25% Guidelines.
The Company will not reimburse the Advisor or its Affiliates for
services for which the Advisor or its Affiliates are entitled to compensation in
the form of a separate fee.
Pursuant to the Advisory Agreement, the Advisor is entitled to receive
fees and reimbursements, as listed in "Management Compensation." The
Subordinated Incentive Fee payable to the Advisor under certain circumstances if
Listing occurs may be paid, at the option of the Company, in cash, in Shares, by
delivery of a promissory note payable to the Advisor, or by any combination
thereof. The Subordinated Incentive Fee is an amount equal to 10% of the amount
by which (i) the market value of the Company, measured by taking the average
closing price or average of bid and asked prices, as the case may be, over a
period of 30 days during which the Shares are traded, with such period beginning
180 days after Listing (the "Market Value"), plus the total Distributions paid
to stockholders from the Company's inception until the date of Listing, exceeds
(ii) the sum of (A) 100% of Invested Capital and (B) the total Distributions
required to be paid to the stockholders in order to pay the Stockholders' 8%
Return from inception through the date the Market Value is determined. The
Subordinated Incentive Fee will be reduced by the amount of any prior payment to
the Advisor of a deferred subordinated share of Net Sales Proceeds from Sales of
assets of the Company. In the event the Subordinated Incentive Fee is paid to
the Advisor following Listing, no Performance Fee (defined as the fee payable
under certain circumstances if certain performance standards are met, such
circumstances and standards being described below) will be paid to the Advisor
under the Advisory Agreement nor will any additional share of Net Sales Proceeds
be paid to the Advisor.
The total of all Acquisition Fees and any Acquisition Expenses payable
to the Advisor and its Affiliates shall be reasonable and shall not exceed an
amount equal to 6% of the Real Estate Asset Value of a Property, or in the case
of a Mortgage Loan, 6% of the funds advanced, unless a majority of the Board of
Directors, including a majority of the Independent Directors not otherwise
interested in the transaction, approves fees in excess of this limit subject to
a determination that the transaction is commercially competitive, fair and
reasonable to the Company. The Acquisition Fees payable in connection with the
selection or acquisition of any Property shall be reduced to the extent that,
and if necessary to limit, the total compensation paid to all persons involved
in the acquisition of such Property to the amount customarily charged in
arm's-length transactions by other persons or entities rendering similar
services as an ongoing public activity in the same geographical location and for
comparable types of Properties, and to the extent that other acquisition fees,
finder's fees, real estate commissions, or other similar fees or commissions are
paid by any person in connection with the transaction.
If the Advisor or a CNL Affiliate performs services that are outside of
the scope of the Advisory Agreement, compensation is at such rates and in such
amounts as are agreed to by the Advisor and the Independent Directors of the
Company.
Further, if Listing occurs, the Company automatically will become a
perpetual life entity. At such time, the Company and the Advisor will negotiate
in good faith a fee structure appropriate for an entity with a perpetual life,
subject to approval by a majority of the Independent Directors. In negotiating a
new fee structure, the Independent Directors shall consider all of the factors
they deem relevant. These are expected to include, but will not necessarily be
limited to: (i) the amount of the advisory fee in relation to the asset value,
composition, and profitability of the Company's portfolio; (ii) the success of
the Advisor in generating opportunities that meet the investment objectives of
the Company; (iii) the rates charged to other REITs and to investors other than
REITs by advisors that perform the same or similar services; (iv) additional
revenues realized by the Advisor and its Affiliates through their relationship
with the Company, including loan administration, underwriting or broker
commissions, servicing, engineering, inspection and other fees, whether paid by
the Company or by others with whom the Company does business; (v) the quality
and extent of service and advice furnished by the Advisor; (vi) the performance
of the investment portfolio of the Company, including income, conservation or
appreciation of capital, and number and frequency of problem investments; and
(vii) the quality of the Property, Mortgage Loan and Secured Equipment Lease
portfolio of the Company in relationship to the investments generated by the
Advisor for its own account. The Board of Directors, including a majority of the
Independent Directors, may not approve a new fee structure that, in its
judgment, is more favorable to the Advisor than the current fee structure.
The Advisory Agreement, which was entered into by the Company with the
unanimous approval of the Board of Directors, including the Independent
Directors, expires one year after the date of execution, subject to successive
one-year renewals upon mutual consent of the parties. The current Advisory
Agreement expires on September 16, 2000. In the event that a new Advisor is
retained, the previous Advisor will cooperate with the Company and the Directors
in effecting an orderly transition of the advisory functions. The Board of
Directors (including a majority of the Independent Directors) shall approve a
successor Advisor only upon a determination that the Advisor possesses
sufficient qualifications to perform the advisory functions for the Company and
that the compensation to be received by the new Advisor pursuant to the new
Advisory Agreement is justified.
The Advisory Agreement may be terminated without cause or penalty by
either party, or by the mutual consent of the parties (by a majority of the
Independent Directors of the Company or a majority of the directors of the
Advisor, as the case may be), upon 60 days' prior written notice. At that time,
the Advisor shall be entitled to receive the Performance Fee if performance
standards satisfactory to a majority of the Board of Directors, including a
majority of the Independent Directors, when compared to (a) the performance of
the Advisor in comparison with its performance for other entities, and (b) the
performance of other advisors for similar entities, have been met. If Listing
has not occurred, the Performance Fee, if any, shall equal 10% of the amount, if
any, by which (i) the appraised value of the assets of the Company on the
Termination Date, less the amount of all indebtedness secured by the assets of
the Company, plus the total Distributions made to stockholders from the
Company's inception through the Termination Date, exceeds (ii) Invested Capital
plus an amount equal to the Stockholders' 8% Return from inception through the
Termination Date. The Advisor shall be entitled to receive all accrued but
unpaid compensation and expense reimbursements in cash within 30 days of the
Termination Date. All other amounts payable to the Advisor in the event of a
termination shall be evidenced by a promissory note and shall be payable from
time to time. The Performance Fee shall be paid in 12 equal quarterly
installments without interest on the unpaid balance, provided, however, that no
payment will be made in any quarter in which such payment would jeopardize the
Company's REIT status, in which case any such payment or payments will be
delayed until the next quarter in which payment would not jeopardize REIT
status. Notwithstanding the preceding sentence, any amounts which may be deemed
payable at the date the obligation to pay the Performance Fee is incurred which
relate to the appreciation of the Company's Assets shall be an amount which
provides compensation to the terminated Advisor only for that portion of the
holding period for the respective Assets during which such terminated Advisor
provided services to the Company. If Listing occurs, the Performance Fee, if
any, payable thereafter will be as negotiated between the Company and the
Advisor. The Advisor shall not be entitled to payment of the Performance Fee in
the event the Advisory Agreement is terminated because of failure of the Company
and the Advisor to establish a fee structure appropriate for a perpetual-life
entity at such time, if any, as the Shares become listed on a national
securities exchange or over-the-counter market. The Performance Fee, to the
extent payable at the time of Listing, will not be paid in the event that the
Subordinated Incentive Fee is paid.
The Advisor has the right to assign the Advisory Agreement to an
Affiliate subject to approval by the Independent Directors of the Company. The
Company has the right to assign the Advisory Agreement to any successor to all
of its assets, rights, and obligations.
The Advisor will not be liable to the Company or its stockholders or
others, except by reason of acts constituting bad faith, fraud, misconduct, or
negligence, and will not be responsible for any action of the Board of Directors
in following or declining to follow any advice or recommendation given by it.
The Company has agreed to indemnify the Advisor with respect to acts or
omissions of the Advisor undertaken in good faith, in accordance with the
foregoing standards and pursuant to the authority set forth in the Advisory
Agreement. Any indemnification made to the Advisor may be made only out of the
net assets of the Company and not from stockholders.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Managing Dealer is entitled to receive Selling Commissions
amounting to 7.5% of the total amount raised from the sale of Shares of Common
Stock for services in connection with the offering of Shares, a substantial
portion of which may be paid as commissions to other broker-dealers. For the
years ended December 31, 1999 and 1998, the Company had incurred $388,109 and
$1,912, respectively , of such fees in connection with the Initial Offering, of
which $370,690 and $1,785, respectively, has been paid by CNL Securities Corp.
as commissions to other broker-dealers. In addition, during the period January
1, 2000 through August 3, 2000, the Company incurred $286,011 of such fees in
connection with the Initial Offering, the majority of which has been or will be
paid by CNL Securities Corp. as commissions to other broker-dealers.
In addition, the Managing Dealer 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. For the years ended December 31, 1999 and
1998, the Company incurred $25,874 and $128, respectively, of such fees in
connection with the Initial Offering, the majority of which has been or will be
reallowed to other broker-dealers and from which all bona fide due diligence
expenses will be paid. In addition, during the period January 1, 2000 through
August 3, 2000, the Company incurred $19,067 of such fees in connection with the
Initial Offering, the majority of which has been or will be reallowed to other
broker-dealers and from which all bona fide due diligence expenses will be paid.
In addition, in connection with the Initial Offering, the Company
agreed to issue and sell soliciting dealer warrants to the Managing Dealer . The
price for each warrant will be $0.0008 and one warrant will be issued for every
25 Shares sold by the Managing Dealer in connection with the Initial Offering.
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 warrants, however, will be exercisable until one year from the
date of issuance. During the six months ended June 30, 2000, the Company issued
approximately 24,000 soliciting dealer warrants. As of June 30, 2000, CNL
Securities Corp. was entitled to receive approximately 6,100 additional
soliciting dealer warrants for Shares sold during the quarter then ended. No
soliciting dealer warrants will be issued in connection with this offering.
The Advisor is entitled to receive Acquisition Fees for services in
identifying the Properties and structuring the terms of the acquisition and
leases of the Properties and structuring the terms of the Mortgage Loans equal
to 4.5% of Total Proceeds. For the years ended December 31, 1999 and 1998, the
Company incurred $232,865 and $1,148, respectively, of such fees in connection
with the Initial Offering. In addition, during the period January 1, 2000
through August 3, 2000, the Company incurred $171,606 of such fees in connection
with the Initial Offering.
The Company and the Advisor have entered into an Advisory Agreement
pursuant to which the Advisor will receive 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 Loans as of the end of the
preceding month. The Asset Management Fee, which will not exceed fees which are
competitive for similar services in the same geographic area, may or may not be
taken, in whole or in part as to any year, in the sole discretion of the
Advisor. All or any portion of the Asset Management Fee not taken as to any
fiscal year shall be deferred without interest and may be taken in such other
fiscal year as the Advisor shall determine. During the six months ended June 30,
2000, the Company incurred $13,849 of such fees. No such fees were incurred
during the years ended December 31, 1999 and 1998.
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 described above, 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 2% of Average Invested Assets or 25% of Net Income (the
"Expense Cap"). During the four fiscal quarters ended June 30, 2000, the
Company's Operating Expenses exceeded the Expense Cap by $213,886; therefore,
the Advisor reimbursed the Company such amount in accordance with the Advisory
Agreement.
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 offering of Shares) on a day-to-day basis. For
the six months ended June 30, 2000, the years ended December 31, 1999 and 1998,
and the period December 22, 1997 (date of inception) through December 31, 1997,
the Company incurred $176,284, $373,480, $196,184 and $15,202, respectively, for
these services. For the six months ended June 30, 2000 and the year ended
December 31, 1999, $25,687 and $328,229, respectively, of such costs represented
stock issuance costs, $30,491 and $6,455, respectively, represented acquisition
related costs and $120,106 and $38,796, respectively, represented general
operating and administrative expenses. For 1998 and 1997, such amounts are
included in deferred offering costs.
The Company believes that all amounts paid or payable by the Company to
Affiliates are fair and comparable to amounts that would be paid for similar
services provided by unaffiliated third parties.
<PAGE>
PRIOR PERFORMANCE INFORMATION
The information presented in this section represents the historical
experience of certain real estate programs organized by certain officers and
directors of the Advisor. Prior public programs have invested only in restaurant
properties and hotel properties and have not invested in Health Care Facilities.
Investors in the Company should not assume that they will experience returns, if
any, comparable to those experienced by investors in such prior public real
estate programs. Investors who purchase Shares will not thereby acquire any
ownership interest in any partnerships or corporations to which the following
information relates.
Two Directors of the Company, Robert A. Bourne and James M. Seneff,
Jr., individually or with others have served as general partners of 88 and 89
real estate limited partnerships, respectively, including 18 publicly offered
CNL Income Fund partnerships, and as directors and/or officers of two unlisted
public REITs. None of these limited partnerships or unlisted REITs has been
audited by the IRS. Of course, there is no guarantee that the Company will not
be audited. Based on an analysis of the operating results of the prior programs,
Messrs. Bourne and Seneff believe that each of such programs has met or is
meeting its principal investment objectives in a timely manner.
CNL Realty Corporation, which was organized as a Florida corporation in
November 1985 and whose sole stockholders are Messrs. Bourne and Seneff,
currently serves as the corporate general partner with Messrs. Bourne and Seneff
as individual general partners of 18 CNL Income Fund limited partnerships, all
of which were organized to invest in fast-food, family-style and in the case of
two of the partnerships, casual-dining restaurant properties. In addition,
Messrs. Bourne and Seneff currently serve as directors of CNL American
Properties Fund, Inc., an unlisted public REIT organized to invest in fast-food,
family-style and casual-dining restaurant properties, mortgage loans and secured
equipment leases; and as directors and officers of CNL Hospitality Properties
Inc., an unlisted public REIT organized to invest in hotel properties, mortgage
loans and secured equipment leases. Both of the unlisted public REITs have
investment objectives similar to those of the Company. As of June 30, 2000, the
18 partnerships and the two unlisted REITs had raised a total of approximately
$1.9 billion from a total of approximately 94,000 investors, and owned
approximately 1,500 fast-food, family-style and casual-dining restaurant
properties, and 15 hotels. None of the 18 public partnerships or the two
unlisted public REITs has invested in Health Care Facilities. Certain additional
information relating to the offerings and investment history of the 18 public
partnerships and the two unlisted public REITs is set forth below.
<TABLE>
<CAPTION>
<S> <C>
Number of Date 90% of Net
Limited Proceeds Fully
Maximum Partnership Invested or
Name of Offering Units or Committed to
Entity Amount (1) Date Closed Shares Sold Investment (2)
------ ---------- ----------- ----------- --------------
CNL Income $15,000,000 December 31, 1986 30,000 December 1986
Fund, Ltd. (30,000 units)
CNL Income $25,000,000 August 21, 1987 50,000 November 1987
Fund II, Ltd. (50,000 units)
CNL Income $25,000,000 April 29, 1988 50,000 June 1988
Fund III, Ltd. (50,000 units)
CNL Income $30,000,000 December 6, 1988 60,000 February 1989
Fund IV, Ltd. (60,000 units)
CNL Income $25,000,000 June 7, 1989 50,000 December 1989
Fund V, Ltd. (50,000 units)
CNL Income $35,000,000 January 19, 1990 70,000 May 1990
Fund VI, Ltd. (70,000 units)
CNL Income $30,000,000 August 1, 1990 30,000,000 January 1991
Fund VII, Ltd. (30,000,000 units)
Number of Date 90% of Net
Limited Proceeds Fully
Maximum Partnership Invested or
Name of Offering Units or Committed to
Entity Amount (1) Date Closed Shares Sold Investment (2)
------ ---------- ----------- ----------- --------------
CNL Income $35,000,000 March 7, 1991 35,000,000 September 1991
Fund VIII, Ltd. (35,000,000 units)
CNL Income $35,000,000 September 6, 1991 3,500,000 November 1991
Fund IX, Ltd. (3,500,000 units)
CNL Income $40,000,000 April 22, 1992 4,000,000 June 1992
Fund X, Ltd. (4,000,000 units)
CNL Income $40,000,000 October 8, 1992 4,000,000 September 1992
Fund XI, Ltd. (4,000,000 units)
CNL Income $45,000,000 April 15, 1993 4,500,000 July 1993
Fund XII, Ltd. (4,500,000 units)
CNL Income $40,000,000 September 13, 1993 4,000,000 August 1993
Fund XIII, Ltd. (4,000,000 units)
CNL Income $45,000,000 March 23, 1994 4,500,000 May 1994
Fund XIV, Ltd. (4,500,000 units)
CNL Income $40,000,000 September 22, 1994 4,000,000 December 1994
Fund XV, Ltd. (4,000,000 units)
CNL Income $45,000,000 July 18, 1995 4,500,000 August 1995
Fund XVI, Ltd. (4,500,000 units)
CNL Income $30,000,000 October 10, 1996 3,000,000 December 1996
Fund XVII, Ltd. (3,000,000 units)
CNL Income $35,000,000 February 6, 1998 3,500,000 December 1997
Fund XVIII, Ltd. (3,500,000 units)
CNL American $747,464,413 January 20, 1999 (3) 37,373,221 (3) February 1999 (3)
Properties Fund, Inc. (37,373,221 shares)
CNL Hospitality $425,072,637 (4) (4) (4)
Properties, Inc. (42,507,264 shares)
---------------------
</TABLE>
(1) The amount stated includes the exercise by the general partners of each
partnership of their option to increase by $5,000,000 the maximum size of
the offering of CNL Income Fund, Ltd., CNL Income Fund II, Ltd., CNL
Income Fund III, Ltd., CNL Income Fund IV, Ltd., CNL Income Fund VI,
Ltd., CNL Income Fund VIII, Ltd., CNL Income Fund X, Ltd., CNL Income
Fund XII, Ltd., CNL Income Fund XIV, Ltd., CNL Income Fund XVI, Ltd. and
CNL Income Fund XVIII, Ltd. The number of shares of common stock for CNL
American Properties Fund, Inc. ("APF") reflects a one-for-two reverse
stock split, which was effective on June 3, 1999.
(2) For a description of the property acquisitions by these programs, see the
table set forth on the following page.
(3) In April 1995, APF commenced an offering of a maximum of 16,500,000
shares of common stock ($165,000,000). On February 6, 1997, the initial
offering closed upon receipt of subscriptions totalling $150,591,765
(15,059,177 shares), including $591,765 (59,177 shares) through the
reinvestment plan. Following completion of the initial offering on
February 6, 1997, APF commenced a subsequent offering (the "1997
Offering") of up to 27,500,000 shares ($275,000,000) of common stock. On
March 2, 1998, the 1997 Offering closed upon receipt of subscriptions
totalling $251,872,648 (25,187,265 shares), including $1,872,648 (187,265
shares) through the reinvestment plan. Following completion of the 1997
Offering on March 2, 1998, APF commenced a subsequent offering (the "1998
Offering") of up to 34,500,000 shares ($345,000,000) of common stock. As
of December 31, 1998, APF had received subscriptions totalling
$345,000,000 (34,500,000 shares), including $3,107,848 (310,785 shares)
through the reinvestment plan, from the 1998 Offering. The 1998 Offering
closed in January 1999, upon receipt of the proceeds from the last
subscriptions. As of March 31, 1999, net proceeds to APF from its three
offerings totalled $670,151,200 and all of such amount had been invested
or committed for investment in properties and mortgage loans.
(4) Effective July 9, 1997, CNL Hospitality Properties, Inc. ("CHP")
commenced an offering of up to 16,500,000 shares ($165,000,000) of common
stock. On June 17, 1999, the initial offering closed upon receipt of
subscriptions totalling $150,072,637 (15,007,264 shares), including
$72,637 (7,264 shares) through the reinvestment plan. Following
completion of the initial offering on June 17, 1999, CHP commenced a
subsequent offering (the "1999 Offering") of up to 27,500,000 shares
($275,000,000) of common stock. As of June 30, 2000, CHP had received
subscriptions totalling $235,011,997 (23,501,200 shares), including
$965,145 (96,514 shares) through the reinvestment plan, from the 1999
Offering. As of such date, CHP had purchased, directly or indirectly, 15
properties. Upon completion of the 1999 Offering, CHP intends to commence
a subsequent offering (the "2000 Offering") of up to 45,000,000 shares
($450,000,000) of common stock.
As of June 30, 2000, Mr. Seneff and Mr. Bourne, directly or through
affiliated entities, also had served as joint general partners of 69 nonpublic
real estate limited partnerships. The offerings of all of these 69 nonpublic
limited partnerships had terminated as of June 30, 2000. These 69 partnerships
raised a total of $185,927,353 from approximately 4,600 investors, and
purchased, directly or through participation in a joint venture or limited
partnership, interests in a total of 216 projects as of June 30, 2000. These 216
projects consist of 19 apartment projects (comprising 10% of the total amount
raised by all 69 partnerships), 11 office buildings (comprising 4% of the total
amount raised by all 69 partnerships), 169 fast-food, family-style, or
casual-dining restaurant properties and business investments (comprising 69% of
the total amount raised by all 69 partnerships), one condominium development
(comprising 0.5% of the total amount raised by all 69 partnerships), four
hotels/motels (comprising 5% of the total amount raised by all 69 partnerships),
ten commercial/retail properties (comprising 11% of the total amount raised by
all 69 partnerships), and two tracts of undeveloped land (comprising 0.5% of the
total amount raised by all 69 partnerships).
Mr. Bourne also has served, without Mr. Seneff, as a general partner of
one additional nonpublic real estate limited partnership program which raised a
total of $600,000 from 37 investors and purchased, through participation in a
limited partnership, one apartment building located in Georgia with a purchase
price of $1,712,000.
Mr. Seneff also has served, without Mr. Bourne, as a general partner of
two additional nonpublic real estate limited partnerships which raised a total
of $240,000 from 12 investors and purchased two office buildings with an
aggregate purchase price of $928,390. Both of the office buildings are located
in Florida.
Of the 90 real estate limited partnerships whose offerings had closed
as of June 30, 2000 (including 18 CNL Income Fund limited partnerships) in which
Mr. Seneff and/or Mr. Bourne serve or have served as general partners in the
past, 39 invested in restaurant properties leased on a "triple-net" basis,
including eight which also invested in franchised restaurant businesses
(accounting for approximately 93% of the total amount raised by all 90 real
estate limited partnerships).
The following table sets forth summary information, as of June 30,
2000, regarding property acquisitions by the 18 limited partnerships and the two
unlisted REITs .
<TABLE>
<CAPTION>
<S> <C>
Name of Type of Method of Type of
Entity Property Location Financing Program
------ -------- -------- --------- -------
CNL Income Fund, 22 fast-food or AL, AZ, CA, FL, GA, All cash Public
Ltd. family-style LA, MD, OK, PA, TX,
restaurants VA, WA
CNL Income Fund II, 50 fast-food or AL, AZ, CO, FL, GA, All cash Public
Ltd. family-style IL, IN, KS, LA, MI,
restaurants MN, MO, NC, NM, OH,
TN, TX, WA, WY
<PAGE>
Name of Type of Method of Type of
Entity Property Location Financing Program
------ -------- -------- --------- -------
CNL Income Fund 40 fast-food or AL, AZ, CA, CO, FL, All cash Public
III, Ltd. family-style GA, IA, IL, IN, KS,
restaurants KY, MD, MI, MN, MO,
NC, NE, OK, TX
CNL Income Fund IV, 47 fast-food or AL, DC, FL, GA, IL, All cash Public
Ltd. family-style IN, KS, MA, MD, MI,
restaurants MS, NC, OH, PA, TN,
TX, VA
CNL Income Fund V, 36 fast-food or AZ, FL, GA, IL, IN, All cash Public
Ltd. family-style MI, NH, NY, OH, SC,
restaurants TN, TX, UT, WA
CNL Income Fund VI, 60 fast-food or AR, AZ, CA, FL, GA, All cash Public
Ltd. family-style IL, IN, KS, MA, MI,
restaurants MN, NC, NE, NM, NY,
OH, OK, PA, TN, TX,
VA, WA, WY
CNL Income Fund 52 fast-food or AL, AZ, CO, FL, GA, All cash Public
VII, Ltd. family-style IN, LA, MI, MN, NC,
restaurants OH, PA, SC, TN, TX,
UT, WA
CNL Income Fund 43 fast-food or AZ, FL, IN, LA, MI, All cash Public
VIII, Ltd. family-style MN, NC, NY, OH, TN,
restaurants TX, VA
CNL Income Fund IX, 46 fast-food or AL, CA, CO, FL, GA, All cash Public
Ltd. family-style IL, IN, LA, MI, MN,
restaurants MS, NC, NH, NY, OH,
SC, TN, TX
CNL Income Fund X, 55 fast-food or AL, AZ, CA, CO, FL, All cash Public
Ltd. family-style ID, IL, LA, MI, MO,
restaurants MT, NC, NE, NH, NM,
NY, OH, PA, SC, TN,
TX, WA
CNL Income Fund XI, 44 fast-food or AL, AZ, CA, CO, CT, All cash Public
Ltd. family-style FL, KS, LA, MA, MI,
restaurants MS, NC, NH, NM, OH,
OK, PA, SC, TX, VA, WA
<PAGE>
Name of Type of Method of Type of
Entity Property Location Financing Program
------ -------- -------- --------- -------
CNL Income Fund 52 fast-food or AL, AZ, CA, FL, GA, All cash Public
XII, Ltd. family-style LA, MO, MS, NC, NM,
restaurants OH, SC, TN, TX, WA
CNL Income Fund 50 fast-food or AL, AR, AZ, CA, CO, All cash Public
XIII, Ltd. family-style FL, GA, IN, KS, LA,
restaurants MD, NC, OH, PA, SC,
TN, TX, VA
CNL Income Fund 68 fast-food or AL, AZ, CO, FL, GA, All cash Public
XIV, Ltd. family-style IL, KS, LA, MN, MO,
restaurants MS, NC, NJ, NV, OH,
SC, TN, TX, VA
CNL Income Fund XV, 57 fast-food or AL, CA, FL, GA, KS, All cash Public
Ltd. family-style KY, MN, MO, MS, NC,
restaurants NJ, NM, OH, OK, PA,
SC, TN, TX, VA
CNL Income Fund 49 fast-food or AZ, CA, CO, DC, FL, All cash Public
XVI, Ltd. family-style GA, ID, IN, KS, MN,
restaurants MO, NC, NM, NV, OH,
PA, TN, TX, UT, WI
CNL Income Fund 32 fast-food, CA, FL, GA, IL, IN, All cash Public
XVII, Ltd. family-style or MI, NC, NV, OH, SC,
casual-dining TN, TX, WA
restaurants
CNL Income Fund 26 fast-food, AZ, CA, FL, GA, IL, All cash Public
XVIII, Ltd. family-style or KY, MD, MN, NC, NV,
casual-dining NY, OH, PA, TN, TX, VA
restaurants
CNL American 703 fast-food, AL, AZ, CA, CO, CT, (1) Public REIT
Properties Fund, family-style or DE, FL, GA, IA, ID,
Inc. casual-dining IL, IN, KS, KY, LA,
restaurants MD, MI, MN, MO, MS,
NC, NE, NH, NJ, NM,
NV, NY, OH, OK, OR,
PA, RI, SC, TN, TX,
UT, VA, WA, WI, WV
CNL Hospitality 15 limited AZ, CA, CO, GA, MA, (2) Public REIT
Properties, Inc. service, extended NV, PA, TX, WA
stay or full
service hotels
</TABLE>
<PAGE>
---------------------
(1) As of March 31, 1999, all of APF's net offering proceeds had been
invested or committed for investment in properties and mortgage loans.
Since April 1, 1999, APF has used proceeds from its lines of credit and
other borrowing to acquire and develop properties and to fund mortgage
loans and secured equipment leases.
(2) In 1998, CHP used proceeds from its line of credit and net offering
proceeds to fund the acquisition of two of its properties. As of June 30,
2000, CHP had repaid amounts borrowed on its line of credit using
additional net offering proceeds. In 1999, CHP acquired an interest in
seven additional properties through CNL Hotel Investors, Inc. ("CHI"), a
real estate investment trust jointly owned by CHP and Five Arrows Realty
Securities II L.L.C. ("Five Arrows"). In connection with the acquisition
of these seven properties, CHI used proceeds from permanent financing, in
addition to net offering proceeds from CHP and cash contributions from
Five Arrows. In addition, CHP acquired a majority interest in a limited
liability company (the "LLC") that owns one property. In connection with
the acquisition of the property, the LLC used permanent financing to fund
part of the acquisition.
A more detailed description of the acquisitions by real estate limited
partnerships and the two unlisted REITs sponsored by Messrs. Bourne and Seneff
is set forth in prior performance Table VI, included in Part II of the
registration statement filed with the Securities and Exchange Commission for
this offering. A copy of Table VI is available to stockholders from the Company
upon request, free of charge. In addition, upon request to the Company, the
Company will provide, without charge, a copy of the most recent Annual Report on
Form 10-K filed with the Securities and Exchange Commission for CNL Income Fund,
Ltd., CNL Income Fund II, Ltd., CNL Income Fund III, Ltd., CNL Income Fund IV,
Ltd., CNL Income Fund V, Ltd., CNL Income Fund VI, Ltd., CNL Income Fund VII,
Ltd., CNL Income Fund VIII, Ltd., CNL Income Fund IX, Ltd., CNL Income Fund X,
Ltd., CNL Income Fund XI, Ltd., CNL Income Fund XII, Ltd., CNL Income Fund XIII,
Ltd., CNL Income Fund XIV, Ltd., CNL Income Fund XV, Ltd., CNL Income Fund XVI,
Ltd., CNL Income Fund XVII, Ltd., CNL Income Fund XVIII, Ltd., CNL American
Properties Fund, Inc. and CNL Hospitality Properties, Inc. as well as a copy,
for a reasonable fee, of the exhibits filed with such reports.
In order to provide potential purchasers of Shares in the Company with
information to enable them to evaluate the prior experience of the Messrs.
Seneff and Bourne as general partners of real estate limited partnerships and as
directors and officers of the two unlisted REITs, including those set forth in
the foregoing table, certain financial and other information concerning those
limited partnerships and the two unlisted REITs with investment objectives
similar to one or more of the Company's investment objectives, is provided in
the Prior Performance Tables included as Appendix C. Information about the
previous public partnerships, the offerings of which became fully subscribed
between July 1995 and June 2000, is included therein. Potential stockholders are
encouraged to examine the Prior Performance Tables attached as Appendix C (in
Table III), which include information as to the operating results of these prior
programs, for more detailed information concerning the experience of Messrs.
Seneff and Bourne.
INVESTMENT OBJECTIVES AND POLICIES
GENERAL
The Company's primary investment objectives are to preserve, protect,
and enhance the Company's assets while (i) making quarterly Distributions; (ii)
obtaining fixed income through the receipt of base rent, and increasing the
Company's income (and Distributions) and providing protection against inflation
through automatic fixed increases in base rent or increases in base rent based
on increases in consumer price indices over the terms of the leases, and
obtaining fixed income through the receipt of payments on Mortgage Loans and
Secured Equipment Leases; (iii) continuing to qualify as a REIT for federal
income tax purposes; and (iv) providing stockholders of the Company with
liquidity of their investment, either in whole or in part, within three to eight
years after commencement of this offering, through (a) Listing, or, (b) if
Listing does not occur within eight years after commencement of this offering
(December 31, 2008), the commencement of orderly Sales of the Company's assets,
outside the ordinary course of business and consistent with its objective of
qualifying as a REIT, and distribution of the proceeds thereof. The sheltering
from tax of income from other sources is not an objective of the Company. If the
Company is successful in achieving its investment and operating objectives, the
stockholders (other than tax-exempt entities) are likely to recognize taxable
income in each year. While there is no order of priority intended in the listing
of the Company's objectives, stockholders should realize that the ability of the
Company to meet these objectives may be severely handicapped by any lack of
diversification of the Company's investments and the terms of the leases.
The Company intends to meet its objectives through its investment
policies of (i) purchasing carefully selected, well-located Properties and
leasing them on a "triple-net" basis (which means that the tenant will be
responsible for paying the cost of all repairs, maintenance, property taxes, and
insurance) to operators of Health Care Facilities under leases generally
requiring the tenant to pay base annual rental with automatic fixed increases in
base rent or increases in base rent based on increases in consumer price indices
over the term of the lease, and (ii) offering Mortgage Loans and Secured
Equipment Leases to operators of Health Care Facilities.
In accordance with its investment policies, the Company intends to
invest in Properties whose tenants are operators of Health Care Facilities to be
selected by the Company, based upon recommendations by the Advisor. Although
there is no limit on the number of properties of a particular operator of Health
Care Facilities which the Company may acquire, the Company currently does not
expect to acquire a Property if the Board of Directors, including a majority of
the Independent Directors, determines that the acquisition would adversely
affect the Company in terms of geographic, property type or chain
diversification. Potential Mortgage Loan borrowers and Secured Equipment Lease
lessees or borrowers will similarly be operators of Health Care Facilities
selected by the Company, following the Advisor's recommendations. The Company
has undertaken, consistent with its objective of qualifying as a REIT for
federal income tax purposes, to ensure that the value of all Secured Equipment
Leases, in the aggregate, will not exceed 25% of the Company's total assets,
while Secured Equipment Leases to any single lessee or borrower, in the
aggregate, will not exceed 5% of the Company's total assets. It is intended that
investments will be made in Properties, Mortgage Loans and Secured Equipment
Leases in various locations in an attempt to achieve diversification and thereby
minimize the effect of changes in local economic conditions and certain other
risks. The extent of such diversification, however, depends in part upon the
amount raised in the offering and the purchase price of each Property. See
"Estimated Use of Proceeds" and "Risk Factors -- Real Estate and Other
Investment Risks -- Possible lack of diversification increases the risk of
investment." For a more complete description of the manner in which the
structure of the Company's business, including its investment policies, will
facilitate the Company's ability to meet its investment objectives, see the
"Business" section.
The investment objectives of the Company may not be changed without the
approval of stockholders owning a majority of the shares of outstanding Common
Stock. The Bylaws of the Company require the Independent Directors to review the
Company's investment policies at least annually to determine that the policies
are in the best interests of the stockholders. The determination shall be set
forth in the minutes of the Board of Directors along with the basis for such
determination. The Directors (including a majority of the Independent Directors)
have the right, without a stockholder vote, to alter the Company's investment
policies but only to the extent consistent with the Company's investment
objectives and investment limitations. See "-- Certain Investment Limitations,"
below.
CERTAIN INVESTMENT LIMITATIONS
In addition to other investment restrictions imposed by the Directors
from time to time, consistent with the Company's objective of qualifying as a
REIT, the Articles of Incorporation or the Bylaws provide for the following
limitations on the Company's investments.
1. Not more than 10% of the Company's total assets shall be invested in
unimproved real property or mortgage loans on unimproved real property. For
purposes of this paragraph, "unimproved real property" does not include any
Property under construction, under contract for development or planned for
development within one year.
2. The Company shall not invest in commodities or commodity future
contracts. This limitation is not intended to apply to interest rate futures,
when used solely for hedging purposes.
3. The Company shall not invest in or make Mortgage Loans unless an
appraisal is obtained concerning the underlying property. Mortgage indebtedness
on any property shall not exceed such property's appraised value. In cases in
which a majority of Independent Directors so determine, and in all cases in
which the Mortgage Loan involves the Advisor, Directors, or Affiliates, such
appraisal must be obtained from an independent expert concerning the underlying
property. Such appraisal shall be maintained in the Company's records for at
least five years, and shall be available for inspection and duplication by any
stockholder. In addition to the appraisal, a mortgagee's or owner's title
insurance policy or commitment as to the priority of the mortgage or condition
of the title must be obtained. The Company may not invest in real estate
contracts of sale otherwise known as land sale contracts.
4. The Company may not make or invest in Mortgage Loans, including
construction loans, on any one Property if the aggregate amount of all mortgage
loans outstanding on the Property, including the loans of the Company, would
exceed an amount equal to 85% of the appraised value of the Property as
determined by appraisal unless substantial justification exists because of the
presence of other underwriting criteria. For purposes of this subsection, the
"aggregate amount of all mortgage loans outstanding on the Property, including
the loans of the Company" shall include all interest (excluding contingent
participation in income and/or appreciation in value of the mortgaged property),
the current payment of which may be deferred pursuant to the terms of such
loans, to the extent that deferred interest on each loan exceeds 5% per annum of
the principal balance of the loan.
5. The Company may not invest in indebtedness ("Junior Debt") secured
by a mortgage on real property which is subordinate to the lien or other
indebtedness ("Senior Debt"), except where the amount of such Junior Debt, plus
the outstanding amount of the Senior Debt, does not exceed 90% of the appraised
value of such property, if after giving effect thereto, the value of all such
investments of the Company (as shown on the books of the Company in accordance
with generally accepted accounting principles after all reasonable reserves but
before provision for depreciation) would not then exceed 25% of the Company's
Net Assets. The value of all investments in Junior Debt of the Company which
does not meet the aforementioned requirements is limited to 10% of the Company's
tangible assets (which is included within the 25% limitation).
6. The Company may not engage in any short sale, or borrow, on an
unsecured basis, if such borrowing will result in an asset coverage of less than
300%, except that such borrowing limitation shall not apply to a first mortgage
trust. "Asset coverage," for the purpose of this section, means the ratio which
the value of the total assets of an issuer, less all liabilities and
indebtedness except indebtedness for unsecured borrowings, bears to the
aggregate amount of all unsecured borrowings of such issuer.
7. The Company may not incur any indebtedness which would result in an
aggregate amount of Leverage in excess of 300% of Net Assets.
8. The Company may not make or invest in any mortgage loans that are
subordinate to any mortgage, other indebtedness or equity interest of the
Advisor, the Directors, or Affiliates of the Company.
9. The Company will not invest in equity securities unless a majority
of the Directors (including a majority of Independent Directors) not otherwise
interested in such transaction approve the transaction as being fair,
competitive, and commercially reasonable and determine that the transaction will
not jeopardize the Company's ability to qualify and remain qualified as a REIT.
Investments in entities affiliated with the Advisor, a Director, the Company, or
Affiliates thereof are subject to the restrictions on joint venture investments.
In addition, the Company shall not invest in any security of any entity holding
investments or engaging in activities prohibited by the Company's Articles of
Incorporation.
10. The Company will not issue (i) equity securities redeemable solely
at the option of the holder (except that stockholders may offer their Shares to
the Company as described under "Redemption of Shares,"); (ii) debt securities
unless the historical debt service coverage (in the most recently completed
fiscal year), as adjusted for known charges, is sufficient to service that
higher level of debt properly; (iii) Shares on a deferred payment basis or under
similar arrangements; (iv) non-voting or assessable securities; or (v) options,
warrants, or similar evidences of a right to buy its securities (collectively,
"Options") unless (1) issued to all of its stockholders ratably, (2) as part of
a financing arrangement, or (3) as part of a stock option plan available to
Directors, officers, or employees of the Company or the Advisor. Options may not
be issued to the Advisor, Directors or any Affiliate thereof except on the same
terms as such Options are sold to the general public. Options may be issued to
persons other than the Advisor, Directors or any Affiliate thereof but not at
exercise prices less than the fair market value of the underlying securities on
the date of grant and not for consideration that, in the judgment of the
Independent Directors, has a market value less than the value of such Option on
the date of grant. Options issuable to the Advisor, Directors or any Affiliate
thereof shall not exceed 10% of the outstanding Shares on the date of grant.
11. A majority of the Directors shall authorize the consideration to be
paid for each Property, based on the fair market value of the Property. If a
majority of the Independent Directors determine, or if the Property is acquired
from the Advisor, a Director, or Affiliates thereof, such fair market value
shall be determined by an Independent Expert selected by the Independent
Directors.
12. The Company will not engage in underwriting or the agency
distribution of securities issued by others or in trading, as compared to
investment activities.
13. The Company will not invest in real estate contracts of sale unless
such contracts of sale are in recordable form and appropriately recorded in the
chain of title.
14. The Company will not invest in any foreign currency or bullion or
engage in short sales.
15. The Company will not issue senior securities except notes to banks
and other lenders and preferred shares.
16. The Company will not make loans to the Advisor or its Affiliates,
except (A) mortgage loans subject to the restrictions governing mortgage loans
in the Articles of Incorporation (including the requirement to obtain an
appraisal from an independent expert) or (B) to wholly owned subsidiaries of the
Company.
17. The Company will not operate so as to be classified as an
"investment company" under the Investment Company Act of 1940, as amended.
18. The Company will not make any investment that the Company believes
will be inconsistent with its objective of qualifying as a REIT.
The foregoing limitations may not be modified or eliminated without the
approval of a majority of the shares of outstanding Common Stock.
Except as set forth above or elsewhere in this Prospectus, the Company
does not intend to issue senior securities; borrow money; make loans to other
persons; invest in the securities of other issuers for the purpose of exercising
control; underwrite securities of other issuers; engage in the purchase and sale
(or turnover) of investments; offer securities in exchange for property,
repurchase or otherwise reacquire its shares or other securities; or make annual
or other reports to security holders. The Company evaluates investments in
Mortgage Loans on an individual basis and does not have a standard turnover
policy with respect to such investments.
DISTRIBUTION POLICY
GENERAL
In order to qualify as a REIT for federal income tax purposes, among
other things, the Company must make distributions each taxable year (not
including any return of capital for federal income tax purposes) equal to at
least 95% of its real estate investment trust taxable income (90% in 2001 and
thereafter), although the Board of Directors, in its discretion, may increase
that percentage as it deems appropriate. See "Federal Income Tax Considerations
-- Taxation of the Company -- Distribution Requirements." The declaration of
Distributions is within the discretion of the Board of Directors and depends
upon the Company's distributable funds, current and projected cash requirements,
tax considerations and other factors.
DISTRIBUTIONS
The following table reflects total Distributions and total
Distributions per Share declared by the Company during each month since the
Company commenced operations.
Total Distributions
Month Distributions per Share
-------------------- -------------- ---------------
August 1999 $ 7,422 $0.025
September 1999 9,038 0.025
October 1999 10,373 0.025
November 1999 11,289 0.025
December 1999 12,282 0.025
January 2000 13,501 0.025
February 2000 14,530 0.025
March 2000 15,562 0.025
April 2000 24,822 0.037
May 2000 40,804 0.058
June 2000 43,306 0.058
July 2000 50,847 0.058
August 2000 53,716 0.058
The Company intends to continue to make regular Distributions to
stockholders. Distributions will be made to those stockholders who are
stockholders as of the record date selected by the Directors. Currently,
Distributions are declared monthly and paid quarterly during the offering
period. In addition, Distributions are expected to be declared monthly and paid
quarterly during any subsequent offering, and declared and paid quarterly
thereafter. However, in the future, the Board of Directors, in its discretion,
may determine to declare Distributions on a daily basis during the offering
period. The Company is required to distribute annually at least 95% of its real
estate investment trust taxable income (90% in 2001 and thereafter) to maintain
its objective of qualifying as a REIT. Generally, income distributed will not be
taxable to the Company under federal income tax laws if the Company complies
with the provisions relating to qualification as a REIT. If the cash available
to the Company is insufficient to pay such Distributions, the Company may obtain
the necessary funds by borrowing, issuing new securities or selling Assets.
These methods of obtaining funds could affect future Distributions by increasing
operating costs. To the extent that Distributions to stockholders exceed
earnings and profits, such amounts constitute a return capital for federal
income tax purposes, although such Distributions might not reduce stockholders'
aggregate Invested Capital. Distributions in kind shall not be permitted, except
for distributions of readily marketable securities; distributions of beneficial
interests in a liquidating trust established for the dissolution of the Company
and the liquidation of its assets in accordance with the terms of the Articles
of Incorporation; or distributions of in-kind property as long as the Directors
(i) advise each stockholder of the risks associated with direct ownership of the
property; (ii) offer each stockholder the election of receiving in-kind property
distributions; and (iii) distribute in-kind property only to those stockholders
who accept the Directors' offer.
For the six months ended June 30, 2000 and the period July 13, 1999
(the date operations of the Company commenced) through December 31, 1999, 100%
of the Distributions declared and paid were considered to be ordinary income for
federal income tax purposes. No amounts distributed to stockholders for the
periods presented are required to be or have been treated by the Company as a
return of capital for purposes of calculating the Stockholders' 8% Return on
Invested Capital. Due to the fact that the Company had only acquired one
Property and was still in the offering stage as of June 30, 2000, the
characterization of Distributions for federal income tax purposes is not
necessarily considered by management to be representative of the
characterization of Distributions in future periods. In addition, the
characterization for tax purposes of Distributions declared for the six months
ended June 30, 2000 may not be indicative of the results that may be expected
for the year ending December 31, 2000.
Distributions will be made at the discretion of the Directors,
depending primarily on net cash from operations (which includes cash received
from tenants except to the extent that such cash represents a return of
principal in regard to the lease of a Property consisting of building only,
distributions from joint ventures, and interest income from lessees of Equipment
and borrowers under Mortgage Loans, less expenses paid) and the general
financial condition of the Company, subject to the obligation of the Directors
to cause the Company to qualify and remain qualified as a REIT for federal
income tax purposes. The Company intends to increase Distributions in accordance
with increases in net cash from operations.
SUMMARY OF THE
ARTICLES OF INCORPORATION AND BYLAWS
GENERAL
The Company is organized as a corporation under the laws of the State
of Maryland. As a Maryland corporation, the Company is governed by the Maryland
General Corporation Law. Maryland corporate law deals with a variety of matters
regarding Maryland corporations, including liabilities of the Company,
stockholders, directors, and officers, the amendment of the Articles of
Incorporation, and mergers of a Maryland corporation with other entities. Since
many matters are not addressed by Maryland corporate law, it is customary for a
Maryland corporation to address these matters through provisions in its Articles
of Incorporation.
The Articles of Incorporation and the Bylaws of the Company contain
certain provisions that could make it more difficult to acquire control of the
Company by means of a tender offer, a proxy contest, or otherwise. These
provisions are expected to discourage certain types of coercive takeover
practices and inadequate takeover bids and to encourage persons seeking to
acquire control of the Company to negotiate first with its Board of Directors.
The Company believes that these provisions increase the likelihood that
proposals initially will be on more attractive terms than would be the case in
their absence and facilitate negotiations which may result in improvement of the
terms of an initial offer.
The Articles of Incorporation also permit Listing by the Board of
Directors after completion or termination of this offering.
The discussion below sets forth material provisions of governing laws,
instruments and guidelines applicable to the Company. For more complete
provisions, reference is made to the Maryland General Corporation Law, the
guidelines for REITs published by the North American Securities Administrators
Association and the Company's Articles of Incorporation and Bylaws.
DESCRIPTION OF CAPITAL STOCK
General. The Company has authorized a total of 206,000,000 shares of
capital stock, consisting of 100,000,000 shares of Common Stock, $0.01 par value
per share, 3,000,000 shares of Preferred Stock ("Preferred Stock"), and
103,000,000 additional shares of excess stock ("Excess Shares"), $0.01 par value
per share. Of the 103,000,000 Excess Shares, 100,000,000 are issuable in
exchange for Common Stock and 3,000,000 are issuable in exchange for Preferred
Stock as described below at "Restriction of Ownership." As of August 3, 2000,
the Company had 921,376 Shares of Common Stock outstanding (including 20,000
Shares issued to the Advisor prior to the commencement of the Initial Offering
and 5,046 Shares issued pursuant to the Reinvestment Plan) and no Preferred
Stock or Excess Shares outstanding. The Board of Directors may determine to
engage in future offerings of Common Stock of up to the number of unissued
authorized shares of Common Stock available.
The Company will not issue share certificates except to stockholders
who make a written request to the Company. Each stockholder's investment will be
recorded on the books of the Company, and information concerning the
restrictions and rights attributable to Shares (whether in connection with an
initial issuance or a transfer) will be sent to the stockholder receiving Shares
in connection with an issuance or transfer. A stockholder wishing to transfer
his or her Shares will be required to send only an executed form to the Company,
and the Company will provide the required form upon a stockholder's request. The
executed form and any other required documentation must be received by the
Company on or before the 15th of the month for the transfer to be effective the
following month. Subject to restrictions in the Articles of Incorporation,
transfers of Shares shall be effective, and the transferee of the Shares will be
recognized as the holder of such Shares as of the first day of the following
month on which the Company receives properly executed documentation.
Stockholders who are residents of New York may not transfer fewer than 250
shares at any time.
Stockholders have no preemptive rights to purchase or subscribe for
securities that the Company may issue subsequently. Each Share is entitled to
one vote per Share, and Shares do not have cumulative voting rights. The
stockholders are entitled to Distributions in such amounts as may be declared by
the Board of Directors from time to time out of funds legally available for such
payments and, in the event of liquidation, to share ratably in any assets of the
Company remaining after payment in full of all creditors.
All of the Shares offered hereby will be fully paid and nonassessable
when issued.
The Articles of Incorporation authorize the Board of Directors to
designate and issue from time to time one or more classes or series of Preferred
Shares without stockholder approval. The Board of Directors may determine the
relative rights, preferences, and privileges of each class or series of
Preferred Stock so issued. The issuance of Preferred Shares shall be approved by
a majority of the Independent Directors who do not have any interest in the
transactions and who have access, at the expense of the Company, to the
Company's or independent legal counsel. Because the Board of Directors has the
power to establish the preferences and rights of each class or series of
Preferred Stock, it may afford the holders of any series or class of Preferred
Stock preferences, powers, and rights senior to the rights of holders of Common
Stock; however, the voting rights for each share of Preferred Stock shall not
exceed voting rights which bear the same relationship to the voting rights of
the Shares as the consideration paid to the Company for each share of Preferred
Stock bears to the book value of the Shares on the date that such Preferred
Stock is issued. The issuance of Preferred Stock could have the effect of
delaying or preventing a change in control of the Company. The Board of
Directors has no present plans to issue any Preferred Stock.
Similarly, the voting rights per share of equity securities of the
Company (other than the publicly held equity securities of the Company) sold in
a private offering shall not exceed the voting rights which bear the same
relationship to the voting rights of the publicly held equity securities as the
consideration paid to the Company for each privately offered Company share bears
to the book value of each outstanding publicly held equity security. The Board
of Directors currently has no plans to offer equity securities of the Company in
a private offering.
For a description of the characteristics of the Excess Shares, which
differ from Common Stock and Preferred Stock in a number of respects, including
voting and economic rights, see "--Restriction of Ownership," below.
BOARD OF DIRECTORS
The Articles of Incorporation provide that the number of Directors of
the Company cannot be less than three nor more than 15. A majority of the Board
of Directors will be Independent Directors. See "Management -- Independent
Directors." Each Director, other than a Director elected to fill the unexpired
term of another Director, will be elected at each annual meeting or at any
special meeting of the stockholders called for that purpose, by a majority of
the shares of Common Stock present in person or by proxy and entitled to vote.
Independent Directors will nominate replacements for vacancies among the
Independent Directors. Under the Articles of Incorporation, the term of office
for each Director will be one year, expiring each annual meeting of
stockholders; however, nothing in the Articles of Incorporation prohibits a
director from being reelected by the stockholders. The Directors may not (a)
amend the Articles of Incorporation, except for amendments which do not
adversely affect the rights, preferences and privileges of stockholders; (b)
sell all or substantially all of the Company's assets other than in the ordinary
course of business or in connection with liquidation and dissolution; (c) cause
the merger or other reorganization of the Company; or (d) dissolve or liquidate
the Company, other than before the initial investment in property. The Directors
may establish such committees as they deem appropriate (provided that the
majority of the members of each committee are Independent Directors).
