SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
(Mark One)
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31, 1999, or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from ____________________ to
_______________.
Commission file number: 0-14752.
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CAPITAL SENIOR LIVING COMMUNITIES, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 35-1665759
- --------------------------------- ---------------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
14160 Dallas Parkway, Suite 300, Dallas, Texas 75240
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(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code: 972/770-5600
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act:
Beneficial Unit Certificates
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(Title of Class)
Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained herein, and none will be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10- KSB. [ ]
The registrant's revenues for its most recent fiscal year were: $73,452
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As of December 31, 1999, there were 1,117,692 Beneficial Unit Certificates of
limited Partnership interest of the Partnership (BUCs) outstanding, of which
580,161 were held by affiliates of the registrant. The BUCs are not quoted on
the NASDAQ System.
Documents incorporated by reference: None
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Transitional small business disclosure format (check one): Yes [ ] No [X]
Page 1 of 28
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
General
Capital Senior Living Communities, L.P. (the Partnership), formerly known as
Retirement Living Tax- Exempt Mortgage Fund Limited Partnership, was formed on
December 17, 1985, under the Delaware Revised Uniform Limited Partnership Act.
In 1986, the Partnership issued to the public a total of 1,264,000 Beneficial
Unit Certificates (BUCs), representing assignments of limited Partnership
interest. This issuance generated funds of $28,758,000, net of issuance costs,
which were used principally to acquire the Mortgage Loans (as defined below) on
April 11, 1986.
The Partnership originally was formed to acquire a portfolio of five federally
tax exempt, participating, non- recourse first mortgage bonds issued by
governmental issuers (the Bonds) to finance the construction and/or ownership of
real estate projects (the Projects). Each Bond was secured by a non-recourse
note from the owner of a Project and a mortgage on such Project (the Mortgage
Loans). The Projects consisted of four retirement living centers and one
multi-family residential apartment complex. Each Project was owned by a
Partnership (the Project Owner). The partners of each Project Owner (Guarantors)
guaranteed the Mortgage Loan on such Project until that Project met a base
interest target and also guaranteed all unpaid base interest on such Mortgage
Loan until the earlier of maturity or acceleration (the Guarantees). The Project
Owners defaulted under the Mortgage Loans, and effective September 11, 1991, the
Project Owners transferred to a 99-percent-owned subsidiary of the Partnership
(Retirement Partnership, Ltd, the Partnership Subsidiary), through a negotiated
settlement (the Negotiated Settlement): (a) the five Projects securing the
Mortgage Loans; (b) an option to acquire an additional 132-unit apartment
project owned by an affiliate of the Project Owners and Guarantors (the Village
Green I Apartments) (this acquisition was effective December 6, 1991); and (c)
an approximate 12 percent interest in Encore Limited Partnership, a limited
Partnership which invests in retirement living communities and is not affiliated
with the Project Owners or Guarantors. The Partnership's interest in Encore
Limited Partnership was subsequently diluted to a 3 percent interest after the
reorganization of the Encore Limited Partnership in December 1995.
In exchange for the transfer of these properties to the Partnership, the
Partnership agreed to (a) forgive approximately $6,000,000 of the principal owed
under the Mortgage Loans; (b) release the Project Owners from any liability
under the remaining balance of the Mortgage Loans; (c) release the Guarantors
from any obligations under their personal guarantees of the Mortgage Loans; (d)
purchase the Village Green I Apartments for $2,633,202, payable $430,000 in cash
and by taking the project subject to a non-recourse first lien mortgage payable
to Banc One Mortgage Corporation in the amount of approximately $2,203,202; and
(e) release the Project Owners and Guarantors from their obligation to reimburse
the Partnership for $203,500 in costs related to the Partnership's efforts to
collect unpaid base interest on the Mortgage Loans in 1989. Additionally, in
order to acquire the Projects, the Partnership surrendered the Bonds to the
government issuers for cancellation.
In addition, the Partnership invested in limited partnership interests in
HealthCare Properties, L.P. (HCP) during 1996 and 1997. During 1997, the
Partnership's interest in HCP was approximately 56 percent prior to the sale of
this interest to an affiliate. The Partnership also invested in NHP Retirement
Housing Partners
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I, Limited Partnership (NHP) Pension Notes and acquired a 30.8 percent ownership
of such Pension Notes prior to the sale of those Pension Notes to an affiliate.