STOCKHOLDER MEETINGS
An annual meeting will be held for the purpose of electing Directors
and for the transaction of such other business as may come before the meeting,
and will be held not less than 30 days after delivery of the annual report.
Under the Company's Bylaws, a special meeting of stockholders may be called by
the chief executive officer, a majority of the Directors, or a majority of the
Independent Directors. Special meetings of the stockholders also shall be called
by an officer of the Company upon the written request of stockholders holding in
the aggregate not less than 10% of the outstanding Common Stock entitled to vote
at such meeting. Upon receipt of such a written request, either in person or by
mail, stating the purpose or purposes of the meeting, the Company shall provide
all stockholders, within ten days of receipt of the written request, written
notice, either in person or by mail, of a meeting and its purpose. Such meeting
will be held not less than fifteen nor more than sixty days after distribution
of the notice, at a time and place specified in the request, or if none is
specified, at a time and place convenient to stockholders.
At any meeting of stockholders, each stockholder is entitled to one
vote per share of Common Stock owned of record on the applicable record date. In
general, the presence in person or by proxy of 50% of the shares of Common Stock
then outstanding shall constitute a quorum, and the majority vote of the shares
of Common Stock present in person or by proxy will be binding on all the
stockholders of the Company.
ADVANCE NOTICE FOR STOCKHOLDER NOMINATIONS FOR
DIRECTORS AND PROPOSALS OF NEW BUSINESS
The Bylaws of the Company require notice at least 60 days and not more
than 90 days before the anniversary of the prior annual meeting of stockholders
in order for a stockholder to (a) nominate a Director, or (b) propose new
business other than pursuant to the notice of the meeting or by, or on behalf
of, the Directors. The Bylaws contain a similar notice requirement in connection
with nominations for Directors at a special meeting of stockholders called for
the purpose of electing one or more Directors. Accordingly, failure to comply
with the notice provisions will make stockholders unable to nominate Directors
or propose new business.
AMENDMENTS TO THE ARTICLES OF INCORPORATION
Pursuant to the Company's Articles of Incorporation, the Directors can
amend the Articles of Incorporation by a two-thirds majority from time to time
if necessary in order to qualify initially or in order to continue to qualify as
a REIT. Except as set forth above, the Articles of Incorporation may be amended
only by the affirmative vote of a majority, and, in some cases a two-thirds
majority, of the shares of Common Stock outstanding and entitled to vote. The
stockholders may vote to amend the Articles of Incorporation, terminate or
dissolve the Company or remove one or more Directors without necessity for
concurrence by the Board of Directors.
MERGERS, COMBINATIONS AND SALE OF ASSETS
A merger, combination, sale, or other disposition of all or
substantially all of the Company's assets other than in the ordinary course of
business must be approved by the Directors and a majority of the shares of
Common Stock outstanding and entitled to vote. In addition, any such transaction
involving an Affiliate of the Company or the Advisor also must be approved by a
majority of the Directors (including a majority of the Independent Directors)
not otherwise interested in such transaction as fair and reasonable to the
Company and on terms and conditions not less favorable to the Company than those
available from unaffiliated third parties.
The Maryland Business Combinations Statute provides that certain
business combinations (including mergers, consolidations, share exchanges or, in
certain circumstances, asset transfers or issuances or reclassifications of
equity securities) between a Maryland corporation and any person who
beneficially owns 10% or more of the voting power of such corporation's shares
or an affiliate of such corporation who, at any time within the two-year period
prior to the date in question, was the beneficial owner of 10% or more of the
voting power of the then-outstanding voting shares of such corporation (an
"Interested Stockholder") or an affiliate thereof, are prohibited for five years
after the most recent date on which the Interested Stockholder became an
Interested Stockholder. Thereafter, any such business combination must be
recommended by the board of directors of such corporation and approved by the
affirmative vote of at least (i) 80% of the votes entitled to be cast by holders
of outstanding shares of voting stock of the corporation and (ii) two-thirds of
the votes entitled to be cast by holders of voting shares of such corporation
other than shares held by the Interested Stockholder with whom (or with whose
affiliate) the business combination is to be effected, unless, among other
conditions, the corporation's common stockholders receive a minimum price (as
determined by statute) for their shares and the consideration is received in
cash or in the same form as previously paid by the Interested Stockholder for
its shares.
Section 2.8 of the Articles of Incorporation provides that the
prohibitions and restrictions set forth in the Maryland Business Combinations
Statute are inapplicable to any business combination between the Company and any
person. Consequently, business combinations between the Company and Interested
Stockholders can be effected upon the affirmative vote of a majority of the
outstanding Shares entitled to vote thereon and do not require the approval of a
supermajority of the outstanding Shares held by disinterested stockholders.
CONTROL SHARE ACQUISITIONS
The Maryland Control Share Acquisition Statute provides that control
shares of a Maryland corporation acquired in a control share acquisition have no
voting rights except to the extent approved by a vote of two-thirds of the votes
entitled to be cast on the matter, excluding shares owned by the acquiror,
officers or directors who are employees of the corporation. Control Shares are
shares which, if aggregated with all other shares of the corporation previously
acquired by the acquiror, or in respect of which the acquiror is able to
exercise or direct the exercise of voting power (except solely by virtue of a
revocable proxy), would entitle the acquiror to exercise voting power in
electing directors of such corporation within one of the following ranges of
voting power: (i) one-fifth or more but less than one-third, (ii) one-third or
more but less than a majority, or (iii) a majority or more of all voting power.
Control Shares do not include shares the acquiring person is entitled to vote as
a result of having previously obtained stockholder approval. A control share
acquisition means the acquisition of control shares, subject to certain
exceptions.
<PAGE>
Section 2.9 of the Articles of Incorporation provides that the Maryland
Control Share Acquisition Statute is inapplicable to any acquisition of
securities of the Company by any person. Consequently, in instances where the
Board of Directors otherwise waives or modifies restrictions relating to the
ownership and transfer of securities of the Company or such restrictions are
otherwise removed, control shares of the Company will have voting rights,
without having to obtain the approval of a supermajority of the outstanding
Shares eligible to vote thereon.
TERMINATION OF THE COMPANY AND REIT STATUS
The Articles of Incorporation provide for the voluntary termination and
dissolution of the Company by the affirmative vote of a majority of the shares
of Common Stock outstanding and entitled to vote at a meeting called for that
purpose. In addition, the Articles of Incorporation permit the stockholders to
terminate the status of the Company as a REIT under the Code only by the
affirmative vote of the holders of a majority of the shares of Common Stock
outstanding and entitled to vote.
Under the Articles of Incorporation, the Company automatically will
terminate and dissolve on December 31, 2008, unless Listing occurs, in which
event the Company automatically will become a perpetual life entity.
RESTRICTION OF OWNERSHIP
To qualify as a REIT under the Code (i) not more than 50% of the value
of the REIT's outstanding stock may be owned, directly or indirectly (applying
certain attribution rules), by five or fewer individuals (as defined in the Code
to include certain entities) during the last half of a taxable year, (ii) the
REIT's stock must be beneficially owned (without reference to any attribution
rules) by 100 or more persons during at least 335 days of a taxable year of 12
months or during a proportionate part of a shorter taxable year; and (iii)
certain other requirements must be satisfied. See "Federal Income Tax
Considerations -- Taxation of the Company."
To ensure that the Company satisfies these requirements, the Articles
of Incorporation restrict the direct or indirect ownership (applying certain
attribution rules) of shares of Common Stock and Preferred Stock by any Person
(as defined in the Articles of Incorporation) to no more than 9.8% of the
outstanding shares of such Common Stock or 9.8% of any series of Preferred
Shares (the "Ownership Limit"). However, the Articles of Incorporation provide
that this Ownership Limit may be modified, either entirely or with respect to
one or more Persons, by a vote of a majority of the Directors, if such
modification does not jeopardize the Company's status as a REIT. As a condition
of such modification, the Board of Directors may require opinions of counsel
satisfactory to it and/or an undertaking from the applicant with respect to
preserving the status of the Company as a REIT.
It is the responsibility of each Person (as defined in the Articles of
Incorporation) owning (or deemed to own) more than 5% of the outstanding shares
of Common Stock or any series of outstanding Preferred Stock to give the Company
written notice of such ownership. In addition, to the extent deemed necessary by
the Directors, the Company can demand that each stockholder disclose to the
Company in writing all information regarding the Beneficial and Constructive
Ownership (as such terms are defined in the Articles of Incorporation) of the
Common Stock and Preferred Stock.
If the ownership, transfer or acquisition of shares of Common or
Preferred Stock, or change in capital structure of the Company or other event or
transaction would result in (i) any Person owning (applying certain attribution
rules) Common Stock or Preferred Stock in excess of the Ownership Limit, (ii)
fewer than 100 Persons owning the Common Stock and Preferred Stock, (iii) the
Company being "closely held" within the meaning of section 856(h) of the Code,
or (iv) the Company failing any of the gross income requirements of section
856(c) of the Code or otherwise failing to qualify as a REIT, then the
ownership, transfer, or acquisition, or change in capital structure or other
event or transaction that would have such effect will be void as to the
purported transferee or owner, and the purported transferee or owner will not
have or acquire any rights to the Common Stock and/or Preferred Stock, as the
case may be, to the extent required to avoid such a result. Common Stock or
Preferred Stock owned, transferred or proposed to be transferred in excess of
the Ownership Limit or which would otherwise jeopardize the Company's status as
a REIT will automatically be converted to Excess Shares. A holder of Excess
Shares is not entitled to Distributions, voting rights, and other benefits with
respect to such shares except for the right to payment of the purchase price for
the shares (or, in the case of a devise or gift or similar event which results
in the issuance of Excess Shares, the fair market value at the time of such
devise or gift or event) and the right to certain distributions upon
liquidation. Any Distribution paid to a proposed transferee or holder of Excess
Shares shall be repaid to the Company upon demand. Excess Shares shall be
subject to repurchase by the Company at its election. The purchase price of any
Excess Shares shall be equal to the lesser of (a) the price paid in such
purported transaction (or, in the case of a devise or gift or similar event
resulting in the issuance of Excess Shares, the fair market value at the time of
such devise or gift or event), or (b) the fair market value of such Shares on
the date on which the Company or its designee determines to exercise its
repurchase right. If the foregoing transfer restrictions are determined to be
void or invalid by virtue of any legal decision, statute, rule or regulation,
then the purported transferee of any Excess Shares may be deemed, at the option
of the Company, to have acted as an agent on behalf of the Company in acquiring
such Excess Shares and to hold such Excess Shares on behalf of the Company.
For purposes of the Articles of Incorporation, the term "Person" shall
mean an individual, corporation, partnership, estate, trust (including a trust
qualified under Section 401(a) or 501(c)(17) of the Code), a portion of a trust
permanently set aside to be used exclusively for the purposes described in
Section 642(c) of the Code, association, private foundation within the meaning
of Section 509(a) of the Code, joint stock company or other entity, or a group
as that term is used for purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended; but does not include (i) CNL Retirement Corp., during
the period ending on December 31, 1998, or (ii) an underwriter which
participated in a public offering of Shares for a period of sixty (60) days
following the purchase by such underwriter of Shares therein, provided that the
foregoing exclusions shall apply only if the ownership of such Shares by CNL
Retirement Corp. or an underwriter would not cause the Company to fail to
qualify as a REIT by reason of being "closely held" within the meaning of
Section 856(a) of the Code or otherwise cause the Company to fail to qualify as
a REIT.
RESPONSIBILITY OF DIRECTORS
Directors serve in a fiduciary capacity and shall have a fiduciary duty
to the stockholders of the Company, which duty shall include a duty to supervise
the relationship of the Company with the Advisor. See "Management -- Fiduciary
Responsibilities of the Board of Directors."
LIMITATION OF LIABILITY AND INDEMNIFICATION
Pursuant to Maryland corporate law and the Company's Articles of
Incorporation, the Company is required to indemnify and hold harmless a present
or former Director, officer, Advisor, or Affiliate and may indemnify and hold
harmless a present or former employee or agent of the Company (the "Indemnitee")
against any or all losses or liabilities reasonably incurred by the Indemnitee
in connection with or by reason of any act or omission performed or omitted to
be performed on behalf of the Company while a Director, officer, Advisor,
Affiliate, employee, or agent and in such capacity, provided, that the
Indemnitee has determined, in good faith, that the act or omission which caused
the loss or liability was in the best interests of the Company. The Company will
not indemnify or hold harmless the Indemnitee if: (i) the loss or liability was
the result of negligence or misconduct, or if the Indemnitee is an Independent
Director, the loss or liability was the result of gross negligence or willful
misconduct, (ii) the act or omission was material to the loss or liability and
was committed in bad faith or was the result of active or deliberate dishonesty,
(iii) the Indemnitee actually received an improper personal benefit in money,
property, or services, (iv) in the case of any criminal proceeding, the
Indemnitee had reasonable cause to believe that the act or omission was
unlawful, or (v) in a proceeding by or in the right of the Company, the
Indemnitee shall have been adjudged to be liable to the Company. In addition,
the Company will not provide indemnification for any loss or liability arising
from an alleged violation of federal or state securities laws unless one or more
of the following conditions are met: (i) there has been a successful
adjudication on the merits of each count involving alleged securities law
violations as to the particular Indemnitee; (ii) such claims have been dismissed
with prejudice on the merits by a court of competent jurisdiction as to the
particular Indemnitee; or (iii) a court of competent jurisdiction approves a
settlement of the claims against a particular Indemnitee and finds that
indemnification of the settlement and the related costs should be made, and the
court considering the request for indemnification has been advised of the
position of the Securities and Exchange Commission and of the published position
of any state securities regulatory authority in which securities of the Company
were offered or sold as to indemnification for violations of securities laws.
Pursuant to its Articles of Incorporation, the Company is required to pay or
reimburse reasonable expenses incurred by a present or former Director, officer,
Advisor or Affiliate and may pay or reimburse reasonable expenses incurred by
any other Indemnitee in advance of final disposition of a proceeding if the
following are satisfied: (i) the Indemnitee was made a party to the proceeding
by reasons of his or her service as a Director, officer, Advisor, Affiliate,
employee or agent of the Company, (ii) the Indemnitee provides the Company with
written affirmation of his or her good faith belief that he or she has met the
standard of conduct necessary for indemnification by the Company as authorized
by the Articles of Incorporation, (iii) the Indemnitee provides the Company with
a written agreement to repay the amount paid or reimbursed by the Company,
together with the applicable legal rate of interest thereon, if it is ultimately
determined that the Indemnitee did not comply with the requisite standard of
conduct, and (iv) the legal proceeding was initiated by a third party who is not
a stockholder or, if by a stockholder of the Company acting in his or her
capacity as such, a court of competent jurisdiction approves such advancement.
The Company's Articles of Incorporation further provide that any
indemnification, payment, or reimbursement of the expenses permitted by the
Articles of Incorporation will be furnished in accordance with the procedures in
Section 2-418 of the Maryland General Corporation Law.
Any indemnification may be paid only out of Net Assets of the Company,
and no portion may be recoverable from the stockholders.
There are certain defenses under Maryland law available to the
Directors, officers and the Advisor in the event of a stockholder action against
them. One such defense is the "business judgment rule." A Director, officer or
the Advisor can argue that he or she performed the action giving rise to the
stockholder's action in good faith and in a manner he or she reasonably believed
to be in the best interests of the Company, and with such care as an ordinarily
prudent person in a like position would have used under similar circumstances.
The Directors, officers and the Advisor are also entitled to rely on
information, opinions, reports or records prepared by experts (including
accountants, consultants, counsel, etc.) who were selected with reasonable care.
However, the Directors, officers and the Advisor may not invoke the business
judgment rule to further limit the rights of the stockholders to access records
as provided in the Articles of Incorporation.
The Company has entered into indemnification agreements with each of
the Company's officers and Directors. The indemnification agreements require,
among other things, that the Company indemnify its officers and Directors to the
fullest extent permitted by law, and advance to the officers and Directors all
related expenses, subject to reimbursement if it is subsequently determined that
indemnification is not permitted. In accordance with these agreements, the
Company must indemnify and advance all expenses reasonably incurred by officers
and Directors seeking to enforce their rights under the indemnification
agreements. The Company also must cover officers and Directors under the
Company's directors' and officers' liability insurance. Although these
indemnification agreements offer substantially the same scope of coverage
afforded by the indemnification provisions in the Articles of Incorporation and
the Bylaws, it provides greater assurance to Directors and officers that
indemnification will be available because these contracts cannot be modified
unilaterally by the Board of Directors or by the stockholders.
REMOVAL OF DIRECTORS
Under the Articles of Incorporation, a Director may resign or be
removed with or without cause by the affirmative vote of a majority of the
capital stock of the Company outstanding and entitled to vote.
INSPECTION OF BOOKS AND RECORDS
The Advisor will keep, or cause to be kept, on behalf of the Company,
full and true books of account on an accrual basis of accounting, in accordance
with generally accepted accounting principles. All of such books of account,
together with all other records of the Company, including a copy of the Articles
of Incorporation and any amendments thereto, will at all times be maintained at
the principal office of the Company, and will be open to inspection,
examination, and, for a reasonable charge, duplication upon reasonable notice
and during normal business hours by a stockholder or his agent. Stockholders
will also have access to the books of account and records of CNL Retirement
Partners, LP to the same extent that they have access to the books of account
and records of the Company.
As a part of its books and records, the Company will maintain at its
principal office an alphabetical list of names of stockholders, along with their
addresses and telephone numbers and the number of Shares held by each
stockholder. Such list shall be updated at least quarterly and shall be
available for inspection at the Company's home office by a stockholder or his or
her designated agent upon such stockholder's request. Such list also shall be
mailed to any stockholder requesting the list within 10 days of a request. The
copy of the stockholder list shall be printed in alphabetical order, on white
paper, and in readily readable type size that is not smaller than 10-point type.
The Company may impose a reasonable charge for expenses incurred in reproducing
such list. The list may not be sold or used for commercial purposes.
If the Advisor or Directors neglect or refuse to exhibit, produce or
mail a copy of the stockholder list as requested, the Advisor and the Directors
shall be liable to any stockholder requesting the list for the costs, including
attorneys' fees, incurred by that stockholder for compelling the production of
the stockholder list. It shall be a defense that the actual purpose and reason
for the requests for inspection or for a copy of the stockholder list is to
secure such list of stockholders or other information for the purpose of selling
such list or copies thereof, or of using the same for a commercial purpose other
than in the interest of the applicant as a stockholder relative to the affairs
of the Company. The Company may require the stockholder requesting the
stockholder list to represent that the list is not requested for a commercial
purpose unrelated to the stockholder's interest in the Company. The remedies
provided by the Articles of Incorporation to stockholders requesting copies of
the stockholder list are in addition to, and do not in any way limit, other
remedies available to stockholders under federal law, or the law of any state.
RESTRICTIONS ON "ROLL-UP" TRANSACTIONS
In connection with a proposed Roll-Up Transaction, which, in general
terms, is any transaction involving the acquisition, merger, conversion, or
consolidation, directly or indirectly, of the Company and the issuance of
securities of a Roll-Up Entity that would be created or would survive after the
successful completion of the Roll-Up Transaction, an appraisal of all Properties
shall be obtained from an Independent Expert. In order to qualify as an
Independent Expert for this purpose(s), the person or entity shall have no
material current or prior business or personal relationship with the Advisor or
Directors and shall be engaged to a substantial extent in the business of
rendering opinions regarding the value of assets of the type held by the
Company. The Properties shall be appraised on a consistent basis, and the
appraisal shall be based on the evaluation of all relevant information and shall
indicate the value of the Properties as of a date immediately prior to the
announcement of the proposed Roll-Up Transaction. The appraisal shall assume an
orderly liquidation of Properties over a 12-month period. The terms of the
engagement of such Independent Expert shall clearly state that the engagement is
for the benefit of the Company and the stockholders. A summary of the
independent appraisal, indicating all material assumptions underlying the
appraisal, shall be included in a report to stockholders in connection with a
proposed Roll-Up Transaction. In connection with a proposed Roll-Up Transaction,
the person sponsoring the Roll-Up Transaction shall offer to stockholders who
vote against the proposal the choice of:
(i) accepting the securities of the Roll-Up Entity offered in the
proposed Roll-Up Transaction; or
(ii) one of the following:
(A) remaining stockholders of the Company and preserving their
interests therein on the same terms and conditions as existed
previously; or
(B) receiving cash in an amount equal to the stockholder's pro
rata share of the appraised value of the net assets of the Company.
The Company is prohibited from participating in any proposed Roll-Up
Transaction:
(i) which would result in the stockholders having democracy rights in
the Roll-Up Entity that are less than those provided in the Company's Articles
of Incorporation, Sections 8.1, 8.2, 8.4, 8.5, 8.6 and 9.1 and described
elsewhere in this Prospectus, including rights with respect to the election and
removal of Directors, annual reports, annual and special meetings, amendment of
the Articles of Incorporation, and dissolution of the Company. (See
"-- Description of Capital Stock" and "-- Stockholder Meetings," above);
(ii) which includes provisions that would operate as a material
impediment to, or frustration of, the accumulation of shares by any purchaser of
the securities of the Roll-Up Entity (except to the minimum extent necessary to
preserve the tax status of the Roll-Up Entity), or which would limit the ability
of an investor to exercise the voting rights of its securities of the Roll-Up
Entity on the basis of the number of shares held by that investor;
(iii) in which investor's rights to access of records of the Roll-Up
Entity will be less than those provided in Sections 8.5 and 8.6 of the Company's
Articles of Incorporation and described in "-- Inspection of Books and Records,"
above; or
(iv) in which any of the costs of the Roll-Up Transaction would be
borne by the Company if the Roll-Up Transaction is not approved by the
stockholders.
<PAGE>
FEDERAL INCOME TAX CONSIDERATIONS
INTRODUCTION
The following is a summary of the material federal income tax
consequences of the ownership of Shares of the Company, prepared by Shaw
Pittman, as Counsel. This discussion is based upon the laws, regulations, and
reported judicial and administrative rulings and decisions in effect as of the
date of this Prospectus, all of which are subject to change, retroactively or
prospectively, and to possibly differing interpretations. This discussion does
not purport to deal with the federal income or other tax consequences applicable
to all investors in light of their particular investment or other circumstances,
or to all categories of investors, some of whom may be subject to special rules
(including, for example, insurance companies, tax-exempt organizations,
financial institutions, broker-dealers, foreign corporations and persons who are
not citizens or residents of the United States). No ruling on the federal, state
or local tax considerations relevant to the operation of the Company, or to the
purchase, ownership or disposition of the Shares, has been requested from the
Internal Revenue Service (the "IRS" or the "Service") or other tax authority.
Counsel has rendered certain opinions discussed herein and believes that if the
Service were to challenge the conclusions of Counsel, such conclusions should
prevail in court. However, opinions of counsel are not binding on the Service or
on the courts, and no assurance can be given that the conclusions reached by
Counsel would be sustained in court. Prospective investors should consult their
own tax advisors in determining the federal, state, local, foreign and other tax
consequences to them of the purchase, ownership and disposition of the Shares of
the Company, the tax treatment of a REIT and the effect of potential changes in
applicable tax laws.
TAXATION OF THE COMPANY
General. The Company has elected to be taxed as a REIT for federal
income tax purposes, as defined in Sections 856 through 860 of the Code,
commencing with its taxable year ending December 31, 1999. The Company believes
that it is organized and will operate in such a manner as to qualify as a REIT,
and the Company intends to continue to operate in such a manner, but no
assurance can be given that it will operate in a manner so as to qualify or
remain qualified as a REIT. The provisions of the Code pertaining to REITs are
highly technical and complex. Accordingly, this summary is qualified in its
entirety by the applicable Code sections, rules and regulations issued
thereunder, and administrative and judicial interpretations thereof.
If the Company qualifies for taxation as a REIT, it generally will not
be subject to federal corporate income tax on its net income that is currently
distributed to holders of Shares. This treatment substantially eliminates the
"double taxation" (at the corporate and stockholder levels) that generally
results from an investment in a corporation. However, the Company will be
subject to federal income tax in the following circumstances. First, the Company
will be taxed at regular corporate rates on any undistributed real estate
investment trust taxable income, including undistributed net capital gains.
Second, under certain circumstances, the Company may be subject to the
alternative minimum tax on its items of tax preference. Third, if the Company
has net income from foreclosure property, it will be subject to tax on such
income at the highest corporate rate. Foreclosure property generally means real
property (and any personal property incident to such real property) which is
acquired as a result of a default either on a lease of such property or on
indebtedness which such property secured and with respect to which an
appropriate election is made. Fourth, if the Company has net income derived from
prohibited transactions, such income will be subject to a 100% tax. A prohibited
transaction generally includes a sale or other disposition of property (other
than foreclosure property) that is held primarily for sale to customers in the
ordinary course of business. Fifth, if the Company should fail to satisfy the
75% gross income test or the 95% gross income test (as discussed below), but has
nonetheless maintained its qualification as a REIT because certain other
requirements have been met, it will be subject to a 100% tax on the net income
attributable to the greater of the amount by which the Company fails the 75% or
95% test. Sixth, if, during each calendar year, the Company fails to distribute
at least the sum of (i) 85% of its real estate investment trust ordinary income
for such year; (ii) 95% of its real estate investment trust capital gain net
income for such year; and (iii) any undistributed taxable income from prior
periods, the Company will be subject to a 4% excise tax on the excess of such
required distribution over the amounts actually distributed. Seventh, if the
Company acquires any asset from a C corporation (i.e. a corporation generally
subject to full corporate level tax) in a transaction in which the basis of the
asset in the Company's hands is determined by reference to the basis of the
asset (or any other property) in the hands of the C corporation, and the Company
recognizes gain on the disposition of such asset during the 10-year period
beginning on the date on which such asset was acquired by the Company, then, to
the extent of such property's "built-in gain" (the excess of the fair market
value of such property at the time of acquisition by the Company over the
adjusted basis in the property at such time), such gain will be subject to tax
at the highest regular corporate rate applicable (as provided in temporary
regulations issued by the United States Department of Treasury under the Code
("Temporary Regulations")). (The results described above with respect to the
recognition of "built-in gain" assume that the Company will make an election
pursuant to the Temporary Regulations or IRS Notice 88-19.)
If the Company fails to qualify as a REIT for any taxable year and
certain relief provisions do not apply, the Company will be subject to federal
income tax (including alternative minimum tax) as an ordinary corporation on its
taxable income at regular corporate rates without any deduction or adjustment
for distributions to holders of Shares. To the extent that the Company would, as
a consequence, be subject to tax liability for any such taxable year, the amount
of cash available for satisfaction of its liabilities and for distribution to
holders of Shares would be reduced. Distributions made to holders of Shares
generally would be taxable as ordinary income to the extent of current and
accumulated earnings and profits and, subject to certain limitations, would be
eligible for the corporate dividends received deduction, but there can be no
assurance that any such Distributions would be made. The Company would not be
eligible to elect REIT status for the four taxable years after the taxable year
during which it failed to qualify as a REIT, unless its failure to qualify was
due to reasonable cause and not willful neglect and certain other requirements
were satisfied.
Opinion of Counsel. Based upon representations made by officers of the
Company with respect to relevant factual matters, upon the existing Code
provisions, rules and regulations promulgated thereunder (including proposed
regulations) and reported administrative and judicial interpretations thereof,
upon Counsel's independent review of such documents as Counsel deemed relevant
in the circumstances and upon the assumption that the Company will operate in
the manner described in this Prospectus, Counsel has advised the Company that,
in its opinion, the Company qualified as a REIT under the Code for the taxable
year ending December 31, 1999, the Company is organized in conformity with the
requirements for qualification as a REIT, and the Company's proposed method of
operation will enable it to continue to meet the requirements for qualification
as a REIT. It must be emphasized, however, that the Company's ability to qualify
and remain qualified as a REIT is dependent upon actual operating results and
future actions by and events involving the Company and others, and no assurance
can be given that the actual results of the Company's operations and future
actions and events will enable the Company to satisfy in any given year the
requirements for qualification and taxation as a REIT.
Requirements for Qualification as a REIT. As discussed more fully
below, the Code defines a REIT as a corporation, trust or association (i) which
is managed by one or more trustees or directors; (ii) the beneficial ownership
of which is evidenced by transferable shares, or by transferable certificates of
beneficial interest; (iii) which, but for Sections 856 through 860 of the Code,
would be taxable as a domestic corporation; (iv) which is neither a financial
institution nor an insurance company; (v) the beneficial ownership of which is
held (without reference to any rules of attribution) by 100 or more persons;
(vi) which is not closely held as defined in section 856(h) of the Code; and
(vii) which meets certain other tests regarding the nature of its assets and
income and the amount of its distributions.
In the case of a REIT which is a partner in a partnership, regulations
promulgated by the United States Department of Treasury under the Code
("Treasury Regulations") provide that the REIT will be deemed to own its
proportionate share of the assets of the partnership and will be deemed to be
entitled to the income of the partnership attributable to such share. In
addition, the assets and gross income (as defined in the Code) of the
partnership attributed to the REIT shall retain the same character as in the
hands of the partnership for purposes of Section 856 of the Code, including
satisfying the gross income tests and the asset tests described below. Thus, the
Company's proportionate share of the assets, liabilities and items of income of
Retirement Partners and of any Joint Venture, as described in "Business -- Joint
Venture Arrangements," will be treated as assets, liabilities and items of
income of the Company for purposes of applying the asset and gross income tests
described herein.
Ownership Tests. The ownership requirements for qualification as a REIT
are that (i) during the last half of each taxable year not more than 50% in
value of the REIT's outstanding shares may be owned, directly or indirectly
(applying certain attribution rules), by five or fewer individuals (or certain
entities as defined in the Code) and (ii) there must be at least 100
stockholders (without reference to any attribution rules) on at least 335 days
of such 12-month taxable year (or a proportionate number of days of a short
taxable year). These two requirements do not apply to the first taxable year for
which an election is made to be treated as a REIT. In order to meet these
requirements for subsequent taxable years, or to otherwise obtain, maintain, or
reestablish REIT status, the Articles of Incorporation generally prohibit any
person or entity from actually, constructively or beneficially acquiring or
owning (applying certain attribution rules) more than 9.8% of the outstanding
Common Stock or 9.8% of any series of outstanding Preferred Stock. Among other
provisions, the Articles of Incorporation empower the Board of Directors to
redeem, at its option, a sufficient number of Shares to bring the ownership of
Shares of the Company in conformity with these requirements or to assure
continued conformity with such requirements.
Under the Articles of Incorporation, each holder of Shares is required,
upon demand, to disclose to the Board of Directors in writing such information
with respect to actual, constructive or beneficial ownership of Shares of the
Company as the Board of Directors deems necessary to comply with provisions of
the Code applicable to the Company or the provisions of the Articles of
Incorporation, or the requirements of any other appropriate taxing authority.
Certain Treasury regulations govern the method by which the Company is required
to demonstrate compliance with these stock ownership requirements and the
failure to satisfy such regulations could cause the Company to fail to qualify
as a REIT. The Company has represented that it expects to meet these stock
ownership requirements for each taxable year and it will be able to demonstrate
its compliance with these requirements.
Asset Tests. At the end of each quarter of a REIT's taxable year, at
least 75% of the value of its total assets must consist of "real estate assets,"
cash and cash items (including receivables) and certain government securities.
The balance of a REIT's assets generally may be invested without restriction,
except that holdings of securities not within the 75% class of assets generally
must not, with respect to any issuer, exceed 5% of the value of the REIT's
assets or 10% of the issuer's outstanding voting securities. The term "real
estate assets" includes real property, interests in real property, leaseholds of
land or improvements thereon, and mortgages on the foregoing and any property
attributable to the temporary investment of new capital (but only if such
property is stock or a debt instrument and only for the one-year period
beginning on the date the REIT receives such capital). When a mortgage is
secured by both real property and other property, it is considered to constitute
a mortgage on real property to the extent of the fair market value of the real
property when the REIT is committed to make the loan (or, in the case of a
construction loan, the reasonably estimated cost of construction).
Initially, the bulk of the Company's assets will be real property.
However, the Company will also hold the Secured Equipment Leases. Counsel is of
the opinion, based on certain assumptions, that the Secured Equipment Leases
will be treated as loans secured by personal property for federal income tax
purposes. See " -- Characterization of Secured Equipment Leases." Therefore, the
Secured Equipment Leases will not qualify as "real estate assets." However, the
Company has represented that at the end of each quarter the value of the Secured
Equipment Leases, together with any personal property owned by the Company, will
in the aggregate represent less than 25% of the Company's total assets and that
the value of the Secured Equipment Leases entered into with any particular
tenant will represent less than 5% of the Company's total assets. No independent
appraisals will be acquired to support this representation, and Counsel, in
rendering its opinion as to the qualification of the Company as a REIT, is
relying on the conclusions of the Company and its senior management as to the
relative values of its assets. There can be no assurance however, that the IRS
may not contend that either (i) the value of the Secured Equipment Leases
entered into with any particular tenant represents more than 5% of the Company's
total assets, or (ii) the value of the Secured Equipment Leases, together with
any personal property owned by the Company, exceeds 25% of the Company's total
assets.
As indicated in "Business -- Joint Venture Arrangements," the Company
may participate in Joint Ventures. If a Joint Venture were classified, for
federal income tax purposes, as an association taxable as a corporation rather
than as a partnership, the Company's ownership of a 10% or greater interest in
the Joint Venture would cause the Company to fail to meet the requirement that
it not own 10% or more of an issuer's voting securities. However, Counsel is of
the opinion, based on certain assumptions, that any Joint Ventures will
constitute partnerships for federal income tax purposes. See " -- Investment in
Joint Ventures."
Income Tests. A REIT also must meet two separate tests with respect to
its sources of gross income for each taxable year.
(a) The 75 Percent and 95 Percent Tests. In general, at least 75% of a
REIT's gross income for each taxable year must be from "rents from real
property," interest on obligations secured by mortgages on real property, gains
from the sale or other disposition of real property and certain other sources,
including "qualified temporary investment income." For these purposes,
"qualified temporary investment income" means any income (i) attributable to a
stock or debt instrument purchased with the proceeds received by the REIT in
exchange for stock (or certificates of beneficial interest) in such REIT (other
than amounts received pursuant to a distribution reinvestment plan) or in a
public offering of debt obligations with a maturity of at least five years and
(ii) received or accrued during the one-year period beginning on the date the
REIT receives such capital. In addition, a REIT must derive at least 95% of its
gross income for each taxable year from any combination of the items of income
which qualify under the 75% test, from dividends and interest, and from gains
from the sale, exchange or other disposition of certain stock and securities.
Initially, the bulk of the Company's income will be derived from rents
with respect to the Properties. Rents from Properties received by the Company
qualify as "rents from real property" in satisfying these two tests only if
several conditions are met. First, the rent must not be based in whole or in
part, directly or indirectly, on the income or profits of any person. However,
an amount received or accrued generally will not be excluded from the term
"rents from real property" solely by reason of being based on a fixed percentage
or percentages of receipts or sales. Second, the Code provides that rents
received from a tenant will not qualify as "rents from real property" if the
REIT, or a direct or indirect owner of 10% or more of the REIT owns, directly or
constructively, 10% or more of such tenant (a "Related Party Tenant"). Third, if
rent attributable to personal property leased in connection with a lease of real
property is greater than 15% of the total rent received under the lease, then
the portion of rent attributable to such personal property will not qualify as
"rents from real property." Finally, for rents to qualify as "rents from real
property," a REIT generally must not operate or manage the property or furnish
or render services to the tenants of such property, other than through an
independent contractor from whom the REIT derives no revenue, except that a REIT
may directly perform services which are "usually or customarily rendered" in
connection with the rental of space for occupancy, other than services which are
considered to be rendered to the occupant of the property. However, a REIT is
currently permitted to earn up to one percent of its gross income from tenants,
determined on a property-by-property basis, by furnishing services that are
noncustomary or provided directly to the tenants, without causing the rental
income to fail to qualify as rents from real property.
The Company has represented with respect to its leasing of the
Properties that it will not (i) charge rent for any Property that is based in
whole or in part on the income or profits of any person (except by reason of
being based on a percentage or percentages of receipts or sales, as described
above); (ii) charge rent that will be attributable to personal property in an
amount greater than 15% of the total rent received under the applicable lease;
(iii) directly perform services considered to be rendered to the occupant of a
Property or which are not usually or customarily furnished or rendered in
connection with the rental of real property; or (iv) enter into any lease with a
Related Party Tenant. Specifically, the Company expects that virtually all of
its income will be derived from leases of the type described in "Business --
Description of Property Leases," and it does not expect such leases to generate
income that would not qualify as rents from real property for purposes of the
75% and 95% income tests.
In addition, the Company will be paid interest on the Mortgage Loans.
All interest income qualifies under the 95% gross income test. If a Mortgage
Loan is secured by both real property and other property, all the interest on it
will nevertheless qualify under the 75% gross income test if the amount of the
loan did not exceed the fair market value of the real property at the time of
the loan commitment. The Company has represented that this will always be the
case. Therefore, in the opinion of Counsel, income generated through the
Company's investments in Mortgage Loans will be treated as qualifying income
under the 75% gross income test.
The Company will also receive payments under the terms of the Secured
Equipment Leases. Although the Secured Equipment Leases will be structured as
leases or loans, Counsel is of the opinion that, subject to certain assumptions,
they will be treated as loans secured by personal property for federal income
tax purposes. See " -- Characterization of Secured Equipment Leases." If the
Secured Equipment Leases are treated as loans secured by personal property for
federal income tax purposes, then the portion of the payments under the terms of
the Secured Equipment Leases that represent interest, rather than a return of
capital for federal income tax purposes, will not satisfy the 75% gross income
test (although it will satisfy the 95% gross income test). The Company believes,
however, that the aggregate amount of such non-qualifying income will not cause
the Company to exceed the limits on non-qualifying income under the 75% gross
income test.
If, contrary to the opinion of Counsel, the Secured Equipment Leases
are treated as true leases, rather than as loans secured by personal property
for federal income tax purposes, the payments under the terms of the Secured
Equipment Leases would be treated as rents from personal property. Rents from
personal property will satisfy either the 75% or 95% gross income tests if they
are received in connection with a lease of real property and the rent
attributable to the personal property does not exceed 15% of the total rent
received from the tenant in connection with the lease. However, if rents
attributable to personal property exceed 15% of the total rent received from a
particular tenant, then the portion of the total rent attributable to personal
property will not satisfy either the 75% or 95% gross income tests.
If, notwithstanding the above, the Company fails to satisfy one or both
of the 75% or 95% tests for any taxable year, it may still qualify as a REIT if
(i) such failure is due to reasonable cause and not willful neglect; (ii) it
reports the nature and amount of each item of its income on a schedule attached
to its tax return for such year; and (iii) the reporting of any incorrect
information is not due to fraud with intent to evade tax. However, even if these
three requirements are met and the Company is not disqualified as a REIT, a
penalty tax would be imposed by reference to the amount by which the Company
failed the 75% or 95% test (whichever amount is greater).
(b) The Impact of Default Under the Secured Equipment Leases. In
applying the gross income tests to the Company, it is necessary to consider the
impact that a default under one or more of the Secured Equipment Leases would
have on the Company's ability to satisfy such tests. A default under one or more
of the Secured Equipment Leases would result in the Company directly holding the
Equipment securing such leases for federal income tax purposes. In the event of
a default, the Company may choose either to lease or sell such Equipment.
However, any income resulting from a rental or sale of Equipment not
incidental to the rental or sale of real property would not qualify under the
75% and 95% gross income tests. In addition, in certain circumstances, income
derived from a sale or other disposition of Equipment could be considered "net
income from prohibited transactions," subject to a 100% tax. The Company does
not, however, anticipate that its income from the rental or sale of Equipment
would be material in any taxable year.
Distribution Requirements. A REIT must distribute to its stockholders
for each taxable year ordinary income dividends in an amount equal to at least
(a) 95% (90% in 2001 and thereafter) of the sum of (i) its "real estate
investment trust taxable income" (before deduction of dividends paid and
excluding any net capital gains) and (ii) the excess of net income from
foreclosure property over the tax on such income, minus (b) certain excess
non-cash income. Real estate investment trust taxable income generally is the
taxable income of a REIT computed as if it were an ordinary corporation, with
certain adjustments. Distributions must be made in the taxable year to which
they relate or, if declared before the timely filing of the REIT's tax return
for such year and paid not later than the first regular dividend payment after
such declaration, in the following taxable year.
The Company has represented that it intends to make Distributions to
stockholders that will be sufficient to meet the 95% distribution requirement
(90% in 2001 and thereafter). Under some circumstances, however, it is possible
that the Company may not have sufficient funds from its operations to make cash
Distributions to satisfy the 95% distribution requirement. For example, in the
event of the default or financial failure of one or more tenants or lessees, the
Company might be required to continue to accrue rent for some period of time
under federal income tax principles even though the Company would not currently
be receiving the corresponding amounts of cash. Similarly, under federal income
tax principles, the Company might not be entitled to deduct certain expenses at
the time those expenses are incurred. In either case, the Company's cash
available for making Distributions might not be sufficient to satisfy the 95%
distribution requirement. If the cash available to the Company is insufficient,
the Company might raise cash in order to make the Distributions by borrowing
funds, issuing new securities or selling assets. If the Company ultimately were
unable to satisfy the 95% distribution requirement, it would fail to qualify as
a REIT and, as a result, would be subject to federal income tax as an ordinary
corporation without any deduction or adjustment for dividends paid to holders of
the Shares. If the Company fails to satisfy the 95% distribution requirement, as
a result of an adjustment to its tax returns by the Service, under certain
circumstances, it may be able to rectify its failure by paying a "deficiency
dividend" (plus a penalty and interest) within 90 days after such adjustment.
This deficiency dividend will be included in the Company's deductions for
Distributions paid for the taxable year affected by such adjustment. However,
the deduction for a deficiency dividend will be denied if any part of the
adjustment resulting in the deficiency is attributable to fraud with intent to
evade tax or to willful failure to timely file an income tax return.
New Tax Legislation. On December 17, 1999, President Clinton signed the
Work Incentives Improvement Act of 1999. This law includes several provisions
that pertain to REITs, two of which will affect the Company. First, the
distribution requirement, discussed in "-- Distribution Requirements" above,
will be reduced so that the Company will be required to distribute dividends
equal to 90% (rather than 95%) of its net taxable income. Second, another
provision will change the method for measuring whether a lease violates the
restriction that rent attributable to personal property leased in connection
with a lease of real property is no more than 15 percent of the total rent
received under the lease. Under current law, the percentage is determined by
reference to the adjusted tax bases of the real property and the personal
property; under the recently passed law, the percentage will be determined by
reference to their respective fair market values. These provisions will be
effective beginning in 2001.
<PAGE>
TAXATION OF STOCKHOLDERS
Taxable Domestic Stockholders. For any taxable year in which the
Company qualifies as a REIT for federal income tax purposes, Distributions made
by the Company to its stockholders that are United States persons (generally,
any person other than a nonresident alien individual, a foreign trust or estate
or a foreign partnership or corporation) generally will be taxed as ordinary
income. Amounts received by such United States persons that are properly
designated as capital gain dividends by the Company generally will be taxed as
long-term capital gain, without regard to the period for which such person has
held its Shares, to the extent that they do not exceed the Company's actual net
capital gain for the taxable year. Corporate stockholders may be required to
treat up to 20% of certain capital gains dividends as ordinary income. Such
ordinary income and capital gain are not eligible for the dividends received
deduction allowed to corporations. In addition, the Company may elect to retain
and pay income tax on its long-term capital gains. If the Company so elects,
each stockholder will take into income the stockholder's share of the retained
capital gain as long-term capital gain and will receive a credit or refund for
that stockholder's share of the tax paid by the Company. The stockholder will
increase the basis of such stockholder's share by an amount equal to the excess
of the retained capital gain included in the stockholder's income over the tax
deemed paid by such stockholder. Distributions to such United States persons in
excess of the Company's current or accumulated earnings and profits will be
considered first a tax-free return of capital for federal income tax purposes,
reducing the tax basis of each stockholder's Shares, and then, to the extent the
Distribution exceeds each stockholder's basis, a gain realized from the sale of
Shares. The Company will notify each stockholder as to the portions of each
Distribution which, in its judgment, constitute ordinary income, capital gain or
return of capital for federal income tax purposes. Any Distribution that is (i)
declared by the Company in October, November or December of any calendar year
and payable to stockholders of record on a specified date in such months and
(ii) actually paid by the Company in January of the following year, shall be
deemed to have been received by each stockholder on December 31 of such calendar
year and, as a result, will be includable in gross income of the stockholder for
the taxable year which includes such December 31. Stockholders who elect to
participate in the Reinvestment Plan will be treated as if they received a cash
Distribution from the Company and then applied such Distribution to purchase
Shares in the Reinvestment Plan. Stockholders may not deduct on their income tax
returns any net operating or net capital losses of the Company.
Upon the sale or other disposition of the Company's Shares, a
stockholder generally will recognize capital gain or loss equal to the
difference between the amount realized on the sale or other disposition and the
adjusted basis of the Shares involved in the transaction. Such gain or loss will
be a long-term capital gain or loss if, at the time of sale or other
disposition, the Shares involved have been held for more than one year. In
addition, if a stockholder receives a capital gain dividend with respect to
Shares which he has held for six months or less at the time of sale or other
disposition, any loss recognized by the stockholder will be treated as long-term
capital loss to the extent of the amount of the capital gain dividend that was
treated as long-term capital gain.
Generally, the redemption of Shares by the Company will result in
recognition of ordinary income by the stockholder unless the stockholder
completely terminates or substantially reduces his or her interest in the
Company. A redemption of Shares for cash will be treated as a distribution that
is taxable as a dividend to the extent of the Company's current or accumulated
earnings and profits at the time of the redemption under Section 302 of the Code
unless the redemption (a) results in a "complete termination" of the
stockholder's interest in the Company under Section 302(b)(3) of the Code, (b)
is "substantially disproportionate" with respect to the stockholder under
Section 302(b)(2) of the Code, or (c) is "not essentially equivalent to a
dividend" with respect to the stockholder under Section 302(b)(1) of the Code.
Under Code Section 302(b)(2) a redemption is considered "substantially
disproportionate" if the percentage of the voting stock of the corporation owned
by a stockholder immediately after the redemption is less than eighty percent of
the percentage of the voting stock of the corporation owned by such stockholder
immediately before the redemption. In determining whether the redemption is not
treated as a dividend, Shares considered to be owned by a stockholder by reason
of certain constructive ownership rules set forth in Section 318 of the Code, as
well as Shares actually owned, must generally be taken into account. A
distribution to a stockholder will be "not essentially equivalent to a dividend"
if it results in a "meaningful reduction" in the stockholder's interest in the
Company. The Service has published a ruling indicating that a redemption which
results in a reduction in the proportionate interest in a corporation (taking
into account Section 318 constructive ownership rules) of a stockholder whose
relative stock interest is minimal (an interest of less than 1% should satisfy
this requirement) and who exercises no control over the corporation's affairs
should be treated as being "not essentially equivalent to a dividend."
<PAGE>
If the redemption is not treated as a dividend, the redemption of the
Shares for cash will result in taxable gain or loss equal to the difference
between the amount of cash received and the stockholder's tax basis in the
Shares redeemed. Such gain or loss would be capital gain or loss if the Shares
were held as a capital asset and would be long-term capital gain or loss if the
holding period for the Shares exceeds one year.
The Company will report to its U.S. stockholders and the Service the
amount of dividends paid or treated as paid during each calendar year, and the
amount of tax withheld, if any. Under the backup withholding rules, a
stockholder may be subject to backup withholding at the rate of 31% with respect
to dividends paid unless such holder (a) is a corporation or comes within
certain other exempt categories and, when required, demonstrates this fact or
(b) provides a taxpayer identification number, certifies as to no loss of
exemption from backup withholding, and otherwise complies with applicable
requirements of the backup withholding rules. A stockholder that does not
provide the Company with a correct taxpayer identification number may also be
subject to penalties imposed by the Service. Any amount paid to the Service as
backup withholding will be creditable against the stockholder's income tax
liability. In addition, the Company may be required to withhold a portion of
capital gain dividends to any stockholders who fail to certify their non-foreign
status to the Company. See "-- Foreign Stockholders" below.
The state and local income tax treatment of the Company and its
stockholders may not conform to the federal income tax treatment described
above. As a result, stockholders should consult their own tax advisors for an
explanation of how other state and local tax laws would affect their investment
in Shares.
Tax-Exempt Stockholders. Dividends paid by the Company to a stockholder
that is a tax-exempt entity generally will not constitute "unrelated business
taxable income" ("UBTI") as defined in Section 512(a) of the Code, provided that
the tax-exempt entity has not financed the acquisition of its Shares with
"acquisition indebtedness" within the meaning of Section 514(c) of the Code and
the Shares are not otherwise used in an unrelated trade or business of the
tax-exempt entity.
Notwithstanding the foregoing, qualified trusts that hold more than 10%
(by value) of the shares of certain REITs may be required to treat a certain
percentage of such REIT's distributions as UBTI. This requirement will apply
only if (i) treating qualified trusts holding REIT shares as individuals would
result in a determination that the REIT is "closely held" within the meaning of
Section 856(h)(1) of the Code and (ii) the REIT is "predominantly held" by
qualified trusts. A REIT is predominantly held if either (i) a single qualified
trust holds more than 25% by value of the REIT interests or (ii) one or more
qualified trusts, each owning more than 10% by value of the REIT interests, hold
in the aggregate more than 50% of the REIT interests. The percentage of any REIT
dividend treated as UBTI is equal to the ratio of (a) the UBTI earned by the
REIT (treating the REIT as if it were a qualified trust and therefore subject to
tax on UBTI) to (b) the total gross income (less certain associated expenses) of
the REIT. A de minimis exception applies where the ratio set forth in the
preceding sentence is less than 5% for any year. For these purposes, a qualified
trust is any trust described in Section 401(a) of the Code and exempt from tax
under Section 501(a) of the Code. The restrictions on ownership of Shares in the
Articles of Incorporation will prevent application of the provisions treating a
portion of REIT distributions as UBTI to tax-exempt entities purchasing Shares
in the Company, absent a waiver of the restrictions by the Board of Directors.
See "Summary of the Articles of Incorporation and Bylaws -- Restriction of
Ownership."
Assuming that there is no waiver of the restrictions on ownership of
Shares in the Articles of Incorporation and that a tax-exempt stockholder does
not finance the acquisition of its Shares with "acquisition indebtedness" within
the meaning of Section 514(c) of the Code or otherwise use its Shares in an
unrelated trade or business, in the opinion of Counsel, the distributions of the
Company with respect to such tax-exempt stockholder will not constitute UBTI.
The tax discussion of distributions by qualified retirement plans,
IRAs, Keogh plans and other tax-exempt entities is beyond the scope of this
discussion, and such entities should consult their own tax advisors regarding
such questions.
Foreign Stockholders. The rules governing United States federal income
taxation of nonresident alien individuals, foreign corporations, foreign
participants and other foreign stockholders (collectively, "Non-U.S.
Stockholders") are complex, and no attempt will be made herein to provide more
than a summary of such rules. The following discussion assumes that the income
from investment in the Shares will not be effectively connected with the
Non-U.S. Stockholders' conduct of a United States trade or business. Prospective
Non-U.S. Stockholders should consult with their own tax advisors to determine
the impact of federal, state and local laws with regard to an investment in
Shares, including any reporting requirements. Non-U.S. Stockholders will be
admitted as stockholders with the approval of the Advisor.
Distributions that are not attributable to gain from sales or exchanges
by the Company of United States real property interests and not designated by
the Company as capital gain dividends will be treated as dividends of ordinary
income to the extent that they are made out of current and accumulated earnings
and profits of the Company. Such dividends ordinarily will be subject to a
withholding tax equal to 30% of the gross amount of the dividend, unless an
applicable tax treaty reduces or eliminates that tax. A number of U.S. tax
treaties that reduce the rate of withholding tax on corporate dividends do not
reduce, or reduce to a lesser extent, the rate of withholding applied to
distributions from a REIT. The Company expects to withhold U.S. income tax at
the rate of 30% on the gross amount of any such distributions paid to a Non-U.S.
Stockholder unless (i) a lower treaty rate applies (and, with regard to payments
on or after January 1, 1999, the Non-U.S. Stockholder files IRS Form W-8 with
the Company and, if the Shares are not traded on an established securities
market, acquires a taxpayer identification number from the IRS) or (ii) the
Non-U.S. Stockholder files an IRS Form 4224 (or, with respect to payments on or
after January 1, 1999, files IRS Form W-8 with the Company) with the Company
claiming that the distribution is effectively connected income. Distributions in
excess of the Company's current and accumulated earnings and profits will not be
taxable to a stockholder to the extent that such distributions paid do not
exceed the adjusted basis of the stockholder's Shares, but rather will reduce
the adjusted basis of such Shares. To the extent that distributions in excess of
current and accumulated earnings and profits exceed the adjusted basis of a
Non-U.S. Stockholders' Shares, such distributions will give rise to tax
liability if the Non-U.S. Stockholder would otherwise be subject to tax on any
gain from the sale or disposition of the Shares, as described below. If it
cannot be determined at the time a distribution is paid whether or not such
distribution will be in excess of current and accumulated earnings and profits,
the distributions will be subject to withholding at the rate of 30%. However, a
Non-U.S. Stockholder may seek a refund of such amounts from the IRS if it is
subsequently determined that such distribution was, in fact, in excess of the
Company's current and accumulated earnings and profits. Beginning with payments
made on or after January 1, 1999, the Company will be permitted, but not
required, to make reasonable estimates of the extent to which distributions
exceed current or accumulated earnings and profits. Such distributions will
generally be subject to a 10% withholding tax, which may be refunded to the
extent they exceed the stockholder's actual U.S. tax liability, provided the
required information is furnished to the IRS.
For any year in which the Company qualifies as a REIT, distributions
that are attributable to gain from sales or exchanges by the Company of United
States real property interests will be taxed to a Non-U.S. Stockholder under the
provisions of the Foreign Investment in Real Property Tax Act of 1980, as
amended ("FIRPTA"). Under FIRPTA, distributions attributable to gain from sales
of United States real property interests are taxed to a Non-U.S. Stockholder as
if such gain were effectively connected with a United States business. Non-U.S.
Stockholders would thus be taxed at the normal capital gain rates applicable to
U.S. Stockholders (subject to applicable alternative minimum tax and a special
alternative minimum tax in the case of nonresident alien individuals). Also,
distributions subject to FIRPTA may be subject to a 30% branch profits tax in
the hands of a foreign corporate stockholder not entitled to treaty exemption or
rate reduction. The Company is required by applicable Treasury Regulations to
withhold 35% of any distribution that could be designated by the Company as a
capital gain dividend. This amount is creditable against the Non-U.S.
Stockholder's FIRPTA tax liability.
Gain recognized by a Non-U.S. Stockholder upon a sale of Shares
generally will not be taxed under FIRPTA if the Company is a "domestically
controlled REIT," defined generally as a REIT in which at all times during a
specified testing period less than 50% in value of the stock was held directly
or indirectly by foreign persons. It is currently anticipated that the Company
will be a "domestically controlled REIT," and in such case the sale of Shares
would not be subject to taxation under FIRPTA. However, gain not subject to
FIRPTA nonetheless will be taxable to a Non-U.S. Stockholder if (i) investment
in the Shares is treated as "effectively connected" with the Non-U.S.
Stockholders' U.S. trade or business, or (ii) the Non-U.S. Stockholder is a
nonresident alien individual who was present in the United States for 183 days
or more during the taxable year and certain other conditions are met.
Effectively connected gain realized by a foreign corporate shareholder may be
subject to an additional 30% branch profits tax, subject to possible exemption
or rate reduction under an applicable tax treaty. If the gain on the sale of
Shares were to be subject to taxation under FIRPTA, the Non-U.S. Stockholder
would be subject to the same treatment as U.S. Stockholders with respect to such
gain (subject to applicable alternative minimum tax and a special alternative
minimum tax in the case of nonresident alien individuals), and the purchaser of
the Shares would be required to withhold and remit to the Service 10% of the
purchase price.
<PAGE>
STATE AND LOCAL TAXES
The Company and its shareholders may be subject to state and local
taxes in various states and localities in which it or they transact business,
own property, or reside. The tax treatment of the Company and the stockholders
in such jurisdictions may differ from the federal income tax treatment described
above. Consequently, prospective stockholders should consult their own tax
advisors regarding the effect of state and local tax laws upon an investment in
the Common Stock of the Company.
CHARACTERIZATION OF PROPERTY LEASES
The Company will purchase both new and existing Properties and lease
them to operators of Health Care Facilities pursuant to leases of the type
described in "Business -- Description of Property Leases." The ability of the
Company to claim certain tax benefits associated with ownership of the
Properties, such as depreciation, depends on a determination that the lease
transactions engaged in by the Company are true leases, under which the Company
is the owner of the leased Property for federal income tax purposes, rather than
a conditional sale of the Property or a financing transaction. A determination
by the Service that the Company is not the owner of the Properties for federal
income tax purposes may have adverse consequences to the Company, such as the
denying of the Company's depreciation deductions. Moreover, a denial of the
Company's depreciation deductions could result in a determination that the
Company's Distributions to stockholders were insufficient to satisfy the 95%
distribution requirement (90% in 2001 and thereafter) for qualification as a
REIT. However, as discussed above, if the Company has sufficient cash, it may be
able to remedy any past failure to satisfy the distribution requirements by
paying a "deficiency dividend" (plus a penalty and interest). See "-- Taxation
of the Company -- Distribution Requirements," above. Furthermore, in the event
that the Company was determined not to be the owner of a particular Property, in
the opinion of Counsel the income that the Company would receive pursuant to the
recharacterized lease would constitute interest qualifying under the 95% and 75%
gross income tests by reason of being interest on an obligation secured by a
mortgage on an interest in real property, because the legal ownership structure
of such Property will have the effect of making the building serve as collateral
for the debt obligation.
The characterization of transactions as leases, conditional sales, or
financings has been addressed in numerous cases. The courts have not identified
any one factor as being determinative of whether the lessor or the lessee of the
property is to be treated as the owner. Judicial decisions and pronouncements of
the Service with respect to the characterization of transactions as either
leases, conditional sales, or financing transactions have made it clear that the
characterization of leases for tax purposes is a question which must be decided
on the basis of a weighing of many factors, and courts have reached different
conclusions even where characteristics of two lease transactions were
substantially similar.
While certain characteristics of the leases anticipated to be entered
into by the Company suggest the Company might not be the owner of the
Properties, such as the fact that such leases are "triple-net" leases, a
substantial number of other characteristics indicate the bona fide nature of
such leases and that the Company will be the owner of the Properties. For
example, under the types of leases described in "Business -- Description of
Property Leases," the Company will bear the risk of substantial loss in the
value of the Properties, since the Company will acquire its interests in the
Properties with an equity investment, rather than with nonrecourse indebtedness.
Further, the Company, rather than the tenant, will benefit from any appreciation
in the Properties, since the Company will have the right at any time to sell or
transfer its Properties, subject to the tenant's right to purchase the property
at a price not less than the Property's fair market value (determined by
appraisal or otherwise).
Other factors that are consistent with the ownership of the Properties
by the Company are (i) the tenants are liable for repairs and to return the
Properties in reasonably good condition; (ii) insurance proceeds generally are
to be used to restore the Properties and, to the extent not so used, belong to
the Company; (iii) the tenants agree to subordinate their interests in the
Properties to the lien of any first mortgage upon delivery of a nondisturbance
agreement and agree to attorn to the purchaser upon any foreclosure sale; and
(iv) based on the Company's representation that the Properties can reasonably be
expected to have at the end of their lease terms (generally a maximum of 30 to
40 years) a fair market value of at least 20% of the Company's cost and a
remaining useful life of at least 20% of their useful lives at the beginning of
the leases, the Company has not relinquished the Properties to the tenants for
their entire useful lives, but has retained a significant residual interest in
them. Moreover, the Company will not be primarily dependent upon tax benefits in
order to realize a reasonable return on its investments.
<PAGE>
Concerning the Properties for which the Company owns the buildings and
the underlying land, on the basis of the foregoing, assuming (i) the Company
leases the Properties on substantially the same terms and conditions described
in "Business -- Description of Property Leases," and (ii) as is represented by
the Company, the residual value of the Properties remaining after the end of
their lease terms (including all renewal periods) may reasonably be expected to
be at least 20% of the Company's cost of such Properties, and the remaining
useful lives of the Properties after the end of their lease terms (including all
renewal periods) may reasonably be expected to be at least 20% of the
Properties' useful lives at the beginning of their lease terms, it is the
opinion of Counsel that the Company will be treated as the owner of the
Properties for federal income tax purposes and will be entitled to claim
depreciation and other tax benefits associated with such ownership. In the case
of Properties for which the Company does not own the underlying land, Counsel
cannot opine that such transactions will be characterized as leases.
CHARACTERIZATION OF SECURED EQUIPMENT LEASES
The Company will purchase Equipment and lease it to operators of Health
Care Facilities pursuant to leases of the type described in "Business --
Investment of Offering Proceeds." The ability of the Company to qualify as a
REIT depends on a determination that the Secured Equipment Leases are financing
arrangements, under which the lessees acquire ownership of the Equipment for
federal income tax purposes. If the Secured Equipment Leases are instead treated
as true leases, the Company may be unable to satisfy the income tests for REIT
qualification. See "-- Taxation of the Company -- Income Tests."
While certain characteristics of the Secured Equipment Leases to be
entered into by the Company suggest that the Company retains ownership of the
Equipment, such as the fact that certain of the Secured Equipment Leases are
structured as leases, with the Company retaining title to the Equipment, a
substantial number of other characteristics indicate that the Secured Equipment
Leases are financing arrangements and that the lessees are the owners of the
Equipment for federal income tax purposes. For example, under the types of
Secured Equipment Leases described in "Business -- Investment of Offering
Proceeds," the lease term will equal or exceed the useful life of the Equipment,
and the lessee will have the option to purchase the Equipment at the end of the
lease term for a nominal sum. Moreover, under the terms of the Secured Equipment
Leases, the Company and the lessees will each agree to treat the Secured
Equipment Leases as loans secured by personal property, rather than leases, for
tax purposes.
On the basis of the foregoing, assuming (i) the Secured Equipment
Leases are made on substantially the same terms and conditions described in
"Business -- Investment of Offering Proceeds," and (ii) as represented by the
Company, each of the Secured Equipment Leases will have a term that equals or
exceeds the useful life of the Equipment subject to the lease, it is the opinion
of Counsel that the Company will not be treated as the owner of the Equipment
that is subject to the Secured Equipment Leases for federal income tax purposes
and that the Company will be able to treat the Secured Equipment Leases as loans
secured by personal property. Counsel's opinion that the Company will be
organized in conformity with the requirements for qualification as a REIT is
based, in part, on the assumption that each of the Secured Equipment Leases will
conform to the conditions outlined in clauses (i) and (ii) of the preceding
sentence.
INVESTMENT IN JOINT VENTURES
As indicated in "Business -- Joint Venture Arrangements," the Company
may participate in Joint Ventures which own and lease Properties. Assuming that
the Joint Ventures have the characteristics described in "Business -- Joint
Venture Arrangements," and are operated in the same manner that the Company
operates with respect to Properties that it owns directly, it is the opinion of
Counsel that (i) the Joint Ventures will be treated as partnerships, as defined
in Sections 7701(a)(2) and 761(a) of the Code and not as associations taxable as
corporations, and that the Company will be subject to tax as a partner pursuant
to Sections 701-761 of the Code and (ii) all material allocations to the Company
of income, gain, loss and deduction as provided in the Joint Venture agreements
and as discussed in the Prospectus will be respected under Section 704(b) of the
Code. The Company has represented that it will not become a participant in any
Joint Venture unless the Company has first obtained advice of Counsel that the
Joint Venture will constitute a partnership for federal income tax purposes and
that the allocations to the Company contained in the Joint Venture agreement
will be respected.
If, contrary to the opinion of Counsel, a Joint Venture were to be
treated as an association taxable as a corporation, the Company would be treated
as a stockholder for tax purposes and would not be treated as owning a pro rata
share of the Joint Venture's assets. In addition, the items of income and
deduction of the Joint Venture would not pass through to the Company. Instead,
the Joint Venture would be required to pay income tax at regular corporate tax
rates on its net income, and distributions to partners would constitute
dividends that would not be deductible in computing the Joint Venture's taxable
income. Moreover, a determination that a Joint Venture is taxable as a
corporation could cause the Company to fail to satisfy the asset tests for
qualification as a REIT. See "-- Taxation of the Company -- Asset Tests" and "--
Taxation of the Company -- Income Tests," above.
REPORTS TO STOCKHOLDERS
The Company will furnish each stockholder with its audited annual
report within 120 days following the close of each fiscal year. These annual
reports will contain the following: (i) financial statements, including a
balance sheet, statement of operations, statement of stockholders' equity, and
statement of cash flows, prepared in accordance with generally accepted
accounting principles which are audited and reported on by independent certified
public accountants; (ii) the ratio of the costs of raising capital during the
period to the capital raised; (iii) the aggregate amount of advisory fees and
the aggregate amount of other fees paid to the Advisor and any Affiliate of the
Advisor by the Company and including fees or charges paid to the Advisor and any
Affiliate of the Advisor by third parties doing business with the Company; (iv)
the Operating Expenses of the Company, stated as a percentage of the Average
Invested Assets (the average of the aggregate book value of the assets of the
Company, for a specified period, invested, directly or indirectly, in equity
interests in and loans secured by real estate, before reserves for depreciation
or bad debts or other similar non-cash reserves, computed by taking the average
of such values at the end of each month during such period) and as a percentage
of its Net Income; (v) a report from the Independent Directors that the policies
being followed by the Company are in the best interest of its stockholders and
the basis for such determination; (vi) separately stated, full disclosure of all
material terms, factors and circumstances surrounding any and all transactions
involving the Company, Directors, Advisor and any Affiliate thereof occurring in
the year for which the annual report is made, and the Independent Directors
shall be specifically charged with a duty to examine and comment in the report
on the fairness of such transactions; and (vii) Distributions to the
stockholders for the period, identifying the source of such Distributions and if
such information is not available at the time of the distribution, a written
explanation of the relevant circumstances will accompany the Distributions (with
the statement as to the source of Distributions to be sent to stockholders not
later than 60 days after the end of the fiscal year in which the distribution
was made).
Within 75 days following the close of each Company fiscal year, each
stockholder that is a Qualified Plan will be furnished with an annual statement
of Share valuation to enable it to file annual reports required by ERISA as they
relate to its investment in the Company. For any period during which the Company
is making a public offering of Shares, the statement will report an estimated
value of each Share at the public offering price per Share, which during the
term of this offering is $10.00 per Share. If no public offering is ongoing, and
until Listing, the statement will report an estimated value of each Share, based
on (i) appraisal updates performed by the Company based on a review of the
existing appraisal and lease of each Property, focusing on a re-examination of
the capitalization rate applied to the rental stream to be derived from that
Property; and (ii) a review of the outstanding Mortgage Loans and Secured
Equipment Leases focusing on a determination of present value by a
re-examination of the capitalization rate applied to the stream of payments due
under the terms of each Mortgage Loan and Secured Equipment Leases. The Company
may elect to deliver such reports to all stockholders. Stockholders will not be
forwarded copies of appraisals or updates. In providing such reports to
stockholders, neither the Company nor its Affiliates thereby make any warranty,
guarantee, or representation that (i) the stockholders or the Company, upon
liquidation, will actually realize the estimated value per Share, or (ii) the
stockholders will realize the estimated net asset value if they attempt to sell
their Shares.
If the Company is required by the Securities Exchange Act of 1934, as
amended, to file quarterly reports with the Securities and Exchange Commission
on Form 10-Q, stockholders will be furnished with a summary of the information
contained in each such report within 60 days after the end of each fiscal
quarter. Such summary information generally will include a balance sheet, a
quarterly statement of income, and a statement of cash flows, and any other
pertinent information regarding the Company and its activities during the
quarter. Stockholders also may receive a copy of any Form 10-Q upon request to
the Company. If the Company is not subject to this filing requirement,
stockholders will be furnished with a semi-annual report within 60 days after
each six-month period containing information similar to that contained in the
quarterly report but applicable to such six-month period.
Stockholders and their duly authorized representatives are entitled to
inspect and copy, at their expense, the books and records of the Company at all
times during regular business hours, upon reasonable prior notice to the
Company, at the location where such reports are kept by the Company.
Stockholders, upon request and at their expense, may obtain full information
regarding the financial condition of the Company, a copy of the Company's
federal, state, and local income tax returns for each fiscal year of the
Company, and, subject to certain confidentiality requirements, a list containing
the name, address, and Shares held by each stockholder.
The fiscal year of the Company will be the calendar year.
The Company's federal tax return (and any applicable state income tax
returns) will be prepared by the accountants regularly retained by the Company.
Appropriate tax information will be submitted to the stockholders within 30 days
following the end of each fiscal year of the Company. A specific reconciliation
between GAAP and income tax information will not be provided to the
stockholders; however, such reconciling information will be available in the
office of the Company for inspection and review by any interested stockholder.
THE OFFERING
GENERAL
A maximum of 15,500,000 Shares ($155,000,000) are being offered at a
purchase price of $10.00 per Share. Included in the 15,500,000 Shares offered,
the Company has registered 500,000 Shares ($5,000,000) available only to
stockholders purchasing Shares in this offering who receive a copy of this
Prospectus or to stockholders who purchased Shares in the Initial Offering and
who received a copy of the related prospectus and who elect to participate in
the Reinvestment Plan. Prior to the conclusion of this offering, if any of the
500,000 Shares remain after meeting anticipated obligations under the
Reinvestment Plan, the Company may decide to sell a portion of these Shares in
this offering. Any participation in such plan by a person who becomes a
stockholder otherwise than by participating in this offering will require
solicitation under a separate prospectus. See "Summary of Reinvestment Plan."
The Board of Directors may determine to engage in future offerings of Common
Stock of up to the number of unissued authorized shares of Common Stock
available following termination of this offering.
A minimum investment of 250 Shares ($2,500) is required. IRAs, Keogh
plans, and pension plans must make a minimum investment of at least 100 Shares
($1,000). For Minnesota investors, IRAs and qualified plans must make a minimum
investment of 200 Shares ($2,000) and, for Iowa investors, IRAs and qualified
plans must make a minimum investment of 250 Shares ($2,500). Any investor who
makes the required minimum investment may purchase additional Shares in
increments of one Share. See " -- General," " -- Subscription Procedures" and
"Summary of Reinvestment Plan."
PLAN OF DISTRIBUTION
The Shares are being offered to the public on a "best efforts" basis
(which means that no one is guaranteeing that any minimum amount will be sold)
through the Soliciting Dealers, who will be members of the National Association
of Securities Dealers, Inc. (the "NASD") or other persons or entities exempt
from broker-dealer registration, and the Managing Dealer. The Soliciting Dealers
will use their best efforts during the offering period to find eligible persons
who desire to subscribe for the purchase of Shares from the Company. Both James
M. Seneff, Jr. and Robert A. Bourne are Affiliates and licensed principals of
the Managing Dealer, and the Advisor is an Affiliate of the Managing Dealer.
Prior to a subscriber's admission to the Company as a stockholder,
funds paid by such subscriber will be deposited in an interest-bearing escrow
account with SouthTrust Bank, N.A. The Company, within 30 days after the date a
subscriber is admitted to the Company, will pay to such subscriber the interest
(generally calculated on a daily basis) actually earned on the funds of those
subscribers whose funds have been held in escrow by such bank for at least 20
days. Stockholders otherwise are not entitled to interest earned on Company
funds or to receive interest on their Invested Capital. See " -- Escrow
Arrangements" below.
Subject to the provisions for reduced Selling Commissions described
below, the Company will pay the Managing Dealer an aggregate of 7.5% of the
Gross Proceeds as Selling Commissions. The Managing Dealer shall reallow fees of
up to 7% to the Soliciting Dealers with respect to Shares sold by them. In
addition, the Company will pay the Managing Dealer, as an expense allowance, a
marketing support and due diligence expense reimbursement fee equal to 0.5% of
Gross Proceeds. All or any portion of this fee may be reallowed to any
Soliciting Dealer with the prior written approval from, and in the sole
discretion of, the Managing Dealer, based on such factors as the number of
Shares sold by such Soliciting Dealer, the assistance, if any, of such
Soliciting Dealer in marketing this offering, and bona fide due diligence
expenses incurred. Stockholders who elect to participate in the Reinvestment
Plan will be charged Selling Commissions and the marketing support and due
diligence fee on Shares purchased for their accounts on the same basis as
investors who purchase Shares in this offering. See "Summary of Reinvestment
Plan."
In connection with this offering, the Company will pay a Soliciting
Dealer Servicing Fee of 0.2% of Invested Capital (calculated, for purposes of
this provision, using only Shares sold pursuant to this offering) commencing on
December 31 of the year following the year in which this offering terminates,
and every December 31 thereafter, to the Managing Dealer, which, in its sole
discretion may reallow all or a portion of such fee to the Soliciting Dealers
who sold Shares pursuant to this offering and whose clients who purchased Shares
in this offering hold Shares on such date. The Soliciting Dealer Servicing Fee
will terminate as of the beginning of any year in which the Company is
liquidated or in which Listing occurs, provided, however, that any previously
accrued but unpaid portion of the Soliciting Dealer Servicing Fee may be paid in
such year or any subsequent year.
In connection with the Initial Offering, the Company will issue to the
Managing Dealer, a soliciting dealer warrant to purchase one share of Common
Stock for every 25 Shares sold in such offering, to be exercised, if at all,
during the five-year period commencing with the date the Initial Offering began
(the "Exercise Period"), at a price of $12.00 per share. The Managing Dealer
may, in its sole discretion, reallow all or any part of such soliciting dealer
warrant to certain Soliciting Dealers, unless prohibited by federal or state
securities laws. Soliciting dealer warrants will not be exercisable until one
year from date of issuance. Soliciting dealer warrants are not transferable or
assignable except by the Managing Dealer, the Soliciting Dealers, their
successors in interest, or individuals who are officers or partners of such a
person.
A registered principal or representative of the Managing Dealer or a
Soliciting Dealer, employees, officers, and Directors of the Company, or
employees, officers and directors of the Advisor, any of their Affiliates and
any Plan established exclusively for the benefit of such persons or entities may
purchase Shares net of 7% commissions, at a per Share purchase price of $9.30.
Clients of an investment adviser registered under the Investment Advisers Act of
1940, as amended, who have been advised by such adviser on an ongoing basis
regarding investments other than in the Company, and who are not being charged
by such adviser or its Affiliates, through the payment of commissions or
otherwise, for the advice rendered by such adviser in connection with the
purchase of the Shares, may purchase the Shares net of 7% commissions. In
addition, Soliciting Dealers that have a contractual arrangement with their
clients for the payment of fees which is consistent with accepting Selling
Commissions, in their sole discretion, may elect not to accept any Selling
Commissions offered by the Company for Shares that they sell. In that event,
such Shares shall be sold to the investor net of all Selling Commissions, at a
per Share purchase price of $9.30. In connection with the purchases of certain
minimum numbers of Shares, the amount of Selling Commissions otherwise payable
to the Managing Dealer or a Soliciting Dealer shall be reduced in accordance
with the following schedule:
<TABLE>
<CAPTION>
<S> <C>
Purchase Price per Reallowed Commissions on Sales
Incremental Share in per Incremental Share in Volume
Number Volume Discount Discount Range
of Shares Purchased Range
-------------------------------- ---------------------- -----------------------------------------
Percent Dollar Amount
-------------------------------- ---------------------- ----------- ------------------
1 -- 25,000 $10.00 7.0% $0.70
25,001 -- 50,000 9.85 5.5% 0.55
50,001 -- 75,000 9.70 4.0% 0.40
75,001 -- 100,000 9.60 3.0% 0.30
100,001 -- 500,000 9.50 2.0% 0.20
</TABLE>
Selling Commissions for purchases of 500,001 Shares or more will, in
the sole discretion of the Managing Dealer, be reduced to $0.15 per Share ($0.10
of which may be reallowed to a Soliciting Dealer) or less but in no event will
the proceeds to the Company be less than $9.25 per Share.
For example, if an investor purchases 100,000 Shares, the investor
could pay as little as $978,750 rather than $1,000,000 for the Shares, in which
event the Selling Commissions on the sale of such Shares would be $53,750 ($0.54
per Share). The net proceeds to the Company will not be affected by such
discounts.
Subscriptions may be combined for the purpose of determining the volume
discounts in the case of subscriptions made by any "purchaser," provided all
such Shares are purchased through the same Soliciting Dealer or through the
Managing Dealer. The volume discount will be prorated among the separate
subscribers considered to be a single "purchaser." Shares purchased pursuant to
the Reinvestment Plan on behalf of a Participant in the Reinvestment Plan will
not be combined with other subscriptions for Shares by the investor in
determining the volume discount to which such investor may be entitled. See
"Summary of Reinvestment Plan." Further subscriptions for Shares will not be
combined for purposes of the volume discount in the case of subscriptions by any
"purchaser" who subscribes for additional Shares subsequent to the purchaser's
initial purchase of Shares.
Any request to combine more than one subscription must be made in
writing in a form satisfactory to the Company and must set forth the basis for
such request. Any such request will be subject to verification by the Managing
Dealer that all of such subscriptions were made by a single "purchaser." If a
"purchaser" does not reduce the per Share purchase price, the excess purchase
price over the discounted purchase price will be returned to the actual separate
subscribers for Shares.
For purposes of such volume discounts, "purchaser" includes (i) an
individual, his or her spouse, and their children under the age of 21, who
purchase the Shares for his or her or their own accounts, and all pension or
trust funds established by each such individual; (ii) a corporation,
partnership, association, joint-stock company, trust fund, or any organized
group of persons, whether incorporated or not (provided that the entities
described in this clause (ii) must have been in existence for at least six
months before purchasing the Shares and must have formed such group for a
purpose other than to purchase the Shares at a discount); (iii) an employee's
trust, pension, profit-sharing, or other employee benefit plan qualified under
Section 401 of the Code; and (iv) all pension, trust, or other funds maintained
by a given bank. In addition, the Company, in its sole discretion, may aggregate
and combine separate subscriptions for Shares received during the offering
period from (i) the Managing Dealer or the same Soliciting Dealer, (ii)
investors whose accounts are managed by a single investment adviser registered
under the Investment Advisers Act of 1940, (iii) investors over whose accounts a
designated bank, insurance company, trust company, or other entity exercises
discretionary investment responsibility, or (iv) a single corporation,
partnership, trust association, or other organized group of persons, whether
incorporated or not, and whether such subscriptions are by or for the benefit of
such corporation, partnership, trust association, or group. Except as provided
in this paragraph, subscriptions will not be cumulated, combined, or aggregated.
Any reduction in commissions will reduce the effective purchase price
per Share to the investor involved but will not alter the net proceeds payable
to the Company as a result of such sale. All investors will be deemed to have
contributed the same amount per Share to the Company whether or not the investor
receives a discount. Accordingly, for purposes of Distributions, investors who
pay reduced commissions will receive higher returns on their investments in the
Company as compared to investors who do not pay reduced commissions.
In connection with the sale of Shares, certain registered principals or
representatives of the Managing Dealer may perform wholesaling functions for
which they will receive compensation payable by the Managing Dealer in an
aggregate amount not in excess of one percent of Gross Proceeds. The first 0.5%
of Gross Proceeds of any such fee will be paid from the 7.5% of Gross Proceeds
payable to the Managing Dealer as Selling Commissions. In addition, the Advisor
and its Affiliates, including the Managing Dealer and its registered principals
or representatives, may incur due diligence fees and other expenses, including
expenses related to sales seminars and wholesaling activities, a portion of
which may be paid by the Company.
In addition, stockholders may agree with their participating Soliciting
Dealer and the Managing Dealer to have Selling Commissions relating to their
Shares paid over a seven-year period pursuant to a deferred commission
arrangement (the "Deferred Commission Option"). Stockholders electing the
Deferred Commission Option will be required to pay a total of $9.40 per Share
purchased upon subscription, rather than $10.00 per Share, with respect to which
$0.15 per Share will be payable as Selling Commissions due upon subscription,
$0.10 of which may be reallowed to the Soliciting Dealer by the Managing Dealer.
For each of the six years following such subscription on a date to be determined
by the Managing Dealer, $0.10 per Share will be paid by the Company as deferred
Selling Commissions with respect to Shares sold pursuant to the Deferred
Commission Option, which amounts will be deducted from and paid out of
distributions otherwise payable to such stockholders holding such Shares and may
be reallowed to the Soliciting Dealer by the Managing Dealer. The net proceeds
to the Company will not be affected by the election of the Deferred Commission
Option. Under this arrangement, a stockholder electing the Deferred Commission
Option will pay a 1% Selling Commission per year thereafter for the next six
years which will be deducted from and paid by the Company out of distributions
otherwise payable to such stockholder. All such Selling Commissions will be paid
to the Managing Dealer, whereby a total of up to 7% of such Selling Commissions
may be reallowed to the Soliciting Dealer. However, in the event the Company's
Shares are Listed or a stockholder electing the Deferred Commission Option sells
or otherwise transfers his or her Shares, prior to such time as the full amount
otherwise payable under the Deferred Commission Option has been paid, the
obligation of the Company and the stockholder to make any further payments of
the deferred commissions shall terminate. In such event, the Managing Dealer
(and any Soliciting Dealer if the deferred commissions are reallowed by the
Managing Dealer) will not be entitled to receive any further portion of the
unpaid deferred commissions following Listing or the sale or transfer of the
applicable Shares to which the deferred commissions relate.
The Company or its Affiliates also may provide incentive items for
registered representatives of the Managing Dealer and the Soliciting Dealers,
which in no event shall exceed an aggregate of $100 per annum per participating
salesperson. In the event other incentives are provided to registered
representatives of the Managing Dealer or the Soliciting Dealers, they will be
paid only in cash, and such payments will be made only to the Managing Dealer or
the Soliciting Dealers rather than to their registered representatives. Any such
sales incentive program must first have been submitted for review by the NASD,
and must comply with Rule 2710(c)(6)(B)(xii). Costs incurred in connection with
such sales incentive programs, if any, will be considered underwriting
compensation. See "Estimated Use of Proceeds."
The Company will also reimburse the Managing Dealer and the Soliciting
Dealers for bona fide due diligence expenses and certain expenses as incurred in
connection with the offering.
The total amount of underwriting compensation, including commissions
and reimbursement of expenses, paid in connection with the offering will not
exceed 10.5% of Gross Proceeds.
The Managing Dealer and the Soliciting Dealers severally will indemnify
the Company and its officers and Directors, the Advisor and its officers and
directors and their Affiliates, against certain liabilities, including
liabilities under the Securities Act of 1933.
SUBSCRIPTION PROCEDURES
Procedures Applicable to All Subscriptions. In order to purchase
Shares, the subscriber must complete and execute the Subscription Agreement. Any
subscription for Shares must be accompanied by cash or check payable to
"SouthTrust Bank, N.A., Escrow Agent" or to the Company, in the amount of $10.00
per Share. Subscription proceeds will be held in trust for the benefit of
investors until such time as investors are admitted as stockholders of the
Company. See " -- Escrow Arrangements" below. Certain Soliciting Dealers who
have "net capital," as defined in the applicable federal securities regulations,
of $250,000 or more may instruct their customers to make their checks for Shares
for which they have subscribed payable directly to the Soliciting Dealer. In
such case, the Soliciting Dealer will issue a check made payable to the order of
the Escrow Agent for the aggregate amount of the subscription proceeds.
Each subscription will be accepted or rejected by the Company within 30
days after its receipt, and no sale of Shares shall be completed until at least
five business days after the date on which the subscriber receives a copy of
this Prospectus. If a subscription is rejected, the funds will be returned to
the subscriber within ten business days after the date of such rejection,
without interest and without deduction. A form of the Subscription Agreement is
set forth as Appendix D to this Prospectus. The subscription price of each Share
is payable in full upon execution of the Subscription Agreement. A subscriber
whose subscription is accepted shall be sent a confirmation of his or her
purchase.
The Advisor and each Soliciting Dealer who sells Shares on behalf of
the Company have the responsibility to make every reasonable effort to determine
that the purchase of Shares is appropriate for an investor and that the
requisite suitability standards are met. See "Suitability Standards and How to
Subscribe -- Suitability Standards." In making this determination, the
Soliciting Dealers will rely on relevant information provided by the investor,
including information as to the investor's age, investment objectives,
investment experience, income, net worth, financial situation, other
investments, and any other pertinent information. Each investor should be aware
that determining suitability is the responsibility of the Soliciting Dealer.
The Advisor and each Soliciting Dealer shall maintain records of the
information used to determine that an investment in the Shares is suitable and
appropriate for an investor. The Advisor and each Soliciting Dealer shall
maintain these records for at least six years.
<PAGE>
Subscribers will be admitted as stockholders not later than the last
day of the calendar month following acceptance of their subscriptions.
Procedures Applicable to Non-Telephonic Orders. Each Soliciting Dealer
receiving a subscriber's check made payable solely to the bank escrow agent
(where, pursuant to such Soliciting Dealer's internal supervisory procedures,
internal supervisory review must be conducted at the same location at which
subscription documents and checks are received from subscribers), will deliver
such checks to the Managing Dealer no later than the close of business of the
first business day after receipt of the subscription documents by the Soliciting
Dealer except that, in any case in which the Soliciting Dealer maintains a
branch office, and, pursuant to a Soliciting Dealer's internal supervisory
procedures, final internal supervisory review is conducted at a different
location, the branch office shall transmit the subscription documents and check
to the Soliciting Dealer conducting such internal supervisory review by the
close of business on the first business day following their receipt by the
branch office and the Soliciting Dealer shall review the subscription documents
and subscriber's check to ensure their proper execution and form and, if they
are acceptable, transmit the check to the Managing Dealer by the close of
business on the first business day after the check is received by the Soliciting
Dealer. The Managing Dealer will transmit the check to the Escrow Agent by no
later than the close of business on the first business day after the check is
received from the Soliciting Dealer.
Procedures Applicable to Telephonic Orders. Certain Soliciting Dealers
may permit investors to subscribe for Shares by telephonic order to the
Soliciting Dealer. There are no additional fees associated with telephonic
orders. Subscribers who wish to subscribe for Shares by telephonic order to the
Soliciting Dealer may complete the telephonic order either by delivering a check
in the amount necessary to purchase the Shares to be covered by the subscription
agreement to the Soliciting Dealer or by authorizing the Soliciting Dealer to
pay the purchase price for the Shares to be covered by the subscription
agreement from funds available in an account maintained by the Soliciting Dealer
on behalf of the subscriber. A subscriber must specifically authorize the
registered representative and branch manager to execute the subscription
agreement on behalf of the subscriber and must already have made or have agreed
to make payment for the Shares covered by the subscription agreement.
To the extent that customers of any Soliciting Dealer wish to subscribe
and pay for Shares with funds held by or to be deposited with those firms, then
such firms shall, subject to Rule 15c2-4 promulgated under the Securities
Exchange Act of 1934, either (i) upon receipt of an executed subscription
agreement or direction to execute a subscription agreement on behalf of a
customer, to forward the offering price for the Shares covered by the
subscription agreement on or before the close of business of the first business
day following receipt or execution of a subscription agreement by such firms to
the Managing Dealer (except that, in any case in which the Soliciting Dealer
maintains a branch office, and, pursuant to a Soliciting Dealer's internal
supervisory procedures, final internal supervisory review is conducted at a
different location, the branch office shall transmit the subscription documents
and subscriber's check to the Soliciting Dealer conducting such internal
supervisory review by the close of business on the first business day following
their receipt by the branch office and the Soliciting Dealer shall review the
subscription documents and subscriber's check to ensure their proper execution
and form and, if they are acceptable, transmit the check to the Managing Dealer
by the close of business on the first business day after the check is received
by the Soliciting Dealer), or (ii) to solicit indications of interest in which
event (a) such Soliciting Dealers must subsequently contact the customer
indicating interest to confirm the interest and give instructions to execute and
return a subscription agreement or to receive authorization to execute the
subscription agreement on the customer's behalf, (b) such Soliciting Dealers
must mail acknowledgments of receipt of orders to each customer confirming
interest on the business day following such confirmation, (c) such Soliciting
Dealers must debit accounts of such customers on the fifth business day (the
"debit date") following receipt of the confirmation referred to in (a), and (d)
such Soliciting Dealers must forward funds to the Managing Dealer in accordance
with the procedures and on the schedule set forth in clause (i) of this
sentence. If the procedure in (ii) is adopted, subscribers' funds are not
required to be in their accounts until the debit date. The Managing Dealer will
transmit the check to the Escrow Agent by no later than the close of business on
the first business day after the check is received from the Soliciting Dealer.
Investors, however, who are residents of Florida, Iowa, Maine,
Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, New Mexico,
North Carolina, Ohio, Oregon, South Dakota, Tennessee, or Washington must
complete and sign the Subscription Agreement in order to subscribe for Shares
and, therefore, may not subscribe for Shares by telephone. Representatives of
Soliciting Dealers who accept telephonic orders will execute the Subscription
Agreement on behalf of investors who place such orders. All investors who
telephonically subscribe for Shares will receive, with confirmation of their
subscription, a second copy of the Prospectus.
Residents of California, Oklahoma, and Texas who telephonically
subscribe for Shares will have the right to rescind such subscriptions within
ten days from receipt of the confirmation. Such investors who do not rescind
their subscriptions within such ten-day period shall be deemed to have assented
to all of the terms and conditions of the Subscription Agreement.
Additional Subscription Procedures. Investors who have questions or who
wish to place orders for Shares by telephone or to participate in the
Reinvestment Plan should contact their Soliciting Dealer. Certain Soliciting
Dealers do not permit telephonic subscriptions or participation in the
Reinvestment Plan. See "Summary of Reinvestment Plan." The form of Subscription
Agreement for certain Soliciting Dealers who do not permit telephonic
subscriptions or participation in the Reinvestment Plan differs slightly from
the form attached hereto as Appendix D, primarily in that it will eliminate one
or both of these options.
ESCROW ARRANGEMENTS
The Escrow Agreement between the Company and SouthTrust Bank, N.A. (the
"Bank") provides that escrowed funds will be invested by the Bank in an
interest-bearing account with the power of investment in short-term, highly
liquid securities issued or guaranteed by the U.S. Government, other investments
permitted under Rule 15c2-4 of the Securities Exchange Act of 1934, as amended,
or in other short-term, highly liquid investments with appropriate safety of
principal. Such subscription funds will be released periodically (at least once
per month) upon admission of stockholders to the Company.
The interest, if any, earned on subscription proceeds will be payable
only to those subscribers whose funds have been held in escrow by the Bank for
at least 20 days. Stockholders will not otherwise be entitled to interest earned
on Company funds or to receive interest on their Invested Capital.
ERISA CONSIDERATIONS
The following is a summary of material considerations arising under the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the
prohibited transaction provisions of Section 4975 of the Code that may be
relevant to prospective investors. This discussion does not purport to deal with
all aspects of ERISA or the Code that may be relevant to particular investors in
light of their particular circumstances.
A prospective investor that is an employee benefit plan subject to
ERISA, a tax-qualified retirement plan, an IRA, or a governmental, church, or
other Plan that is exempt from ERISA is advised to consult its own legal advisor
regarding the specific considerations arising under applicable provisions of
ERISA, the Code, and state law with respect to the purchase, ownership, or sale
of the Shares by such Plan or IRA.
Fiduciary Duties and Prohibited Transactions. A fiduciary of a pension,
profit-sharing, retirement or other employee benefit plan subject to ERISA (an
"ERISA Plan") should consider the fiduciary standards under ERISA in the context
of the ERISA Plan's particular circumstances before authorizing an investment of
any portion of the ERISA Plan's assets in the Common Stock. Accordingly, such
fiduciary should consider (i) whether the investment satisfies the
diversification requirements of Section 404(a)(1)(C) of ERISA; (ii) whether the
investment is in accordance with the documents and instruments governing the
ERISA Plan as required by Section 404(a)(1)(D) of ERISA; (iii) whether the
investment is prudent under Section 404(a)(1)(B) of ERISA; and (iv) whether the
investment is solely in the interests of the ERISA Plan participants and
beneficiaries and for the exclusive purpose of providing benefits to the ERISA
Plan participants and beneficiaries and defraying reasonable administrative
expenses of the ERISA Plan as required by Section 404(a)(1)(A) of ERISA.
In addition to the imposition of fiduciary standards, ERISA and Section
4975 of the Code prohibit a wide range of transactions between an ERISA Plan, an
IRA, or certain other plans (collectively, a "Plan") and persons who have
certain specified relationships to the Plan ("parties in interest" within the
meaning of ERISA and "disqualified persons" within the meaning of the Code).
Thus, a Plan fiduciary or person making an investment decision for a Plan also
should consider whether the acquisition or the continued holding of the Shares
might constitute or give rise to a direct or indirect prohibited transaction.
Plan Assets. The prohibited transaction rules of ERISA and the Code
apply to transactions with a Plan and also to transactions with the "plan
assets" of the Plan. The "plan assets" of a Plan include the Plan's interest in
an entity in which the Plan invests and, in certain circumstances, the assets of
the entity in which the Plan holds such interest. The term "plan assets" is not
specifically defined in ERISA or the Code, nor, as of the date hereof, has it
been interpreted definitively by the courts in litigation. On November 13, 1986,
the United States Department of Labor, the governmental agency primarily
responsible for administering ERISA, adopted a final regulation (the "DOL
Regulation") setting out the standards it will apply in determining whether an
equity investment in an entity will cause the assets of such entity to
constitute "plan assets." The DOL Regulation applies for purposes of both ERISA
and Section 4975 of the Code.
Under the DOL Regulation, if a Plan acquires an equity interest in an
entity, which equity interest is not a "publicly-offered security," the Plan's
assets generally would include both the equity interest and an undivided
interest in each of the entity's underlying assets unless certain specified
exceptions apply. The DOL Regulation defines a publicly-offered security as a
security that is "widely held," "freely transferable," and either part of a
class of securities registered under Section 12(b) or 12(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or sold pursuant to an
effective registration statement under the Securities Act (provided the
securities are registered under the Exchange Act within 120 days after the end
of the fiscal year of the issuer during which the offering occurred). The Shares
are being sold in an offering registered under the Securities Act of 1933, as
amended, and will be registered within the relevant time period under Section
12(b) of the Exchange Act.
The DOL Regulation provides that a security is "widely held" only if it
is part of a class of securities that is owned by 100 or more investors
independent of the issuer and of one another. However, a class of securities
will not fail to be "widely held" solely because the number of independent
investors falls below 100 subsequent to the initial public offering as a result
of events beyond the issuer's control. The Company expects the Shares to be
"widely held" upon completion of the offering.
The DOL Regulation provides that whether a security is "freely
transferable" is a factual question to be determined on the basis of all the
relevant facts and circumstances. The DOL Regulation further provides that when
a security is part of an offering in which the minimum investment is $10,000 or
less, as is the case with this offering, certain restrictions ordinarily will
not affect, alone or in combination, the finding that such securities are freely
transferable. The Company believes that the restrictions imposed under the
Articles of Incorporation on the transfer of the Common Stock are limited to
restrictions on transfer generally permitted under the DOL Regulation and are
not likely to result in the failure of the Common Stock to be "freely
transferable." See "Summary of the Articles of Incorporation and Bylaws --
Restriction of Ownership." The DOL Regulation only establishes a presumption in
favor of a finding of free transferability and, therefore, no assurance can be
given that the Department of Labor and the U.S. Treasury Department would not
reach a contrary conclusion with respect to the Common Stock.
Assuming that the Shares will be "widely held" and "freely
transferable," the Company believes that the Shares will be publicly-offered
securities for purposes of the DOL Regulation and that the assets of the Company
will not be deemed to be "plan assets" of any Plan that invests in the Shares.
DETERMINATION OF OFFERING PRICE
The offering price per Share was determined by the Company based upon
the estimated costs of investing in the Properties and the Mortgage Loans, the
fees to be paid to the Advisor and its Affiliates, as well as fees to third
parties, and the expenses of this offering.
SUPPLEMENTAL SALES MATERIAL
Shares are being offered only through this Prospectus. In addition to
this Prospectus, the Company may use certain sales materials in connection with
this offering, although only when accompanied or preceded by the delivery of
this Prospectus. No sales material may be used unless it has first been approved
in writing by the Company. As of the date of this Prospectus, it is anticipated
that the following sales material will be authorized for use by the Company in
connection with this offering: (i) a brochure entitled CNL Retirement
Properties, Inc. (formerly CNL Health Care Properties, Inc.); (ii) a fact sheet
describing the general features of the Company; (iii) a cover letter
transmitting the Prospectus; (iv) a summary description of the offering; (v) a
slide presentation; (vi) broker updates; (vii) an audio cassette presentation;
(viii) a video presentation; (ix) an electronic media presentation; (x) a cd-rom
presentation; (xi) a script for telephonic marketing; (xii) seminar
advertisements and invitations; and (xiii) certain third-party articles. All
such materials will be used only by registered broker-dealers that are members
of the NASD. The Company also may respond to specific questions from Soliciting
Dealers and prospective investors. Additional materials relating to the offering
may be made available to Soliciting Dealers for their internal use.
<PAGE>
LEGAL OPINIONS
The legality of the Shares being offered hereby has been passed upon
for the Company by Shaw Pittman. Statements made under "Risk Factors -- Tax
Risks" and "Federal Income Tax Considerations" have been reviewed by Shaw
Pittman, who have given their opinion that such statements as to matters of law
are correct in all material respects. Shaw Pittman serves as securities and tax
counsel to the Company and to the Advisor and certain of their Affiliates.
Certain members of the firm have invested in prior programs sponsored by the
Affiliates of the Company in aggregate amounts which do not exceed one percent
of the amounts sold by any such program, and members of the firm also may invest
in the Company.
EXPERTS
The audited consolidated balance sheets of the Company as of December
31, 1999 and 1998, and the related consolidated statements of operations,
stockholders' equity and cash flows for the years ended December 31, 1999 and
1998 and for the period December 22, 1997 (date of inception) through December
31, 1997, included in this Prospectus, have been included herein in reliance on
the report of PricewaterhouseCoopers LLP, independent certified public
accountants, given on the authority of that firm as experts in accounting and
auditing.
The audited statement of assets and liabilities of Brighton Gardens by
Marriott, Orland Park, Illinois (an unincorporated division of Marriott Senior
Living Services, Inc.) at December 31, 1999, and the related statements of
revenues and operating expenses and of excess of assets over liabilities and of
cash flows for the period October 11, 1999 (date of opening) through December
31, 1999, included in this Prospectus, have been included herein in reliance on
the report of PricewaterhouseCoopers LLP, independent certified public
accountants, given on the authority of that firm as experts in accounting and
auditing.
ADDITIONAL INFORMATION
A Registration Statement has been filed with the Securities and
Exchange Commission with respect to the securities offered hereby. This
Prospectus does not contain all information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. Statements contained in this Prospectus as to the
contents of any document are necessarily summaries of such documents, and in
each instance reference is made to the copy of such documents filed with the
Commission, each such statement being qualified in all respects by such
reference. For further information regarding the Company and the Shares,
reference is hereby made to the Registration Statement and to the exhibits and
schedules filed or incorporated as a part thereof which may be obtained from the
principal office of the Commission in Washington, D.C., upon payment of the fee
prescribed by the Commission, or examined at the principal office of the
Commission without charge. The Commission maintains a web site located at
http://www.sec.gov. that contains information regarding registrants that file
electronically with the Commission.
DEFINITIONS
"Acquisition Expenses" means any and all expenses incurred by the
Company, the Advisor, or any Affiliate of either in connection with the
selection or acquisition of any Property or the making of any Mortgage Loan,
whether or not acquired, including, without limitation, legal fees and expenses,
travel and communication expenses, costs of appraisals, nonrefundable option
payments on property not acquired, accounting fees and expenses, and title
insurance.
"Acquisition Fees" means any and all fees and commissions, exclusive of
Acquisition Expenses, paid by any person or entity to any other person or entity
(including any fees or commissions paid by or to any Affiliate of the Company or
the Advisor) in connection with making or investing in Mortgage Loans or the
purchase, development or construction of a Property, including, without
limitation, real estate commissions, acquisition fees, finder's fees, selection
fees, Development Fees, Construction Fees, nonrecurring management fees,
consulting fees, loan fees, points, or any other fees or commissions of a
similar nature. Excluded shall be development fees and construction fees paid to
any person or entity not affiliated with the Advisor in connection with the
actual development and construction of any Property.
"ADLs" means activities of daily living, such as eating, dressing,
walking, bathing and bathroom use.
"Advisor" means CNL Retirement Corp. (formerly CNL Health Care Corp.),
a Florida corporation, any successor advisor to the Company, or any person or
entity to which CNL Retirement Corp. or any successor advisors subcontracts
substantially all of its functions.
"Advisory Agreement" means the Advisory Agreement between the Company
and the Advisor, pursuant to which the Advisor will act as the advisor to the
Company and provide specified services to the Company.
"Affiliate" means (i) any person or entity directly or indirectly
through one or more intermediaries controlling, controlled by, or under common
control with another person or entity; (ii) any person or entity directly or
indirectly owning, controlling, or holding with power to vote ten percent (10%)
or more of the outstanding voting securities of another person or entity; (iii)
any officer, director, partner, or trustee of such person or entity; (iv) any
person ten percent (10%) or more of whose outstanding voting securities are
directly or indirectly owned, controlled or held, with power to vote, by such
other person; and (v) if such other person or entity is an officer, director,
partner, or trustee of a person or entity, the person or entity for which such
person or entity acts in any such capacity.
"Articles of Incorporation" means the Articles of Incorporation, as the
same may be amended from time to time, of the Company.
"Asset Management Fee" means the fee payable to the Advisor for
day-to-day professional management services in connection with the Company and
its investments in Properties and Mortgage Loans pursuant to the Advisory
Agreement.
"Assets" means Properties, Mortgage Loans and Secured Equipment Leases,
collectively.
"Average Invested Assets" means, for a specified period, the average of
the aggregate book value of the assets of the Company invested, directly or
indirectly, in equity interests in and loans secured by real estate before
reserves for depreciation or bad debts or other similar non-cash reserves,
computed by taking the average of such values at the end of each month during
such period.
"Bank" means SouthTrust Bank, N.A., escrow agent for the offering.
"Board of Directors" means the Directors of the Company.
"Bylaws" means the bylaws of the Company.
"Certificate of Need Laws" means laws enacted by certain states
requiring a health care corporation to apply and to be approved prior to
establishing or modifying a health care facility.
"CNL" means CNL Holdings, Inc., the parent company either directly or
indirectly of the Advisor and the Managing Dealer.
"Code" means the Internal Revenue Code of 1986, as amended.
"Common Stock" means the common stock, par value $0.01 per share, of
the Company.
"Competitive Real Estate Commission" means a real estate or brokerage
commission for the purchase or sale of property which is reasonable, customary,
and competitive in light of the size, type, and location of the property. The
total of all real estate commissions paid by the Company to all persons and
entities (including the subordinated real estate disposition fee payable to the
Advisor) in connection with any Sale of one or more of the Company's Properties
shall not exceed the lesser of (i) a Competitive Real Estate Commission or (ii)
six percent of the gross sales price of the Property or Properties.
"Construction Fee" means a fee or other remuneration for acting as a
general contractor and/or construction manager to construct improvements,
supervise and coordinate projects or provide major repairs or rehabilitation on
a Property.
"Counsel" means tax counsel to the Company.
"Deferred Commission Option" means an agreement between a stockholder,
the participating Soliciting Dealer and the Managing Dealer to have Selling
Commissions paid over a seven year period as described in "The Offering -- Plan
of Distribution."
"Development Fee" means a fee for such activities as negotiating and
approving plans and undertaking to assist in obtaining zoning and necessary
variances and necessary financing for a specific Property, either initially or
at a later date.
"Director" means a member of the Board of Directors of the Company.
"Distributions" means any distributions of money or other property by
the Company to owners of Shares including distributions that may constitute a
return of capital for federal income tax purposes.
"Equipment" means the furniture, fixtures and equipment used at Health
Care Facilities by operators of Health Care Facilities.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
"ERISA Plan" means a pension, profit-sharing, retirement, or other
employee benefit plan subject to ERISA.
"Excess Shares" means the excess shares exchanged for shares of Common
Stock or Preferred Stock, as the case may be, transferred or proposed to be
transferred in excess of the Ownership Limit or which would otherwise jeopardize
the Company's status as a REIT under the Code.
"Front-End Fees" means fees and expenses paid by any person or entity
to any person or entity for any services rendered in connection with the
organization of the Company and investing in Properties and Mortgage Loans,
including Selling Commissions, marketing support and due diligence expense
reimbursement fees, Offering Expenses, Acquisition Expenses and Acquisition Fees
paid out of Gross Proceeds, and any other similar fees, however designated.
During the term of the Company, Front-End Fees shall not exceed 20% of Gross
Proceeds.
"Gross Proceeds" means the aggregate purchase price of all Shares sold
for the account of the Company through the offering, without deduction for
Selling Commissions, volume discounts, the marketing support and due diligence
expense reimbursement fee or Offering Expenses. For the purpose of computing
Gross Proceeds, the purchase price of any Share for which reduced Selling
Commissions are paid to the Managing Dealer or a Soliciting Dealer (where net
proceeds to the Company are not reduced) shall be deemed to be the full offering
price, currently $10.00.
"Health Care Facilities" means facilities at which health care services
are provided, including, but not limited to, congregate living facilities,
assisted living facilities, skilled nursing facilities, continuing care
retirement communities , life care communities, medical office buildings and
walk-in clinics.
"IADLs" means instrumental activities of daily living, such as
shopping, telephone use and money management.
"Independent Director" means a Director who is not and within the last
two years has not been directly or indirectly associated with the Advisor by
virtue of (i) ownership of an interest in the Advisor or its Affiliates, (ii)
employment by the Advisor or its Affiliates, (iii) service as an officer or
director of the Advisor or its Affiliates, (iv) the performance of services,
other than as a Director, for the Company, (v) service as a director or trustee
of more than three real estate investment trusts advised by the Advisor, or (vi)
maintenance of a material business or professional relationship with the Advisor
or any of its Affiliates. An indirect relationship shall include circumstances
in which a Director's spouse, parents, children, siblings, mothers- or
fathers-in-law or sons- or daughters-in-law, or brothers- or sisters-in-law is
or has been associated with the Advisor, any of its affiliates, or the Company.
A business or professional relationship is considered material if the gross
revenue derived by the Director from the Advisor and Affiliates exceeds 5% of
either the Director's annual gross revenue during either of the last two years
or the Director's net worth on a fair market value basis.
"Independent Expert" means a person or entity with no material current
or prior business or personal relationship with the Advisor or the Directors and
who is engaged to a substantial extent in the business of rendering opinions
regarding the value of assets of the type held by the Company.
"Initial Offering" means the initial offering of the Company which
commenced on September 18, 1998 and is expected to terminate in September 2000,
at which time this offering will commence.
"Invested Capital" means the amount calculated by multiplying the total
number of shares of Common Stock purchased by stockholders by the issue price,
reduced by the portion of any Distribution that is attributable to Net Sales
Proceeds and by any amounts paid by the Company to repurchase Shares pursuant to
the plan for redemption of Shares.
"IRA" means an Individual Retirement Account.
"IRS" means the Internal Revenue Service.
"Joint Ventures" means the joint venture or general partnership
arrangements in which the Company is a co-venturer or general partner which are
established to acquire Properties.
"Leverage" means the aggregate amount of indebtedness of the Company
for money borrowed (including purchase money mortgage loans) outstanding at any
time, both secured and unsecured.
"Line of Credit" means one or more lines of credit initially in an
aggregate amount up to $45,000,000, the proceeds of which will be used to
acquire Properties and make Mortgage Loans and Secured Equipment Leases and to
pay the Secured Equipment Lease Servicing Fee. The Line of Credit may be in
addition to any Permanent Financing.
"Listing" means the listing of the Shares of the Company on a national
securities exchange or over-the-counter market.
"Managing Dealer" means CNL Securities Corp., an Affiliate of the
Advisor, or such other person or entity selected by the Board of Directors to
act as the managing dealer for the offering. CNL Securities Corp.
is a member of the National Association of Securities Dealers, Inc.
"Mortgage Loans" means, in connection with mortgage financing provided
by the Company, notes or other evidences of indebtedness or obligations which
are secured or collateralized by real estate owned by the borrower.
"Net Assets" means the total assets of the Company (other than
intangibles) at cost before deducting depreciation or other non-cash reserves
less total liabilities, calculated quarterly by the Company, on a basis
consistently applied.
"Net Income" means for any period, the total revenues applicable to
such period, less the total expenses applicable to such period excluding
additions to reserves for depreciation, bad debts, or other similar non-cash
reserves; provided, however, Net Income for purposes of calculating total
allowable Operating Expenses (as defined herein) shall exclude the gain from the
sale of the Company's Assets.
"Net Offering Proceeds" means Gross Proceeds less (i) Selling
Commissions, (ii) Offering Expenses, and (iii) the marketing support and due
diligence expense reimbursement fee.
"Net Sales Proceeds" means, in the case of a transaction described in
clause (i)(A) of the definition of Sale, the proceeds of any such transaction
less the amount of all real estate commissions and closing costs paid by the
Company. In the case of a transaction described in clause (i)(B) of such
definition, Net Sales Proceeds means the proceeds of any such transaction less
the amount of any legal and other selling expenses incurred in connection with
such transaction. In the case of a transaction described in clause (i)(C) of
such definition, Net Sales Proceeds means the proceeds of any such transaction
actually distributed to the Company from the Joint Venture. In the case of a
transaction or series of transactions described in clause (i)(D) of the
definition of Sale, Net Sales Proceeds means the proceeds of any such
transaction less the amount of all commissions and closing costs paid by the
Company. In the case of a transaction described in clause (ii) of the definition
of Sale, Net Sales Proceeds means the proceeds of such transaction or series of
transactions less all amounts generated thereby and reinvested in one or more
Properties within 180 days thereafter and less the amount of any real estate
commissions, closing costs, and legal and other selling expenses incurred by or
allocated to the Company in connection with such transaction or series of
transactions. Net Sales Proceeds shall also include, in the case of any lease of
a Property consisting of a building only, any Mortgage Loan or any Secured
Equipment Lease, any amounts from tenants, borrowers or lessees that the Company
determines, in its discretion, to be economically equivalent to proceeds of a
Sale. Net Sales Proceeds shall not include, as determined by the Company in its
sole discretion, any amounts reinvested in one or more Properties, Mortgage
Loans or Secured Equipment Leases, to repay outstanding indebtedness, or to
establish reserves.
"Offering Expenses" means any and all costs and expenses, other than
Selling Commissions, the 0.5% marketing support and due diligence expense
reimbursement fee, and the Soliciting Dealer Servicing Fee incurred by the
Company, the Advisor or any Affiliate of either in connection with the
qualification and registration of the Company and the marketing and distribution
of Shares, including, without limitation, the following: legal, accounting, and
escrow fees; printing, amending, supplementing, mailing, and distributing costs;
filing, registration, and qualification fees and taxes; telegraph and telephone
costs; and all advertising and marketing expenses, including the costs related
to investor and broker-dealer sales meetings. The Offering Expenses paid by the
Company in connection with the offering, together with the 7.5% Selling
Commissions, the 0.5% marketing support and due diligence expense reimbursement
fee, and the Soliciting Dealer Servicing Fee incurred by the Company will not
exceed 13% of the proceeds raised in connection with this offering.
"Operating Expenses" includes all costs and expenses incurred by the
Company, as determined under generally accepted accounting principles, which in
any way are related to the operation of the Company or to Company business,
including (a) advisory fees, (b) the Soliciting Dealer Servicing Fee, (c) the
Asset Management Fee, (d) the Performance Fee, and (e) the Subordinated
Incentive Fee, but excluding (i) the expenses of raising capital such as
Offering Expenses, legal, audit, accounting, underwriting, brokerage, listing,
registration, and other fees, printing and other such expenses, and tax incurred
in connection with the issuance, distribution, transfer, registration, and
Listing of the Shares, (ii) interest payments, (iii) taxes, (iv) non-cash
expenditures such as depreciation, amortization, and bad debt reserves, (v) the
Advisor's subordinated 10% share of Net Sales Proceeds, (vi) the Secured
Equipment Lease Servicing Fee, and (vii) Acquisition Fees and Acquisition
Expenses, real estate commissions on the sale of property and other expenses
connected with the acquisition and ownership of real estate interests, mortgage
loans, or other property (such as the costs of foreclosure, insurance premiums,
legal services, maintenance, repair, and improvement of property).
"Ownership Limit" means, with respect to shares of Common Stock and
Preferred Stock, the percent limitation placed on the ownership of Common Stock
and Preferred Stock by any one Person (as defined in the Articles of
Incorporation). As of the initial date of this Prospectus, the Ownership Limit
is 9.8% of the outstanding Common Stock and 9.8% of the outstanding Preferred
Stock.
"Participants" means those stockholders who elect to participate in the
Reinvestment Plan.
"Performance Fee" means the fee payable to the Advisor under certain
circumstances if certain performance standards have been met and the
Subordinated Incentive Fee has not been paid.
"Permanent Financing" means financing (i) to acquire Assets, (ii) to
pay the Secured Equipment Lease Servicing Fee, (iii) to pay a fee of 4.5% of any
Permanent Financing, excluding amounts to fund Secured Equipment Leases, as
Acquisition Fees, and (iv) refinance outstanding amounts on the Line of Credit.
Permanent Financing may be in addition to any borrowing under the Line of
Credit.
"Plan" means ERISA Plans, IRAs, Keogh plans, stock bonus plans, and
certain other plans.
"Preferred Stock" means any class or series of preferred stock of the
Company that may be issued in accordance with the terms of the Articles of
Incorporation and applicable law.
"Properties" means (i) the real properties, including the buildings
located thereon and including Equipment, (ii) the real properties only, or (iii)
the buildings only, including Equipment, which are acquired by the Company,
either directly or through joint venture arrangements or other partnerships.
<PAGE>
"Prospectus" means the final prospectus included in the Company's
Registration Statement filed with the Securities and Exchange Commission,
pursuant to which the Company will offer Shares to the public, as the same may
be amended or supplemented from time to time after the effective date of such
Registration Statement.
"Qualified Plans" means qualified pension, profit-sharing, and stock
bonus plans, including Keogh plans and IRAs.
"Real Estate Asset Value" means the amount actually paid or allocated
to the purchase, development, construction or improvement of a Property,
exclusive of Acquisition Fees and Acquisition Expenses.
"Reinvestment Agent" or "Agent" means the independent agent, which
currently is MMS Securities, Inc., for Participants in the Reinvestment Plan.
"Reinvestment Plan" means the Reinvestment Plan, in the form attached
hereto as Appendix A.
"Reinvestment Proceeds" means net proceeds available from the sale of
Shares under the Reinvestment Plan to redeem Shares or, under certain
circumstances, to invest in additional Properties or Mortgage Loans.
"REIT" means real estate investment trust, as defined pursuant to
Sections 856 through 860 of the Code.
"Related Party Tenant" means a related party tenant, as defined
pursuant to Section 856(d)(2)(B) of the Code.
"Roll-Up Entity" means a partnership, real estate investment trust,
corporation, trust, or similar entity that would be created or would survive
after the successful completion of a proposed Roll-Up Transaction.
"Roll-Up Transaction" means a transaction involving the acquisition,
merger, conversion, or consolidation, directly or indirectly, of the Company and
the issuance of securities of a Roll-Up Entity. Such term does not include: (i)
a transaction involving securities of the Company that have been listed on a
national securities exchange or the National Association of Securities Dealers
Automated Quotation National Market System for at least 12 months; or (ii) a
transaction involving the conversion to corporate, trust, or association form of
only the Company if, as a consequence of the transaction, there will be no
significant adverse change in stockholder voting rights, the term of existence
of the Company, compensation to the Advisor, or the investment objectives of the
Company.
"Sale" (i) means any transaction or series of transactions whereby: (A)
the Company sells, grants, transfers, conveys, or relinquishes its ownership of
any Property or portion thereof, including the lease of any Property consisting
of the building only, and including any event with respect to any Property which
gives rise to a significant amount of insurance proceeds or condemnation awards;
(B) the Company sells, grants, transfers, conveys, or relinquishes its ownership
of all or substantially all of the interest of the Company in any Joint Venture
in which it is a co-venturer or partner; (C) any Joint Venture in which the
Company as a co-venturer or partner sells, grants, transfers, conveys, or
relinquishes its ownership of any Property or portion thereof, including any
event with respect to any Property which gives rise to insurance claims or
condemnation awards or, (D) the Company sells, grants, conveys or relinquishes
its interest in any Mortgage Loan or Secured Equipment Lease or portion thereof,
including any event with respect to any Mortgage Loan or Secured Equipment Lease
which gives rise to a significant amount of insurance proceeds or similar
awards, but (ii) shall not include any transaction or series of transactions
specified in clause (i)(A), (i)(B) or (i)(C) above in which the proceeds of such
transaction or series of transactions are reinvested in one or more Properties
within 180 days thereafter.
"Secured Equipment Leases" means the Equipment financing made available
by the Company to operators of Health Care Facilities pursuant to which the
Company will finance, through loans or direct financing leases, the Equipment.
"Secured Equipment Lease Servicing Fee" means the fee payable to the
Advisor by the Company out of the proceeds of the Line of Credit or Permanent
Financing for negotiating Secured Equipment Leases and supervising the Secured
Equipment Lease program equal to 2% of the purchase price of the Equipment
subject to each Secured Equipment Lease and paid upon entering into such lease
or loan. No other fees will be payable in connection with the Secured Equipment
Lease program.
"Selling Commissions" means any and all commissions payable to
underwriters, managing dealers, or other broker-dealers in connection with the
sale of Shares as described in the Prospectus, including, without limitation,
commissions payable to CNL Securities Corp.
"Shares" means the shares of Common Stock of the Company, including the
up to 15,500,000 shares to be sold in this offering.
"Soliciting Dealers" means those broker-dealers that are members of the
National Association of Securities Dealers, Inc., or that are exempt from
broker-dealer registration, and that, in either case, enter into participating
broker or other agreements with the Managing Dealer to sell Shares.
"Soliciting Dealer Servicing Fee" means an annual fee of .20% of the
aggregate investment of stockholders who purchase Shares in this offering,
payable to the Managing Dealer on December 31 of each year following the year in
which the offering terminates. The Managing Dealer, in its sole discretion, in
turn may reallow all or a portion of such fee to the Soliciting Dealers whose
clients hold Shares on such date.
"Sponsor" means any Person directly or indirectly instrumental in
organizing, wholly or in part, the Company or any person who will control,
manage or participate in the management of the Company, and any Affiliate of
such Person. Not included is any Person whose only relationship with the Company
is that of an independent property manager of Company assets, and whose only
compensation is as such. Sponsor does not include independent third parties such
as attorneys, accountants, and underwriters whose only compensation is for
professional services. A Person may also be deemed a Sponsor of the Company by:
a. taking the initiative, directly or indirectly, in founding or
organizing the business or enterprise of the Company, either
alone or in conjunction with one or more other Persons;
b. receiving a material participation in the Company in
connection with the founding or organizing of the business of
the Company, in consideration of services or property, or both
services and property;
c. having a substantial number of relationships and contacts with
the Company;
d. possessing significant rights to control Company Properties;
e. receiving fees for providing services to the Company which are
paid on a basis that is not customary in the industry; or
f. providing goods or services to the Company on a basis which
was not negotiated at arm's-length with the Company.
"Stockholders' 8% Return" as of each date, shall mean an aggregate
amount equal to an 8% cumulative, noncompounded, annual return on Invested
Capital.
"Subscription Agreement" means the Subscription Agreement, in the form
attached hereto as Appendix D.
"Subordinated Incentive Fee" means the fee payable to the Advisor under
certain circumstances if the Shares are listed on a national securities exchange
or over-the-counter market.
"Termination Date" means the date of termination of the Advisory
Agreement.
"Total Proceeds" means Gross Proceeds, loan proceeds from Permanent
Financing and amounts outstanding on the Line of Credit, if any, at the time of
Listing, but excluding loan proceeds used to finance Secured Equipment Leases.
"Triple-Net Lease" generally means a Property lease pursuant to which
the tenant is responsible for property costs associated with ongoing operations,
including repairs, maintenance, property taxes, utilities and insurance.
"Unimproved Real Property" means Property in which the Company has an
equity interest that is not acquired for the purpose of producing rental or
other operating income, that has no development or construction in process and
for which no development or construction is planned, in good faith, to commence
within one year.
<PAGE>
APPENDIX A
FORM OF
REINVESTMENT PLAN
<PAGE>
FORM OF
REINVESTMENT PLAN
<PAGE>
CNL RETIREMENT PROPERTIES, INC. (formerly CNL Health Care Properties,
Inc.), a Maryland corporation (the "Company"), pursuant to its Articles of
Incorporation, adopted a Reinvestment Plan (the "Reinvestment Plan") on the
terms and conditions set forth below.
1. Reinvestment of Distributions. MMS Securities, Inc., the agent (the
"Reinvestment Agent") for participants (the "Participants") in the Reinvestment
Plan, will receive all cash distributions made by the Company with respect to
shares of common stock of the Company (the "Shares") owned by each Participant
(collectively, the "Distributions"). The Reinvestment Agent will apply such
Distributions as follows:
(a) At any period during which the Company is making a public
offering of Shares, the Reinvestment Agent will invest Distributions in
Shares acquired from the managing dealer or participating brokers for
the offering at the public offering price per Share. During such
period, commissions and the marketing support and due diligence fee
equal to 0.5% of the total amount raised from sale of the Shares may be
reallowed to the broker who made the initial sale of Shares to the
Participant at the same rate as for initial purchases.
(b) If no public offering of Shares is ongoing, the Reinvestment
Agent will purchase Shares from any additional shares which the Company
elects to register with the Securities and Exchange Commission (the
"SEC") for the Reinvestment Plan, at a per Share price equal to the
fair market value of the Shares determined by (i) quarterly appraisal
updates performed by the Company based on a review of the existing
appraisal and lease of each Property, focusing on a re-examination of
the capitalization rate applied to the rental stream to be derived from
that Property; and (ii) a review of the outstanding Mortgage Loans and
Secured Equipment Leases focusing on a determination of present value
by a re-examination of the capitalization rate applied to the stream of
payments due under the terms of each Mortgage Loan and Secured
Equipment Lease. The capitalization rate used by the Company and, as a
result, the price per Share paid by Participants in the Reinvestment
Plan prior to Listing will be determined by CNL Retirement Corp. (the
"Advisor") in its sole discretion. The factors that the Advisor will
use to determine the capitalization rate include (i) its experience in
selecting, acquiring and managing properties similar to the Properties;
(ii) an examination of the conditions in the market; and (iii)
capitalization rates in use by private appraisers, to the extent that
the Advisor deems such factors appropriate, as well as any other
factors that the Advisor deems relevant or appropriate in making its
determination. The Company's internal accountants will then convert the
most recent quarterly balance sheet of the Company from a "GAAP"
balance sheet to a "fair market value" balance sheet. Based on the
"fair market value" balance sheet, the internal accountants will then
assume a sale of the Company's assets and the liquidation of the
Company in accordance with its constitutive documents and applicable
law and compute the appropriate method of distributing the cash
available after payment of reasonable liquidation expenses, including
closing costs typically associated with the sale of assets and shared
by the buyer and seller, and the creation of reasonable reserves to
provide for the payment of any contingent liabilities. Upon listing of
the Shares on a national securities exchange or over-the-counter
market, the Reinvestment Agent may purchase Shares either through such
market or directly from the Company pursuant to a registration
statement relating to the Reinvestment Plan, in either case at a per
Share price equal to the then-prevailing market price on the national
securities exchange or over-the-counter market on which the Shares are
listed at the date of purchase by the Reinvestment Agent. In the event
that, after Listing occurs, the Reinvestment Agent purchases Shares on
a national securities exchange or over-the-counter market through a
registered broker-dealer, the amount to be reinvested shall be reduced
by any brokerage commissions charged by such registered broker-dealer.
In the event that such registered broker-dealer charges reduced
brokerage commissions, additional funds in the amount of any such
reduction shall be left available for the purchase of Shares.
(c) For each Participant, the Reinvestment Agent will maintain a
record which shall reflect for each fiscal quarter the Distributions
received by the Reinvestment Agent on behalf of such Participant. The
Reinvestment Agent will use the aggregate amount of Distributions to
all Participants for each fiscal quarter to purchase Shares for the
Participants. If the aggregate amount of Distributions to Participants
exceeds the amount required to purchase all Shares then available for
purchase, the Reinvestment Agent will purchase all available Shares and
will return all remaining Distributions to the Participants within 30
days after the date such Distributions are made. The purchased Shares
will be allocated among the Participants based on the portion of the
aggregate Distributions received by the Reinvestment Agent on behalf of
each Participant, as reflected in the records maintained by the
Reinvestment Agent. The ownership of the Shares purchased pursuant to
the Reinvestment Plan shall be reflected on the books of the Company.
(d) Distributions shall be invested by the Reinvestment Agent in
Shares promptly following the payment date with respect to such
Distributions to the extent Shares are available. If sufficient Shares
are not available, Distributions shall be invested on behalf of the
Participants in one or more interest-bearing accounts in a commercial
bank approved by the Company which is located in the continental United
States and has assets of at least $100,000,000, until Shares are
available for purchase, provided that any Distributions that have not
been invested in Shares within 30 days after such Distributions are
made by the Company shall be returned to Participants.
(e) The allocation of Shares among Participants may result in the
ownership of fractional Shares, computed to four decimal places.
(f) Distributions attributable to Shares purchased on behalf of
the Participants pursuant to the Reinvestment Plan will be reinvested
in additional Shares in accordance with the terms hereof.
(g) No certificates will be issued to a Participant for Shares
purchased on behalf of the Participant pursuant to the Reinvestment
Plan except to Participants who make a written request to the
Reinvestment Agent. Participants in the Reinvestment Plan will receive
statements of account in accordance with Paragraph 7 below.
2. Election to Participate. Any stockholder who participates in a
public offering of Shares and who has received a copy of the related final
prospectus included in the Company's registration statement filed with the SEC
may elect to participate in and purchase Shares through the Reinvestment Plan at
any time by written notice to the Company and would not need to receive a
separate prospectus relating solely to the Reinvestment Plan. A person who
becomes a stockholder otherwise than by participating in a public offering of
Shares may purchase Shares through the Reinvestment Plan only after receipt of a
separate prospectus relating solely to the Reinvestment Plan. Participation in
the Reinvestment Plan will commence with the next Distribution made after
receipt of the Participant's notice, provided it is received more than ten days
prior to the last day of the fiscal month or quarter, as the case may be, to
which such Distribution relates. Subject to the preceding sentence, regardless
of the date of such election, a stockholder will become a Participant in the
Reinvestment Plan effective on the first day of the fiscal month (prior to
termination of the offering of Shares) or fiscal quarter (after termination of
the offering of Shares) following such election, and the election will apply to
all Distributions attributable to the fiscal quarter or month (as the case may
be) in which the stockholder makes such written election to participate in the
Reinvestment Plan and to all fiscal quarters or months thereafter. A Participant
who has terminated his participation in the Reinvestment Plan pursuant to
Paragraph 11 will be allowed to participate in the Reinvestment Plan again upon
receipt of a current version of a final prospectus relating to participation in
the Reinvestment Plan which contains, at a minimum, the following: (i) the
minimum investment amount; (ii) the type or source of proceeds which may be
invested; and (iii) the tax consequences of the reinvestment to the Participant,
by notifying the Reinvestment Agent and completing any required forms.
3. Distribution of Funds. In making purchases for Participants'
accounts, the Reinvestment Agent may commingle Distributions attributable to
Shares owned by Participants in the Reinvestment Plan.
4. Proxy Solicitation. The Reinvestment Agent will distribute to
Participants proxy solicitation material received by it from the Company which
is attributable to Shares held in the Reinvestment Plan. The Reinvestment Agent
will vote any Shares that it holds for the account of a Participant in
accordance with the Participant's written instructions. If a Participant gives a
proxy to person(s) representing the Company covering Shares registered in the
Participant's name, such proxy will be deemed to be an instruction to the
Reinvestment Agent to vote the full Shares in the Participant's account in like
manner. If a Participant does not direct the Reinvestment Agent as to how the
Shares should be voted and does not give a proxy to person(s) representing the
Company covering these Shares, the Reinvestment Agent will not vote said Shares.
5. Absence of Liability. Neither the Company nor the Reinvestment Agent
shall have any responsibility or liability as to the value of the Company's
Shares, any change in the value of the Shares acquired for the Participant's
account, or the rate of return earned on, or the value of, the interest-bearing
accounts, in which Distributions are invested. Neither the Company nor the
Reinvestment Agent shall be liable for any act done in good faith, or for any
good faith omission to act, including, without limitation, any claims of
liability (a) arising out of the failure to terminate a Participant's
participation in the Reinvestment Plan upon such Participant's death prior to
receipt of notice in writing of such death and the expiration of 15 days from
the date of receipt of such notice and (b) with respect to the time and the
prices at which Shares are purchased for a Participant. Notwithstanding the
foregoing, liability under the federal securities laws cannot be waived.
Similarly, the Company and the Reinvestment Agent have been advised that in the
opinion of certain state securities commissioners, indemnification is also
considered contrary to public policy and therefore unenforceable.
6. Suitability.
(a) Within 60 days prior to the end of each fiscal year, CNL
Securities Corp. ("CSC"), will mail to each Participant a participation
agreement (the "Participation Agreement"), in which the Participant
will be required to represent that there has been no material change in
the Participant's financial condition and confirm that the
representations made by the Participant in the Subscription Agreement
(a form of which shall be attached to the Participation Agreement) are
true and correct as of the date of the Participation Agreement, except
as noted in the Participation Agreement or the attached form of
Subscription Agreement.
(b) Each Participant will be required to return the executed
Participation Agreement to CSC within 30 days after receipt. In the
event that a Participant fails to respond to CSC or return the
completed Participation Agreement on or before the fifteenth (15th) day
after the beginning of the fiscal year following receipt of the
Participation Agreement, the Participant's Distribution for the first
fiscal quarter of that year will be sent directly to the Participant
and no Shares will be purchased on behalf of the Participant for that
fiscal quarter and, subject to (c) below, any fiscal quarters
thereafter, until CSC receives an executed Participation Agreement from
the Participant.
(c) If a Participant fails to return the executed Participation
Agreement to CSC prior to the end of the second fiscal quarter for any
year of the Participant's participation in the Reinvestment Plan, the
Participant's participation in the Reinvestment Plan shall be
terminated in accordance with Paragraph 11 below.
(d) Each Participant shall notify CSC in the event that, at any
time during his participation in the Reinvestment Plan, there is any
material change in the Participant's financial condition or inaccuracy
of any representation under the Subscription Agreement.
(e) For purposes of this Paragraph 6, a material change shall
include any anticipated or actual decrease in net worth or annual gross
income or any other change in circumstances that would cause the
Participant to fail to meet the suitability standards set forth in the
Company's Prospectus.
7. Reports to Participants. Within 60 days after the end of each fiscal
quarter, the Reinvestment Agent will mail to each Participant a statement of
account describing, as to such Participant, the Distributions received during
the quarter, the number of Shares purchased during the quarter, the per Share
purchase price for such Shares, the total administrative charge to such
Participant, and the total Shares purchased on behalf of the Participant
pursuant to the Reinvestment Plan. Each statement shall also advise the
Participant that, in accordance with Paragraph 6(d) hereof, he is required to
notify CSC in the event that there is any material change in his financial
condition or if any representation under the Subscription Agreement becomes
inaccurate. Tax information for income earned on Shares under the Reinvestment
Plan will be sent to each participant by the Company or the Reinvestment Agent
at least annually.
8. Administrative Charges, Commissions, and Plan Expenses. The Company
shall be responsible for all administrative charges and expenses charged by the
Reinvestment Agent. The administrative charge for each Participant for each
fiscal quarter shall be the lesser of 5% of the amount reinvested for the
Participant or $2.50, with a minimum charge of $.50. Any interest earned on
Distributions will be paid to the Company to defray costs relating to the
Reinvestment Plan. Additionally, in connection with any Shares purchased from
the Company both prior to and after the termination of a public offering of the
Shares, the Company will pay to CSC selling commissions of 7.5%, a marketing
support and due diligence expense reimbursement fee of .5%, and, in the event
that proceeds of the sale of Shares pursuant to the Reinvestment Plan are used
to acquire Properties or to invest in Mortgage Loans, will pay to CNL Retirement
Corp. acquisition fees of 4.5% of the purchase price of the Shares sold pursuant
to the Reinvestment Plan.
9. No Drawing. No Participant shall have any right to draw checks or
drafts against his account or give instructions to the Company or the
Reinvestment Agent except as expressly provided herein.
10. Taxes. Taxable Participants may incur a tax liability for
Distributions made with respect to such Participant's Shares, even though they
have elected not to receive their Distributions in cash but rather to have their
Distributions held in their account under the Reinvestment Plan.
11. Termination.
(a) A Participant may terminate his participation in the
Reinvestment Plan at any time by written notice to the Company. To be
effective for any Distribution, such notice must be received by the
Company at least ten business days prior to the last day of the fiscal
month or quarter to which such Distribution relates.
(b) The Company or the Reinvestment Agent may terminate a
Participant's individual participation in the Reinvestment Plan, and
the Company may terminate the Reinvestment Plan itself at any time by
ten days' prior written notice mailed to a Participant, or to all
Participants, as the case may be, at the address or addresses shown on
their account or such more recent address as a Participant may furnish
to the Company in writing.
(c) After termination of the Reinvestment Plan or termination of a
Participant's participation in the Reinvestment Plan, the Reinvestment
Agent will send to each Participant (i) a statement of account in
accordance with Paragraph 7 hereof, and (ii) a check for (a) the amount
of any Distributions in the Participant's account that have not been
reinvested in Shares, and (b) the value of any fractional Shares
standing to the credit of a Participant's account based on the market
price of the Shares. The record books of the Company will be revised to
reflect the ownership of record of the Participant's full Shares and
any future Distributions made after the effective date of the
termination will be sent directly to the former Participant.
12. Notice. Any notice or other communication required or permitted to
be given by any provision of this Reinvestment Plan shall be in writing and
addressed to Investor Services Department, CNL Securities Corp., Post Office Box
4920, Orlando, Florida 32802-4920, if to the Company, or to MMS Securities,
Inc., 1845 Maxwell, Suite 101, Troy, Michigan 48084-4510, if to the Reinvestment
Agent, or such other addresses as may be specified by written notice to all
Participants. Notices to a Participant may be given by letter addressed to the
Participant at the Participant's last address of record with the Company. Each
Participant shall notify the Company promptly in writing of any change of
address.
13. Amendment. The terms and conditions of this Reinvestment Plan may
be amended or supplemented by an agreement between the Reinvestment Agent and
the Company at any time, including but not limited to an amendment to the
Reinvestment Plan to add a voluntary cash contribution feature or to substitute
a new Reinvestment Agent to act as agent for the Participants or to increase the
administrative charge payable to the Reinvestment Agent, by mailing an
appropriate notice at least 30 days prior to the effective date thereof to each
Participant at his last address of record; provided, that any such amendment
must be approved by a majority of the Independent Directors of the Company. Such
amendment or supplement shall be deemed conclusively accepted by each
Participant except those Participants from whom the Company receives written
notice of termination prior to the effective date thereof.
14. Governing Law. THIS REINVESTMENT PLAN AND A PARTICIPANT'S ELECTION
TO PARTICIPATE IN THE REINVESTMENT PLAN SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF FLORIDA; PROVIDED, HOWEVER, THAT CAUSES OF ACTION FOR VIOLATIONS OF
FEDERAL OR STATE SECURITIES LAWS SHALL NOT BE GOVERNED BY THIS SECTION 14.
<PAGE>
APPENDIX B
FINANCIAL INFORMATION
<PAGE>
INDEX TO FINANCIAL STATEMENTS
CNL RETIREMENT PROPERTIES, INC.
(formerly CNL Health Care Properties, Inc.)
<TABLE>
<CAPTION>
<S> <C>
Page
Pro Forma Consolidated Financial Information (unaudited):
Pro Forma Consolidated Balance Sheet as of June 30, 2000 B-2
Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2000 B-3
Pro Forma Consolidated Statement of Operations for the year ended December 31, 1999 B-4
Notes to Pro Forma Consolidated Financial Statements for the six months ended
June 30, 2000 and the year ended December 31, 1999 B-5
Updated Unaudited Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets as of June 30, 2000 and December 31, 1999 B-7
Condensed Consolidated Statements of Earnings for the quarters and six months
ended June 30, 2000 and 1999 B-8
Condensed Consolidated Statements of Stockholders' Equity for the six months ended
June 30, 2000 and the year ended December 31, 1999 B-9
Condensed Consolidated Statements of Cash Flows for the six months ended
June 30, 2000 and 1999 B-10
Notes to Condensed Consolidated Financial Statements for the quarters and six months ended
June 30, 2000 and 1999 B-12
Audited Consolidated Financial Statements:
Report of Independent Certified Public Accountants B-19
Consolidated Balance Sheets as of December 31, 1999 and 1998 B-20
Consolidated Statements of Operations for the years ended December 31, 1999
and 1998 and the period December 22, 1997 (date of inception) through
December 31, 1997 B-21
Consolidated Statements of Stockholders' Equity for the years ended December 31, 1999
and 1998 and the period December 22, 1997 (date of inception) through
December 31, 1997 B-22
Consolidated Statements of Cash Flows for the years ended December 31, 1999
and 1998 and the period December 22, 1997 (date of inception) through
December 31, 1997 B-23
Notes to Consolidated Financial Statements for the years ended December 31, 1999
and 1998 and the period December 22, 1997 (date of inception) through
December 31, 1997 B-25
</TABLE>
<PAGE>
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following Unaudited Pro Forma Consolidated Balance Sheet of CNL
Retirement Properties, Inc. (formerly CNL Health Care Properties, Inc.) and
subsidiaries (the "Company") gives effect to (i) the receipt of an initial
capital contribution of $200,000 from the Advisor, $8,521,527 in gross offering
proceeds from the sale of 852,153 shares of common stock for the period from
inception through June 30, 2000, and the application of such funds to pay
offering expenses and miscellaneous acquisition expenses and to purchase a
property, (ii) the receipt of $492,235 in gross offering proceeds from the sale
of 49,224 additional shares for the period July 1, 2000 through August 3, 2000
and the accrual of related offering expenses, acquisition fees and miscellaneous
acquisition expenses, as reflected in the pro forma adjustments described in the
related notes. The Unaudited Pro Forma Consolidated Balance Sheet as of June 30,
2000 includes the transactions described in (i) above, from the historical
balance sheet, adjusted to give effect to the transactions in (ii) above as if
they had occurred on June 30, 2000.
The Unaudited Pro Forma Consolidated Statements of Operations for the
six months ended June 30, 2000 and the year ended December 31, 1999, include the
operating results of the property described in (i) above from the date the
property became operational through the end of the pro forma period presented.
This pro forma consolidated financial information is presented for
informational purposes only and does not purport to be indicative of the
Company's financial results or condition if the various events and transactions
reflected therein had occurred on the dates or been in effect during the periods
indicated. This pro forma consolidated financial information should not be
viewed as indicative of the Company's financial results or conditions in the
future.
<PAGE>
CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES
(formerly CNL Health Care Properties, Inc.)
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 2000
<TABLE>
<CAPTION>
<S> <C>
Pro Forma
ASSETS Historical Adjustments Pro Forma
------------ ------------- -------------
Land, building and equipment on operating lease $14,553,953 $ -- $ 14,553,953
Cash and cash equivalents 659,311 492,235 (a) 1,151,546
Receivable 3,631 -- 3,631
Loan costs -- 53,711
53,711
Other assets 95,626 22,151 (a) 117,777
------------- ------------- -------------
$ 15,366,232 $ 514,386 $ 15,880,618
------------- ------------- -------------
LIABILITIES AND STOCKHOLDERS'
EQUITY
Liabilities:
Line of credit $ 6,800,000 -- $ 6,800,000
Accounts payable and accrued expenses 4,445 -- 4,445
Due to related parties 1,795,033 61,530 (a) 1,856,563
Interest payable 16,705 -- 16,705
Security deposits 553,956 -- 553,956
Deferred rental income 46,900 -- 46,900
------------- ------------- -------------
Total liabilities 9,217,039 61,530 9,278,569
------------- ------------- -------------
Stockholders' equity:
Preferred stock, without par value.
Authorized and unissued 3,000,000 shares -- -- --
Excess shares, $0.01 par value per share.
Authorized and unissued 103,000,000 shares -- -- --
Common stock, $0.01 par value per share.
Authorized 100,000,000 shares; issued and
outstanding 872,153 shares; issued and
outstanding, as adjusted, 921,377 shares 8,721 492 (a) 9,213
Capital in excess of par value 6,214,506 452,364 (a) 6,666,870
Accumulated deficit (74,034) -- (74,034)
------------- ------------- -------------
Total stockholders' equity 6,149,193 452,856 6,602,049
------------- ------------- -------------
$ 15,366,232 $ 514 ,386 $ 15,880,618
============= ============= =============
</TABLE>
See accompanying notes to unaudited pro forma
consolidated financial statements.
<PAGE>
CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES
(formerly CNL Health Care Properties, Inc.)
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2000
<TABLE>
<CAPTION>
<S> <C>
Pro Forma
Historical Adjustments Pro Forma
----------- --------------- ------------
Revenues:
Rental income from operating lease $ 272,119 $ 417,761 (1) $ 689,880
FF&E Reserve income 3,616 9,809 (2) 13,425
Interest and other income 92,849 (90,959) (3) 1,890
----------- --------------- ------------
368,584 336,611 705,195
----------- --------------- ------------
Expenses:
Interest 129,776 216,563 (4) 346,339
General operating and administrative 193,613 -- 193,613
Asset management fees to related party 13,849 27,698 (5) 41,547
Reimbursement of operating expenses from
related party (213,886) 125,624 (6) (88,262)
Depreciation and amortization 87,947 134,694 (7) 222,641
----------- --------------- ------------
211,299 504,579 715,878
----------- --------------- ------------
Net Earnings (Loss) $ 157,285 $ (167,968) $ (10,683)
=========== =============== ============
Earnings (Loss) Per Share of Common Stock
(Basic and Diluted) (8) $ 0.24 $ (0.02)
=========== ============
Weighted Average Number of Shares of Common
Stock Outstanding 665,899 712,042
=========== ============
</TABLE>
See accompanying notes to unaudited pro forma
consolidated financial statements.
<PAGE>
CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES
(formerly CNL Health Care Properties, Inc.)
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
<S> <C>
Pro Forma
Historical Adjustments Pro Forma
----------- --------------- --------------
Revenues:
Rental income from operating lease $ -- $ 304,141 (1) $ 304,141
FF&E Reserve income -- 7,296 (2) 7,296
Interest and other income 86,231 (43,169) (3) 43,062
----------- --------------- --------------
86,231 268,268 354,499
----------- --------------- --------------
Expenses:
Interest -- 161,438 (4) 161,438
General operating and administrative 79,621 -- 79,621
Asset management fees to related party -- 13,849 (5) 13,849
Organizational costs 35,000 -- 35,000
Depreciation and amortization -- 100,180 (7) 100,180
----------- --------------- --------------
114,621 275,467 390,088
----------- --------------- --------------
Net Loss $ (28,390) $ (7,199) $ (35,589)
=========== =============== ==============
Loss Per Share of Common Stock (Basic and
Diluted) (8) $ (0.07) $ (0.07)
=========== ==============
Weighted Average Number of Shares of Common
Stock Outstanding 412,713 514,035
=========== ==============
</TABLE>
See accompanying notes to unaudited pro forma
consolidated financial statements.
<PAGE>
CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES
(formerly CNL Health Care Properties, Inc.)
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2000 AND
YEAR ENDED DECEMBER 31, 1999
Unaudited Pro Forma Consolidated Balance Sheet:
(a) Represents gross proceeds of $492,235 from the sale of 49,223 shares
during the period July 1, 2000 through August 3, 2000 and the accrual
of related acquisition fees, selling commissions and offering expenses
which have been netted against stockholders' equity.
Unaudited Pro Forma Consolidated Statements of Operations:
(1) Represents adjustment to rental income from the operating lease for the
property acquired by the Company on April 20, 2000 (the "Pro Forma
Property") for the period commencing the date the Pro Forma Property
became operational by the previous owner to the earlier of (i) the date
the Pro Forma Property was acquired by the Company or (ii) the end of
the pro forma period presented. The date the Pro Forma Property is
treated as becoming operational by the previous owner as a rental
property for purposes of the Pro Forma Consolidated Statements of
Operations was October 11, 1999.
The lease provides for the payment of percentage rent in addition to
base rental income; however, no percentage rent was due under the lease
for the Pro Forma Property during the period the Company was assumed to
have held the property.
(2) Represents reserve funds which will be used for the replacement and
renewal of furniture, fixtures and equipment relating to the Pro Forma
Property (the "FF&E Reserve"). The funds in the FF&E Reserve and all
property purchased with funds from the FF&E Reserve will be paid,
granted and assigned to the Company. In connection therewith, FF&E
Reserve income was earned at approximately $2,200 per month.
(3) Represents adjustment to interest income due to the decrease in the
amount of cash available for investment in interest bearing accounts
during the period commencing the date the Pro Forma Property became
operational by the previous owner to the earlier of (i) the date the
Pro Forma Property was acquired by the Company or (ii) the end of the
pro forma period presented, as described in Note (1). The pro forma
adjustment is based upon the fact that interest income from interest
bearing accounts was earned at a rate of approximately five percent per
annum by the Company during the year ended December 31, 1999 and the
six months ended June 30, 2000.
(4) Represents adjustment to interest expense incurred at a rate of 8.75%
per annum in connection with the assumed borrowings from the line of
credit of $8,100,000 on October 11, 1999.
(5) Represents increase in asset management fees relating to the Pro Forma
Property for the period commencing the date the Pro Forma Property
became operational by the previous owner to the earlier of (i) the date
the Pro Forma Property was acquired by the Company or (ii) the end of
the pro forma period presented, as described in Note (1). Asset
management fees are equal to 0.60% per year of the Company's Real
Estate Asset Value as defined in the Company's prospectus.
<PAGE>
CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES
(formerly CNL Health Care Properties, Inc.)
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND
THE YEAR ENDED DECEMBER 31, 1999
Unaudited Pro Forma Consolidated Statements of Operations - Continued:
(6) Pursuant to the advisory agreement, CNL Retirement Corp. (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 Expense Year ended June 30, 2000, the
Company's operating expenses exceeded the Expense Cap by $213,886.
As a result of the Pro Forma Property being treated in the Pro Forma
Consolidated Statements of Operations as operational since October 11,
1999, the Expense Cap increased based on two percent of average
invested assets; therefore, the amount of the reimbursement of
operating expenses from related party was adjusted for the six months
ended June 30, 2000.
(7) Represents increase in depreciation expense of the building and the
furniture, fixture and equipment ("FF&E") portions of the Pro Forma
Property accounted for as an operating lease using the straight-line
method. The building and FF&E are depreciated over useful lives of 40
and seven years, respectively. Also represents amortization of the loan
costs of $55,917 (.5% origination fee on the $8,100,000 from borrowings
on the line of credit, associated legal fees and closing costs)
amortized under the straight-line method over a period of five years.
(8) Historical earnings per share were calculated based upon the weighted
average number of shares of common stock outstanding during the six
months ended June 30, 2000 and the year ended December 31, 1999.
As a result of the Pro Forma Property being treated in the Pro Forma
Consolidated Statements of Operations as operational since October 11,
1999, the Company assumed approximately 670,638 shares of common stock
were sold, and the net offering proceeds were available for the
purchase of this property. Due to the fact that approximately 270,400
of these shares of common stock were actually sold subsequently, during
the period October 11, 1999 through April 20, 2000, the weighted
average number of shares outstanding for the pro forma periods were
adjusted. Pro forma earnings per share were calculated based upon the
weighted average number of shares of common stock outstanding, as
adjusted, during the six months ended June 30, 2000 and the year ended
December 31, 1999.
<PAGE>
CNL HEALTH CARE PROPERTIES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
<S> <C>
June 30, December 31,
2000 1999
------------- ------------
ASSETS
Land, building and equipment on operating lease, net $14,553,953 $ --
Cash 659,311 4,744,222
Receivables 3,631 --
Loan costs, less accumulated amortization of $2,206 53,711 --
Other assets 95,626 344,338
-------------- -------------
$15,366,232 $5,088,560
============== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Line of credit $6,800,000 $ --
Due to related parties 1,795,033 1,775,256
Accounts payable and accrued expenses 4,445 21,167
Interest payable 16,705 --
Security deposit 553,956 --
Deferred rental income 46,900 --
-------------- -------------
Total liabilities 9,217,039 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 872,153 and 540,028 shares, respectively 8,721 5,400
Capital in excess of par value 6,214,506 3,365,531
Accumulated deficit (74,034) (78,794)
-------------- -------------
Total stockholders' equity 6,149,193 3,292,137
-------------- -------------
$15,366,232 $5,088,560
============== =============
</TABLE>
See accompanying notes to condensed consolidated
financial statements.
<PAGE>
CNL HEALTH CARE PROPERTIES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
<S> <C>
Quarter Six Months
Ended June 30, Ended June 30,
2000 1999 2000 1999
------------- ------------ -------------- ------------
Revenues:
Rental income from operating lease $ 272,119 $ -- $ 272,119 $ --
FF&E Reserve income 3,616 -- 3,616 --
Interest income 19,887 -- 92,849 --
--------------- ------------- -------------- -------------
295,622 368,584
--------------- ------------- -------------- -------------
Expenses:
Interest 129,776 -- 129,776 --
General operating and administrative 95,473 -- 193,613 --
Asset management fees to related party 13,849 -- 13,849 --
Reimbursement of operating expenses
from related party (213,886) -- (213,886) --
Depreciation and amortization 87,947 -- 87,947 --
--------------- ------------- -------------- -------------
113,159 -- 211,299 --
--------------- ------------- -------------- -------------
Net Earnings $ 182,463 $ -- $ 157,285 $ --
=============== ============= ============== =============
Net Earnings Per Share of Common Stock
(Basic and Diluted) $ 0.25 $ -- $ 0.24 $ --
=============== ============= ============== =============
Weighted Average Number of Shares of
Common Stock Outstanding 730,041 -- 665,899 --
=============== ============= ============== =============
</TABLE>
See accompanying notes to condensed consolidated
financial statements.
<PAGE>
CNL HEALTH CARE PROPERTIES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Six Months Ended June 30, 2000 and Year Ended December 31, 1999
<TABLE>
<CAPTION>
<S> <C>
Common stock
--------------------------- Capital in
Number Par excess of Accumulated
of Shares value par value deficit 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
($.125 per share) -- -- -- (50,404) (50,404)
------------ ------------ ------------ ------------ ------------
Balance at December 31, 1999 540,028 5,400 3,365,531 (78,794) 3,292,137
Subscriptions received for common
stock through public offering and
distribution reinvestment plan 332,125 3,321 3,317,941 -- 3,321,262
Stock issuance costs -- -- (468,966) -- (468,966)
Net earnings -- -- -- 157,285 157,285
Distributions declared and paid
($.229 per share) -- -- -- (152,525) (152,525)
------------ ------------ ------------ ------------ ------------
Balance at June 30, 2000 872,153 $ 8,721 $6,214,506 $ (74,034) $ 6,149,193
============ ============ ============ ============ ============
</TABLE>
See accompanying notes to condensed consolidated
financial statements.
<PAGE>
CNL HEALTH CARE PROPERTIES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
<S> <C>
Six Months Ended
June 30,
2000 1999
-------------- --------------
Increase (Decrease) in Cash and Cash Equivalents:
Net Cash Provided by Operating Activities $ 657,668 $ --
-------------- --------------
Net Cash Provided by Investing Activities:
Additions to land, building and
equipment on operating lease (13,848,900) --
Payment of acquisition costs (366,078) --
-------------- --------------
Net cash used in investing activities (14,214,978) --
-------------- --------------
Net Cash Provided by Financing Activities:
Repayment of offering and acquisition costs paid by
related party on behalf of the Company --
(223,302)
Proceeds from line of credit 8,100,000 --
Payment of loan costs (55,917) --
Repayment of borrowings on line of credit (1,300,000) --
Subscriptions received from stockholders 3,321,262 --
Distributions to stockholders (152,525) --
Payment of stock issuance costs (217,119) --
-------------- --------------
Net cash provided by financing activities 9,472,399 --
-------------- --------------
Net Decrease in Cash and Cash
Equivalents (4,084,911) --
Cash and Cash Equivalents at Beginning
of Period 4,744,222 92
-------------- --------------
Cash and Cash Equivalents at End of
Period $ 659,311 $ 92
============== ==============
</TABLE>
See accompanying notes to condensed consolidated
financial statements.
<PAGE>
CNL HEALTH CARE PROPERTIES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
<TABLE>
<CAPTION>
<S> <C>
Six Months Ended
June 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 $ 56,129 $ --
Deferred offering costs -- 235,071
Stock issuance costs 178,708 --
-------------- --------------
$ 234,837 $ 235,071
============== ==============
Costs incurred by the Company and unpaid
at period end:
Acquisition costs $ 360,336 $ 110,915
Deferred offering costs -- 269,877
Stock issuance costs 67,956 --
-------------- --------------
$ 428,292 $ 380,792
============== ==============
</TABLE>
See accompanying notes to condensed consolidated
financial statements.
<PAGE>
CNL HEALTH CARE PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2000 and 1999
1. Organization and Nature of Business:
CNL Health Care Properties, Inc. was organized pursuant to the laws of
the state of Maryland on December 22, 1997. CNL Health Care GP Corp.
and CNL Health Care LP Corp. are wholly owned subsidiaries of CNL
Health Care Properties, Inc., each of which was organized pursuant to
the laws of the state of Delaware in December 1999. CNL Health Care
Partners, LP is a Delaware limited partnership formed in December 1999.
CNL Health Care GP Corp. and CNL Health Care LP Corp. are the general
and limited partner, respectively, of CNL Health Care Partners, LP. The
term "Company" includes, unless the context otherwise requires, CNL
Health Care Properties, Inc., CNL Health Care Partners, LP, CNL Health
Care GP Corp. and CNL Health Care 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 5 to 10
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. This 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 the management,
necessary to a fair statement of the results for the interim periods
presented. Operating results for the quarter and six months ended June
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.
These unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in the Form 10-K of
CNL Health Care Properties, Inc. and its subsidiaries for the year
ended December 31, 1999.
The accompanying unaudited condensed consolidated financial statements
include the accounts of CNL Health Care Properties, Inc. and its wholly
owned subsidiaries, CNL Health Care GP Corp. and CNL Health Care LP
Corp., as well as the accounts of CNL Health Care Partners, LP. All
significant intercompany balances and transactions have been
eliminated.
<PAGE>
CNL HEALTH CARE PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Quarters and Six Months Ended June 30, 2000 and 1999
3. Public Offerings:
The Company has a currently effective registration statement on Form
S-11 with the Securities and Exchange Commission. A maximum of
15,500,000 shares ($155,000,000) may be sold (the "Initial Offering"),
including 500,000 shares ($5,000,000) which are available only to
stockholders who elect to participate in the Company's reinvestment
plan. The Company has adopted a reinvestment plan pursuant to which
stockholders may elect to have the full amount of their cash
distributions from the Company reinvested in additional shares of
common stock of the Company. In addition, the Company has registered
600,000 shares issuable upon the exercise of warrants to be granted to
the managing dealer of the Initial Offering as Shares are sold. As of
June 30, 2000, the Company had received subscription proceeds of
$8,521,527 (852,153 shares), including $50,427 (5,043 shares) through
the distribution reinvestment plan.
On May 19, 2000, the Company filed a registration statement on Form
S-11 with the Securities and Exchange Commission in connection with the
proposed sale by the Company of up to 15,500,000 additional shares of
common stock ($155,000,000) (the "2000 Offering") in an offering
expected to commence immediately following the completion of the
Company's Initial Offering. Of the 15,500,000 shares of common stock to
be offered, up to 500,000 will be 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 the Company's advisor for
acquisition fees, are substantially the same for the Company's Initial
Offering. The Company expects to use the net proceeds from the 2000
Offering to purchase additional Properties and, to a lesser extent,
make Mortgage Loans.
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
earned, granted and assigned to the Company as additional rent.
The company records the acquisition of land, building and equipment at
cost, including acquisition and closing costs. Building and equipment
are depreciated on the straight-line method over their estimated useful
life of 40 and seven years, respectively. Land, building and equipment
on operating lease consisted of the following at:
June 30, December 31,
2000 1999
------------- ------------
Land $2,083,948 $ --
Building 11,530,358 --
Equipment 1,025,388 --
------------- ------------
14,639,694 --
Less accumulated depreciation (85,741) --
------------- ------------
$14,553,953 $ --
============= ============
<PAGE>
CNL HEALTH CARE PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Quarters and Six Months Ended June 30, 2000 and 1999
4. Land, Building and Equipment on Operating Lease - Continued:
The lease provides for an increase in the minimum annual rent at a
predetermined interval during the term of the lease. 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. Deferred
rental income represents the aggregate amount of cash payments received
in excess of rental revenue recognized on a straight-line basis to
date.
The lease requires that the tenant pay lease payments every four weeks
in advance. The following is a schedule of future minimum lease
payments to be received on the noncancellable operating lease at June
30, 2000:
2000 $ 675,134
2001 1,350,267
2002 1,373,391
2003 1,384,890
2004 1,384,890
Thereafter 14,223,932
--------------
$ 20,392,504
==============
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 as of June 30, 2000 and December 31, 1999 were $95,626 and
$344,338, respectively, which 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
health care 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. 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.
<PAGE>
CNL HEALTH CARE PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Quarters and Six Months Ended June 30, 2000 and 1999
6. Line of Credit - Continued:
The Company had obtained an advance of $8,100,000 relating to the line
of credit and had an outstanding balance of $6,800,000 as of June 30,
2000. 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 a health care 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 offering. Preliminary
costs incurred prior to raising capital were advanced by an affiliate
of the Company, CNL Health Care Corp. (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.
During the six months ended June 30, 2000 and 1999, the Company
incurred $468,966 and $504,200, respectively, in stock issuance costs,
including $265,700 and $197,184, respectively, in commissions and
marketing support and due diligence expense reimbursement fees (see
Note 9). These amounts have been charged to stockholders' equity.
8. Distributions:
For the six months ended June 30, 2000, 100 percent of the
distributions paid to stockholders were considered ordinary income for
federal income tax purposes. No amounts distributed to the stockholders
for the six months ended June 30, 2000 are required to be or have been
treated by the Company as a return of capital for purposes of
calculating the stockholders' return on their invested capital. The
characterization for tax purposes of distributions declared for the six
months ended June 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.
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 offering, a substantial portion of which has been
or will be paid as commissions to other broker-dealers. During the six
months ended June 30, 2000, the Company incurred $249,094 of such fees,
of which $216,037 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 six months
ended June 30, 2000, the Company incurred $16,606 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.
<PAGE>
CNL HEALTH CARE PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Quarters and Six Months Ended June 30, 2000 and 1999
9. Related Party Arrangements - Continued:
In addition, in connection with the Initial Offering, the Company has
agreed to issue and sell soliciting dealer warrants ("Soliciting Dealer
Warrants") to CNL Securities Corp. The price for each warrant is
$0.0008 and one warrant is 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 offering began. No Soliciting Dealer
Warrant, however, will be exercisable until one year from the date of
issuance. During the six months ended June 30, 2000, the Company issued
approximately 24,000 Soliciting Dealer Warrants. As of June 30, 2000,
CNL Securities Corp. was entitled to receive approximately 6,100
additional Soliciting Dealer Warrants for shares sold during the
quarter then ended.
The Advisor is entitled to receive acquisition fees for services in
identifying Properties and structuring the terms of leases of the
Properties and Mortgage Loans equal to 4.5% of gross proceeds of the
offering, 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 six
months ended June 30, 2000, the Company incurred $149,456 of such fees.
These fees are included in land, building and equipment on operating
lease and other assets at June 30, 2000.
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; therefore, the Advisor will
reimburse the Company such amount in accordance with the advisory
agreement. The amount to be received from the Advisor has been treated
as a reduction of the amount due to related parties as of June 30,
2000.
The Company and the Advisor have entered into an advisory agreement
pursuant to which the Advisor will receive 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 quarter ended June 30, 2000, the
Company incurred $13,849 of such fees.
<PAGE>
CNL HEALTH CARE PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Quarters and Six Months Ended June 30, 2000 and 1999
9. Related Party Arrangements - Continued:
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 offering), on
a day-to-day basis. The expenses incurred for these services were
classified as follows for the six months ended June 30:
<TABLE>
<CAPTION>
<S> <C>
2000 1999
------------- -------------
Deferred offering costs $ -- $ 167,392
Stock issuance costs 25,687 --
Other assets 30,491 --
General operating and administrative expenses 120,106 --
------------- -------------
$ 176,284 $ 167,392
============= =============
Amounts due to related parties consisted of the following at:
June 30, December 31,
2000 1999
------------- -------------
Due to (from) the Advisor:
Expenditures incurred for organizational and offering
expenses on behalf of the Company $1,570,983 $1,432,291
Accounting and administrative services due to
(reimbursable from) the Advisor (179,027) 6,739
Acquisition fees and expenses 358,238 336,226
------------- -------------
1,750,194 1,775,256
------------- -------------
Due to CNL Securities Corp.:
Commissions 42,027 --
Marketing support and due diligence
expense reimbursement fee 2,812 --
------------- -------------
44,839 --
------------- -------------
$1,795,033 $1,775,256
============= ============
</TABLE>
<PAGE>
CNL HEALTH CARE PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Quarters and Six Months Ended June 30, 2000 and 1999
10. Concentration of Credit Risk:
All of the Company's rental income for the six months ended June 30,
2000 was earned from one lessee, BG Orland Park, LLC, which operates
the Property as a Brighton Gardens(R) by Marriott(R).
Although the company intends to acquire 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 result 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 in 2000 and subsequent years.
11. Subsequent Events:
During the period July 1 through July 31, 2000, the Company received
subscription proceeds for an additional 35,723 shares ($357,230) of
common stock. As of July 31, 2000, the Company had received total
subscription proceeds of $8,878,760.
On July 1, 2000 the Company declared distributions totaling $50,847, or
$0.058 per share of common stock, payable in September 2000, to
stockholders of record on July 1, 2000.
<PAGE>
Report of Independent Certified Public Accountants
To the Board of Directors
CNL Health Care Properties, Inc.
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of stockholders' equity and of cash flows
present fairly in all material respects, the financial position of CNL Health
Care Properties, Inc. (a Maryland corporation) and its subsidiaries at December
31, 1999 and 1998, and the results of their operations and their cash flows for
each of the two years ended December 31, 1999 and 1998, and the period December
22, 1997 (date of inception) through December 31, 1997, in conformity with
accounting principles generally accepted in the United States. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
/s/ PRICEWATERHOUSECOOPERS LLP
Orlando, Florida
January 14, 2000
<PAGE>
CNL HEALTH CARE PROPERTIES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
<S> <C>
December 31,
1999 1998
------------ -----------
ASSETS
Cash $4,744,222 $ 92
Deferred offering and organizational costs -- 975,339
Other assets 344,338 1,148
------------ -----------
$5,088,560 $976,579
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Due to related parties $1,775,256 $685,372
Accounts payable and accrued expenses 21,167 91,207
------------ ------------
Total liabilities 1,796,423 776,579
------------ ------------
Stockholders' equity:
Preferred stock, without par value per share
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 540,028 and 20,000 shares,
respectively 5,400 200
Capital in excess of par value 3,365,531 199,800
Accumulated deficit (78,794) --
------------ -----------
Total stockholders' equity 3,292,137 200,000
------------ -----------
$5,088,560 $976,579
============ ===========
</TABLE>
See accompanying notes to consolidated
financial statements.
<PAGE>
CNL HEALTH CARE PROPERTIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
December 22,
1997
(Date of
Inception)
Year Ended through
December 31, December 31,
1999 1998 1997
----------- ------------ -------------
Revenues:
Interest income $ 86,231 $ -- $ --
----------- ------------ -------------
Expenses:
General operating and
administrative 79,621 -- --
Organizational costs 35,000 -- --
----------- ------------ -------------
114,621 -- --
----------- ------------ -------------
Net Loss $ (28,390) $ -- $ --
=========== ============ =============
Net Loss Per Share of Common
Stock (Basic and Diluted) $ (.07) $ -- $ --
=========== ============ =============
Weighted Average Number of
Shares of Common Stock
Outstanding 412,713 -- --
=========== ============ =============
See accompanying notes to consolidated
financial statements.
<PAGE>
CNL HEALTH CARE PROPERTIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended December 31, 1999 and 1998 and the
Period December 22, 1997 (Date of Inception) through
December 31, 1997
<TABLE>
<CAPTION>
<S> <C>
Common stock
--------------------- Capital in
Number Par excess of Accumulated
of Shares value par value deficit Total
--------- --------- ----------- -------------- ------------
Balance at December 22, 1997 -- $ -- $ -- $ -- $ --
Sale of common stock to related
party 20,000 200 199,800 -- 200,000
--------- --------- ----------- -------------- ------------
Balance at December 31, 1997 20,000 200 199,800 -- 200,000
Subscriptions received for common
stock through public offering 2,550 26 25,474 -- 25,500
Subscriptions held in escrow at
December 31, 1998 (2,550) (26) (25,474) -- (25,500)
--------- --------- ----------- -------------- ------------
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 at
December 31, 1999 (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
========= ========= =========== ================= ============
</TABLE>
See accompanying notes to consolidated
financial statements.
<PAGE>
CNL HEALTH CARE PROPERTIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
<S> <C>
December 22,
1997
(Date of
Inception)
Year Ended through
December 31, December 31,
1999 1998 1997
------------- ------------- -------------
Increase (Decrease) in Cash and Cash Equivalents:
Operating Activities:
Interest received $ 86,231 $ -- $ --
Cash paid for expenses (73,380 ) -- --
-------------- -------------- -------------
Net cash provided by operating 12,851 -- --
activities
-------------- -------------- -------------
Financing Activities:
Reimbursement of amounts paid by related
parties on behalf of the Company (2,447 ) (135,339 ) --
Sale of common stock to related party -- -- 200,000
Subscriptions received from stockholders 5,200,283 -- --
Distributions to stockholders (50,404 ) -- --
Payment of stock issuance costs (416,153 ) (64,569 ) --
-------------- -------------- -------------
Net cash provided by (used in)
financing activities 4,731,279 (199,908 ) 200,000
-------------- -------------- -------------
Net Increase (Decrease) in Cash and Cash 4,744,130 (199,908 ) 200,000
Equivalents
Cash and Cash Equivalents at Beginning
of Period 92 200,000 --
-------------- -------------- -------------
Cash and Cash Equivalents at End of
Period $ 4,744,222 $ 92 $ 200,000
============== ============== =============
</TABLE>
See accompanying notes to consolidated
financial statements.
<PAGE>
CNL HEALTH CARE PROPERTIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
<TABLE>
<CAPTION>
<S> <C>
December 22,
1997
(Date of
Inception)
Year Ended through
December 31, December 31,
1999 1998 1997
------------- ------------- -------------
Reconciliation of Net Loss to Net Cash Provided
by Operating Activities:
Net loss $ (28,390 ) $ -- $ --
Adjustments to reconcile net
loss to net cash provided by
operating activities:
Organizational costs 20,000 -- --
Changes in operating assets and
liabilities:
Other assets (5,535 ) -- --
Accounts payable and -- --
other accrued expenses 20,037
Due to related parties 6,739 -- --
-------------- ------------- ------------
Net cash provided by operating
activities $ 12,851 $ -- $ --
============== ============== =============
Supplemental Schedule of Non-Cash
Financing Activities:
Amounts incurred by the Company and
paid by related parties on behalf of the
Company and its subsidiaries are as follows:
Acquisition costs $98,206 $ -- $ --
Organizational costs -- 20,000 --
Deferred offering costs -- 542,739 43,398
Stock issuance costs 421,878 -- --
$ 520,084 $ 562,739 $ 43,398
-------------- ------------- ------------
Costs incurred by the Company and unpaid
at period end are as follows:
Acquisition costs $ 239,449 $ 1,148 $ --
Deferred offering costs -- 267,701 36,932
Stock issuance costs 235,982 -- --
-------------- -------------- -------------
$ 475,431 $ 268,849 $ 36,932
============== ============== ==============
</TABLE>
See accompanying notes to consolidated
financial statements.
<PAGE>
CNL HEALTH CARE PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 1999 and 1998 and the
Period December 22, 1997 (Date of Inception) through
December 31, 1997
1. Significant Accounting Policies:
Organization and Nature of Business - CNL Health Care Properties, Inc.
was organized pursuant to the laws of the state of Maryland on December
22, 1997. CNL Health Care GP Corp. and CNL Health Care LP Corp. are
wholly owned subsidiaries of CNL Health Care Properties, Inc., each of
which were organized pursuant to the laws of the state of Delaware in
December 1999. CNL Health Care Partners, LP is a Delaware limited
partnership formed in December 1999. CNL Health Care GP Corp. and CNL
Health Care LP Corp. are the general and limited partners,
respectively, of CNL Health Care Partners, LP. The term "Company"
includes, unless the context otherwise requires, CNL Health Care
Properties, Inc., CNL Health Care Partners, LP, CNL Health Care GP
Corp. and CNL Health Care LP Corp.
The Company intends to use the proceeds from its public offering (the
"Offering") (see Note 2), after deducting offering expenses, primarily
to acquire real estate properties (the "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 5 to 10 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 organization of the Company.
Principles of Consolidation - The accompanying consolidated financial
statements include the accounts of CNL Health Care Properties, Inc. and
its wholly owned subsidiaries, CNL Health Care GP Corp. and CNL Health
Care LP Corp., as well as the accounts of CNL Health Care Partners, LP.
All significant intercompany balances and transactions have been
eliminated.
Cash and Cash Equivalents - The Company considers all highly liquid
investments with a maturity of three months or less when purchased to
be cash equivalents. Cash and cash equivalents consist of demand
deposits at commercial banks and money market funds (some of which are
backed by government securities). Cash equivalents are stated at cost
plus accrued interest, which approximates market value.
Cash accounts maintained on behalf of the Company in demand deposits at
commercial banks and money market funds may exceed federally insured
levels; however, the Company has not experienced any losses in such
accounts. The Company limits investment of temporary cash investments
to financial institutions with high credit standing; therefore,
management believes it is not exposed to any significant credit risk on
cash and cash equivalents.
<PAGE>
CNL HEALTH CARE PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 1999 and 1998 and the
Period December 22, 1997 (Date of Inception) through
December 31, 1997
1. Significant Accounting Policies - Continued:
Income Taxes - When the Company files its 1999 income tax return, it
will elect, pursuant to Internal Revenue Code Section 856(c)(1), to be
taxed as a REIT under Sections 856 through 860 of the Internal Revenue
Code of 1986, as amended, and related regulations. The Company
generally will not be subject to federal corporate income taxes on
amounts distributed to stockholders, providing it distributes at least
95 percent of its REIT taxable income and meets certain other
requirements for qualifying as a REIT. For the year ended December 31,
1999, the Company believes it has qualified as a REIT; accordingly, no
provision for federal income taxes has been made in the accompanying
consolidated financial statements.
Earnings Per Share - Basic earnings per share are calculated based upon
net earnings (income available to common stockholders) divided by the
weighted average number of shares of common stock outstanding during
the period. The weighted average number of shares of common stock
outstanding for the period July 14, 1999 through December 31, 1999 was
412,713. As of December 31, 1999, the Company did not have any
potentially dilutive common shares.
Reclassification - Certain items in the prior years' financial
statements have been reclassified to conform with the 1999
presentation. These reclassifications had no effect on stockholders'
equity or net earnings.
Use of Estimates - Management of the Company has made a number of
estimates and assumptions relating to the reporting of assets and
liabilities to prepare these financial statements in conformity with
generally accepted accounting principles. Actual results could differ
from those estimates.
2. Public Offering:
The Company has filed a currently effective registration statement on
Form S-11 with the Securities and Exchange Commission. A maximum of
15,500,000 shares ($155,000,000) may be sold, including 500,000 shares
($5,000,000) which are available only to stockholders who elect to
participate in the Company's reinvestment plan. The Company has adopted
a reinvestment plan pursuant to which stockholders may elect to have
the full amount of their cash distributions from the Company reinvested
in additional shares of common stock of the Company. In addition, the
Company has registered 600,000 shares issuable upon the exercise of
warrants granted to the managing dealer of the Offering. As of December
31, 1999, the Company had received subscription proceeds of $5,435,283
(543,528 shares), including $12,540 (1,254 shares) through the
distribution reinvestment plan and $235,000 (23,500 shares) from
Pennsylvania investors which will be held in escrow until the Company
receives aggregate subscriptions of at least $7,775,000.
<PAGE>
CNL HEALTH CARE PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 1999 and 1998 and the
Period December 22, 1997 (Date of Inception) through
December 31, 1997
3. Other Assets:
Other assets as of December 31, 1999 and 1998 were $344,338 and $1,148,
respectively, which consisted of acquisition fees and miscellaneous
acquisition expenses that will be allocated to future properties and
miscellaneous prepaid expenses.
4. 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 Offering. Preliminary
costs incurred prior to raising capital were advanced by an affiliate
of the Company, CNL Health Care Corp. (formerly known as CNL Health
Care Advisors, Inc.) (the "Advisor"). The Advisor has agreed to pay all
organizational and offering expenses (excluding commissions and
marketing support and due diligence expense reimbursement fees) which
exceed three percent of the gross proceeds received from the sale of
shares of the Company in connection with the Offering.
During the years ended December 31, 1999 and 1998, the Company incurred
$1,089,013 and $975,339, respectively, in organizational and offering
costs, including $413,983 and $2,040, respectively, in commissions and
marketing support and due diligence expense reimbursement fees (see
Note 6). Of these amounts $1,074,013 and $955,339, respectively, have
been treated as stock issuance costs and $15,000 and $20,000,
respectively, have been treated as organization costs and expensed in
the current year. The stock issuance costs have been charged to
stockholders' equity subject to the three percent cap described above.
5. Distributions:
For the year ended December 31, 1999, 100 percent of the distributions
paid to stockholders were considered ordinary income for federal income
tax purposes. No amounts distributed to the stockholders for the year
ended December 31, 1999 are required to be or have been treated by the
Company as a return of capital for purposes of calculating the
stockholders' return on their invested capital.
<PAGE>
CNL HEALTH CARE PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 1999 and 1998 and the
Period December 22, 1997 (Date of Inception) through
December 31, 1997
6. Related Party Arrangements:
On December 22, 1997 (date of inception), the Advisor contributed
$200,000 in cash to the Company and became its sole stockholder.
Certain directors and officers of the Company hold similar positions
with the Advisor and the managing dealer of the Offering, CNL
Securities Corp. These affiliates are entitled to receive fees and
compensation in connection with the Offering, and the acquisition,
management and sale of the assets of the Company.
During the years ended December 31, 1999 and 1998, the Company incurred
$388,109 and $1,912, respectively, in selling commissions due to CNL
Securities Corp. for services in connection with the Offering. A
substantial portion of these amounts ($370,690 and $1,785,
respectively) was 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
percent of the total amount raised from the sale of shares, a portion
of which may be reallowed to other broker-dealers. During the years
ended December 31, 1999 and 1998, the Company incurred $25,874 and
$128, respectively, of such fees, the majority of which were reallowed
to other broker-dealers and from which all bona fide due diligence
expenses were paid.
In addition, the Company has agreed to issue and sell soliciting dealer
warrants ("Soliciting Dealer Warrants") to CNL Securities Corp. The
price for each warrant will be $0.0008 and one warrant will be issued
for every 25 shares sold by the managing dealer, except when 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
offering begins. No Soliciting Dealer Warrants, however, will be
exercisable until one year from the date of issuance. As of December
31, 1999, CNL Securities Corp. was entitled to receive approximately
19,000 Soliciting Dealer Warrants; however, no such warrants had been
issued as of that date.
The Advisor is entitled to receive acquisition fees for services in
identifying Properties and structuring the terms of leases of the
Properties and Mortgage Loans equal to 4.5 percent of the gross
proceeds of the Offering, loan proceeds from permanent financing and
amounts outstanding on the line of credit, if any, at the time of
listing, but excluding that portion of the permanent financing used to
finance Secured Equipment Leases. During the years ended December 31,
1999 and 1998, the Company incurred $232,865 and $1,148, respectively,
of such fees. Such fees are included in other assets.
<PAGE>
CNL HEALTH CARE PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 1999 and 1998 and the
Period December 22, 1997 (Date of Inception) through
December 31, 1997
6. 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"). Due to
the fact that the Company commenced operations in July 1999, the
Advisor will be required to reimburse the Company any amounts in excess
of the Expense Cap commencing with the Expense Year ending June 30,
2000.
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 Offering), on
a day-to-day basis. The expenses incurred for these services were
classified as follows:
<TABLE>
<CAPTION>
<S> <C>
December 22,
1997
(Date of)
Inception)
Year Ended Through
December 31, December 31,
1999 1998 1997
----------- ----------- -------------
Deferred offering costs $ -- $196,184 $15,202
Stock issuance costs 328,229 -- --
Other assets 6,455 -- --
General operating and
administrative expenses 38,796 -- --
----------- ---------- ------------
$373,480 $196,184 $15,202
=========== =========== ============
</TABLE>
<PAGE>
CNL HEALTH CARE PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 1999 and 1998 and the
Period December 22, 1997 (Date of Inception) through
December 31, 1997
6. Related Party Arrangements - Continued:
Amounts due to related parties consisted of the following at December
31:
<TABLE>
<CAPTION>
<S> <C>
1999 1998
-------------- --------------
Due to the Advisor:
Expenditures incurred for organizational
and offering expenses on behalf
of the Company $1,432,291 $470,798
Accounting and administrative
services 6,739 211,386
Acquisition fees 336,226 1,148
------------- -----------
1,775,256 683,332
------------- -----------
Due to CNL Securities Corp.:
Commissions -- 1,912
Marketing support and due diligence
expense reimbursement fee -- 128
------------- -----------
-- 2,040
------------- -----------
$1,775,256 $685,372
============= ===========
</TABLE>
7. Subsequent Events:
During the period January 1, 2000 through January 14, 2000, the Company
received subscription proceeds for an additional 30,329 shares
($303,290) of common stock.
In addition, on January 1, 2000, the Company declared distributions
totalling $13,501 or $0.025 per share of common stock, payable in March
2000, to stockholders of record on January 1, 2000.
<PAGE>
INDEX TO OTHER FINANCIAL STATEMENTS
The following financial information is provided in connection with the Company's
acquisition of the Orland Park Property. Due to the fact that the tenant of the
Company is a newly formed entity, the information presented represents the
historical financial information of the operations of the assisted living
facility. The Orland Park Property became operational on October 11, 1999. This
information was obtained from the seller of the Property. The Company acquired
the Property on April 20,2000 but does not own any interest in the tenant's
operations of the assisted living facility. For information on the Property and
the long-term, triple-net lease which the Company entered, see "Business --
Property Acquisitions."
BRIGHTON GARDENS BY MARRIOTT
Orland Park, Illinois
(An Unincorporated Division of Marriott Senior Living Services, Inc.)
Updated Financial Statements (unaudited):
<TABLE>
<CAPTION>
<S> <C>
Condensed Statement of Assets and Liabilities as of March 24, 2000 B-32
Condensed Statement of Revenues and Operating Expenses for the period from
January 1, 2000 through March 24, 2000 B-33
Condensed Statement of Excess of Assets Over Liabilities for the period from
January 1, 2000 through March 24, 2000 B-34
Condensed Statement of Cash Flows for the period from January 1, 2000 through
March 24, 2000 B-35
Notes to Condensed Financial Statements for the period from January 1, 2000
through March 24, 2000 B-36
Audited Financial Statements:
Report of Independent Certified Public Accountants B-37
Statement of Assets and Liabilities as of December 31, 1999 B-38
Statement of Revenues and Operating Expenses for the period October 11, 1999
(date of opening) through December 31, 1999 B-39
Statement of Excess of Assets Over Liabilities for the period October 11, 1999
(date of opening) through December 31, 1999 B-40
Statement of Cash Flows for the period October 11, 1999 (date of opening) through
December 31, 1999 B-41
Notes to Financial Statements for the period October 11, 1999 (date of opening) through
December 31, 1999 B-42
</TABLE>
<PAGE>
Brighton Gardens by Marriott
Orland Park, Illinois
(An Unincorporated Division of Marriott Senior Living Services, Inc.)
Condensed Statement of Assets and Liabilities
March 24, 2000
<TABLE>
<CAPTION>
<S> <C>
------------------------------------------------------------------------------------------------------------------------------------
Assets
Current Assets:
Cash $ 9,339
Other assets 5,015
-----------------
Total current assets 14,354
Property and Equipment, at cost, less accumulated
depreciation of $191,602 12,593,208
-----------------
$12,607,562
=================
Liabilities and Excess of Assets Over Liabilities
Current Liabilities:
Accounts payable and accrued expenses $ 12,678
Unearned revenue 27,280
Due to Marriott Senior Living Services, Inc. 259,690
-----------------
Total current liabilities 299,648
Excess of Assets Over Liabilities 12,307,914
-----------------
$12,607,562
=================
</TABLE>
The accompanying notes are an integral part of
these financial statements.
<PAGE>
Brighton Gardens by Marriott
Orland Park, Illinois
(An Unincorporated Division of Marriott Senior Living Services, Inc.)
Condensed Statement of Revenues and Operating Expenses Period from January 1,
2000 through March 24, 2000
-------------------------------------------------------------------------------
Revenue:
Resident fees $ 402,195
Other income 10,846
----------------
413,041
----------------
Expenses:
Operating, selling, general and administrative 538,173
Depreciation 100,843
----------------
639,016
----------------
Excess of Operating Expenses Over Revenues $ (225,975)
================
The accompanying notes are an integral part of
these financial statements.
<PAGE>
Brighton Gardens by Marriott
Orland Park, Illinois
(An Unincorporated Division of Marriott Senior Living Services, Inc.)
Condensed Statement of Excess of Assets Over Liabilities
Period from January 1, 2000 through March 24, 2000
-------------------------------------------------------------------------------
Balance at Beginning of Period $ 12,533,889
Excess of operating expenses over revenues (225,975)
-----------------
Excess of Assets Over Liabilities at March 24, 2000 $ 12,307,914
=================
The accompanying notes are an integral part of
these financial statements.
<PAGE>
Brighton Gardens by Marriott
Orland Park, Illinois
(An Unincorporated Division of Marriott Senior Living Services, Inc.)
Condensed Statement of Cash Flows Period from January 1, 2000 through March 24,
2000
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Cash Flows from Operating Activities:
Net loss $ (225,975)
Depreciation 100,843
Changes in assets and liabilities:
Decrease (increase) in assets:
Decrease in accounts receivable 7,333
Decrease in other assets 2,744
Increase (decrease) in liabilities:
Decrease in accounts payable and accrued expenses (2,546)
Increase in unearned revenue 27,280
Increase in due to Marriott Senior Living Services, Inc. 83,131
----------------
Net cash used in operating activities (7,190)
Cash at Beginning of Period 16,529
----------------
Cash at End of Period $ 9,339
================
</TABLE>
The accompanying notes are an integral part of
these financial statements.
<PAGE>
Brighton Gardens by Marriott
Orland Park, Illinois
(An Unincorporated Division of Marriott Senior Living Services, Inc.)
Notes to Condensed Financial Statements Period from January 1, 2000 through
March 24, 2000
-------------------------------------------------------------------------------
1. Organization and Nature of Business:
Brighton Gardens by Marriott (the "Property") is an assisted-living
facility located in Orland Park, Illinois. The Property includes 82
assisted-living units and 24 Alzheimer's units. The Property is an
unincorporated division of Marriott Senior Living Services, Inc. (the
"Owner"), a subsidiary of Marriott International, Inc. The property
became operational on October 11, 1999.
2. Basis of Presentation:
The accompanying unaudited condensed financial statements do not
include all of the information and note disclosures required by
generally accepted accounting principles. The condensed financial
statements reflect all adjustments, consisting of normal recurring
adjustments, which are, in the opinion of management, necessary to a
fair statement of results for the interim period presented. Operating
results for the period from January 1, 2000 to March 24, 2000 may not
be indicative of the results that may be expected for the year ending
December 29, 2000. These unaudited financial statements should be read
in conjunction with the audited financial statements as of December 31,
1999.
Report of Independent Certified Public Accountants
To the Board of Directors
Marriott Senior Living Services, Inc.
In our opinion, the accompanying statement of assets and liabilities and the
related statements of revenues and operating expenses, of excess of assets over
liabilities and of cash flows present fairly, in all material respects, the
financial position of Brighton Gardens by Marriott, Orland Park, Illinois (an
unincorporated division of Marriott Senior Living Services, Inc.) at December
31, 1999, and the results of its operations and its cash flows for the period
from October 11, 1999 (date of opening) to December 31, 1999 in conformity with
accounting principles generally accepted in the United States. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit of these statements in accordance with
auditing standards generally accepted in the United States which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for the opinion expressed above.
/s/ PricewaterhouseCoopers LLP
Orlando, Florida
March 20, 2000
<PAGE>
Brighton Gardens by Marriott
Orland Park, Illinois
(An Unincorporated Division of Marriott Senior Living Services, Inc.)
Statement of Assets and Liabilities
December 31, 1999
Assets
Current Assets:
Cash $ 16,529
Accounts receivable 7,333
Other assets 7,759
--------------
Total current assets 31,621
Property and Equipment, at cost, less accumulated
depreciation of $90,759 12,694,051
--------------
$ 12,725,672
==============
Liabilities and Excess of Assets Over Liabilities
Current Liabilities:
Accounts payable and accrued expenses $ 15,224
Due to Marriott Senior Living Services, Inc. 176,559
--------------
Total current liabilities 191,783
Excess of Assets Over Liabilities 12,533,889
--------------
$ 12,725,672
==============
The accompanying notes are an integral part of these financial statements.
<PAGE>
Brighton Gardens by Marriott
Orland Park, Illinois
(An Unincorporated Division of Marriott Senior Living Services, Inc.)
Statement of Revenues and Operating Expenses
Period from October 11, 1999 (Date of Opening) through December 31, 1999
Revenue:
Resident fees $ 277,089
Other income 5,048
-----------
282,137
-----------
Expenses:
Operating, selling, general and administrative 442,299
Depreciation 90,759
-----------
533,058
-----------
Excess of Operating Expenses Over Revenues $ (250,921)
===========
The accompanying notes are an integral part of these financial statements.
<PAGE>
Brighton Gardens by Marriott
Orland Park, Illinois
(An Unincorporated Division of Marriott Senior Living Services, Inc.)
Statement of Excess of Assets Over Liabilities
Period from October 11, 1999 (Date of Opening) through December 31, 1999
Balance at Beginning of Period $ -
Contribution of property and equipment 12,784,810
Excess of operating expenses over revenues (250,921)
-------------
Excess of Assets Over Liabilities at December 31, 1999 $ 12,533,889
=============
The accompanying notes are an integral part of these financial statements.
<PAGE>
Brighton Gardens by Marriott
Orland Park, Illinois
(An Unincorporated Division of Marriott Senior Living Services, Inc.)
Statement of Cash Flows
Period from October 11, 1999 (Date of Opening) through December 31, 1999
Cash Flows from Operating Activities:
Net loss $ (250,921)
Depreciation 90,759
Chages in assets and liabilities:
Decrease (increase) in assets:
Increase in accounts receivable (7,333)
Increase in other assets (7,759)
Increase (decrease) in liabilities:
Increase in accounts payable and accrued expenses 15,224
Increase in due to Marriott Senior Living Services, Inc. 176,559
-------------
Net cash provided by operating activities 16,529
Cash at Beginning of Period -
-------------
Cash at End of Period $ 16,529
=============
Summary of Non-Cash Financing Transaction:
On October 11, 1999, the property became operational and property and
equipment with a cost of $12,784,810 were recognized as a contribtuion
from Marriott Senior Living Services, Inc.
The accompanying notes are an integral part of these financial statements.
<PAGE>
Brighton Gardens by Marriott
Orland Park, Illinois
(An Unincorporated Division of Marriott Senior Living Services, Inc.)
Notes to Financial Statements
Period from October 11, 1999 (Date of Opening) through December 31, 1999
--------------------------------------------------------------------------------
1. Organization and Nature of Business:
Brighton Gardens by Marriott (the "Property") is an assisted-living
facility located in Orland Park, Illinois. The Property includes 82
assisted-living units and 24 Alzheimer's units. The Property is an
unincorporated division of Marriott Senior Living Services, Inc. (the
"Owner"), a subsidiary of Marriott International, Inc.
2. Summary of Significant Accounting Policies:
Significant accounting policies followed by the Property are described
below:
Basis of Presentation
The accompanying statements have been prepared to present only the
accounts which relate to the Property since it became operational.
Revenue Recognition
The Property charges fees to residents of its assisted-living facilities
pursuant to short-term operating lease agreements. Resident fees are
recognized as revenue ratably over the term of the related leases. Other
revenues are recognized as the related services are performed.
Property and Equipment
Land is carried at cost. Buildings and improvements and equipment are
carried at cost less accumulated depreciation. Additions, improvements
and expenditures for repairs and maintenance that extend the life of the
assets are capitalized. Other expenditures for repairs and maintenance
are charged to expense.
Depreciation is computed by the straight-line method based on the
following estimated useful lives:
Buildings and improvements 40 years
Equipment 2-10 years
Income Taxes
The operations of the Property does not represent a legal entity for
income tax reporting purposes; therefore, all income and expenses of the
Property are combined into the operations of the Owner for the filing of
applicable tax returns.
Due to Marriott Senior Living Services, Inc.
Due to Marriott Senior Living Services, Inc. comprises short-term
working capital advances made by the Owner to the Property in the normal
course of business.
<PAGE>
Brighton Gardens by Marriott
Orland Park, Illinois
(An Unincorporated Division of Marriott Senior Living Services, Inc.)
Notes to Financial Statements - Continued
Period from October 11, 1999 (Date of Opening) through December 31, 1999
--------------------------------------------------------------------------------
2. Summary of Significant Accounting Policies - Continued:
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual amounts could differ from those
estimates.
3. Property and Equipment:
Property and equipment is comprised of the following:
Land $ 1,437,429
Building and improvements 10,377,634
Equipment 969,747
--------------
12,784,810
Less accumulated depreciation (90,759)
--------------
$12,694,051
==============
<PAGE>
APPENDIX C
PRIOR PERFORMANCE TABLES
<PAGE>
APPENDIX C
PRIOR PERFORMANCE TABLES
The information in this Appendix C contains certain relevant summary
information concerning certain prior public programs sponsored by two of the
Company's principals (who also serve as the Chairman of the Board and President
of the Company) and their Affiliates (the "Prior Public Programs") which were
formed to invest in restaurant properties leased on a triple-net basis to
operators of national and regional fast-food and family-style restaurant chains,
or in the case of CNL Hospitality Properties, Inc., to invest in hotel
properties. No Prior Public Programs sponsored by the Company's Affiliates have
invested in health care facilities leased on a triple-net basis to operators of
health care facilities.
A more detailed description of the acquisitions by the Prior Public
Programs is set forth in Part II of the registration statement filed with the
Securities and Exchange Commission for this Offering and is available from the
Company upon request, without charge. In addition, upon request to the Company,
the Company will provide, without charge, a copy of the most recent Annual
Report on Form 10-K filed with the Securities and Exchange Commission for CNL
Income Fund, Ltd., CNL Income Fund II, Ltd., CNL Income Fund III, Ltd., CNL
Income Fund IV, Ltd., CNL Income Fund V, Ltd., CNL Income Fund VI, Ltd., CNL
Income Fund VII, Ltd., CNL Income Fund VIII, Ltd., CNL Income Fund IX, Ltd., CNL
Income Fund X, Ltd., CNL Income Fund XI, Ltd., CNL Income Fund XII, Ltd., CNL
Income Fund XIII, Ltd., CNL Income Fund XIV, Ltd., CNL Income Fund XV, Ltd., CNL
Income Fund XVI, Ltd., CNL Income Fund XVII, Ltd., CNL Income Fund XVIII, Ltd.,
CNL American Properties Fund, Inc., and CNL Hospitality Properties, Inc. as well
as a copy, for a reasonable fee, of the exhibits filed with such reports.
The investment objectives of the Prior Public Programs generally
include preservation and protection of capital, the potential for increased
income and protection against inflation, and potential for capital appreciation,
all through investment in restaurant properties, or in the case of CNL
Hospitality Properties, Inc., through investment in hotel properties. In
addition, the investment objectives of the Prior Public Programs included making
partially tax-sheltered distributions.
Stockholders should not construe inclusion of the following tables as
implying that the Company will have results comparable to those reflected in
such tables. Distributable cash flow, federal income tax deductions, or other
factors could be substantially different. Stockholders should note that, by
acquiring shares in the Company, they will not be acquiring any interest in any
prior public programs.
Description of Tables
The following Tables are included herein:
Table I - Experience in Raising and Investing Funds
Table II - Compensation to Sponsor
Table III - Operating Results of Prior Programs
Table V - Sales or Disposal of Properties
Unless otherwise indicated in the Tables, all information contained in
the Tables is as of June 30, 2000. The following is a brief description of the
Tables:
Table I - Experience in Raising and Investing Funds
Table I presents information on a percentage basis showing the
experience of two of the principals of the Company and their Affiliates in
raising and investing funds for the Prior Public Programs, the offerings of
which became fully subscribed between July 1995 and June 2000.
The Table sets forth information on the offering expenses incurred and
amounts available for investment expressed as a percentage of total dollars
raised. The Table also shows the percentage of property acquisition cost
leveraged, the date the offering commenced, and the time required to raise funds
for investment.
C-1
<PAGE>
Table II - Compensation to Sponsor
Table II provides information, on a total dollar basis, regarding
amounts and types of compensation paid to two of the Company's principals and
their Affiliates which sponsored the Prior Public Programs.
The Table indicates the total offering proceeds and the portion of such
offering proceeds paid or to be paid to two of the principals of the Company and
their Affiliates in connection with the Prior Public Programs, the offerings of
which became fully subscribed between July 1995 and June 2000. The Table also
shows the amounts paid to two of the principals of the Company and their
Affiliates from cash generated from operations and from cash generated from
sales or refinancing by each of the Prior Public Programs on a cumulative basis
commencing with inception and ending June 30, 2000.
Table III - Operating Results of Prior Programs
Table III presents a summary of operating results for the period from
inception through December 31, 1999, of the Prior Public Programs, the offerings
of which became fully subscribed between July 1995 and June 2000.
The Table includes a summary of income or loss of the Prior Public
Programs, which are presented on the basis of generally accepted accounting
principles ("GAAP"). The Table also shows cash generated from operations, which
represents the cash generated from operations of the properties of the Prior
Public Programs, as distinguished from cash generated from other sources
(special items). The section of the Table entitled "Special Items" provides
information relating to cash generated from or used by items which are not
directly related to the operations of the properties of the Prior Public
Programs, but rather are related to items of an investing or financing nature.
These items include proceeds from capital contributions of investors and
disbursements made from these sources of funds, such as syndication (or stock
issuance) and organizational costs, acquisition of the properties and other
costs which are related more to the organization of the entity and the
acquisition of properties than to the actual operations of the entities.
The Table also presents information pertaining to investment income,
returns of capital on a GAAP basis, cash distributions from operations, sales
and refinancing proceeds expressed in total dollar amounts as well as
distributions and tax results on a per $1,000 investment basis.
Table IV - Results of Completed Programs
Table IV is omitted from this Appendix C because none of the Prior
Public Programs have completed operations (meaning they no longer hold
properties).
Table V - Sales or Disposal of Properties
Table V provides information regarding the sale or disposal of
properties owned by the Prior Public Programs between July 1995 and June 2000.
The Table includes the selling price of the property, the cost of the
property, the date acquired and the date of sale.
C-2
<PAGE>
TABLE I
EXPERIENCE IN RAISING AND INVESTING FUNDS
<TABLE>
<CAPTION>
CNL American CNL Income CNL Income CNL Hospitality
Properties Fund, Fund XVII, Fund XVIII, Properties,
Inc. Ltd. Ltd. Inc.
----------------- -------------- --------------- -------------------
(Note 1) (Note 2)
<S> <C> <C> <C>
Dollar amount offered $747,464,420 $30,000,000 $35,000,000 $150,072,637
================= ============== =============== ===================
Dollar amount raised 100.0% 100.0% 100.0% 100.0%
----------------- -------------- --------------- -------------------
Less offering expenses:
Selling commissions and discounts (7.5) (8.5) (8.5) (7.5)
Organizational expenses (2.2) (3.0) (3.0) (3.0)
Marketing support and due diligence
expense reimbursement fees
(includes amounts reallowed to
unaffiliated entities) (0.5) (0.5) (0.5) (0.5)
----------------- -------------- --------------- -------------------
(10.2) (12.0) (12.0) (11.0)
----------------- -------------- --------------- -------------------
Reserve for operations -- -- -- --
----------------- -------------- --------------- -------------------
Percent available for investment 89.8% 88.0% 88.0% 89.0%
================= ============== =============== ===================
Acquisition costs:
Cash down payment 85.3% 83.5% 83.5% 84.5%
Acquisition fees paid to affiliates 4.5 4.5 4.5% 4.5%
Loan costs -- -- -- --
----------------- -------------- --------------- -------------------
Total acquisition costs 89.8% 88.0% 88.0% 89.0%
================= ============== =============== ===================
Percent leveraged (mortgage financing
divided by total acquisition costs) -- -- -- --
Date offering began 4/19/95, 9/02/95 9/20/96 7/09/97
2/06/97 and
3/02/98
Length of offering (in months) 22, 13 and 9, 12 17 23
respectively
Months to invest 90% of amount
available for investment measured
from date of offering 23, 16 and 11, 15 17 29
respectively
</TABLE>
Note 1: Pursuant to a Registration Statement on Form S-11 under the
Securities Act of 1933, as amended, effective March 29, 1995,
CNL American Properties Fund, Inc. ("APF") registered for sale
$165,000,000 of shares of common stock (the "Initial
Offering"), including $15,000,000 available only to
stockholders participating in the company's reinvestment plan.
The Initial Offering of APF commenced April 19, 1995, and upon
completion of the Initial Offering on February 6, 1997, had
received subscription proceeds of $150,591,765 (7,529,588
shares), including $591,765 (29,588 shares) issued pursuant to
the reinvestment plan. Pursuant to a Registration Statement on
Form S-11 under the Securities Act of 1933, as amended,
effective January 31, 1997, APF registered for sale
$275,000,000 of shares of common stock (the "1997 Offering"),
including $25,000,000 available only to stockholders
participating in the company's reinvestment plan. The 1997
Offering of APF commenced following the completion of the
Initial Offering on February 6, 1997, and upon completion of
the 1997 Offering on March 2, 1998, had received subscription
proceeds of $251,872,648 (12,593,633 shares), including
$1,872,648 (93,632 shares) issued pursuant to the reinvestment
plan. Pursuant to a Registration Statement on Form S-11 under
the Securities Act of 1933, as amended, effective May 12,
1998, APF registered for sale $345,000,000 of shares of common
stock (the "1998 Offering"). The 1998 Offering of APF
commenced following the completion of the 1997 Offering on
March 2, 1998. As of January 31, 1999, APF had received
subscriptions totalling approximately $345,000,000 (17,250,000
shares), from the 1998 Offering, including $3,107,848 (155,393
shares) issued pursuant to the company's reinvestment plan.
The 1998 Offering became fully subscribed in December 1998 and
proceeds from the last subscriptions were received in January
1999.
C-3
<PAGE>
Note 2: Pursuant to a Registration Statement on Form S-11 under the
Securities Act of 1933, as amended, effective July 9, 1997,
CNL Hospitality Properties, Inc. ("CHP") registered for sale
$165,000,000 of shares of common stock (the "Initial
Offering"), including $15,000,000 available only to
stockholders participating in the company's reinvestment plan.
The Initial Offering of CHP commenced September 11, 1997, and
upon completion of the Initial Offering on June 17, 1999 had
received $150,072,637 (15,007,264 shares), including $72,637
(7,264 shares) issued pursuant to the reinvestment plan.
Pursuant to a Registration Statement on Form S-11 under the
Securities Act of 1933, as amended, effective June 17, 1999,
CHP registered for sale up to $275,000,000 of shares of common
stock (the "1999 Offering"). The 1999 Offering of CHP
commenced following the completion of the Initial Offering on
June 17, 1999. As of June 30, 2000, CHP had received
subscription proceeds of $235,011,997 (23,501,199 shares) from
its 1999 Offering, including $965,145 (96,514 shares) issued
pursuant to the reinvestment plan. Pursuant to a Registration
Statement on Form S-11 under the Securities Act of 1933, as
amended, effective May 23, 2000, CHP registered for sale up to
$450,000,000 of shares of common stock (the "2000 Offering").
The 2000 Offering is expected to commence immediately
following the completion of the 1999 Offering.
C-4
<PAGE>
TABLE II
COMPENSATION TO SPONSOR
<TABLE>
<CAPTION>
CNL American CNL Income CNL Income CNL Hospitality
Properties Fund, Fund XVII, Fund XVIII, Properties,
Inc. Ltd. Ltd. Inc.
------------------- --------------- ---------------- -------------------
<S> <C> <C> <C> <C>
(Notes 1, 2 and 6) (Note 4)
Date offering commenced 4/19/95, 2/06/97 9/02/95 9/20/96 7/9/97 and 6/17/99
and 3/02/98
Dollar amount raised $747,464,420 $30,000,000 $35,000,000 $385,084,634
=================== =============== ================ ===================
Amount paid to sponsor from proceeds
of offering:
Selling commissions and discounts 56,059,832 2,550,000 2,975,000 27,756,378
Real estate commissions -- -- -- --
Acquisition fees (Notes 5, 6 and 8) 33,604,618 1,350,000 1,575,000 17,257,561
Marketing support and due diligence
expense reimbursement fees
(includes amounts reallowed to
unaffiliated entities) 3,737,322 150,000 175,000 1,850,425
------------------- --------------- ---------------- -------------------
Total amount paid to sponsor 93,401,772 4,050,000 4,725,000 46,864,364
=================== =============== ================ ===================
Dollar amount of cash generated from (used in)
operations before deducting payments
to sponsor:
2000 (6 months) (Note 7) (46,945,156) 1,051,688 1,342,621 15,248,151
1999 (Note 7) 311,630,414 2,567,164 2,921,071 13,348,795
1998 42,216,874 2,638,733 2,964,628 2,985,455
1997 18,514,122 2,611,191 1,471,805 29,358
1996 6,096,045 1,340,159 30,126 --
1995 594,425 11,671 -- --
1994 -- -- -- --
1993 -- -- -- --
Amount paid to sponsor from operations
(administrative, accounting and
management fees) (Note 6):
2000 (6 months) 956,233 66,591 72,061 501,203
1999 4,369,200 117,146 124,031 458,634
1998 3,100,599 117,814 132,890 208,490
1997 1,437,908 116,077 110,049 6,889
1996 613,505 107,211 2,980 --
1995 95,966 2,659 -- --
1994 -- -- -- --
1993 -- -- -- --
Dollar amount of property sales and
refinancing before deducting payments
to sponsor:
Cash (Note 3) 25,163,154 1,675,385 688,997 --
Notes -- -- -- --
Amount paid to sponsors from property
sales and refinancing:
Real estate commissions -- -- -- --
Incentive fees -- -- -- --
Other -- -- -- --
</TABLE>
Note 1: Pursuant to a Registration Statement on Form S-11 under the
Securities Act of 1933, as amended, effective March 29, 1995,
CNL American Properties Fund, Inc. ("APF") registered for sale
$165,000,000 of shares of common stock (the "Initial
Offering"), including $15,000,000 available only to
stockholders participating in the company's reinvestment plan.
The Initial Offering of APF commenced April 19, 1995, and upon
completion of the Initial Offering on February 6, 1997, had
received subscription proceeds of $150,591,765 (7,529,588
shares), including $591,765 (29,588 shares) issued pursuant to
the reinvestment plan. Pursuant to a Registration Statement on
Form S-11 under the Securities Act of 1933, as amended,
effective January 31, 1997, APF registered for sale
$275,000,000 of shares of common stock (the "1997 Offering"),
including $25,000,000 available only to stockholders
participating in the company's reinvestment plan. The 1997
Offering of APF commenced following the completion of the
Initial Offering on February 6, 1997, and upon completion of
the 1997 Offering on March 2, 1998, had received subscription
proceeds of $251,872,648 (12,593,633 shares), including
$1,872,648 (93,632 shares) issued pursuant to the reinvestment
plan. Pursuant to a Registration Statement on Form S-11 under
the Securities Act of 1933, as amended, effective May 12,
1998, APF registered for sale $345,000,000 of shares of common
stock (the "1998 Offering"). The 1998 Offering of APF
commenced following the completion of the 1997 Offering on
March 2, 1998. As of January 31, 1999, APF had received
subscriptions totalling approximately $345,000,000 (17,250,000
shares), from the 1998 Offering, including $3,107,848 (155,393
shares) issued pursuant to the company's reinvestment plan.
The 1998 Offering became fully subscribed in December 1998 and
proceeds from the last subscriptions were received in January
1999. The amounts shown represent the combined results of the
Initial Offering, the 1997 Offering and the 1998 Offering as
of January 31, 1999, including shares issued pursuant to the
company's reinvestment plan.
C-5
<PAGE>
TABLE II - COMPENSATION TO SPONSOR - CONTINUED
Note 2: For negotiating secured equipment leases and supervising the
secured equipment lease program, APF was required to pay its
external advisor a one-time secured equipment lease servicing
fee of two percent of the purchase price of the equipment that
is the subject of a secured equipment lease (see Note 6).
During the years ended December 31, 1999, 1998, 1997 and 1996,
APF incurred $77,317, $54,998, $87,665 and $70,070,
respectively, in secured equipment lease servicing fees.
Note 3: Excludes properties sold and substituted with replacement
properties, as permitted under the terms of the lease
agreements.
Note 4: Pursuant to a Registration Statement on Form S-11 under the
Securities Act of 1933, as amended, effective July 9, 1997,
CNL Hospitality Properties, Inc. ("CHP") registered for sale
$165,000,000 of shares of common stock (the "Initial
Offering"), including $15,000,000 available only to
stockholders participating in the company's reinvestment plan.
The offering of shares of CHP commenced September 11, 1997,
and upon completion of the Initial Offering on June 17, 1999,
had received subscription proceeds of $150,072,637 (15,007,264
shares), including $72,637 (7,264 shares) issued pursuant to
the reinvestment plan. Pursuant to a Registration Statement on
Form S-11, as amended, effective June 17, 1999, CHP registered
for sale $275,000,000 of shares of common stock (the "1999
Offering"). The 1999 Offering of CHP commenced following the
completion of the Initial Offering on June 17, 1999. The
amounts shown represent the combined results of the Initial
Offering and the 1999 Offering, including subscription
proceeds issued pursuant to the reinvestment plan as of June
30, 2000. Pursuant to a Registration Statement on Form S-11
under the Securities Act of 1933, as amended, effective May
23, 2000, CHP registered for sale up to $450,000,000 of shares
of common stock (the "2000 Offering"). The 2000 Offering is
expected to commence immediately following the completion of
the 1999 Offering.
Note 5: In addition to acquisition fees paid on gross proceeds from
the offerings, prior to becoming self advised on September 1,
1999, APF also incurred acquisition fees relating to proceeds
from its line of credit to the extent the proceeds were used
to acquire properties. Such fees were paid using proceeds from
the line of credit, and as of December 31, 1999, APF had
incurred $6,175,521 of such fees (see Note 6).
Note 6: On September 1, 1999, APF issued 6,150,000 shares of common
stock (with an exchange value of $20 per share) to affiliates
of APF to acquire its external advisor and two companies which
make and service mortgage loans and securitize portions of
such loans. As a result of the acquisition, APF ceased payment
of acquisition fees, administrative, accounting, management
and secured equipment lease servicing fees. APF continues to
outsource several functions to affiliates such as investor
services, public relations, corporate communications,
knowledge and technology management, and tax and legal
compliance.
Note 7: In September 1999, APF acquired two companies which make and
service mortgage loans and securitize portions of loans.
Effective with these acquisitions, APF classifies its
investments in mortgage loans, proceeds from sale of mortgage
loans, collections of mortgage loans, proceeds from
securitization transactions and purchases of other investments
as operating activities in its financial statements. Prior to
these acquisitions, these types of transactions were
classified as investing activities in its financial
statements.
Note 8: During 1999, CHP with Five Arrows Realty Securities II L.L.C.
("Five Arrows") formed a jointly owned real estate investment
trust, CNL Hotel Investors, Inc. ("Hotel Investors"), which
acquired seven hotel properties. In order to fund the
acquisition of the properties, Five Arrows invested
approximately $48 million and CHP invested approximately $38
million in Hotel Investors. Hotel Investors funded the
remaining amount of approximately $88 million with permanent
financing, collateralized by Hotel Investors' interests in the
properties. The advisor is entitled to receive acquisition
fees for services relating to identifying the properties,
structuring the terms of the acquisition and leases of the
properties and structuring the terms of the mortgage loans
equal to 4.5% of the gross proceeds of the offerings, loan
proceeds from permanent financing and the line of credit that
are used to acquire properties, but excluding amounts used to
finance secured equipment leases. In April 1999, CHP paid the
advisor approximately $1.9 million related to the permanent
financing for the properties held by Hotel Investors. These
acquisition fees were not paid using proceeds from the
offering and; therefore, were excluded from the table.
C-6
<PAGE>
TABLE III
Operating Results of Prior Programs
CNL AMERICAN PROPERTIES FUND, INC.
<TABLE>
<CAPTION>
1994 1997
(Note 1) 1995 1996 (Note 2)
------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
Gross revenue $ 0 $ 539,776 $4,363,456 $ 15,516,102
Equity in earnings of joint venture 0 0 0 0
Gain (loss) on sale of assets (Notes 7, 15 and 18) 0 0 0 0
Provision for losses on assets (Notes 12, 14 and 17) 0 0 0 0
Interest income 0 119,355 1,843,228 3,941,831
Less: Operating expenses 0 (186,145) (908,924) (2,066,962)
Transaction costs 0 0 0 0
Interest expense 0 0 0 0
Depreciation and amortization 0 (104,131) (521,871) (1,795,062)
Advisor acquisition expense (Note 16) 0 0 0 0
Minority interest in income of consolidated
joint ventures 0 (76) (29,927) (31,453)
------------ ------------ ------------- -------------
Net income (loss) - GAAP basis 0 368,779 4,745,962 15,564,456
============ ============ ============= =============
Taxable income
- from operations (Note 8) 0 379,935 4,894,262 15,727,311
============ ============ ============= =============
- from gain (loss) on sale (Notes 7, 15 and 18) 0 0 0 (41,115)
============ ============ ============= =============
Cash generated from (used in) operations (Notes 4, 5
and 19) 0 498,459 5,482,540 17,076,214
Cash generated from sales (Notes 7, 15, 18 and 20) 0 0 0 6,289,236
Cash generated from refinancing 0 0 0 0
------------ ------------ ------------- -------------
Cash generated from (used in) operations, sales and
refinancing 0 498,459 5,482,540 23,365,450
Less: Cash distributions to investors (Note 9)
- from operating cash flow (Note 4) 0 (498,459) (5,439,404) (16,854,297)
- from sale of properties 0 0 0 0
- from cash flow from prior period 0 0 0 0
- from return of capital (Note 10) 0 (136,827) 0 0
------------ ------------ ------------- -------------
Cash generated (deficiency) after cash distributions 0 (136,827) 43,136 6,511,153
Special items (not including sales of real estate and
refinancing):
Subscriptions received from stockholders 0 38,454,158 100,792,991 222,482,560
Sale of common stock to CNL Fund
Advisors, Inc. 200,000 0 0 0
Retirement of shares of common stock
(Note 13) 0 0 0 0
Contributions from minority interest 0 200,000 97,419 0
Distributions to holder of minority interest 0 0 (39,121) (34,020)
Stock issuance costs (19) (3,680,704) (8,486,188) (19,542,862)
Acquisition of land and buildings 0 (18,835,969) (36,104,148) (143,542,667)
Investment in direct financing leases 0 (1,364,960) (13,372,621) (39,155,974)
Proceeds from sales of equipment direct
financing leases 0 0 0 962,274
Investment in joint venture 0 0 0 0
Increase in restricted cash 0 0 0 0
Purchase of other investments (Note 19) 0 0 0 0
Investment in mortgage notes receivable (Note 19) 0 0 (13,547,264) (4,401,982)
Collections on mortgage notes receivable (Note 19) 0 0 133,850 250,732
Investment in equipment and other notes
receivable 0 0 0 (12,521,401)
Collections on equipment and other notes
receivable 0 0 0 0
Investment in (redemption of) certificates of
deposit 0 0 0 (2,000,000)
Proceeds of borrowing on line of credit and
note payables 0 0 3,666,896 19,721,804
Payment on line of credit 0 0 (145,080) (20,784,577)
Reimbursement of organization, acquisition, and
deferred offering and stock issuance costs paid
on behalf of CNL American Properties Fund,
Inc. by related parties (199,036) (2,500,056) (939,798) (2,857,352)
Increase in intangibles and other assets 0 (628,142) (1,103,896) 0
Proceeds from borrowings on mortgage
warehouse facility 0 0 0 0
Payments on mortgage warehouse facility 0 0 0 0
Payments of loan costs 0 0 0 0
Other 0 0 (54,533) 49,001
------------ ------------ ------------- -------------
Cash generated (deficiency) after cash distributions
and special items 945 11,507,500 30,941,643 5,136,689
============ ============ ============= =============
</TABLE>
C-7
<PAGE>
<TABLE>
<CAPTION>
6 months
1998 1999 2000
(Note 3) (Note 3) (Note 3)
--------------- --------------- --------------
<S> <C> <C> <C>
Gross revenue $33,202,491 $ 62,165,451 $ 42,275,405
Equity in earnings of joint venture 16,018 97,307 48,665
Gain (loss) on sale of assets (Notes 7, 15 and 18) 0 (1,851,838) 198,682
Provision for losses on assets (Notes 12, 14 and 17) (611,534) (7,779,195) (174,641)
Interest income 8,984,546 13,335,146 10,110,235
Less: Operating expenses (5,354,859) (12,078,868) (11,481,633)
Transaction costs 0 (6,798,803) (6,702,955)
Interest expense 0 (10,205,197) (18,288,098)
Depreciation and amortization (4,054,098) (10,346,143) (7,742,567)
Advisor acquisition expense (Note 16) 0 (76,333,516) 0
Minority interest in income of consolidated
joint ventures (30,156) (41,678) (208,663)
--------------- --------------- --------------
Net income (loss) - GAAP basis 32,152,408 (49,837,334) 8,034,430
=============== =============== ==============
Taxable income
- from operations (Note 8) 33,553,390 58,152,473 7,777,866
=============== =============== ==============
- from gain (loss) on sale (Notes 7, 15 and 18) (149,948) (789,861) (482,056)
=============== =============== ==============
Cash generated from (used in) operations (Notes 4, 5
and 19) 39,116,275 307,261,214 (47,901,389)
Cash generated from sales (Notes 7, 15, 18 and 20) 2,385,941 5,302,433 6,486,944
Cash generated from refinancing 0 0 0
--------------- --------------- --------------
Cash generated from (used in) operations, sales and
refinancing 41,502,216 312,563,647 (41,414,445)
Less: Cash distributions to investors (Note 9)
- from operating cash flow (Note 4) (39,116,275) (60,078,825) 0
- from sale of properties 0 0 0
- from cash flow from prior period (265,053) 0 (33,164,804)
- from return of capital (Note 10) (67,821) 0 0
--------------- --------------- --------------
Cash generated (deficiency) after cash distributions 2,053,067 252,484,822 (74,579,249)
Special items (not including sales of real estate and
refinancing):
Subscriptions received from stockholders 385,523,966 210,736 0
Sale of common stock to CNL Fund
Advisors, Inc. 0 0 0
Retirement of shares of common stock
(Note 13) (639,528) (50,891) 0
Contributions from minority interest 0 740,621 0
Distributions to holder of minority interest (34,073) (66,763) (52,585)
Stock issuance costs (34,579,650) (737,190) 0
Acquisition of land and buildings (200,101,667) (286,411,210) (27,279,430)
Investment in direct financing leases (47,115,435) (63,663,720) (23,301,254)
Proceeds from sales of equipment direct
financing leases 0 2,252,766 483,669
Investment in joint venture (974,696) (187,452) 0
Increase in restricted cash 0 0 (3,467,086)
Purchase of other investments (Note 19) (16,083,055) 0 0
Investment in mortgage notes receivable (Note 19) (2,886,648) (4,041,427) 0
Collections on mortgage notes receivable (Note 19) 291,990 393,468 0
Investment in equipment and other notes
receivable (7,837,750) (26,963,918) (4,152,100)
Collections on equipment and other notes
receivable 1,263,633 3,500,599 1,712,462
Investment in (redemption of) certificates of
deposit 0 2,000,000 0
Proceeds of borrowing on line of credit and
note payables 7,692,040 439,941,245 333,401,000
Payment on line of credit (8,039) (61,580,289) (278,000,000)
Reimbursement of organization, acquisition, and
deferred offering and stock issuance costs paid
on behalf of CNL American Properties Fund,
Inc. by related parties (4,574,925) (1,492,310) (1,422,056)
Increase in intangibles and other assets (6,281,069) (1,862,036) (1,776,564)
Proceeds from borrowings on mortgage
warehouse facility 0 27,101,067 71,481,448
Payments on mortgage warehouse facility 0 (352,808,966) (549,093)
Payments of loan costs 0 (5,947,397) (3,209,908)
Other (95,101) 0 0
--------------- --------------- --------------
Cash generated (deficiency) after cash distributions
and special items 75,613,060 (77,188,245) (10,710,746)
=============== =============== ==============
</TABLE>
C-8
<PAGE>
<TABLE>
<CAPTION>
1994 1997
(Note 1) 1995 1996 (Note 2)
-------------- ------------- -------------- -------------
<S> <C> <C> <C> <C>
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED (Note 6)
Federal income tax results:
Ordinary income (loss) (Notes 9 and 11)
- from operations (Note 8) 0 20 61 67
============== ============= ============== =============
- from recapture 0 0 0 0
============== ============= ============== =============
Capital gain (loss) (Notes 7, 15 and 18) 0 0 0 0
============== ============= ============== =============
Cash distributions to investors
Source (on GAAP basis)
- from investment income 0 19 59 66
- from capital gain 0 0 0 0
- from investment income from prior
period 0 0 0 0
- from return of capital (Note 10) 0 14 8 6
-------------- ------------- -------------- -------------
Total distributions on GAAP basis (Note 11) 0 33 67 72
============== ============= ============== =============
Source (on cash basis)
- from sales 0 0 0 0
- from refinancing 0 0 0 0
- from operations (Note 4) 0 26 67 72
- from cash flow from prior period 0 0 0 0
- from return of capital (Note 10) 0 7 0 0
-------------- ------------- -------------- -------------
Total distributions on cash basis (Note 11) 0 33 67 72
============== ============= ============== =============
Total cash distributions as a percentage of
original $1,000 investment (Notes 6 and 21) 0.00% 5.34% 7.06% 7.45%
Total cumulative cash distributions per
$1,000 investment from inception 0 33 100 172
Amount (in percentage terms) remaining
invested in program properties at the end
of each year (period) presented (original
total acquisition cost of properties
retained, divided by original total
acquisition cost of all properties in
program) (Notes 7, 15 and 18) N/A 100% 100% 100%
</TABLE>
C-9
<PAGE>
<TABLE>
<CAPTION>
6 months
1998 1999 2000
(Note 3) (Note 3) (Note 3)
------------------ --------------- ---------------
<S> <C> <C> <C>
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED (Note 6)
Federal income tax results:
Ordinary income (loss) (Notes 9 and 11)
- from operations (Note 8) 63 74 9
================== =============== ===============
- from recapture 0 0 0
================== =============== ===============
Capital gain (loss) (Notes 7, 15 and 18) 0 (1) (1)
Cash distributions to investors ================== =============== ===============
Source (on GAAP basis)
- from investment income 60 0 9
- from capital gain 0 0 0
- from investment income from prior
period 0 0 0
- from return of capital (Note 10) 14 76 29
------------------ --------------- ---------------
Total distributions on GAAP basis (Note 11) 74 76 38
================== =============== ===============
Source (on cash basis)
- from sales 0 0 0
- from refinancing 0 0 0
- from operations (Note 4) 73 76 0
- from cash flow from prior period 1 0 38
- from return of capital (Note 10) 0 0 0
------------------ --------------- ---------------
Total distributions on cash basis (Note 11) 74 76 38
================== =============== ===============
Total cash distributions as a percentage of
original $1,000 investment (Notes 6 and 21) 7.625% 7.625% 7.625%
Total cumulative cash distributions per
$1,000 investment from inception 246 322 360
Amount (in percentage terms) remaining
invested in program properties at the end
of each year (period) presented (original
total acquisition cost of properties
retained, divided by original total
acquisition cost of all properties in
program) (Notes 7, 15 and 18) 100% 100% 100%
</TABLE>
Note 1: Pursuant to a Registration Statement on Form S-11 under the
Securities Act of 1933, as amended, effective March 29, 1995,
CNL American Properties Fund, Inc. ("APF") registered for sale
$165,000,000 of shares of common stock (the "Initial
Offering"), including $15,000,000 available only to
stockholders participating in the company's reinvestment plan.
The Initial Offering of APF commenced April 19, 1995, and upon
completion of the Initial Offering on February 6, 1997, had
received subscription proceeds of $150,591,765 (7,529,588
shares), including $591,765 (29,588 shares) issued pursuant to
the reinvestment plan. Pursuant to a Registration Statement on
Form S-11 under the Securities Act of 1933, as amended,
effective January 31, 1997, APF registered for sale
$275,000,000 of shares of common stock (the "1997 Offering"),
including $25,000,000 available only to stockholders
participating in the company's reinvestment plan. The 1997
Offering of APF commenced following the completion of the
Initial Offering on February 6, 1997, and upon completion of
the 1997 Offering on March 2, 1998, had received subscription
proceeds of $251,872,648 (12,593,633 shares), including
$1,872,648 (93,632 shares) issued pursuant to the reinvestment
plan. Pursuant to a Registration Statement on Form S-11 under
the Securities Act of 1933, as amended, effective May 12,
1998, APF registered for sale $345,000,000 of shares of common
stock (the "1998 Offering"). The 1998 Offering of APF
commenced following the completion of the 1997 Offering on
March 2, 1998. As of January 31, 1999, APF had received
subscriptions totalling approximately $345,000,000 (17,250,000
shares), from the 1998 Offering, including $3,107,848 (155,393
shares) issued pursuant to the company's reinvestment plan.
The 1998 Offering became fully subscribed in December 1998 and
proceeds from the last subscriptions were received in January
1999. Activities through June 1, 1995, were devoted to
organization of APF and operations had not begun.
Note 2: The amounts shown represent the combined results of the
Initial Offering and the 1997 Offering.
Note 3: The amounts shown represent the combined results of the
Initial Offering, 1997 Offering and 1998 Offering.
Note 4: Cash generated from operations from inception through
September 1999 included cash received from tenants, less cash
paid for expenses, plus interest received. In September 1999,
APF acquired two companies which make and service mortgage
loans and securitize portions of loans. Effective with these
acquisitions, APF classifies its investments in mortgage
loans, proceeds from sale of mortgage loans, collections of
mortgage loans, proceeds from securitization transactions and
purchases of other investments as operating activities in its
financial statements. Prior to these acquisitions, these types
of transactions were classified as investing activities in its
financial statements.
Note 5: Cash generated from operations per this table agrees to cash
generated from operations per the statement of cash flows
included in the financial statements of APF.
Note 6: Total cash distributions as a percentage of original $1,000
investment are calculated based on actual distributions
declared for the period.
Note 7: In May 1997 and July 1997, APF sold four properties and one
property, respectively, to a tenant for $5,254,083 and
$1,035,153, respectively, which was equal to the carrying
value of the properties at the time of sale. In May and July
1998, APF sold two and one properties, respectively, to third
parties for $1,605,154 and $1,152,262, respectively (and
received net sales proceeds of approximately $1,233,700 and
$629,435, respectively, after deduction of construction costs
incurred but not paid by APF as of the date of the sale),
which approximated the carrying value of the properties at the
time of sale. As a result, no gain or loss was recognized for
financial reporting purposes.
Note 8: Taxable income presented is before the dividends paid
deduction.
Note 9: For the six months ended June 30, 2000 and the years ended
December 31, 1999, 1998, 1997, 1996 and 1995, 67%, 97%,
84.87%, 93.33%, 90.25% and 59.82%, respectively, of the
distributions received by stockholders were considered to be
ordinary income and 33%, 15%, 15.13%, 6.67%, 9.75% and 40.18%,
respectively, were considered a return of capital for federal
income tax purposes. No amounts distributed to stockholders
for the six months ended June 30, 2000 and the years ended
December 31, 1999, 1998, 1997, 1996 and 1995 are required to
be or have been treated by the company as a return of capital
for purposes of calculating the stockholders' return on their
invested capital.
C-10
<PAGE>
TABLE III - CNL AMERICAN PROPERTIES FUND, INC. (continued)
Note 10: Cash distributions presented above as a return of capital on a
GAAP basis represent the amount of cash distributions in
excess of accumulated net income on a GAAP basis. Accumulated
net income (loss) includes deductions for depreciation and
amortization expense and income from certain non-cash items.
This amount is not required to be presented as a return of
capital except for purposes of this table, and APF has not
treated this amount as a return of capital for any other
purpose. During the year ended December 31, 1999, accumulated
net loss included a non-cash deduction for the advisor
acquisition expense of $76,333,516 (see Note 16).
Note 11: Tax and distribution data and total distributions on GAAP
basis were computed based on the weighted average dollars
outstanding during each period presented.
Note 12: During the year ended December 31, 1998, APF recorded
provisions for losses on land and buildings in the amount of
$611,534 for financial reporting purposes relating to two
Shoney's properties and two Boston Market properties. The
tenants of these properties experienced financial difficulties
and ceased payment of rents under the terms of their lease
agreements. The allowances represent the difference between
the carrying value of the properties at December 31, 1998 and
the estimated net realizable value for these properties.
Note 13: In October 1998, the Board of Directors of APF elected to
implement APF's redemption plan. Under the redemption plan,
APF elected to redeem shares, subject to certain conditions
and limitations. During the year ended December 31, 1998,
69,514 shares were redeemed at $9.20 per share ($639,528) and
retired from shares outstanding of common stock. During 1999,
as a result of the stockholders approving a one-for-two
reverse stock split of common stock, the Company agreed to
redeem fractional shares (2,545 shares).
Note 14: During the year ended December 31, 1999, APF recorded
provisions for losses on buildings in the amount of $7,779,495
for financial reporting purposes relating to several
properties. The tenants of these properties experienced
financial difficulties and ceased payment of rents under the
terms of their lease agreements. The allowances represent the
difference between the carrying value of the properties at
December 31, 1999 and the estimated net realizable value for
these properties.
Note 15: During the year ended December 31, 1999, APF sold six
properties and received aggregate net sales proceeds of
$5,302,433, which resulted in a total aggregate loss of
$781,192 for financial reporting purposes. APF reinvested the
proceeds from the sale of properties in additional properties.
In addition, APF recorded a loss on securitization of
$1,070,646 for financial reporting purposes.
Note 16: On September 1, 1999, APF issued 6,150,000 shares of common
stock to affiliates of APF to acquire its external advisor and
two companies which make and service mortgage loans and
securitize portions of loans. APF recorded an advisor
acquisition expense of $76,333,516 relating to the acquisition
of the external advisor, which represented the excess purchase
price over the net assets acquired.
Note 17: During the six months ended June 30, 2000, APF recorded
provision for losses on buildings in the amount of $174,641
for financial reporting purposes relating to several
properties. The tenants of these properties experienced
financial difficulties and ceased payment of rents under the
terms of their lease agreements. The allowances represent the
difference between the carrying value of the properties at
June 30, 2000 and the estimated net realizable value for these
properties.
Note 18: During the six months ended June 30, 2000, APF sold nine
properties for aggregate net sales proceeds of $9,262,269
(after deduction of construction costs incurred but not paid
by APF as of the date of the sale). As of June 30, 2000, APF
had collected $6,486,944 of these net sales proceeds and in
July 2000, collected the remaining $2,775,325 in net sales
proceeds.
Note 19: In September 1999, APF acquired two companies which make and
service mortgage loans and securitize portions of loans.
Effective with these acquisitions, APF classifies its
investments in mortgage loans, proceeds from sale of mortgage
loans, collections of mortgage loans, proceeds from
securitization transactions and purchases of other investments
as operating activities in its financial statements. Prior to
these acquisitions, these types of transactions were
classified as investing activities in its financial
statements.
Note 20: Cash generated from sales during the six months ended June 30,
2000 do not include net sales proceeds totaling $2,775,325
relating to the June 30, 2000 sales of the properties in
Nanuet, New York, Jefferson City, Missouri and Alton,
Illinois. The net sales proceeds were recorded as accounts
receivable for financial reporting purposes at June 30, 2000
due to receiving the net sales proceeds in July 2000.
Note 21: Certain data for columns representing less than 12 months have
been annualized.
C-11
<PAGE>
TABLE III
Operating Results of Prior Programs
CNL INCOME FUND XVII, LTD.
<TABLE>
<CAPTION>
1995
(Note 1) 1996 1997 1998
-------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
Gross revenue $ 0 $ 1,195,263 $ 2,643,871 $ 2,816,845
Equity in earnings of unconsolidated joint 0 4,834 100,918 140,595
ventures
Loss on dissolution of consolidated joint
venture (Note 7) 0 0 0 0
Provision for loss on land and buildings (Note 8) 0 0 0 0
Interest income 12,153 244,406 69,779 51,240
Less: Operating expenses (3,493) (169,536) (181,865) (168,542)
Transaction costs 0 0 0 (14,139)
Interest expense 0 0 0 0
Depreciation and amortization (309) (179,208) (387,292) (369,209)
Minority interest in income of
consolidated joint venture (Note 7) 0 0 (41,854) (62,632)
-------------- -------------- ------------- --------------
Net income - GAAP basis 8,351 1,095,759 2,203,557 2,394,158
============== ============== ============= ==============
Taxable income
- from operations 12,153 1,114,964 2,058,601 2,114,039
============== ============== ============= ==============
- from gain (loss) on sale (Note 7) 0 0 0 0
============== ============== ============= ==============
Cash generated from operations (Notes
2 and 3) 9,012 1,232,948 2,495,114 2,520,919
Cash generated from sales (Note 7) 0 0 0 0
Cash generated from refinancing 0 0 0 0
-------------- -------------- ------------- --------------
Cash generated from operations, sales and
refinancing 9,012 1,232,948 2,495,114 2,520,919
Less: Cash distributions to investors (Note 4)
- from operating cash flow (1,199) (703,681) (2,177,584) (2,400,000)
- from prior period 0 0 0 0
-------------- -------------- ------------- --------------
Cash generated (deficiency) after cash
distributions 7,813 529,267 317,530 120,919
Special items (not including sales and
refinancing):
Limited partners' capital contributions 5,696,921 24,303,079 0 0
General partners' capital contributions 1,000 0 0 0
Contributions from minority interest 0 140,676 278,170 0
Distribution to holder of minority interest 0 0 (41,507) (49,023)
Distribution to holder of minority interest
from dissolution of consolidated joint
venture 0 0 0 0
Syndication costs (604,348) (2,407,317) 0 0
Acquisition of land and buildings (332,928) (19,735,346) (1,740,491) 0
Investment in direct financing leases 0 (1,784,925) (1,130,497) 0
Investment in joint ventures 0 (201,501) (1,135,681) (124,452)
Reimbursement of organization, syndication
and acquisition costs paid on behalf of
CNL Income Fund XVII, Ltd. by related
parties (347,907) (326,483) (25,444) 0
Increase in other assets (221,282) 0 0 0
Reimbursement from developer of
construction costs 0 0 0 306,100
Other (410) 410 0 0
-------------- -------------- ------------- --------------
Cash generated (deficiency) after cash
distributions and special items 4,198,859 517,860 (3,477,920) 253,544
============== ============== ============= ==============
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 36 37 69 70
============== ============== ============= ==============
- from recapture 0 0 0 0
============== ============== ============= ==============
Capital gain (loss) (Note 7) 0 0 0 0
============== ============== ============= ==============
</TABLE>
C-12
<PAGE>
<TABLE>
<CAPTION>
6 months
1999 2000
----------------- --------------
<S> <C> <C>
Gross revenue $ 2,403,040 $ 1,042,922
Equity in earnings of unconsolidated joint
ventures 182,132 90,427
Loss on dissolution of consolidated joint
venture (Note 7) (82,914) 0
Provision for loss on land and buildings (Note 8) 0 (353,622)
Interest income 44,184 14,771
Less: Operating expenses (219,361) (157,897)
Transaction costs (71,366) (23,382)
Interest expense 0 0
Depreciation and amortization (384,985) (199,123)
Minority interest in income of
consolidated joint venture (Note 7) (31,461) 0
----------------- --------------
Net income - GAAP basis 1,839,269 414,096
================= ==============
Taxable income
- from operations 2,003,243 898,708
================= ==============
- from gain (loss) on sale (Note 7) (23,150) 0
================= ==============
Cash generated from operations (Notes
2 and 3) 2,450,018 985,097
Cash generated from sales (Note 7) 2,094,231 0
Cash generated from refinancing 0 0
----------------- --------------
Cash generated from operations, sales and
refinancing 4,544,249 985,097
Less: Cash distributions to investors (Note 4)
- from operating cash flow (2,400,000) (985,097)
- from prior period 0 (214,903)
----------------- --------------
Cash generated (deficiency) after cash
distributions 2,144,249 (214,903)
Special items (not including sales and
refinancing):
Limited partners' capital contributions 0 0
General partners' capital contributions 0 0
Contributions from minority interest 0 0
Distribution to holder of minority interest (46,567) 0
Distribution to holder of minority interest
from dissolution of consolidated joint
venture (417,696) 0
Syndication costs 0 0
Acquisition of land and buildings 0 (1,630,164)
Investment in direct financing leases 0 0
Investment in joint ventures (527,864) (12)
Reimbursement of organization, syndication
and acquisition costs paid on behalf of
CNL Income Fund XVII, Ltd. by related
parties 0 0
Increase in other assets 0 0
Reimbursement from developer of
construction costs 0 0
Other 0 0
----------------- --------------
Cash generated (deficiency) after cash
distributions and special items 1,152,122 (1,845,079)
================= ==============
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 66 30
================= ==============
- from recapture 0 0
================= ==============
Capital gain (loss) (Note 7) (1) 0
================= ==============
</TABLE>
C-13
<PAGE>
TABLE III - CNL INCOME FUND XVII, LTD. (continued)
<TABLE>
<CAPTION>
1995
(Note 1) 1996 1997 1998
-------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 4 23 73 79
- from capital gain 0 0 0 0
- from investment income from prior
period 0 0 0 1
- from return of capital 0 0 0 0
-------------- ------------- ------------- -------------
Total distributions on GAAP basis (Note 4) 4 23 73 80
============== ============= ============= =============
Source (on cash basis)
- from sales 0 0 0 0
- from prior period 0 0 0 0
- from operations 4 23 73 80
-------------- ------------- ------------- -------------
Total distributions on cash basis (Note 4) 4 23 73 80
============== ============= ============= =============
Total cash distributions as a percentage of
original $1,000 investment (Notes 5 and 9) 5.00% 5.50% 7.625% 8.00%
Total cumulative cash distributions per
$1,000 investment from inception 4 27 100 180
Amount (in percentage terms) remaining
invested in program properties at the end
of each year (period) presented (original
total acquisition cost of properties
retained, divided by original total
acquisition cost of all properties in
program) (Notes 6 and 7) N/A 100% 100% 100%
TABLE III - CNL INCOME FUND XVII, LTD. (continued)
<CAPTION>
6 months
1999 2000
------------------ ----------------
Cash distributions to investors
Source (on GAAP basis)
- from investment income 61 14
- from capital gain 0 0
- from investment income from prior
period 19 0
- from return of capital 0 26
------------------ ----------------
Total distributions on GAAP basis (Note 4) 80 40
================== ================
Source (on cash basis)
- from sales 0 0
- from prior period 0 7
- from operations 80 33
------------------ ----------------
Total distributions on cash basis (Note 4) 80 40
================== ================
Total cash distributions as a percentage of
original $1,000 investment (Notes 5 and 9) 8.00% 8.00%
Total cumulative cash distributions per
$1,000 investment from inception 260 300
Amount (in percentage terms) remaining
invested in program properties at the end
of each year (period) presented (original
total acquisition cost of properties
retained, divided by original total
acquisition cost of all properties in
program) (Notes 6 and 7) 94% 100%
</TABLE>
C-14
<PAGE>
Note 1: Pursuant to a registration statement on Form S-11 under the
Securities Act of 1933, as amended, effective August 11, 1995,
CNL Income Fund XVII, Ltd. ("CNL XVII") and CNL Income Fund
XVIII, Ltd. each registered for sale $30,000,000 units of
limited partnership interests ("Units"). The offering of Units
of CNL Income Fund XVII, Ltd. commenced September 2, 1995.
Pursuant to the registration statement, CNL XVIII could not
commence until the offering of Units of CNL Income Fund XVII,
Ltd. was terminated. CNL Income Fund XVII, Ltd. terminated its
offering of Units on September 19, 1996, at which time
subscriptions for the maximum offering proceeds of $30,000,000
had been received. Upon the termination of the offering of
Units of CNL Income Fund XVII, Ltd., CNL XVIII commenced its
offering of Units. Activities through November 3, 1995, were
devoted to organization of the partnership and operations had
not begun.
Note 2: Cash generated from operations includes cash received from
tenants, plus distributions from joint ventures, less cash
paid for expenses, plus interest received.
Note 3: Cash generated from operations per this table agrees to cash
generated from operations per the statement of cash flows
included in the financial statements of CNL XVII.
Note 4: Distributions declared for the quarters ended December 31,
1995, 1996, 1997, 1998 and 1999 are reflected in the 1996,
1997, 1998, 1999 and 2000 columns, respectively, due to the
payment of such distributions in January 1996, 1997, 1998,
1999 and 2000, respectively. As a result of distributions
being presented on a cash basis, distributions declared and
unpaid as of December 31, 1995, 1996, 1997, 1998 and 1999, and
June 30, 2000, are not included in the 1995, 1996, 1997, 1998,
1999 and 2000 totals, respectively.
Note 5: Total cash distributions as a percentage of original $1,000
investment are calculated based on actual distributions
declared for the period. (See Note 4 above)
Note 6: During 1998, CNL XVII received approximately $306,100 in
reimbursements from the developer upon final reconciliation of
total construction costs relating to the properties in Aiken,
South Carolina and Weatherford, Texas, in accordance with the
related development agreements. During 1999, CNL XVII had
reinvested these amounts, plus additional funds, in a property
as tenants-in-common with an affiliate of the general partners
and in Ocean Shores Joint Venture, with an affiliate of CNL
XVII which has the same general partners.
Note 7: During 1999, CNL/El Cajon Joint Venture, CNL XVII's
consolidated joint venture in which CNL XVII owned an 80%
interest, sold its property to the 20% joint venture partner
and dissolved the joint venture. CNL XVII did not recognize
any gain or loss from the sale of the property for financial
reporting purposes. As a result of the dissolution, CNL XVII
recognized a loss on dissolution of $82,914 for financial
reporting purposes. In January 2000, the Partnership
reinvested approximately $1,630,200 of the net sales proceeds
received from the 1999 sale of this property in a Baker's
Square property in Wilmette, Illinois.
Note 8: During the six months ended June 2000, the Partnership
recorded a provision for loss on land and building in the
amount of $353,622 for financial reporting purposes relating
to the Boston Market property in Long Beach, California. The
tenant of this property filed for bankruptcy in October 1998
and ceased payment of rents under the terms of its lease
agreement. The allowance represents the difference between the
carrying value of the property at June 30, 2000 and the
estimated net realizable value for this property.
Note 9: Certain data for columns representing less than 12 months have
been annualized.
C-15
<PAGE>
TABLE III
Operating Results of Prior Programs
CNL INCOME FUND XVIII, LTD.
<TABLE>
<CAPTION>
1995
(Note 1) 1996 1997 1998
-------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
Gross revenue $ 0 $ 1,373 $ 1,291,416 $ 2,956,349
Equity in earnings of joint venture 0 0 0 0
Gain on sale of properties (Note 7) 0 0 0 0
Provision for loss on land (Note 5) 0 0 0 (197,466)
Lease termination refund to tenant (Note 8) 0 0 0 0
Interest income 0 30,241 161,826 141,408
Less: Operating expenses 0 (3,992) (156,403) (207,974)
Transaction costs 0 0 0 (15,522)
Interest expense 0 0 0 0
Depreciation and amortization 0 (712) (142,079) (374,473)
-------------- -------------- ------------- --------------
Net income - GAAP basis 0 26,910 1,154,760 2,302,322
============== ============== ============= ==============
Taxable income
- from operations 0 30,223 1,318,750 2,324,746
============== ============== ============= ==============
- from gain on sale (Note 7) 0 0 0 0
============== ============== ============= ==============
Cash generated from operations (Notes
2 and 3) 0 27,146 1,361,756 2,831,738
Cash generated from sales (Note 7) 0 0 0 0
Cash generated from refinancing 0 0 0 0
-------------- -------------- ------------- --------------
Cash generated from operations, sales and
refinancing 0 27,146 1,361,756 2,831,738
Less: Cash distributions to investors (Note 4)
- from operating cash flow 0 (2,138) (855,957) (2,468,400)
- from prior period 0 0 0 0
-------------- -------------- ------------- --------------
Cash generated (deficiency) after cash
distributions 0 25,008 505,799 363,338
Special items (not including sales and
refinancing):
Limited partners' capital contributions 0 8,498,815 25,723,944 854,241
General partners' capital contributions 1,000 0 0 0
Contributions from minority interest 0 0 0 0
Syndication costs 0 (845,657) (2,450,214) (161,142)
Acquisition of land and buildings 0 (1,533,446) (18,581,999) (3,134,046)
Investment in direct financing leases 0 0 (5,962,087) (12,945)
Investment in joint venture 0 0 0 (166,025)
Decrease (increase) in restricted cash 0 0 0 0
Reimbursement of organization, syndication
and acquisition costs paid on behalf of CNL
Income Fund XVIII, Ltd. by related parties 0 (497,420) (396,548) (37,135)
Increase in other assets 0 (276,848) 0 0
Other (20) (107) (66,893) (10,000)
-------------- -------------- ------------- --------------
Cash generated (deficiency) after cash
distributions and special items 980 5,370,345 (1,227,998) (2,303,714)
============== ============== ============= ==============
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 0 6 57 66
============== ============== ============= ==============
- from recapture 0 0 0 0
============== ============== ============= ==============
Capital gain (loss) (Note 7) 0 0 0 0
============== ============== ============= ==============
</TABLE>
C-16
<PAGE>
<TABLE>
<CAPTION>
6 months
1999 2000
--------------- -------------
<S> <C> <C>
Gross revenue $ 3,075,379 $ 1,366,920
Equity in earnings of joint venture 61,656 32,475
Gain on sale of properties (Note 7) 46,300 0
Provision for loss on land (Note 5) 0 0
Lease termination refund to tenant (Note 8) 0 (84,873)
Interest income 55,336 33,111
Less: Operating expenses (256,060) (130,979)
Transaction costs (74,734) (22,874)
Interest expense 0 0
Depreciation and amortization (392,521) (193,400)
--------------- -------------
Net income - GAAP basis 2,515,356 1,000,380
=============== =============
Taxable income
- from operations 2,341,350 1,066,303
=============== =============
- from gain on sale (Note 7) 80,170 0
=============== =============
Cash generated from operations (Notes
2 and 3) 2,797,040 1,270,560
Cash generated from sales (Note 7) 688,997 0
Cash generated from refinancing 0 0
--------------- -------------
Cash generated from operations, sales and
refinancing 3,486,037 1,270,560
Less: Cash distributions to investors (Note 4)
- from operating cash flow (2,797,040) (1,270,560)
- from prior period (2,958) (129,440)
--------------- -------------
Cash generated (deficiency) after cash
distributions 686,039 (129,440)
Special items (not including sales and
refinancing): 0 0
Limited partners' capital contributions 0 0
General partners' capital contributions 0 0
Contributions from minority interest 0 0
Syndication costs (25,792) 0
Acquisition of land and buildings 0 0
Investment in direct financing leases (526,138) (1,001,592)
Investment in joint venture (688,997) 688,997
Decrease (increase) in restricted cash
Reimbursement of organization, syndication
and acquisition costs paid on behalf of CNL
Income Fund XVIII, Ltd. by related parties (2,495) 0
Increase in other assets 0 0
Other (117) 0
--------------- -------------
Cash generated (deficiency) after cash
distributions and special items (557,500) (442,035)
=============== =============
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 66 30
=============== =============
- from recapture 0 0
=============== =============
Capital gain (loss) (Note 7) 2 0
=============== =============
</TABLE>
C-17
<PAGE>
TABLE III - CNL INCOME FUND XVIII, LTD. (continued)
<TABLE>
<CAPTION>
1995
(Note 1) 1996 1997 1998
-------------- ------------- -------------- -------------
<S> <C> <C> <C> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 0 0 38 65
- from capital gain 0 0 0 0
- from return of capital 0 0 0 0
- from investment income from prior
period 0 0 0 6
-------------- ------------- -------------- -------------
Total distributions on GAAP basis (Note 4) 0 0 38 71
============== ============= ============== =============
Source (on cash basis)
- from sales (Note 7) 0 0 0 0
- from prior period 0 0 0 0
- from operations 0 0 38 71
-------------- ------------- -------------- -------------
Total distributions on cash basis (Note 4) 0 0 38 71
============== ============= ============== =============
Total cash distributions as a percentage of
original $1,000 investment from
inception (Note 9) 0.00% 5.00% 5.75% 7.63%
Total cumulative cash distributions per
$1,000 investment (Note 6) 0 0 38 109
Amount (in percentage terms) remaining
invested in program properties at the end
of each year (period) presented (original
total acquisition cost of properties
retained, divided by original total
acquisition cost of all properties in
program) (Note 7) N/A 100% 100% 100%
<CAPTION>
6 months
1999 2000
---------------- -------------
Cash distributions to investors
Source (on GAAP basis)
- from investment income 71 28
- from capital gain 1 0
- from return of capital 0 9
- from investment income from prior
period 8 3
---------------- -------------
Total distributions on GAAP basis (Note 4) 80 40
================ =============
Source (on cash basis)
- from sales (Note 7) 0 0
- from prior period 0 4
- from operations 80 36
---------------- -------------
Total distributions on cash basis (Note 4) 80 40
================ =============
Total cash distributions as a percentage of
original $1,000 investment from
inception (Note 9) 8.00% 8.00%
Total cumulative cash distributions per
$1,000 investment (Note 6) 189 229
Amount (in percentage terms) remaining
invested in program properties at the end
of each year (period) presented (original
total acquisition cost of properties
retained, divided by original total
acquisition cost of all properties in
program) (Note 7) 98% 100%
</TABLE>
C-18
<PAGE>
Note 1: Pursuant to a registration statement on Form S-11 under the
Securities Act of 1933, as amended, effective August 11, 1995,
CNL Income Fund XVIII, Ltd ("CNL XVIII") and CNL Income Fund
XVII, Ltd. each registered for sale $30,000,000 units of
limited partnership interest ("Units"). The offering of Units
of CNL Income Fund XVII, Ltd. commenced September 2, 1995.
Pursuant to the registration statement, CNL XVIII could not
commence until the offering of Units of CNL Income Fund XVII,
Ltd. was terminated. CNL Income Fund XVII, Ltd. terminated its
offering of Units on September 19, 1996, at which time the
maximum offering proceeds of $30,000,000 had been received.
Upon the termination of the offering of Units of CNL Income
Fund XVII, Ltd., CNL XVIII commenced its offering of Units.
Activities through October 11, 1996, were devoted to
organization of the partnership and operations had not begun.
Note 2: Cash generated from operations includes cash received from
tenants, less cash paid for expenses, plus interest received.
Note 3: Cash generated from operations per this table agrees to cash
generated from operations per the statement of cash flows
included in the financial statements of CNL XVIII.
Note 4: Distributions declared for the quarters ended December 1996,
1997, 1998 and 1999 are reflected in the 1997, 1998, 1999 and
2000 columns, respectively, due to the payment of such
distributions in January 1997, 1998, 1999 and 2000,
respectively. As a result of distributions being presented on
a cash basis, distributions declared and unpaid as of December
31, 1996, 1997, 1998 and 1999, and June 30, 2000, are not
included in the 1996, 1997, 1998, 1999 and 2000 totals,
respectively.
Note 5: During the year ended December 31, 1998, CNL XVIII established
an allowance for loss on land of $197,466 for financial
reporting purposes relating to the property in Minnetonka,
Minnesota. The tenant of this Boston Market property declared
bankruptcy and rejected the lease relating to this property.
The loss represents the difference between the Property's
carrying value at December 31, 1998 and the estimated net
realizable value.
Note 6: Total cash distributions as a percentage of original $1,000
investment are calculated based on actual distributions
declared for the period. (See Note 4 above)
Note 7: In December 1999, CNL XVIII sold one of its properties and
received net sales proceeds of $688,997, resulting in a gain
of $46,300 for financial reporting purposes. In June 2000, the
Partnership used the net sales proceeds from this sale to
enter into a joint venture arrangement with CNL Income Fund
VII, Ltd., CNL Income Fund XV, Ltd. and CNL Income Fund XVI,
Ltd., each a Florida limited partnership and an affiliate of
the general partners, to hold one restaurant property.
Note 8: The lease termination refund to tenant of $84,873 during the
six months ended June 30, 2000 is due to lease termination
negotiations during the six months ended June 30, 2000 related
to the 1999 sale of the Partnership's Property in Atlanta,
Georgia. The Partnership does not anticipate incurring any
additional costs related to the sale of this property.
Note 9: Certain data for columns representing less than 12 months have
been annualized.
C-19
<PAGE>
TABLE III
Operating Results of Prior Programs
CNL HOSPITALITY PROPERTIES, INC.
<TABLE>
<CAPTION>
6 months
1996 1997 1999 2000
(Note 1) (Note 1) 1998 (Note 2) (Note 3)
------------ ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
Gross revenue $ 0 $ 0 $ 1,316,599 $ 4,230,995 $ 6,456,916
Dividend income (Note 10) 0 0 0 2,753,506 1,853,735
Interest and other income 0 46,071 638,862 3,693,004 3,961,188
Less: Operating expenses 0 (22,386) (257,646) (802,755) (1,140,802)
Interest expense 0 0 (350,322) (248,094) (16,222)
Depreciation and amortization 0 (833) (388,554) (1,267,868) (2,000,144)
Equity in loss of unconsolidated
subsidiary after deduction of
preferred stock dividends (Note 10) 0 0 0 (778,466) (260,437)
Minority interest 0 0 0 (64,334) (266,210)
------------ ------------ ------------ ------------- -------------
Net income - GAAP basis 0 22,852 958,939 7,515,988 8,588,024
============ ============ ============ ============= =============
Taxable income
- from operations (Note 6) 0 46,071 886,556 7,488,184 5,730,974
============ ============ ============ ============= =============
- from gain (loss) on sale 0 0 0 0 0
============ ============ ============ ============= =============
Cash generated from operations (Notes
3 and 4) 0 22,469 2,776,965 12,890,161 14,746,948
Less: Cash distributions to investors (Note 7)
- from operating cash flow 0 (22,469) (1,168,145) (10,765,881) (11,936,334)
- from sale of properties 0 0 0 0 0
- from cash flow from prior period 0 0 0 0 0
- from return of capital (Note 8) 0 (7,307) 0 0 0
------------ ------------ ------------ ------------- -------------
Cash generated (deficiency) after cash
distributions 0 (7,307) 1,608,820 2,124,280 2,810,614
Special items (not including sales of real
estate and refinancing):
Subscriptions received from
stockholders 0 11,325,402 31,693,678 245,938,907 96,126,550
Sale of common stock to CNL
Hospitality Corp. (formerly CNL 200,000 0 0 0 0
Hospitality Advisors, Inc.)
Contribution from minority interest 0 0 0 7,150,000 0
Distributions to holders of minority
interest 0 0 0 0 (264,022)
Stock issuance costs (197,916) (1,979,371) (3,948,669) (26,472,318) (12,414,132)
Acquisition of land, buildings and
equipment 0 0 (28,752,549) (85,089,887) (78,421,993)
Investment in unconsolidated subsidiary 0 0 0 (39,879,638) 0
Investment in certificate of deposit 0 0 (5,000,000) 0 0
Increase in restricted cash 0 0 (82,407) (193,223) (445,355)
Proceeds of borrowing on line of credit 0 0 9,600,000 0 0
Payment on line of credit 0 0 0 (9,600,000) 0
Payment of loan costs 0 0 (91,262) (47,334) 0
Increase in intangibles and other assets 0 (463,470) (676,026) (5,068,727) (2,844,259)
Retirement of shares of common stock 0 0 0 (118,542) (578,455)
Other 0 (7,500) 7,500 0 (15,002)
------------ ------------ ------------ ------------- -------------
Cash generated (deficiency) after cash
distributions and special items 2,084 8,867,754 4,359,085 88,743,518 3,953,946
============ ============ ============ ============= =============
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED (Note 5)
Federal income tax results:
Ordinary income (loss) (Note 9)
- from operations (Note 6) 0 7 37 47 22
============ ============ ============ ============= =============
- from recapture 0 0 0 0 0
============ ============ ============ ============= =============
Capital gain (loss) (Note 7) 0 0 0 0 0
============ ============ ============ ============= =============
</TABLE>
C-20
<PAGE>
TABLE III - CNL HOSPITALITY PROPERTIES, INC. (continued)
<TABLE>
<CAPTION>
6 months
1996 1997 1999 2000
(Note 1) (Note 1) 1998 (Note 2) (Note 2)
------------ ----------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 0 3 40 47 22
- from capital gain 0 0 0 0 0
- from investment income from
prior period 0 0 0 0 0
- from return of capital (Note 8) 0 1 9 21 13
------------ ----------- ----------- ------------- -----------
Total distributions on GAAP basis
(Note 9) 0 4 49 68 35
============ =========== =========== ============= ===========
Source (on cash basis)
- from sales 0 0 0 0 0
- from refinancing 0 0 0 0 0
- from operations 0 3 49 68 35
- from cash flow from prior period 0 0 0 0 0
- from return of capital (Note 8) 0 1 0 0 0
------------ ----------- ----------- ------------- -----------
Total distributions on cash basis (Note 9) 0 4 49 68 35
============ =========== =========== ============= ===========
Total cash distributions as a percentage
of original $1,000 investment (Notes
5 and 11) N/A 3.00% 4.67% 7.19% 7.38%
Total cumulative cash distributions per
$1,000 investment from inception N/A 4 53 121 213
Amount (in percentage terms) remaining
invested in program properties at the
end of each year (period) presented
(original total acquisition cost of
properties retained, divided by original
total acquisition cost of all properties N/A N/A 100% 100% 100%
in program)
</TABLE>
Note 1: Pursuant to a Registration Statement on Form S-11 under the
Securities Act of 1933, as amended, effective July 9, 1997,
CNL Hospitality Properties, Inc. ("CHP") registered for sale
$165,000,000 of shares of common stock (the "Initial
Offering"), including $15,000,000 available only to
stockholders participating in the company's reinvestment plan.
The Initial Offering of CHP commenced September 11, 1997, and
upon completion of the Initial Offering on June 17, 1999, had
received subscription proceeds of $150,072,637 (15,007,264
shares), including $72,637 (7,264 shares) issued pursuant to
the reinvestment plan. Pursuant to a Registration Statement on
Form S-11 under the Securities Act of 1933, as amended,
effective June 17, 1999, CHP registered for sale $275,000,000
of shares of common stock (the "1999 Offering"). The 1999
Offering of CHP commenced following the completion of the
Initial Offering on June 17, 1999. As of June 30, 2000, CHP
had received subscription proceeds totalling $235,011,997 from
the 1999 Offering, including $965,145 issued pursuant to the
company's reinvestment plan. Activities through October 15,
1997, were devoted to organization of CHP and operations had
not begun. Pursuant to a Registration Statement on Form S-11
under the Securities Act of 1933, as amended, effective May
23, 2000, CHP registered for sale up to $450,000,000 of shares
of common stock (the "2000 Offering"). The 2000 Offering is
expected to commence immediately following the completion of
the 1999 Offering.
Note 2: The amounts shown represent the combined results of the
Initial Offering and the 1999 Offering.
Note 3: Cash generated from operations includes cash received from
tenants and dividend, interest and other income, less cash
paid for operating expenses.
Note 4: Cash generated from operations per this table agrees to cash
generated from operations per the statement of cash flows
included in the consolidated financial statements of CHP.
Note 5: Total cash distributions as a percentage of original $1,000
investment are calculated based on actual distributions
declared for the period.
Note 6: Taxable income presented is before the dividends paid
deduction.
Note 7: For the six months ended June 30, 2000 and the years ended
December 31, 1999, 1998 and 1997, approximately 51%, 75%, 76%
and 100%, respectively, of the distributions received by
stockholders were considered to be ordinary income and
approximately 49%, 25%, 24% and 0%, respectively, were
considered a return of capital for federal income tax
purposes. No amounts distributed to stockholders for the six
months ended June 30, 2000 and the years ended December 31,
1999, 1998 and 1997 are required to be or have been treated by
the company as a return of capital for purposes of calculating
the stockholders' return on their invested capital.
C-21
<PAGE>
TABLE III - CNL HOSPITALITY PROPERTIES, INC. (continued)
Note 8: Cash distributions presented above as a return of capital on a
GAAP basis represent the amount of cash distributions in
excess of accumulated net income on a GAAP basis. Accumulated
net income includes deductions for depreciation and
amortization expense and income from certain non-cash items.
In addition, cash distributions presented as a return of
capital on a cash basis represents the amount of cash
distributions in excess of cash generated from operating cash
flow and excess cash flows from prior periods. These amounts
have not been treated as a return of capital for purposes of
calculating the amount of stockholders' invested capital.
Note 9: Tax and distribution data and total distributions on GAAP
basis were computed based on the weighted average shares
outstanding during each period presented.
Note 10: In February 1999, the company executed a series of agreements
with Five Arrows Realty Securities II, L.L.C. to jointly own a
real estate investment trust, CNL Hotel Investors, Inc., for
the purpose of acquiring seven hotels. During the six months
ended June 30, 2000 and the year ended December 31, 1999, the
company recorded $1,853,735 and $2,753,506, respectively, in
dividend income and $260,437 and $778,466, respectively, in an
equity in loss after deduction of preferred stock dividends,
resulting in net earnings of $1,593,298 and $1,975,040,
respectively, attributable to this investment.
Note 11: Certain data for columns representing less than 12 months have
been annualized.
C-22
<PAGE>
TABLE V
SALES OR DISPOSALS OF PROPERTIES
<TABLE>
<CAPTION>
Selling Price, Net of
Closing Costs and GAAP Adjustments
---------------------------------------------------------------
Purchase
Mortgage money Adjustments
balance mortgage resulting from
Date Date of Cash received net at time taken back application of
Property Acquired Sale of closing costs of sale by program GAAP Total
============================== ============ =========== ================= ========= =========== ============ ============
<S> <C> <C> <C> <C> <C> <C> <C>
CNL Income Fund, Ltd.:
Burger King -
San Dimas, CA (14) 02/05/87 06/12/92 $1,169,021 0 0 0 $1,169,021
Wendy's -
Fairfield, CA (14) 07/01/87 10/03/94 1,018,490 0 0 0 1,018,490
Wendy's -
Casa Grande, AZ 12/10/86 08/19/97 795,700 0 0 0 795,700
Wendy's -
North Miami, FL (9) 02/18/86 08/21/97 473,713 0 0 0 473,713
Popeye's -
Kissimmee, FL (14) 12/31/86 04/30/98 661,300 0 0 0 661,300
Golden Corral -
Kent Island, MD (21) 11/20/86 10/15/99 870,457 0 0 0 870,457
CNL Income Fund II, Ltd.:
Golden Corral -
Salisbury, NC 05/29/87 07/21/93 746,800 0 0 0 746,800
Pizza Hut -
Graham, TX 08/24/87 07/28/94 261,628 0 0 0 261,628
Golden Corral -
Medina, OH (11) 11/18/87 11/30/94 825,000 0 0 0 825,000
Denny's -
Show Low, AZ (8) 05/22/87 01/31/97 620,800 0 0 0 620,800
KFC -
Eagan, MN 06/01/87 06/02/97 623,882 0 42,000 0 665,882
KFC -
Jacksonville, FL 09/01/87 09/09/97 639,363 0 0 0 639,363
Wendy's - Farmington
Hills, MI (12) 05/18/87 10/09/97 833,031 0 0 0 833,031
Wendy's - Farmington
Hills, MI (13) (14) 05/18/87 10/09/97 1,085,259 0 0 0 1,085,259
Denny's -
Plant City, FL 11/23/87 10/24/97 910,061 0 0 0 910,061
Pizza Hut -
Mathis, TX 12/17/87 12/04/97 297,938 0 0 0 297,938
KFC -
Avon Park, FL (14) 09/02/87 12/10/97 501,975 0 0 0 501,975
Golden Corral -
Columbia, MO 11/17/87 03/23/99 678,888 0 0 0 678,888
Little House -
Littleton, CO 10/07/87 11/05/99 150,000 0 0 0 150,000
KFC -
Jacksonville, FL (14) 09/01/87 06/15/00 601,400 0 0 0 601,400
CNL Income Fund III, Ltd.:
Wendy's -
Chicago, IL (14) 06/02/88 01/10/97 496,418 0 0 0 496,418
Perkins -
Bradenton, FL 06/30/88 03/14/97 1,310,001 0 0 0 1,310,001
<CAPTION>
Cost of Properties
Including Closing and
Soft Costs
-----------------------------------------
Excess
Total (deficiency)
acquisition cost, of property
capital operating cash
Original improvements receipts over
mortgage closing and cash
Property financing soft costs (1) Total expenditures
============================== ============== ============= ============ =============
<S> <C> <C> <C> <C>
CNL Income Fund, Ltd.:
Burger King -
San Dimas, CA (14) 0 $955,000 $955,000 $214,021
Wendy's -
Fairfield, CA (14) 0 861,500 861,500 156,990
Wendy's -
Casa Grande, AZ 0 667,255 667,255 128,445
Wendy's -
North Miami, FL (9) 0 385,000 385,000 88,713
Popeye's -
Kissimmee, FL (14) 0 475,360 475,360 185,940
Golden Corral -
Kent Island, MD (21) 0 726,600 726,600 143,857
CNL Income Fund II, Ltd.:
Golden Corral -
Salisbury, NC 0 642,800 642,800 104,000
Pizza Hut -
Graham, TX 0 205,500 205,500 56,128
Golden Corral -
Medina, OH (11) 0 743,000 743,000 82,000
Denny's -
Show Low, AZ (8) 0 484,185 484,185 136,615
KFC -
Eagan, MN 0 601,100 601,100 64,782
KFC -
Jacksonville, FL 0 405,000 405,000 234,363
Wendy's - Farmington
Hills, MI (12) 0 679,000 679,000 154,031
Wendy's - Farmington
Hills, MI (13) (14) 0 887,000 887,000 198,259
Denny's -
Plant City, FL 0 820,717 820,717 89,344
Pizza Hut -
Mathis, TX 0 202,100 202,100 95,838
KFC -
Avon Park, FL (14) 0 345,000 345,000 156,975
Golden Corral -
Columbia, MO 0 511,200 511,200 167,688
Little House -
Littleton, CO 0 330,456 330,456 (180,456)
KFC -
Jacksonville, FL (14) 0 441,000 441,000 160,400
CNL Income Fund III, Ltd.:
Wendy's -
Chicago, IL (14) 0 591,362 591,362 (94,944)
Perkins -
Bradenton, FL 0 1,080,500 1,080,500 229,501
</TABLE>
C-23
<PAGE>
TABLE V
SALES OR DISPOSALS OF PROPERTIES
<TABLE>
<CAPTION>
Selling Price, Net of
Closing Costs and GAAP Adjustments
---------------------------------------------------------------
Purchase
Mortgage money Adjustments
balance mortgage resulting from
Date Date of Cash received net at time taken back application of
Property Acquired Sale of closing costs of sale by program GAAP Total
============================== ============ =========== ================= ========= =========== ============ ============
<S> <C> <C> <C> <C> <C> <C> <C>
CNL Income Fund III, Ltd.
(Continued):
Pizza Hut -
Kissimmee, FL 02/23/88 04/08/97 673,159 0 0 0 673,159
Burger King -
Roswell, GA 06/08/88 06/20/97 257,981 0 685,000 0 942,981
Wendy's -
Mason City, IA 02/29/88 10/24/97 217,040 0 0 0 217,040
Taco Bell -
Fernandina Beach, FL (14) 04/09/88 01/15/98 721,655 0 0 0 721,655
Denny's -
Daytona Beach, FL (14) 07/12/88 01/23/98 1,008,976 0 0 0 1,008,976
Wendy's -
Punta Gorda, FL 02/03/88 02/20/98 665,973 0 0 0 665,973
Po Folks -
Hagerstown, MD 06/21/88 06/10/98 788,884 0 0 0 788,884
Denny's-
Hazard, KY 02/01/88 12/23/98 432,625 0 0 0 432,625
Perkins -
Flagstaff, AZ 09/30/88 04/30/99 1,091,193 0 0 0 1,091,193
Denny's -
Hagerstown, MD 08/14/88 06/09/99 700,977 0 0 0 700,977
CNL Income Fund IV, Ltd.:
Taco Bell -
York, PA 03/22/89 04/27/94 712,000 0 0 0 712,000
Burger King -
Hastings, MI 08/12/88 12/15/95 518,650 0 0 0 518,650
Wendy's -
Tampa, FL 12/30/88 09/20/96 1,049,550 0 0 0 1,049,550
Checkers -
Douglasville, GA 12/08/94 11/07/97 380,695 0 0 0 380,695
Taco Bell -
Fort Myers, FL (14) 12/22/88 03/02/98 794,690 0 0 0 794,690
Denny's -
Union Township, OH (14) 11/01/88 03/31/98 674,135 0 0 0 674,135
Perkins -
Leesburg, FL 01/11/89 07/09/98 529,288 0 0 0 529,288
Taco Bell -
Naples, FL 12/22/88 09/03/98 533,127 0 0 0 533,127
Wendy's
Detroit, MI (14) 10/21/88 06/29/00 1,056,475 0 0 0 1,056,475
CNL Income Fund V, Ltd.:
Perkins -
Myrtle Beach, SC (2) 02/28/90 08/25/95 0 0 1,040,000 0 1,040,000
Ponderosa -
St. Cloud, FL (14) (24) 06/01/89 10/24/96 73,713 0 1,057,299 0 1,131,012
Franklin National Bank -
Franklin, TN 06/26/89 01/07/97 960,741 0 0 0 960,741
<CAPTION>
Cost of Properties
Including Closing and
Soft Costs
-----------------------------------------
Excess
Total (deficiency)
acquisition cost, of property
capital operating cash
Original improvements receipts over
mortgage closing and cash
Property financing soft costs (1) Total expenditures
============================== ============== ============= ============ =============
<S> <C> <C> <C> <C>
CNL Income Fund III, Ltd.
(Continued):
Pizza Hut -
Kissimmee, FL 0 474,755 474,755 198,404
Burger King -
Roswell, GA 0 775,226 775,226 167,755
Wendy's -
Mason City, IA 0 190,252 190,252 26,788
Taco Bell -
Fernandina Beach, FL (14) 0 559,570 559,570 162,085
Denny's -
Daytona Beach, FL (14) 0 918,777 918,777 90,799
Wendy's -
Punta Gorda, FL 0 684,342 684,342 (18,369)
Po Folks -
Hagerstown, MD 0 1,188,315 1,188,315 (399,431)
Denny's-
Hazard, KY 0 647,622 647,622 (214,997)
Perkins -
Flagstaff, AZ 0 993,508 993,508 97,685
Denny's -
Hagerstown, MD 0 861,454 861,454 (160,477)
CNL Income Fund IV, Ltd.:
Taco Bell -
York, PA 0 616,501 616,501 95,499
Burger King -
Hastings, MI 0 419,936 419,936 98,714
Wendy's -
Tampa, FL 0 828,350 828,350 221,200
Checkers -
Douglasville, GA 0 363,768 363,768 16,927
Taco Bell -
Fort Myers, FL (14) 0 597,998 597,998 196,692
Denny's -
Union Township, OH (14) 0 872,850 872,850 (198,715)
Perkins -
Leesburg, FL 0 737,260 737,260 (207,972)
Taco Bell -
Naples, FL 0 410,546 410,546 122,581
Wendy's
Detroit, MI (14) 0 614,500 614,500 441,975
CNL Income Fund V, Ltd.:
Perkins -
Myrtle Beach, SC (2) 0 986,418 986,418 53,582
Ponderosa -
St. Cloud, FL (14) (24) 0 996,769 996,769 134,243
Franklin National Bank -
Franklin, TN 0 1,138,164 1,138,164 (177,423)
</TABLE>
C-24
<PAGE>
TABLE V
SALES OR DISPOSALS OF PROPERTIES
<TABLE>
<CAPTION>
Selling Price, Net of
Closing Costs and GAAP Adjustments
---------------------------------------------------------------
Purchase
Mortgage money Adjustments
balance mortgage resulting from
Date Date of Cash received net at time taken back application of
Property Acquired Sale of closing costs of sale by program GAAP Total
============================== ============ =========== ================= ========= =========== ============ ============
<S> <C> <C> <C> <C> <C> <C> <C>
CNL Income Fund V, Ltd.
(Continued):
Shoney's -
Smyrna, TN 03/22/89 05/13/97 636,788 0 0 0 636,788
KFC -
Salem, NH 05/31/89 09/22/97 1,272,137 0 0 0 1,272,137
Perkins -
Port St. Lucie, FL 11/14/89 09/23/97 1,216,750 0 0 0 1,216,750
Hardee's -
Richmond, IN 02/17/89 11/07/97 397,785 0 0 0 397,785
Wendy's -
Tampa, FL (14) 02/16/89 12/29/97 805,175 0 0 0 805,175
Denny's -
Port Orange, FL (14) 07/10/89 01/23/98 1,283,096 0 0 0 1,283,096
Shoney's
Tyler, TX 03/20/89 02/17/98 844,229 0 0 0 894,229
Wendy's -
Ithaca, NY 12/07/89 03/29/99 471,248 0 0 0 471,248
Wendy's -
Endicott, NY 12/07/89 03/29/99 642,511 0 0 0 642,511
Burger King -
Halls, TN (20) 01/05/90 06/03/99 433,366 0 0 0 433,366
Hardee's -
Belding, MI 03/08/89 03/03/00 124,346 0 0 0 124,346
CNL Income Fund VI, Ltd.:
Hardee's -
Batesville, AR 11/02/89 05/24/94 791,211 0 0 0 791,211
Hardee's -
Heber Springs, AR 02/13/90 05/24/94 638,270 0 0 0 638,270
Hardee's -
Little Canada, MN 11/28/89 06/29/95 899,503 0 0 0 899,503
Jack in the Box -
Dallas, TX 06/28/94 12/09/96 982,980 0 0 0 982,980
Denny's -
Show Low, AZ (8) 05/22/87 01/31/97 349,200 0 0 0 349,200
KFC -
Whitehall Township, MI 02/26/90 07/09/97 629,888 0 0 0 629,888
Perkins -
Naples, FL 12/26/89 07/09/97 1,487,725 0 0 0 1,487,725
Burger King -
Plattsmouth, NE 01/19/90 07/18/97 699,400 0 0 0 699,400
Shoney's -
Venice, FL 08/03/89 09/17/97 1,206,696 0 0 0 1,206,696
Jack in the Box -
Yuma, AZ (10) 07/14/94 10/31/97 510,653 0 0 0 510,653
Denny's
Deland, FL 03/22/90 01/23/98 1,236,971 0 0 0 1,236,971
Wendy's -
Liverpool, NY 12/08/89 02/09/98 145,221 0 0 0 145,221
<CAPTION>
Cost of Properties
Including Closing and
Soft Costs
-----------------------------------------
Excess
Total (deficiency)
acquisition cost, of property
capital operating cash
Original improvements receipts over
mortgage closing and cash
Property financing soft costs (1) Total expenditures
============================== ============== ============= ============ =============
<S> <C> <C> <C> <C>
CNL Income Fund V, Ltd.
(Continued):
Shoney's -
Smyrna, TN 0 554,200 554,200 82,588
KFC -
Salem, NH 0 1,079,310 1,079,310 192,827
Perkins -
Port St. Lucie, FL 0 1,203,207 1,203,207 13,543
Hardee's -
Richmond, IN 0 695,464 695,464 (297,679)
Wendy's -
Tampa, FL (14) 0 657,800 657,800 147,375
Denny's -
Port Orange, FL (14) 0 1,021,000 1,021,000 262,096
Shoney's
Tyler, TX 0 770,300 770,300 73,929
Wendy's -
Ithaca, NY 0 471,297 471,297 (49)
Wendy's -
Endicott, NY 0 471,255 471,255 171,256
Burger King -
Halls, TN (20) 0 329,231 329,231 104,135
Hardee's -
Belding, MI 0 630,432 630,432 (506,086)
CNL Income Fund VI, Ltd.:
Hardee's -
Batesville, AR 0 605,500 605,500 185,711
Hardee's -
Heber Springs, AR 0 532,893 532,893 105,377
Hardee's -
Little Canada, MN 0 821,692 821,692 77,811
Jack in the Box -
Dallas, TX 0 964,437 964,437 18,543
Denny's -
Show Low, AZ (8) 0 272,354 272,354 76,846
KFC -
Whitehall Township, MI 0 725,604 725,604 (95,716)
Perkins -
Naples, FL 0 1,083,869 1,083,869 403,856
Burger King -
Plattsmouth, NE 0 561,000 561,000 138,400
Shoney's -
Venice, FL 0 1,032,435 1,032,435 174,261
Jack in the Box -
Yuma, AZ (10) 0 448,082 448,082 62,571
Denny's
Deland, FL 0 1,000,000 1,000,000 236,971
Wendy's -
Liverpool, NY 0 341,440 341,440 (196,219)
</TABLE>
C-25
<PAGE>
TABLE V
SALES OR DISPOSALS OF PROPERTIES
<TABLE>
<CAPTION>
Selling Price, Net of
Closing Costs and GAAP Adjustments
---------------------------------------------------------------
Purchase
Mortgage money Adjustments
balance mortgage resulting from
Date Date of Cash received net at time taken back application of
Property Acquired Sale of closing costs of sale by program GAAP Total
============================== ============ =========== ================= ========= =========== ============ ============
<S> <C> <C> <C> <C> <C> <C> <C>
CNL Income Fund VI, Ltd.
(Continued):
Perkin's -
Melbourne, FL 02/03/90 02/12/98 552,910 0 0 0 552,910
Hardee's -
Bellevue, NE 05/03/90 06/05/98 900,000 0 0 0 900,000
Burger King -
Greeneville, TN 01/05/90 06/03/99 1,059,373 0 0 0 1,059,373
Burger King -
Broadway, TN 01/05/90 06/03/99 1,059,200 0 0 0 1,059,200
Burger King -
Sevierville, TN 01/05/90 06/03/99 1,168,298 0 0 0 1,168,298
Burger King -
Walker Springs, TN 01/10/90 06/03/99 1,031,274 0 0 0 1,031,274
CNL Income Fund VII, Ltd.:
Taco Bell -
Kearns, UT 06/14/90 05/19/92 700,000 0 0 0 700,000
Hardee's -
St. Paul, MN 08/09/90 05/24/94 869,036 0 0 0 869,036
Perkins -
Florence, SC (3) 08/28/90 08/25/95 0 0 1,160,000 0 1,160,000
Church's Fried Chicken -
Jacksonville, FL (14)(25) 04/30/90 12/01/95 0 0 240,000 0 240,000
Shoney's -
Colorado Springs, CO 07/03/90 07/24/96 1,044,909 0 0 0 1,044,909
Hardee's -
Hartland, MI 07/10/90 10/23/96 617,035 0 0 0 617,035
Hardee's -
Columbus, IN 09/04/90 05/30/97 223,590 0 0 0 223,590
KFC -
Dunnellon, FL 08/02/90 10/07/97 757,800 0 0 0 757,800
Jack in the Box -
Yuma, AZ (10) 07/14/94 10/31/97 471,372 0 0 0 471,372
Burger King -
Maryville, TN 05/04/90 06/03/99 1,059,954 0 0 0 1,059,954
Burger King -
Halls, TN (20) 01/05/90 06/03/99 451,054 0 0 0 451,054
Shoney's
Pueblo, CO 08/21/90 06/20/00 1,005,000 0 0 0 1,005,000
CNL Income Fund VIII, Ltd.:
Denny's -
Ocoee, FL 03/16/91 07/31/95 1,184,865 0 0 0 1,184,865
Church's Fried Chicken -
Jacksonville, FL (4) (14) 09/28/90 12/01/95 0 0 240,000 0 240,000
Church's Fried Chicken -
Jacksonville, FL (5) (14) 09/28/90 12/01/95 0 0 220,000 0 220,000
Ponderosa -
Orlando, FL (6) (14) 12/17/90 10/24/96 0 0 1,353,775 0 1,353,775
<CAPTION>
Cost of Properties
Including Closing and
Soft Costs
-----------------------------------------
Excess
Total (deficiency)
acquisition cost, of property
capital operating cash
Original improvements receipts over
mortgage closing and cash
Property financing soft costs (1) Total expenditures
============================== ============== ============= ============ =============
<S> <C> <C> <C> <C>
CNL Income Fund VI, Ltd.
(Continued):
Perkin's -
Melbourne, FL 0 692,850 692,850 (139,940)
Hardee's -
Bellevue, NE 0 899,512 899,512 488
Burger King -
Greeneville, TN 0 890,240 890,240 169,133
Burger King -
Broadway, TN 0 890,036 890,036 169,164
Burger King -
Sevierville, TN 0 890,696 890,696 277,602
Burger King -
Walker Springs, TN 0 864,777 864,777 166,497
CNL Income Fund VII, Ltd.:
Taco Bell -
Kearns, UT 0 560,202 560,202 139,798
Hardee's -
St. Paul, MN 0 742,333 742,333 126,703
Perkins -
Florence, SC (3) 0 1,084,905 1,084,905 75,095
Church's Fried Chicken -
Jacksonville, FL (14)(25) 0 233,728 233,728 6,272
Shoney's -
Colorado Springs, CO 0 893,739 893,739 151,170
Hardee's -
Hartland, MI 0 841,642 841,642 (224,607)
Hardee's -
Columbus, IN 0 219,676 219,676 3,914
KFC -
Dunnellon, FL 0 546,333 546,333 211,467
Jack in the Box -
Yuma, AZ (10) 0 413,614 413,614 57,758
Burger King -
Maryville, TN 0 890,668 890,668 169,286
Burger King -
Halls, TN (20) 0 342,669 342,669 108,385
Shoney's
Pueblo, CO 0 961,582 961,582 43,418
CNL Income Fund VIII, Ltd.:
Denny's -
Ocoee, FL 0 949,199 949,199 235,666
Church's Fried Chicken -
Jacksonville, FL (4) (14) 0 238,153 238,153 1,847
Church's Fried Chicken -
Jacksonville, FL (5) (14) 0 215,845 215,845 4,155
Ponderosa -
Orlando, FL (6) (14) 0 1,179,210 1,179,210 174,565
</TABLE>
C-26
<PAGE>
TABLE V
SALES OR DISPOSALS OF PROPERTIES
<TABLE>
<CAPTION>
Selling Price, Net of
Closing Costs and GAAP Adjustments
---------------------------------------------------------------
Purchase
Mortgage money Adjustments
balance mortgage resulting from
Date Date of Cash received net at time taken back application of
Property Acquired Sale of closing costs of sale by program GAAP Total
============================== ============ =========== ================= ========= =========== ============ ============
<S> <C> <C> <C> <C> <C> <C> <C>
CNL Income Fund IX, Ltd.:
Burger King -
Woodmere, OH (15) 05/31/91 12/12/96 918,445 0 0 0 918,445
Burger King -
Alpharetta, GA 09/20/91 06/30/97 1,053,571 0 0 0 1,053,571
Shoney's -
Corpus Christi, TX 10/28/91 02/12/99 1,350,000 0 0 0 1,350,000
Perkins -
Rochester, NY 12/20/91 03/03/99 1,050,000 0 0 0 1,050,000
Perkins -
Williamsville, NY 12/20/91 05/15/00 693,350 0 0 0 693,350
CNL Income Fund X, Ltd.:
Shoney's -
Denver, CO 03/04/92 08/11/95 1,050,186 0 0 0 1,050,186
Jack in the Box -
Freemont, CA 03/26/92 09/23/97 1,366,550 0 0 0 1,366,550
Jack in the Box -
Sacramento, CA 12/19/91 01/20/98 1,234,175 0 0 0 1,234,175
Pizza Hut -
Billings, MT 04/16/92 10/07/98 359,990 0 0 0 359,990
Perkins -
Amherst, NY 02/26/92 03/03/99 1,150,000 0 0 0 1,150,000
Shoney's -
Fort Myers Beach, FL 09/08/95 08/26/99 931,725 0 0 0 931,725
CNL Income Fund XI, Ltd.:
Burger King -
Philadelphia, PA 09/29/92 11/07/96 1,044,750 0 0 0 1,044,750
Burger King -
Columbus, OH (19) 06/29/92 09/30/98 795,264 0 0 0 795,264
Burger King -
Nashua, NH 06/29/92 10/07/98 1,630,296 0 0 0 1,630,296
CNL Income Fund XII, Ltd.:
Golden Corral -
Houston, TX 12/28/92 04/10/96 1,640,000 0 0 0 1,640,000
Long John Silver's -
Monroe, NC 06/30/93 12/31/98 483,550 0 0 0 483,550
Long John Silver's -
Morganton, NC (23) 07/02/93 05/17/99 467,300 0 55,000 0 522,300
Denny's -
Cleveland, TN 12/23/92 03/03/00 797,227 0 0 0 797,227
CNL Income Fund XIII, Ltd.:
Checkers -
Houston, TX 03/31/94 04/24/95 286,411 0 0 0 286,411
Checkers -
Richmond, VA 03/31/94 11/21/96 550,000 0 0 0 550,000
<CAPTION>
Cost of Properties
Including Closing and
Soft Costs
-----------------------------------------
Excess
Total (deficiency)
acquisition cost, of property
capital operating cash
Original improvements receipts over
mortgage closing and cash
Property financing soft costs (1) Total expenditures
============================== ============== ============= ============ =============
<S> <C> <C> <C> <C>
CNL Income Fund IX, Ltd.:
Burger King -
Woodmere, OH (15) 0 918,445 918,445 0
Burger King -
Alpharetta, GA 0 713,866 713,866 339,705
Shoney's -
Corpus Christi, TX 0 1,224,020 1,224,020 125,980
Perkins -
Rochester, NY 0 1,064,815 1,064,815 (14,815)
Perkins -
Williamsville, NY 0 981,482 981,482 (288,132)
CNL Income Fund X, Ltd.:
Shoney's -
Denver, CO 0 987,679 987,679 62,507
Jack in the Box -
Freemont, CA 0 1,102,766 1,102,766 263,784
Jack in the Box -
Sacramento, CA 0 969,423 969,423 264,752
Pizza Hut -
Billings, MT 0 302,000 302,000 57,990
Perkins -
Amherst, NY 0 1,141,444 1,141,444 8,556
Shoney's -
Fort Myers Beach, FL 0 931,725 931,725 0
CNL Income Fund XI, Ltd.:
Burger King -
Philadelphia, PA 0 818,850 818,850 225,900
Burger King -
Columbus, OH (19) 0 795,264 795,264 0
Burger King -
Nashua, NH 0 1,217,015 1,217,015 413,281
CNL Income Fund XII, Ltd.:
Golden Corral -
Houston, TX 0 1,636,643 1,636,643 3,357
Long John Silver's -
Monroe, NC 0 239,788 239,788 243,762
Long John Silver's -
Morganton, NC (23) 0 304,002 304,002 218,298
Denny's -
Cleveland, TN 0 622,863 622,863 174,364
CNL Income Fund XIII, Ltd.:
Checkers -
Houston, TX 0 286,411 286,411 0
Checkers -
Richmond, VA 0 413,288 413,288 136,712
</TABLE>
C-27
<PAGE>
TABLE V
SALES OR DISPOSALS OF PROPERTIES
<TABLE>
<CAPTION>
Selling Price, Net of
Closing Costs and GAAP Adjustments
---------------------------------------------------------------
Purchase
Mortgage money Adjustments
balance mortgage resulting from
Date Date of Cash received net at time taken back application of
Property Acquired Sale of closing costs of sale by program GAAP Total
============================== ============ =========== ================= ========= =========== ============ ============
<S> <C> <C> <C> <C> <C> <C> <C>
CNL Income Fund XIII, Ltd.
(Continued):
Denny's -
Orlando, FL 09/01/93 10/24/97 932,849 0 0 0 932,849
Jack in the Box -
Houston, TX 07/27/93 07/16/99 1,063,318 0 0 0 1,063,318
CNL Income Fund XIV, Ltd.:
Checkers -
Knoxville, TN 03/31/94 03/01/95 339,031 0 0 0 339,031
Checkers -
Dallas, TX 03/31/94 03/01/95 356,981 0 0 0 356,981
TGI Friday's -
Woodridge, NJ (7) 01/01/95 09/27/96 1,753,533 0 0 0 1,753,533
Wendy's -
Woodridge, NJ (7) 11/28/94 09/27/96 747,058 0 0 0 747,058
Hardee's -
Madison, AL 12/14/93 01/08/98 700,950 0 0 0 700,950
Checkers -
Richmond, VA (#548) 03/31/94 01/29/98 512,462 0 0 0 512,462
Checkers -
Riviera Beach, FL 03/31/94 04/14/98 360,000 0 0 0 360,000
Checkers -
Richmond, VA (#486) 03/31/94 07/27/98 397,985 0 0 0 397,985
Long John Silver's -
Stockbridge, GA 03/31/94 05/25/99 696,300 0 0 0 696,300
Long John Silver's -
Shelby, NC 06/22/94 11/12/99 494,178 0 0 0 494,178
Checker's -
Kansas City, MO 03/31/94 12/10/99 268,450 0 0 0 268,450
Checker's -
Houston, TX 03/31/94 12/15/99 385,673 0 0 0 385,673
CNL Income Fund XV, Ltd.:
Checkers -
Knoxville, TN 05/27/94 03/01/95 263,221 0 0 0 263,221
Checkers -
Leavenworth, KS 06/22/94 03/01/95 259,600 0 0 0 259,600
Checkers -
Knoxville, TN 07/08/94 03/01/95 288,885 0 0 0 288,885
TGI Friday's -
Woodridge, NJ (7) 01/01/95 09/27/96 1,753,533 0 0 0 1,753,533
Wendy's -
Woodridge, NJ (7) 11/28/94 09/27/96 747,058 0 0 0 747,058
Long John Silver's -
Gastonia, NC 07/15/94 11/12/99 631,304 0 0 0 631,304
Long John Silver's
Lexington, NC 10/22/94 01/12/00 562,130 0 0 0 562,130
<CAPTION>
Cost of Properties
Including Closing and
Soft Costs
-----------------------------------------
Excess
Total (deficiency)
acquisition cost, of property
capital operating cash
Original improvements receipts over
mortgage closing and cash
Property financing soft costs (1) Total expenditures
============================== ============== ============= ============ =============
<S> <C> <C> <C> <C>
CNL Income Fund XIII, Ltd.
(Continued):
Denny's -
Orlando, FL 0 934,120 934,120 (1,271)
Jack in the Box -
Houston, TX 0 861,321 861,321 201,997
CNL Income Fund XIV, Ltd.:
Checkers -
Knoxville, TN 0 339,031 339,031 0
Checkers -
Dallas, TX 0 356,981 356,981 0
TGI Friday's -
Woodridge, NJ (7) 0 1,510,245 1,510,245 243,288
Wendy's -
Woodridge, NJ (7) 0 672,746 672,746 74,312
Hardee's -
Madison, AL 0 658,977 658,977 41,973
Checkers -
Richmond, VA (#548) 0 382,435 382,435 130,027
Checkers -
Riviera Beach, FL 0 276,409 276,409 83,591
Checkers -
Richmond, VA (#486) 0 352,034 352,034 45,951
Long John Silver's -
Stockbridge, GA 0 738,340 738,340 (42,040)
Long John Silver's -
Shelby, NC 0 608,611 608,611 (114,433)
Checker's -
Kansas City, MO 0 209,329 209,329 59,121
Checker's -
Houston, TX 0 311,823 311,823 73,850
CNL Income Fund XV, Ltd.:
Checkers -
Knoxville, TN 0 263,221 263,221 0
Checkers -
Leavenworth, KS 0 259,600 259,600 0
Checkers -
Knoxville, TN 0 288,885 288,885 0
TGI Friday's -
Woodridge, NJ (7) 0 1,510,245 1,510,245 243,288
Wendy's -
Woodridge, NJ (7) 0 672,746 672,746 74,312
Long John Silver's -
Gastonia, NC 0 776,248 776,248 (144,944)
Long John Silver's
Lexington, NC 0 646,203 646,203 (84,073)
</TABLE>
C-28
<PAGE>
TABLE V
SALES OR DISPOSALS OF PROPERTIES
<TABLE>
<CAPTION>
Selling Price, Net of
Closing Costs and GAAP Adjustments
---------------------------------------------------------------
Purchase
Mortgage money Adjustments
balance mortgage resulting from
Date Date of Cash received net at time taken back application of
Property Acquired Sale of closing costs of sale by program GAAP Total
============================== ============ =========== ================= ========= =========== ============ ============
<S> <C> <C> <C> <C> <C> <C> <C>
CNL Income Fund XVI, Ltd.:
Long John Silver's -
Appleton, WI 06/24/95 04/24/96 775,000 0 0 0 775,000
Checker's -
Oviedo, FL 11/14/94 02/28/97 610,384 0 0 0 610,384
Boston Market -
Madison, TN (16) 05/05/95 05/08/98 774,851 0 0 0 774,851
Boston Market -
Chattanooga, TN (17) 05/05/95 06/16/98 713,386 0 0 0 713,386
Boston Market -
Lawrence, KS 05/08/98 11/23/99 667,311 0 0 0 667,311
CNL Income Fund XVII, Ltd.:
Boston Market -
Troy, OH (18) 07/24/96 06/16/98 857,487 0 0 0 857,487
Golden Corral -
El Cajon, CA (22) 04/29/97 12/02/99 1,675,385 0 0 0 1,675,385
CNL Income Fund XVIII, Ltd.:
Black Eyed Pea -
Atlanta, GA 03/26/97 12/06/99 688,997 0 0 0 688,997
CNL American Properties
Fund, Inc.:
TGI Friday's -
Orange, CT 10/30/95 05/08/97 1,312,799 0 0 0 1,312,799
TGI Friday's -
Hazlet, NJ 07/15/96 05/08/97 1,324,109 0 0 0 1,324,109
TGI Friday's -
Marlboro, NJ 08/01/96 05/08/97 1,372,075 0 0 0 1,372,075
TGI Friday's -
Hamden, CT 08/26/96 05/08/97 1,245,100 0 0 0 1,245,100
Boston Market -
Southlake, TX 07/02/97 07/21/97 1,035,153 0 0 0 1,035,135
Boston Market -
Franklin, TN (26) 08/18/95 04/14/98 950,361 0 0 0 950,361
Boston Market -
Grand Island, NE (27) 09/19/95 04/14/98 837,656 0 0 0 837,656
Burger King -
Indian Head Park, IL 04/03/96 05/05/98 674,320 0 0 0 674,320
Boston Market -
Dubuque, IA (28) 10/04/95 05/08/98 969,159 0 0 0 969,159
Boston Market -
Merced, CA (29) 10/06/96 05/08/98 930,834 0 0 0 930,834
Boston Market -
Arvada, CO (30) 07/21/97 07/28/98 1,152,262 0 0 0 1,152,262
Boston Market -
Ellisville, MO 09/03/96 04/28/99 822,824 0 0 0 822,824
<CAPTION>
Cost of Properties
Including Closing and
Soft Costs
-----------------------------------------
Excess
Total (deficiency)
acquisition cost, of property
capital operating cash
Original improvements receipts over
mortgage closing and cash
Property financing soft costs (1) Total expenditures
============================== ============== ============= ============ =============
<S> <C> <C> <C> <C>
CNL Income Fund XVI, Ltd.:
Long John Silver's -
Appleton, WI 0 613,838 613,838 161,162
Checker's -
Oviedo, FL 0 506,311 506,311 104,073
Boston Market -
Madison, TN (16) 0 774,851 774,851 0
Boston Market -
Chattanooga, TN (17) 0 713,386 713,386 0
Boston Market -
Lawrence, KS 0 774,851 774,851 (107,540)
CNL Income Fund XVII, Ltd.:
Boston Market -
Troy, OH (18) 0 857,487 857,487 0
Golden Corral -
El Cajon, CA (22) 0 1,692,994 1,692,994 (17,609)
CNL Income Fund XVIII, Ltd.:
Black Eyed Pea -
Atlanta, GA 0 617,610 617,610 71,387
CNL American Properties
Fund, Inc.:
TGI Friday's -
Orange, CT 0 1,310,980 1,310,980 1,819
TGI Friday's -
Hazlet, NJ 0 1,294,237 1,294,237 29,872
TGI Friday's -
Marlboro, NJ 0 1,324,288 1,324,288 47,787
TGI Friday's -
Hamden, CT 0 1,203,136 1,203,136 41,964
Boston Market -
Southlake, TX 0 1,035,135 1,035,135 0
Boston Market -
Franklin, TN (26) 0 950,361 950,361 0
Boston Market -
Grand Island, NE (27) 0 837,656 837,656 0
Burger King -
Indian Head Park, IL 0 670,867 670,867 3,453
Boston Market -
Dubuque, IA (28) 0 969,159 969,159 0
Boston Market -
Merced, CA (29) 0 930,834 930,834 0
Boston Market -
Arvada, CO (30) 0 1,152,262 1,152,262 0
Boston Market -
Ellisville, MO 0 1,026,746 1,026,746 (203,922)
</TABLE>
C-29
<PAGE>
TABLE V
SALES OR DISPOSALS OF PROPERTIES
<TABLE>
<CAPTION>
Selling Price, Net of
Closing Costs and GAAP Adjustments
---------------------------------------------------------------
Purchase
Mortgage money Adjustments
balance mortgage resulting from
Date Date of Cash received net at time taken back application of
Property Acquired Sale of closing costs of sale by program GAAP Total
============================== ============ =========== ================= ========= =========== ============ ============
<S> <C> <C> <C> <C> <C> <C> <C>
CNL American Properties
Fund, Inc.
(Continued):
Golden Corral -
Brooklyn, OH 08/23/96 05/18/99 974,560 0 0 0 974,560
Boston Market -
Edgewater, CO 08/19/97 08/11/99 634,122 0 0 0 634,122
Black Eyed Pea -
Houston, TX (31) 10/01/97 08/24/99 648,598 0 0 0 648,598
Big Boy -
Topeka, KS (32) 02/26/99 09/22/99 939,445 0 0 0 939,445
Boston Market -
LaQuinta, CA 12/16/96 10/13/99 833,140 0 0 0 833,140
Sonny's -
Jonesboro, GA 06/02/98 12/22/99 1,098,342 0 0 0 1,098,342
Golden Corral -
Waldorf, MD (32) (33) 04/05/99 01/03/00 2,501,175 0 0 0 2,501,175
Jack in the Box -
Los Angeles, CA 06/30/95 02/18/00 1,516,800 0 0 0 1,516,800
Golden Corral
Dublin, GA 08/07/98 05/01/00 1,323,205 0 0 0 1,323,205
Boston Market -
San Antonio, TX 04/30/97 05/02/00 517,495 0 0 0 517,495
Boston Market -
Corvallis, OR 07/09/96 06/20/00 717,019 0 0 0 717,019
Big Boy -
St. Louis, MO 01/19/99 06/28/00 1,463,050 0 0 0 1,463,050
Ground Round -
Nanuet, NY 12/02/97 06/30/00 964,825 0 0 0 964,825
Big Boy -
Jefferson City, MO 01/19/99 06/30/00 905,250 0 0 0 905,250
Big Boy -
Alton, IL 01/19/99 06/30/00 905,250 0 0 0 905,250
<CAPTION>
Cost of Properties
Including Closing and
Soft Costs
-----------------------------------------
Excess
Total (deficiency)
acquisition cost, of property
capital operating cash
Original improvements receipts over
mortgage closing and cash
Property financing soft costs (1) Total expenditures
============================== ============== ============= ============ =============
<S> <C> <C> <C> <C>
CNL American Properties
Fund, Inc.
(Continued):
Golden Corral -
Brooklyn, OH 0 997,296 997,296 (22,736)
Boston Market -
Edgewater, CO 0 904,691 904,691 (270,569)
Black Eyed Pea -
Houston, TX (31) 0 648,598 648,598 0
Big Boy -
Topeka, KS (32) 0 1,062,633 1,062,633 (123,188)
Boston Market -
LaQuinta, CA 0 987,034 987,034 (153,894)
Sonny's -
Jonesboro, GA 0 1,098,342 1,098,342 0
Golden Corral -
Waldorf, MD (32) (33) 0 2,430,686 2,430,686 70,489
Jack in the Box -
Los Angeles, CA 0 1,119,567 1,119,567 397,233
Golden Corral
Dublin, GA 0 1,272,765 1,272,765 50,440
Boston Market -
San Antonio, TX 0 757,069 757,069 (239,574)
Boston Market -
Corvallis, OR 0 925,427 925,427 (208,408)
Big Boy -
St. Louis, MO 0 1,345,100 1,345,100 117,950
Ground Round -
Nanuet, NY 0 927,273 927,273 37,552
Big Boy -
Jefferson City, MO 0 1,113,383 1,113,383 (208,133)
Big Boy -
Alton, IL 0 1,012,254 1,012,254 (107,004)
</TABLE>
(1) Amounts shown do not include pro rata share of original offering costs or
acquisition fees.
(2) Amount shown is face value and does not represent discounted current value.
The mortgage note bears interest at a rate of 10.25% per annum and provides
for a balloon payment of $991,331 in July 2000.
(3) Amount shown is face value and does not represent discounted current value.
The mortgage note bears interest at a rate of 10.25% per annum and provides
for a balloon payment of $1,105,715 in July 2000.
(4) Amount shown is face value and does not represent discounted current value.
The mortgage note bears interest at a rate of 10.00% per annum and provides
for a balloon payment of $218,252 in December 2005.
(5) Amount shown is face value and does not represent discounted current value.
The mortgage note bears interest at a rate of 10.00% per annum and provides
for a balloon payment of $200,063 in December 2005.
(6) Amount shown is face value and does not represent discounted current value.
The mortgage note bears interest at a rate of 10.75% per annum and provides
for 12 monthly payments of interest only and thereafter, 24 equal monthly
payments of principal and interest until November 1999, when the remaining
144 equal monthly payments of principal and interest will be reduced due to
a lump sum payment received in March 1999 in advance from the borrower.
(7) CNL Income Fund XIV, Ltd. and CNL Income Fund XV, Ltd. each owned a 50
percent interest in Wood-Ridge Real Estate Joint Venture, which owned two
properties. The amounts presented for CNL Income Fund XIV, Ltd. and CNL
Income Fund XV, Ltd. represent each partnership's 50 percent interest in
the properties owned by Wood-Ridge Real Estate Joint Venture.
(8) CNL Income Fund II, Ltd. owns a 64 percent interest and CNL Income Fund VI,
Ltd. owns a 36 percent interest in this joint venture. The amounts
presented for CNL Income Fund II, Ltd. and CNL Income Fund VI, Ltd.
represent each partnership's percent interest in the property owned by Show
Low Joint Venture.
C-30
<PAGE>
(9) CNL Income Fund, Ltd. owned a 50 percent interest in this joint venture.
The amounts presented represent the partnerships percent interest in the
property owned by Seventh Avenue Joint Venture. A third party owns the
remaining 50 percent interest in this joint venture.
(10) CNL Income Fund VI, Ltd. and CNL Income Fund VII, Ltd. own a 52 percent and
48 percent interest, respectively, in the property in Yuma, Arizona. The
amounts presented for CNL Income Fund VI, Ltd. and CNL Income Fund VII,
Ltd. represent each partnership's respective interest in the property.
(11) Cash received net of closing costs includes $198,000 received as a lease
termination fee.
(12) Cash received net of closing costs includes $93,885 received as a lease
termination fee.
(13) Cash received net of closing costs includes $120,115 received as a lease
termination fee.
(14) Closing costs deducted from net sales proceeds do not include deferred,
subordinated real estate disposition fees payable to CNL Fund Advisors,
Inc. or its affiliates.
(15) The Burger King property in Woodmere, Ohio was exchanged on December 12,
1996 for a Burger King property in Carrboro, NC at the option of the tenant
as permitted under the terms of the lease agreement. Due to the exchange,
the Burger King property in Carrboro, NC is being leased under the same
lease as the Burger King property in Woodmere, OH.
(16) The Boston Market property in Madison, TN was exchanged on May 8, 1998 for
a Boston Market property in Lawrence, KS at the option of the tenant as
permitted under the terms of the lease agreement. Due to the exchange, the
Boston Market property in Lawrence, KS is being leased under the same lease
as the Boston Market property in Madison, TN.
(17) The Boston Market property in Chattanooga, TN was exchanged on June 16,
1998 for a Boston Market property in Indianapolis, IN at the option of the
tenant as permitted under the terms of the lease agreement. Due to the
exchange, the Boston Market property in Indianapolis, IN is being leased
under the same lease as the Boston Market property in Chattanooga, TN.
(18) The Boston Market property in Troy, OH was exchanged on June 16, 1998 for a
Boston Market property in Inglewood, CA at the option of the tenant as
permitted under the terms of the lease agreement. Due to the exchange, the
Boston Market property in Inglewood, CA is being leased under the same
lease as the Boston Market property in Troy, OH.
(19) The Burger King property in Columbus, OH was exchanged on September 30,
1998 for a Burger King property in Danbury, CT at the option of the tenant
as permitted under the terms of the lease agreement. Due to the exchange,
the Burger King property in Danbury, CT is being leased under the same
lease as the Burger King property in Columbus, OH.
(20) CNL Income Fund V, Ltd. owns a 49 percent interest and CNL Income Fund VII,
Ltd. owns a 51 percent interest in this joint venture. The amounts
presented for CNL Income Fund V, Ltd. and CNL Income Fund VII, Ltd.
represent each partnership's percent interest in the property owned by
Halls Joint Venture.
(21) Cash received net of closing costs includes $50,000 received as a lease
termination fee.
(22) CNL Income Fund XVII, Ltd. owned an 80 percent interest in this joint
venture. The amounts presented represent the partnership's percent interest
in the property owned by El Cajon Joint Venture. A third party owned the
remaining 20 percent interest in this joint venture.
(23) Amount shown is face value and does not represent discounted current value.
The mortgage note bears interest at a rate of 10.25% per annum and provides
for 60 equal monthly payments of principal and interest.
(24) Amount shown is face value and does not represent discounted current value.
The mortgage note bore an interest rate of 10.75% per annum and provided
for 12 monthly payments of interest only and thereafter, 168 equal monthly
payments of principal and interest. The borrower prepaid the mortgage note
in full in April 1999.
(25) Amount shown is face value and does not represent discounted current value.
The mortgage note bore an interest rate of 10.00% per annum and was paid in
full in July 1999.
(26) The Boston Market property in Franklin, TN was exchanged on April 14, 1998
for a Boston Market property in Glendale, AZ at the option of the tenant as
permitted under the terms of the lease agreement. Due to the exchange, the
Boston Market property in Glendale, AZ is being leased under the same lease
as the Boston Market property in Franklin, TN.
(27) The Boston Market property in Grand Island, NE was exchanged on April 14,
1998 for a Boston Market property in Warwick, RI at the option of the
tenant as permitted under the terms of the lease agreement. Due to the
exchange, the Boston Market property in Warwick, RI is being leased under
the same lease as the Boston Market property in Grand Island, NE.
(28) The Boston Market property in Dubuque, IA was exchanged on May 8, 1998 for
a Boston Market property in Columbus, OH at the option of the tenant as
permitted under the terms of the lease agreement. Due to the exchange, the
Boston Market property in Columbus, OH is being leased under the same lease
as the Boston Market property in Dubuque, IA.
(29) Cash received net of closing costs includes $362,949 in construction costs
incurred but not paid by CNL American Properties Fund, Inc. as of the
closing date, which were deducted from the actual net sales proceeds
received by CNL American Properties Fund, Inc.
(30) Cash received net of closing costs includes $522,827 in construction costs
incurred but not paid by CNL American Properties Fund, Inc. as of the
closing date, which were deducted from the actual net sales proceeds
received by CNL American Properties Fund, Inc.
(31) The Black Eyed Pea property in Houston, TX was exchanged on August 24, 1999
for a Black Eyed Pea property in Dallas, TX at the option of the tenant as
permitted under the terms of the lease agreement. Due to the exchange, the
Black Eyed Pea property in Dallas, TX is being leased under the same lease
as the Black Eyed Pea property in Houston, TX.
(32) This property was being constructed and was sold prior to completion of
construction.
(33) Cash received net of closing costs includes $1,551,800 in construction
costs incurred but not paid by CNL American Properties Fund, Inc. as of the
closing date, which were deducted from the actual net sales proceeds
received by CNL American Properties Fund, Inc.
C-31
<PAGE>
APPENDIX D
SUBSCRIPTION AGREEMENT
<PAGE>
--------------------------------------------------------------------------------
CNL
RETIREMENT
PROPERTIES, INC.
--------------------------------------------------------------------------------
UP TO 15,500,000 SHARES -- $10.00 PER SHARE
MINIMUM PURCHASE -- 250 SHARES ($2,500)
100 SHARES ($1,000) FOR IRAS, KEOGH, AND QUALIFIED PLANS
(MINIMUM PURCHASE MAY BE HIGHER IN CERTAIN STATES)
================================================================================
PLEASE READ CAREFULLY this Subscription Agreement and the Notices (on the back
of the Agreement) before completing this document. TO SUBSCRIBE FOR SHARES,
complete and sign, where appropriate, and deliver the Subscription Agreement,
along with your check, to your Registered Representative. YOUR CHECK SHOULD BE
MADE PAYABLE TO:
SOUTHTRUST BANK, N.A.
ALL ITEMS ON THE SUBSCRIPTION AGREEMENT MUST BE COMPLETED IN ORDER FOR YOUR
SUBSCRIPTION TO BE PROCESSED.
================================================================================
OVERNIGHT PACKAGES: REGULAR MAIL PACKAGES:
Attn: Investor Relations Attn: Investor Relations
CNL Center at City Commons Post Office Box 1033
450 South Orange Avenue Orlando, Florida 32802-1033
Orlando, Florida 32801
For Telephone Inquiries:
CNL SECURITIES CORP.
(407) 650-1000 OR (800) 522-3863
<PAGE>
<TABLE>
<S> <C>
CNL RETIREMENT PROPERTIES, INC.
--------------------------------------------------------------------------------
1._______________ INVESTMENT____________________________________________________
This subscription is in the amount of $______________ for the purchase of
______________ Shares ($10.00 per Share). The minimum initial subscription is
250 Shares ($2,500); 100 Shares ($1,000) for IRA, Keogh and qualified plan
accounts (except in states with higher minimum purchase requirements).
|_| ADDITIONAL PURCHASE |_| REINVESTMENT PLAN - Investor elects to participate
in Plan (SEE PROSPECTUS FOR DETAILS.)
2. ______________ SUBSCRIBER INFORMATION _______________________________________
Name (1st) |_| M |_| F Date of Birth (MM/DD/YY) __________________
------------------------------------------------------------
Name (2nd) |_| M |_| F Date of Birth (MM/DD/YY) __________________
------------------------------------------------------------
Address ___________________________________________________________________________________________________________________________
City _____________________________________________________________ State ______________ Zip Code ___________________________
Custodian Account No. _____________________________________________________________ Daytime Phone # (________) ___________________
|_| U.S. Citizen |_| Resident Alien |_| Foreign Resident Country __________________________
|_| Check if Subscriber is a U.S. citizen residing outside the U.S. Income Tax Filing State __________
ALL SUBSCRIBERS: State of Residence of Subscriber/Plan Beneficiary (required) ____________________________________________________
TAXPAYER IDENTIFICATION NUMBER: For most individual taxpayers, it is their Social Security number. Note: If
the purchase is in more than one name, the number should be that of the first person listed. For IRAs, Keoghs
and qualified plans, enter BOTH the Social Security number and the custodian taxpayer identification number.
TAXPAYER ID# ______________ - _____________________________ SOCIAL SECURITY # __________ - ________ - ____________
3. ________________ INVESTOR MAILING ADDRESS ______________________________________________________________________________________
For the Subscriber of an IRA, Keogh, or qualified plan to receive informational mailings, please complete if
different from address in Section 2.
Name_______________________________________________________________________________________________________________________________
Address____________________________________________________________________________________________________________________________
City _____________________________________________________________ State ______________________________ Zip Code ________________
Daytime Phone # (__________) ___________________________
4. _______________ DIRECT DEPOSIT ADDRESS _________________________________________________________________________________________
Investors requesting direct deposit of distribution checks to another financial institution or mutual fund,
please complete below. In no event will the Company or Affiliates be responsible for any adverse consequences
of direct deposit.
Company __________________________________________________________________________________________________________________________
Address _________________________________________________________________________________________________________________________
City ___________________________________________________ State ____________________________ Zip Code ___________________________
Account No. _________________________________________________________________________ Phone # (_____) ___________________________
5. ______________ FORM OF OWNERSHIP ______________________________________________________________________________________________
(Select only one) |_| JOINT TENANTS WITH RIGHT OF SURVIVORSHIP - all parties must sign (8)
|_| INDIVIDUAL - one signature required (1) |_| A MARRIED PERSON/SEPARATE PROPERTY - one signature required (34)
|_| HUSBAND AND WIFE, AS COMMUNITY PROPERTY - two |_| KEOGH (H.R.10) - trustee signature required (24)
signatures required (15) |_| CUSTODIAN - custodian signature required (33)
|_| TENANTS IN COMMON - two signatures required (9) |_| PARTNERSHIP (3)
|_| TENANTS BY THE ENTIRETY - two signatures |_| NON-PROFIT ORGANIZATION (12)
required (31) |_| PENSION PLAN - trustee signature(s) required (19)
|_| S-CORPORATION (22) |_| PROFIT SHARING PLAN - trustee signature(s) required (27)
|_| C-CORPORATION (5) |_| CUSTODIAN UGMA-STATE of ___________ - custodian signature required (16)
|_| IRA - custodian signature required (23) |_| CUSTODIAN UTMA-STATE of ___________ - custodian signature required (42)
|_| ROTH IRA - custodian signature required (36) |_| ESTATE - Personal Representative signature required (13)
|_| SEP - custodian signature required (38) |_| REVOCABLE GRANTOR TRUST - grantor signature required (25)
|_| TAXABLE TRUST (7) |_| IRREVOCABLE TRUST - trustee signature required (21)
|_| TAX-EXEMPT TRUST (20)
<PAGE>
CNL RETIREMENT PROPERTIES, INC.
6. ______________ SUBSCRIBER SIGNATURES ___________________________________________________________________________________________
If the Subscriber is executing the Subscriber Signature Page, the Subscriber
understands that, BY EXECUTING THIS AGREEMENT A SUBSCRIBER DOES NOT WAIVE ANY
RIGHTS HE MAY HAVE UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE
ACT OF 1934 OR UNDER ANY STATE SECURITIES LAW:
X ____________________________________________________________________ X ___________________________________________________
SIGNATURE OF 1ST SUBSCRIBER DATE SIGNATURE OF 2ND SUBSCRIBER DATE
7. ______________ BROKER/DEALER INFORMATION _______________________________________________________________________________________
Broker/Dealer NASD Firm Name _____________________________________________________________________________________________________
Registered Representative ________________________________________________________________________________________________________
Branch Mail Address ______________________________________________________________________________________________________________
City _________________________________________ State ____________________ Zip Code ________________________________________________
|_| Please check if new address
Phone # ( _______ )____________________________________ Fax # (________) __________________________________________________________
|_| Sold CNL before
Shipping Address ________________________________________ City ____________________ State _________________ Zip Code____________
|_| TELEPHONIC SUBSCRIPTIONS (check here): If the Registered Representative
and Branch Manager are executing the signature page on behalf of the
Subscriber, both must sign below. Registered Representatives and Branch
Managers may not sign on behalf of residents of Florida, Iowa, Maine,
Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska,
New Mexico, North Carolina, Ohio, Oregon, South Dakota, Tennessee or
Washington. [NOTE: Not to be executed until Subscriber(s) has (have)
acknowledged receipt of final prospectus.] Telephonic subscriptions may
not be completed for IRA accounts.
|_| DEFERRED COMMISSION OPTION (check here): The Deferred Commission Option
means an agreement between a stockholder, the participating
Broker/Dealer and the Managing Dealer to have Selling Commissions paid
over a seven year period as described in "The Offering -- Plan of
Distribution." This option will only be available with prior
authorization by the Broker/Dealer.
|_| REGISTERED INVESTMENT ADVISOR (RIA) (check here): This investment is
made through the RIA in its capacity as an RIA and not in its capacity
as a Registered Representative, if applicable. If an owner or principal
or any member of the RIA firm is an NASD licensed Registered
Representative affiliated with a Broker/Dealer, the transaction should
be conducted through that Broker/Dealer, not through the RIA.
PLEASE READ CAREFULLY THE REVERSE SIDE OF THIS SIGNATURE PAGE AND SUBSCRIPTION AGREEMENT BEFORE COMPLETING
X _____________________________________________________________ _________________ ____________________________________
PRINCIPAL, BRANCH MANAGER OR OTHER AUTHORIZED SIGNATURE DATE PRINT OR TYPE NAME OF PERSON SIGNING
X _____________________________________________________________ _________________ ____________________________________
REGISTERED REPRESENTATIVE/INVESTMENT ADVISOR SIGNATURE DATE PRINT OR TYPE NAME OF PERSON SIGNING
------------------------------------------------------------------------------------------------------------------------------------
Make check payable to: SOUTHTRUST BANK, N.A., ESCROW AGENT
------------------------------------------------------------------------------------------------------------------------------------
Please remit check and For overnight delivery, please send to:
subscription document to: FOR OFFICE USE ONLY**
CNL SECURITIES CORP. CNL SECURITIES CORP. Sub. #
Attn: Investor Relations Attn: Investor Relations
Post Office Box 1033 CNL Center at City Commons Admit Date
Orlando, FL 32802-1033 450 South Orange Avenue
(800) 522-3863 Orlando, FL 32801 Amount
(407) 650-1000
(800) 522-3863 Region
RSVP#
Rev. 5/00
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
NOTICE TO ALL INVESTORS:
(a) The purchase of Shares by an IRA, Keogh, or other tax-qualified plan
does not, by itself, create the plan.
(b) The Company, in its sole and absolute discretion, may accept or reject
the Subscriber's subscription which if rejected will be promptly returned to the
Subscriber, without interest. Non-U.S. stockholders (as defined in the
Prospectus) will be admitted as stockholders with the approval of the Advisor.
(c) THE SALE OF SHARES SUBSCRIBED FOR HEREUNDER MAY NOT BE COMPLETED UNTIL
AT LEAST FIVE BUSINESS DAYS AFTER THE DATE THE SUBSCRIBER RECEIVES A FINAL
PROSPECTUS. EXCEPT AS PROVIDED IN THIS NOTICE, THE NOTICE BELOW, AND IN THE
PROSPECTUS, THE SUBSCRIBER WILL NOT BE ENTITLED TO REVOKE OR WITHDRAW HIS
SUBSCRIPTION.
The subscriber is asked to refer to the prospectus concerning the Deferred
Commission Option outlined in "The Offering -- Plan of Distribution." This
option will only be available with prior authorization by the Broker/Dealer.
NOTICE TO NORTH CAROLINA RESIDENTS: By signing this Subscription Agreement,
North Carolina investors acknowledge receipt of the Prospectus and represent
that they meet the suitability standards for North Carolina investors listed in
the Prospectus.
BROKER/DEALER AND FINANCIAL ADVISOR:
By signing this subscription agreement, the signers certify that they recognize
and have complied with their obligations under the NASD's Conduct Rules, and
hereby further certify as follows: (i) a copy of the Prospectus, including the
Subscription Agreement attached thereto as Appendix D, as amended and/or
supplemented to date, has been delivered to the Subscriber; (ii) they have
discussed such investor's prospective purchase of Shares with such investor and
have advised such investor of all pertinent facts with regard to the liquidity,
valuation, and marketability of the Shares; and (iii) they have reasonable
grounds to believe that the purchase of Shares is a suitable investment for such
investor, that such investor meets the suitability standards applicable to such
investor set forth in the Prospectus and related supplements, if any, that such
investor is legally capable of purchasing such Shares and will not be in
violation of any laws for having engaged in such purchase, and that such
investor is in a financial position to enable such investor to realize the
benefits of such an investment and to suffer any loss that may occur with
respect thereto and will maintain documentation on which the determination was
based for a period of not less than six years; (iv) under penalties of perjury,
(a) the information provided in this Subscription Agreement to the best of our
knowledge and belief is true, correct, and complete, including, but not limited
to, the number shown above as the Subscriber's taxpayer identification number;
(b) to the best of our knowledge and belief, the Subscriber is not subject to
backup withholding either because the Subscriber has not been notified that the
Subscriber is subject to backup withholding as a result of failure to report all
interest or dividends or the Internal Revenue Service has notified the
subscriber that the Subscriber is no longer subject to backup withholding under
Section 3406(a)(1)(C) of the Internal Revenue Code of 1986, as amended; and (c)
to the best of our knowledge and belief, the Subscriber is not a nonresident
alien, foreign corporation, foreign trust, or foreign estate for U.S. tax
purposes, and we hereby agree to notify the Company if it comes to the attention
of either of us that the Subscriber becomes such a person within sixty (60) days
of any event giving rise to the Subscriber becoming such a person.
<PAGE>
APPENDIX E
STATEMENT OF ESTIMATED
TAXABLE OPERATING RESULTS
BEFORE DIVIDENDS PAID DEDUCTION
<PAGE>
CNL RETIREMENT PROPERTIES, INC.
(formerly CNL Health Care Properties, Inc.)
STATEMENT OF ESTIMATED TAXABLE OPERATING RESULTS
BEFORE DIVIDENDS PAID DEDUCTION
OF PROPERTIES ACQUIRED FROM INCEPTION
THROUGH AUGUST 3, 2000
For the Year Ended December 31, 1999 (Unaudited)
The following schedule presents unaudited estimated taxable operating
results before dividends paid deduction of the Property acquired by the Company
as of August 3, 2000 The statement presents unaudited estimated taxable
operating results for the Property as if it had been acquired and operational on
January 1, 1999 through December 31, 1999. The schedule should be read in light
of the accompanying footnotes.
These estimates do not purport to present actual or expected operations
of the Company for any period in the future. The estimates were prepared on the
basis described in the accompanying notes which should be read in conjunction
herewith.
Brighton Gardens by Marriott
Orland Park Property
Estimated Taxable Operating
Results Before Dividends
Paid Deduction:
Rental Income (1) $1,350,268
FF&E Reserve Income (2) 32,476
Asset Management Fees (3) (83,093)
Interest Expense (4) (708,750)
General and Administrative
Expenses (5) (110,422)
------------
Estimated Cash Available from
Operations 480,479
Depreciation and Amortization
Expense (6) (7) (453,025)
------------
Estimated Taxable Operating
Results Before Dividends
Paid Deduction $ 27,454
============
See Footnotes
<PAGE>
FOOTNOTES:
(1) Rental income does not include percentage rents which will become due
if specified levels of gross receipts are achieved.
(2) Reserve funds will be used for the replacement and renewal of
furniture, fixtures and equipment related to the Orland Park Property
("FF&E Reserve"). The funds in the FF&E Reserve and all property
purchased with the funds from the FF&E Reserve will be paid, granted
and assigned to the Company. In connection therewith, FF&E Reserve
income will be earned at 1% of gross receipts for lease years one
through four and has been estimated based on projected gross revenues.
(3) The Properties will be managed pursuant to an advisory agreement
between the Company and CNL Retirement Corp. (the "Advisor"), pursuant
to which the Advisor will receive monthly asset management fees in an
amount equal to one-twelfth of .60% of the Company's Real Estate Asset
Value as of the end of the preceding month as defined in such
agreement. See "Management Compensation."
(4) Estimated at 8.75% per annum based on the bank's base rate as of April
20, 2000.
(5) Estimated at 8% of gross rental income, based on the previous
experience of Affiliate of the Advisor with another public REIT.
(6) The estimated federal tax basis of the depreciable portion of the
property and the number of years the assets have been depreciated on
the straight-line method is as follows:
Furniture and
Buildings Fixtures
(39 years) (5-15 years)
----------- -----------
Orland Park Property $11,530,358 $1,025,388
(7) Loan costs of $55,917 (.5% origination fee on the $8.1 million from
borrowings on the Line of Credit, legal fees and closing costs)
amortized under the straight-line method over a period of five years.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 36. Financial Statements and Exhibits.
(a) Financial Statements:
The following financial statements are included in this Prospectus
Supplement dated November 21, 2000.
(1) Pro Forma Consolidated Balance Sheet as of September 30,
2000
(2) Pro Forma Consolidated Statement of Operations for the
nine months ended September 30, 2000
(3) Pro Forma Consolidated Statement of Operations for the
year ended December 31, 1999
(4) Notes to Pro Forma Consolidated Financial Statements for
the nine months ended September 30, 2000 and the year
ended December 31, 1999
(5) Condensed Consolidated Balance Sheets as of September 30,
2000 and December 31, 1999
(6) Condensed Consolidated Statements of Operations for the
quarters and nine months ended September 30, 2000 and 1999
(7) Condensed Consolidated Statements of Stockholders' Equity
for the nine months ended September 30, 2000 and the year
ended December 31, 1999
(8) Condensed Consolidated Statements of Cash Flows for the
nine months ended September 30, 2000 and 1999
(9) Notes to Condensed Consolidated Financial Statements for
the quarters and nine months ended September 30, 2000 and
1999
The following financial statements are included in the Prospectus.
(10) Pro Forma Consolidated Balance Sheet as of June 30, 2000
(11) Pro Forma Consolidated Statement of Operations for the six
months ended June 30, 2000
(12) Pro Forma Consolidated Statement of Operations for the
year ended December 31, 1999
(13) Notes to Pro Forma Consolidated Financial Statements for
the six months ended June 30, 2000 and the year ended
December 31, 1999
(14) Condensed Consolidated Balance Sheets as of June 30, 2000
and December 31, 1999
(15) Condensed Consolidated Statements of Earnings for the
quarters and six months ended June 30, 2000 and 1999
(16) Condensed Consolidated Statements of Stockholders' Equity
for the six months ended June 30, 2000 and the year ended
December 31, 1999
(17) Condensed Consolidated Statements of Cash Flows for the
six months ended June 30, 2000 and 1999
<PAGE>
(18) Notes to Condensed Consolidated Financial Statements for
the quarters and six months ended June 30, 2000 and 1999
(19) Report of Independent Certified Public Accountants for CNL
Health Care Properties, Inc.
(20) Consolidated Balance Sheets as of December 31, 1999 and
1998
(21) Consolidated Statements of Operations for the years ended
December 31, 1999 and 1998 and the period December 22,
1997 (date of inception) through December 31, 1997
(22) Consolidated Statements of Stockholders' Equity for the
years ended December 31, 1999 and 1998 and the period
December 22, 1997 (date of inception) through December 31,
1997
(23) Consolidated Statements of Cash Flows for the years ended
December 31, 1999 and 1998 and the period December 22,
1997 (date of inception) through December 31, 1997
(24) Notes to Consolidated Financial Statements for the years
ended December 31, 1999 and 1998 and the period December
22, 1997 (date of inception) through December 31, 1997
Other Financial Statements:
The following other financial statements are included in the
Prospectus.
Brighton Gardens by Marriott
Orland Park, Illinois
(An Unincorporated Division of Marriott Senior Living Services,
Inc.)
(25) Condensed Statement of Assets and Liabilities as of March
24, 2000
(26) Condensed Statement of Revenues and Operating Expenses for
the period from January 1, 2000 through March 24, 2000
(27) Condensed Statement of Excess of Assets Over Liabilities
for the period from January 1, 2000 through March 24, 2000
(28) Condensed Statement of Cash Flows for the period from
January 1, 2000 through March 24, 2000
(29) Notes to Condensed Financial Statements for the period
from January 1, 2000 through March 24, 2000
(30) Report of Independent Certified Public Accountants
(31) Statement of Assets and Liabilities as of December 31,
1999
(32) Statement of Revenues and Operating Expenses for the
period October 11, 1999 (date of opening) through December
31, 1999
(33) Statement of Excess of Assets Over Liabilities for the
period October 11, 1999 (date of opening) through December
31, 1999
(34) Statement of Cash Flows for the period October 11, 1999
(date of opening) through December 31, 1999
(35) Notes to Financial Statements for the period October 11,
1999 (date of opening) through December 31, 1999
All Schedules have been omitted as the required information is
inapplicable or is presented in the financial statements or related notes.
(b) Exhibits:
*1.1 Form of Managing Dealer Agreement
*1.2 Form of Participating Broker Agreement
3.1 CNL Health Care Properties, Inc. Articles of Incorporation
(Previously filed as Exhibit 3.1 to the Registration
Statement on Form S-11 (File No. 333-47411) filed March 5,
1998, as amended, (the "1998 Form S-11") and incorporated
herein by reference.)
3.2 CNL Health Care Properties, Inc. Amended and Restated
Articles of Incorporation (Previously filed as Exhibit 3.1
to the Form 10-K filed March 5, 1999 and incorporated
herein by reference.)
3.3 CNL Health Care Properties, Inc. Bylaws (Previously filed
as Exhibit 3.2 to the Form 10-K filed March 5, 1999 and
incorporated herein by reference.)
*3.4 Articles of Amendment to the Amended and Restated Articles
of Incorporation of CNL Health Care Properties, Inc. dated
June 27, 2000
*3.5 Articles of Amendment to the Amended and Restated Articles
of Incorporation of CNL Health Care Properties, Inc. dated
August 24, 2000
*3.6 Amendment No. 1 to the Bylaws of CNL Health Care
Properties, Inc.
4.1 CNL Health Care Properties, Inc. Articles of Incorporation
(Previously filed as Exhibit 3.1 and incorporated herein
by reference.)
4.2 CNL Health Care Properties, Inc. Amended and Restated
Articles of Incorporation (Previously filed as Exhibit 3.2
and incorporated herein by reference.)
4.3 CNL Health Care Properties, Inc. Bylaws (Previously filed
as Exhibit 3.3 and incorporated herein by reference.)
4.4 Form of Reinvestment Plan (Included in the Prospectus as
Appendix A and incorporated herein by reference.)
4.5 Articles of Amendment to the Amended and Restated Articles
of Incorporation of CNL Health Care Properties, Inc. dated
June 27, 2000 (Previously filed as Exhibit 3.4 and
incorporated herein by reference.)
4.6 Articles of Amendment to the Amended and Restated Articles
of Incorporation of CNL Health Care Properties, Inc. dated
August 24, 2000 (Previously filed as Exhibit 3.5 and
incorporated herein by reference.)
4.7 Amendment No. 1 to the Bylaws of CNL Health Care
Properties, Inc. (Previously filed as Exhibit 3.6 and
incorporated herein by reference.)
-------------------------
* Previously filed as exhibits to the Registration Statement on Form S-11
(File No. 333-37480) filed May 19, 2000, as amended, and incorporated
herein by reference.
<PAGE>
*5 Opinion of Shaw Pittman as to the legality of the
securities being registered by CNL Retirement Properties,
Inc.
*8 Opinion of Shaw Pittman regarding certain material tax
issues relating to CNL Retirement Properties, Inc.
*10.1 Form of Escrow Agreement between CNL Health Care
Properties, Inc. and SouthTrust Bank, N.A.
10.2 Form of Advisory Agreement (Previously filed as Exhibit
10.1 to the Form 10-K filed March 5, 1999 and incorporated
herein by reference.)
10.3 Form of Joint Venture Agreement (Previously filed as
Exhibit 10.3 to the 1998 Form S-11 and incorporated herein
by reference.)
10.4 Form of Indemnification and Put Agreement (Previously
filed as Exhibit 10.4 to the 1998 Form S-11 and
incorporated herein by reference.)
10.5 Form of Unconditional Guaranty of Payment and Performance
(Previously filed as Exhibit 10.5 to the 1998 Form S-11
and incorporated herein by reference.)
10.6 Form of Purchase Agreement (Previously filed as Exhibit
10.6 to the 1998 Form S-11 and incorporated herein by
reference.)
10.7 Form of Lease Agreement including Rent Addendum,
Construction Addendum and Memorandum of Lease (Previously
filed as Exhibit 10.7 to the 1998 Form S-11 and
incorporated herein by reference.)
10.8 Form of Reinvestment Plan (Included in the Prospectus as
Appendix A and incorporated herein by reference.)
10.9 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 Philip M.
Anderson, Jr. dated February 19, 1999 (Previously filed as
Exhibit 10.2 to the Form 10-Q filed May 3, 2000 and
incorporated herein by reference.)
10.10 Agreement of Limited Partnership of CNL Health Care
Partners, LP (Previously filed as Exhibit 10.10 to the
1998 Form S-11 and incorporated herein by reference.)
*10.11 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
*10.12 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
*10.13 Revolving Line of Credit Agreement with CNL Health Care
Properties, Inc., CNL Health Care Partners, LP and
Colonial Bank, dated April 20, 2000
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants, dated November 17, 2000 (Filed herewith.)
-------------------------
* Previously filed as exhibits to the Registration Statement on Form S-11
(File No. 333-37480) filed May 19, 2000, as amended, and incorporated
herein by reference.
<PAGE>
23.2 Consent of Shaw Pittman (Contained in its opinions filed
herewith as Exhibits 5 and 8 and incorporated herein by
reference.)
23.3 Consent of PricewaterhouseCoopers LLP, Independent
Accountants, dated November 17, 2000 (Filed herewith.)
*24 Power of Attorney
-------------------------
* Previously filed as exhibits to the Registration Statement on Form S-11
(File No. 333-37480) filed May 19, 2000, as amended, and incorporated
herein by reference.
<PAGE>
TABLE VI
ACQUISITION OF PROPERTIES BY PROGRAMS
Table VI presents information concerning the acquisition of real
properties by the public real estate limited partnerships and the unlisted
public REITs sponsored by Affiliates of the Company through June 30, 2000. The
information includes the gross leasable space or number of units and total
square feet of units, dates of purchase, locations, cash down payment and
contract purchase price plus acquisition fee. This information is intended to
assist the prospective investor in evaluating the terms involved in acquisitions
by such prior programs.
<PAGE>
TABLE VI
ACQUISITIONS OF PROPERTIES BY PROGRAMS
<TABLE>
<CAPTION>
<S> <C>
CNL Income CNL Income CNL Income CNL Income
Fund, Fund II, Fund III, Fund IV,
Ltd. Ltd. Ltd. Ltd.
----------------- ---------------- ---------------- ----------------
(Note 2) (Note 3) (Note 4) (Note 5)
Locations AL, AZ, CA, FL, AL, AZ, CO, AL, AZ, CA, AL, DC, FL,
GA, LA, MD, OK, FL, GA, IL, CO, FL, GA, GA, IL, IN,
PA, TX, VA, WA IN, KS, LA, IA, IL, IN, KS, MA, MD,
MI, MN, MO, KS, KY, MD, MI, MS, NC,
NC, NM, OH, MI, MN, MO, OH, PA, TN,
TN, TX, WA, WY NC, NE, OK, TX TX, VA
Type of property Restaurants Restaurants Restaurants Restaurants
Gross leasable space
(sq. ft.) or number 22 units 50 units 40 units 47 units
of units and total
square feet of units 80,314 s/f 190,753 s/f 170,944 s/f 166,494 s/f
Dates of purchase 2/18/86 - 2/11/87 - 2/11/87 - 10/30/87 -
12/31/97 11/18/99 10/25/99 1/19/99
Cash down payment (Note 1) $13,435,137 $27,417,112 $25,000,031 $28,643,526
Contract purchase price
plus $13,361,435 $27,266,696 $24,891,350 $28,541,500
acquisition fee
Other cash expenditures
expensed -- -- -- --
Other cash expenditures
capitalized 73,702 150,416 108,681 102,026
----------------- ---------------- ---------------- ----------------
Total acquisition cost $13,435,137 $27,417,112 $25,000,031 $28,643,526
(Note 1)
================= ================ ================ ================
Note 1: This amount was derived from capital contributions or proceeds
from partners or stockholders, respectively, and net sales proceeds
reinvested in other properties. With respect to CNL American
Properties Fund, Inc., amounts were also advanced under its line of
credit to facilitate the acquisition of these properties.
Note 2: The partnership owns a 50% interest in two separate joint ventures
which each own a restaurant property. In addition, the partnership
owns a 12.17% interest in one restaurant property held as
tenants-in-common with affiliates.
Note 3: The partnership owns a 49%, 50%, 64% and a 48% interest in four
separate joint ventures. Each joint venture owns one restaurant
property. In addition, the partnership owns a 33.87%, a 57.91%, a
47%, a 37.01%, a 39.39% and a 13.38% interest in six restaurant
properties held separately as tenants-in-common with affiliates.
Note 4: The partnership owns a 73.4%, 69.07% and 46.88% interest in three
separate joint ventures. Each joint venture owns one restaurant
property. In addition, the partnership owns a 33%, a 9.84%, a 25.87%,
and a 20% interest in four restaurant properties held separately as
tenants-in-common with affiliates.
Note 5: The partnership owns a 51%, 26.6%, 57%, 96.1%, 68.87% and 35.71%
interest in six separate joint ventures. Each joint venture owns one
restaurant property. In addition, the partnership owns a 53% and a
76% interest in two restaurant properties held as tenants-in-common
with affiliates.
<PAGE>
TABLE VI - ACQUISITIONS OF PROPERTIES BY PROGRAMS (continued)
CNL Income CNL Income CNL Income CNL Income
Fund V, Fund VI, Fund VII, Fund VIII,
Ltd. Ltd. Ltd. Ltd.
----------------- ---------------- ---------------- ----------------
(Note 6) (Note 7) (Note 8) (Note 9)
Locations AZ, FL, GA, IL, AR, AZ, CA, AL, AZ, CO, AZ, FL, IN,
IN, MI, NH, NY, FL, GA, IL, FL, GA, IN, LA, MI, MN,
OH, SC, TN, TX, IN, KS, MA, LA, MI, MN, NC, NY, OH,
UT, WA MI, MN, NC, NC, OH, PA, TN, TX, VA
NE, NM, NY, SC, TN, TX,
OH, OK, PA, UT, WA
TN, TX, VA,
WA, WY
Type of property Restaurants Restaurants Restaurants Restaurants
Gross leasable space
(sq. ft.) or number 36 units 60 units 52 units 43 units
of units and total
square feet of units 149,519 s/f 243,496 s/f 201,401 s/f 183,957 s/f
Dates of purchase 2/6/89 - 5/1/87 - 1/5/90 - 4/30/90 -
12/14/99 1/31/00 6/30/00 11/04/99
Cash down payment (Note 1) $26,459,769 $45,040,871 $32,048,557 $32,433,602
Contract purchase price
plus $26,077,897 $44,520,362 $31,381,875 $31,900,876
acquisition fee
Other cash expenditures
expensed -- -- -- --
Other cash expenditures
capitalized 381,872 520,509 666,682 532,726
----------------- ---------------- ---------------- ----------------
Total acquisition cost $26,459,769 $45,040,871 $32,048,557 $32,433,602
(Note 1)
================= ================ ================ ================
Note 6: The partnership owns a 43%, 66.5%, 53.12% and 12% interest in four
separate joint ventures. Each joint venture owns one restaurant
property. The Partnership also owns a 48.90% interest in a joint
venture that sold its property and as of 06/30/00 had not reinvested
the net sales proceeds because the Partnership intends to distribute
the proceeds to the limited partners. In addition, the partnership
owns a 42.09% and a 27.78% interest in two restaurant properties held
separately as tenants-in-common with affiliates.
Note 7: The partnership owns a 3.9%, 14.46%, 36%, 66.14%, 50%, 64.29% and
80% interest in seven separate joint ventures. Each joint venture
owns one restaurant property. In addition, the partnership owns a
51.67%, a 18%, a 23.04%, a 34.74%, a 46.2%, a 85%, a 77% and a 75%
interest in eight restaurant properties held separately as
tenants-in-common with affiliates.
Note 8: The partnership owns a 83.3%, 4.79%, 18%, 79%, 11% and 17.16%
interest in six separate joint ventures. Five of the joint ventures
each own one restaurant property and the other joint venture owns six
restaurant properties. The Partnership also owns a 51.10% interest in
a joint venture that sold its property and as of 06/30/00 had not
reinvested the net sales proceeds. In addition, the partnership owns
a 71%, a 53% and a 35.64% interest in three restaurant properties
held separately as tenants-in-common with affiliates.
Note 9: The partnership owns a 85.54%, 87.68%, 36.8%, 12.46% and a 34%
interest in five separate joint ventures. Four of the joint ventures
each own one restaurant property and the other joint venture owns six
restaurant properties.
<PAGE>
TABLE VI - ACQUISITIONS OF PROPERTIES BY PROGRAMS (continued)
CNL Income CNL Income CNL Income CNL Income
Fund IX, Fund X, Fund XI, Fund XII,
Ltd. Ltd. Ltd. Ltd.
----------------- ---------------- ---------------- -----------------
(Note 10) (Note 11) (Note 12) (Note 13)
Locations AL, CA, CO, FL, AL, AZ, CA, AL, AZ, CA, AL, AZ, CA, FL,
GA, IL, IN, LA, CO, FL, ID, CO, CT, FL, GA, LA, MO, MS,
MI, MN, MS, NC, IL, LA, MI, KS, LA, MA, NC, NM, OH, SC,
NH, NY, OH, SC, MO, MT, NC, MI, MS, NC, TN, TX, WA
TN, TX NE, NH, NM, NH, NM, OH,
NY, OH, PA, OK, PA, SC,
SC, TN, TX, WA TX, VA, WA
Type of property Restaurants Restaurants Restaurants Restaurants
Gross leasable space
(sq. ft.) or number 46 units 55 units 44 units 52 units
of units and total
square feet of units 205,174 s/f 232,970 s/f 189,043 s/f 215,701 s/f
Dates of purchase 8/31/90 - 11/5/91 - 5/18/92 - 10/16/92 -
11/18/99 11/18/99 10/27/99 4/11/00
Cash down payment (Note 1) $35,281,872 $41,350,155 $38,564,392 $42,818,171
Contract purchase price
plus $34,539,511 $40,647,657 $37,968,947 $42,320,740
acquisition fee
Other cash expenditures
expensed -- -- -- --
Other cash expenditures
capitalized 742,361 702,498 595,445 497,431
----------------- ---------------- ---------------- -----------------
Total acquisition cost $35,281,872 $41,350,155 $38,564,392 $42,818,171
(Note 1)
================= ================ ================ =================
Note 10: The partnership owns a 50%, 45.2% and 27.33% interest in three
separate joint ventures. One of the joint ventures owns one
restaurant property and the other two joint ventures own six
restaurant properties each. In addition, the partnership owns a 67%,
a 25% and a 29% interest in three restaurant properties held as
tenants-in-common with an affiliate.
Note 11: The partnership owns a 50%, 88.26%, 40.95%, 10.51%, 69.06% and
52% interest in six separate joint ventures. Five of the joint
ventures own one restaurant property each and the other joint venture
owns six restaurant properties. In addition, the partnership owns a
13% and a 6.69% interest in two restaurant properties held separately
as tenants-in-common with affiliates.
Note 12: The partnership owns a 62.16%, 77.33%, 85%, 76.6% and 42.8%
interest in five separate joint ventures. Each joint venture owns one
restaurant property. In addition, the partnership owns a 72.58% and a
23% interest in two restaurant properties held as tenants-in-common
with affiliates.
Note 13: The partnership owns a 31.13%, 59.05%, 18.61%, 87.54%, 27.72% and
55% interest in six separate joint ventures. Each joint venture owns
one restaurant property.
<PAGE>
TABLE VI - ACQUISITIONS OF PROPERTIES BY PROGRAMS (continued)
CNL Income CNL Income CNL Income CNL Income
Fund XIII, Fund XIV, Fund XV, Fund XVI,
Ltd. Ltd. Ltd. Ltd.
----------------- ---------------- ----------------- -----------------
(Note 14) (Note 15) (Note 16) (Note 17)
Locations AL, AR, AZ, CA, AL, AZ, CO, AL, CA, FL, GA, AZ, CA, CO, DC,
CO, FL, GA, IN, FL, GA, IL, KS, KY, MN, MO, FL, GA, ID, IN,
KS, LA, MD, NC, KS, LA, MN, MS, NC, NJ, NM, KS, MN, MO, NC,
OH, PA, SC, TN, MO, MS, NC, OH, OK, PA, SC, NM, NV, OH, PA,
TX, VA NJ, NV, OH, TN, TX, VA TN, TX, UT, WI
SC, TN, TX, VA
Type of property Restaurants Restaurants Restaurants Restaurants
Gross leasable space
(sq. ft.) or number 50 units 68 units 57 units 50 units
of units and total
square feet of units 167,286 s/f 210,969 s/f 186,796 s/f 195,916 s/f
Dates of purchase 5/18/93 - 9/27/93 - 4/28/94 - 10/21/94 -
12/31/97 1/31/00 6/30/00 6/30/00
Cash down payment (Note 1) $36,388,084 $45,298,133 $39,403,258 $43,177,900
Contract purchase price
plus $36,019,958 $44,871,752 $39,012,968 $42,788,437
acquisition fee
Other cash expenditures
expensed -- -- -- --
Other cash expenditures
capitalized 368,126 426,381 390,290 389,463
----------------- ---------------- ----------------- -----------------
Total acquisition cost $36,388,084 $45,298,133 $39,403,258 $43,177,900
(Note 1)
================= ================ ================= =================
Note 14: The partnership owns a 50% and a 27.8% interest in two separate
joint ventures. Each joint venture owns one restaurant property. In
addition, the Partnership owns a 66.13%, a 63.09% and a 47.83%
interest in three restaurant properties held separately as
tenants-in-common with affiliates.
Note 15: The partnership owns a 50% interest in three separate joint
ventures and a 72.2%, a 39.94%, a 11% and a 44% interest in four
additional joint ventures. Six of the joint ventures each own one
restaurant property and the other joint venture owns six restaurant
properties.
Note 16: The partnership owns a 50% interest in a joint venture which owns
six restaurant properties and a 23.62% interest in a joint venture
which owns one property. In addition, the partnership owns a 16%, a
15% and a 33% interest in three restaurant properties held as
tenants-in-common with affiliates.
Note 17: The partnership owns a 32.35% and a 19.72% interest in two
separate joint ventures which each own one restaurant. In addition,
the partnership owns a 80.44% and a 40.42% interest in two restaurant
properties held as tenants-in-common with affiliates.
<PAGE>
TABLE VI - ACQUISITIONS OF PROPERTIES BY PROGRAMS (continued)
CNL American CNL Income CNL Income CNL Hospitality
Properties Fund, Fund XVII, Fund XVIII, Properties,
Inc. Ltd. Ltd. Inc.
----------------- ---------------- ----------------- ------------------
(Note 18) (Note 19) (Note 20) (Note 21)
Locations AL, AZ, CA, CO, CA, FL, GA, AZ, CA, FL, GA, AZ, CA, CO, GA,
CT, DE, FL, GA, IL, IN, MI, IL, KY, MD, MN, MA, NV, PA, TX,
IA, ID, IL, IN, NC, NV, OH, NC, NV, NY, OH, WA
KS, KY, LA, MD, SC, TN, TX, WA TN, TX, VA
MI, MN, MO, MS,
NC, NE, NH, NJ,
NM, NV, NY, OH,
OK, OR, PA, RI,
SC, TN, TX, UT,
VA, WA, WI, WV
Type of property Restaurants Restaurants Restaurants Hotels
Gross leasable space
(sq. ft.) or number 703 units 32 units 26 units 15 units
of units and total
square feet of units 3,476,654 s/f 130,169 s/f 136,179 s/f 2,076,487 s/f
Dates of purchase 6/30/95 - 6/9/00 12/20/95 - 12/27/96 - 7/31/98 - 6/16/00
1/31/00 6/30/00
Cash down payment (Note 1) $898,625,282 $27,713,758 $31,314,648 $263,971,870
Contract purchase price
plus $896,032,029 $27,647,294 $31,207,661 $256,811,474
acquisition fee
Other cash expenditures
expensed -- -- -- --
Other cash expenditures
capitalized 2,593,253 66,464 106,987 7,160,396
----------------- ---------------- ----------------- ------------------
Total acquisition cost $898,625,282 $27,713,758 $31,314,648 $263,971,870
(Note 1)
================= ================ ================= ==================
Note 18: In May 1998, CNL American Properties Fund, Inc. formed an operating
partnership, CNL APF Partners, LP, to acquire and hold all
properties subsequent to the formation of CNL APF Partners, LP.
CNL American Properties Fund, Inc. has a 100% ownership interest
in the general and limited partners (which are wholly owned
subsidiaries) of CNL APF Partners, LP. CNL American Properties Fund,
Inc. and CNL APF Partners, LP own an 85.47%, 59.22% and a 74.57%
interest in three separate joint ventures. Each joint venture owns
one restaurant property.
Note 19: The partnership owns a 21%, a 60.06% and a 30.94% interest in
three separate joint ventures. Each joint venture owns one restaurant
property. In addition, the partnership owns a 19.56%, 27.42%, 36.91%
and 24% interest in four restaurant properties held separately as
tenants-in-common with affiliates.
Note 20: The partnership owns a 39.93%, a 57.2% and a 39.5% interest in
three separate joint ventures. Each joint venture owns one restaurant
property.
Note 21: In June 1998, CNL Hospitality Properties, Inc. formed an
operating partnership, CNL Hospitality Partners, LP, to acquire and
hold its interest in properties. CNL Hospitality Properties, Inc. has
a 100% ownership interest in the general and limited partners (which
are wholly owned subsidiaries) of CNL Hospitality Partners, LP. In
February 1999, CNL Hospitality Properties, Inc. formed a jointly
owned real estate investment trust, CNL Hotel Investors, Inc., with
Five Arrows Realty Securities II L.L.C. which acquired seven hotel
properties. CNL Hospitality Properties, Inc. has a 49% ownership
interest in CNL Hotel Investors, Inc. In November 1999, CNL
Hospitality Properties, Inc. acquired an 89% interest in CNL
Philadelphia Annex, LLC (formerly Courtyard Annex, L.L.C.) to own and
lease one hotel property.
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-11 and has duly caused this
Post-Effective Amendment No. One to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Orlando, State of Florida, on November 17, 2000.
CNL RETIREMENT PROPERTIES, INC.
(Registrant)
By: /s/ James M. Seneff, Jr.
-----------------------------------
James M. Seneff, Jr.
Chairman of the Board and Chief
Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. One to the Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C>
Signatures Title Date
/s/ James M. Seneff, Jr. Chairman of the Board and November 17, 2000
--------------------------------------- Chief Executive Officer
James M. Seneff, Jr. (Principal Executive Officer)
/s/ Robert A. Bourne Director and President November 17, 2000
--------------------------------------- (Principal Financial and
Robert A. Bourne Accounting Officer)
/s/ David W. Dunbar Independent Director November 17, 2000
---------------------------------------
David W. Dunbar
/s/ Edward A. Moses Independent Director November 17, 2000
---------------------------------------
Edward A. Moses
/s/ Timothy S. Smick Independent Director November 17, 2000
---------------------------------------
Timothy S. Smick
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibits Page
*1.1 Form of Managing Dealer Agreement
*1.2 Form of Participating Broker Agreement
3.1 CNL Health Care Properties, Inc. Articles of Incorporation
(Previously filed as Exhibit 3.1 to the Registration Statement on
Form S-11 (File No. 333-47411) filed March 5, 1998, as amended,
(the "1998 Form S-11") and incorporated herein by reference.)
3.2 CNL Health Care Properties, Inc. Amended and Restated Articles of
Incorporation (Previously filed as Exhibit 3.1 to the Form 10-K
filed March 5, 1999 and incorporated herein by reference.)
3.3 CNL Health Care Properties, Inc. Bylaws (Previously filed as
Exhibit 3.2 to the Form 10-K filed March 5, 1999 and incorporated
herein by reference.)
*3.4 Articles of Amendment to the Amended and Restated Articles of
Incorporation of CNL Health Care Properties, Inc. dated June 27,
2000
*3.5 Articles of Amendment to the Amended and Restated Articles of
Incorporation of CNL Health Care Properties, Inc. dated August 24,
2000
*3.6 Amendment No. 1 to the Bylaws of CNL Health Care Properties, Inc.
4.1 CNL Health Care Properties, Inc. Articles of Incorporation
(Previously filed as Exhibit 3.1 and incorporated herein by
reference.)
4.2 CNL Health Care Properties, Inc. Amended and Restated Articles of
Incorporation (Previously filed as Exhibit 3.2 and incorporated
herein by reference.)
4.3 CNL Health Care Properties, Inc. Bylaws (Previously filed as
Exhibit 3.3 and incorporated herein by reference.)
4.4 Form of Reinvestment Plan (Included in the Prospectus as Appendix
A and incorporated herein by reference.)
4.5 Articles of Amendment to the Amended and Restated Articles of
Incorporation of CNL Health Care Properties, Inc. dated June 27,
2000 (Previously filed as Exhibit 3.4 and incorporated herein by
reference.)
4.6 Articles of Amendment to the Amended and Restated Articles of
Incorporation of CNL Health Care Properties, Inc. dated August 24,
2000 (Previously filed as Exhibit 3.5 and incorporated herein by
reference.)
4.7 Amendment No. 1 to the Bylaws of CNL Health Care Properties, Inc.
(Previously filed as Exhibit 3.6 and incorporated herein by
reference.)
-------------------------
* Previously filed as exhibits to the Registration Statement on Form S-11
(File No. 333-37480) filed May 19, 2000, as amended, and incorporated
herein by reference.
<PAGE>
*5 Opinion of Shaw Pittman as to the legality of the securities being
registered by CNL Retirement Properties, Inc.
*8 Opinion of Shaw Pittman regarding certain material tax issues
relating to CNL Retirement Properties, Inc.
*10.1 Form of Escrow Agreement between CNL Health Care Properties, Inc.
and SouthTrust Bank, N.A.
10.2 Form of Advisory Agreement (Previously filed as Exhibit 10.1 to
the Form 10-K filed March 5, 1999 and incorporated herein by
reference.)
10.3 Form of Joint Venture Agreement (Previously filed as Exhibit 10.3
to the 1998 Form S-11 and incorporated herein by reference.)
10.4 Form of Indemnification and Put Agreement (Previously filed as
Exhibit 10.4 to the 1998 Form S-11 and incorporated herein by
reference.)
10.5 Form of Unconditional Guaranty of Payment and Performance
(Previously filed as Exhibit 10.5 to the 1998 Form S-11 and
incorporated herein by reference.)
10.6 Form of Purchase Agreement (Previously filed as Exhibit 10.6 to
the 1998 Form S-11 and incorporated herein by reference.)
10.7 Form of Lease Agreement including Rent Addendum, Construction
Addendum and Memorandum of Lease (Previously filed as Exhibit 10.7
to the 1998 Form S-11 and incorporated herein by reference.)
10.8 Form of Reinvestment Plan (Included in the Prospectus as Appendix
A and incorporated herein by reference.)
10.9 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 Philip M.
Anderson, Jr. dated February 19, 1999. (Previously filed as
Exhibit 10.2 to the Form 10-Q filed May 3, 2000 and incorporated
herein by reference.)
10.10 Agreement of Limited Partnership of CNL Health Care Partners, LP
(Previously filed as Exhibit 10.10 to the 1998 Form S-11 and
incorporated herein by reference.)
*10.11 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
*10.12 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
*10.13 Revolving Line of Credit Agreement with CNL Health Care
Properties, Inc., CNL Health Care Partners, LP and Colonial Bank,
dated April 20, 2000
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants,
dated November 17, 2000 (Filed herewith.)
-------------------------
* Previously filed as exhibits to the Registration Statement on Form S-11
(File No. 333-37480) filed May 19, 2000, as amended, and incorporated
herein by reference.
<PAGE>
23.2 Consent of Shaw Pittman (Contained in its opinions filed herewith
as Exhibits 5 and 8 and incorporated herein by reference.)
23.3 Consent of PricewaterhouseCoopers LLP, Independent Accountants,
dated November 17, 2000 (Filed herewith.)
*24 Power of Attorney
-------------------------
* Previously filed as exhibits to the Registration Statement on Form S-11
(File No. 333-37480) filed May 19, 2000, as amended, and incorporated
herein by reference.