The Partnership operated the four retirement-living centers through October 31,
1997 and operated them through management agreements with the General Partner of
the Partnership and an affiliate of the General Partner. The two multi-family
residential apartment complexes were sold on November 1, 1996 to a third- party
purchaser. The four retirement living centers and partnership investments were
sold on November 3, 1997 to an affiliate of the General Partner.
At December 31, 1999, the Partnership had no operations. Since the sale of
Partnership properties in 1997, the General Partner has wound down the business
affairs of the Partnership and substantially distributed its cash holdings,
leaving a small working capital reserve available for obligations that may
result from future contingencies. Effective December 31, 1999, the Partnership
was dissolved and thereafter a certificate of cancellation was filed in the
Office of the Secretary of State of the State of Delaware. See Acquisition and
Divestiture.
General Partner
The Partnership's General Partner is Retirement Living Communities, L.P. (RLC),
an Indiana limited Partnership, whose sole General Partner was Capital Realty
Group Senior Housing, Inc. (Senior Housing). Effective July 1, 1995, Senior
Housing assigned its General Partner interest to Capital Retirement Group, Inc.
(Retirement Group), a Texas corporation and formerly an affiliate of Senior
Housing. The address of the principal executive offices of RLC and its General
Partner is the same as the Partnership: 14160 Dallas Parkway, Suite 300, Dallas,
Texas 75240, and their telephone number at such address is the same as the
Partnership 972/770-5600. The limited partner of the Partnership is Retirement
Living Fiduciary Corporation (RLFC), an Indiana corporation.
Prior to March 23, 1990, the Project Owners were affiliates of RLC and RLFC.
However, on March 23, 1990, the General Partners of RLC sold all of the General
Partner interests in RLC and all of the outstanding shares of RLFC to Senior
Housing, which is not an affiliate of the Project Owners, and the limited
partners of RLC sold all of the limited partner interests in RLC to Capital
Realty Group Properties, Inc. (CRGP), a Texas corporation and an affiliate of
Senior Housing and Retirement Group. Effective January 1, 1991, CRGP transferred
its limited Partnership interest in RLC to two individuals affiliated with
Senior Housing and Retirement Group. See Item 9, Directors, Executive Officers,
Promoters and Control Persons; Compliance with Section 16(a) of the Exchange
Act. Accordingly, Retirement Group has sole management authority and control
over the affairs of RLC. On September 12, 1990, RLC completed a tender offer
solicitation of BUC holders in order to acquire BUCs, resulting in the
acquisition of 561,336 BUCs by RLC, representing approximately 44 percent of the
total BUCs outstanding. As of December 31, 1999 RLC owns 580,161 BUCs,
representing 51.9 percent of the total BUCs outstanding. See Item 11, Security
Ownership of Certain Beneficial Owners and Management, for further disclosure of
affiliated ownership.
Federal Income Tax Status
The Partnership's operations are fully taxable for federal income tax purposes
and the individual BUC holders are required to report their respective shares of
any taxable income of the Partnership. Moreover, as a result
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of federal tax law changes in 1986, BUC holders are not able to use losses from
any other source other than passive activity losses, to offset their share of
the Partnership taxable income.
In the event the Partnership is taxed as a corporation because it is publicly
traded under Section 7704 of the Internal Revenue Code (IRC) of 1986, then the
Partnership would be taxed at corporate rates on all of its taxable income and
distributions to the BUC holders would be treated as fully taxable dividends to
the extent of current and accumulated earnings and profits, while distributions
in excess of current and accumulated earnings and profits would be treated as
the non-taxable return of capital to the extent of each BUC holder's basis in
the BUCs. RLC does not believe the Partnership will be taxed as publicly traded
for fiscal 1999 based on its interpretation of Section 7704 and no provision for
income taxes has been reflected in the accompanying statements of income. No
ruling has been requested from the Internal Revenue Service regarding this
matter and there can be no certainty as to the ultimate outcome of this matter
at this time.
Employees
The Partnership has no employees. During 1999, the Partnership was provided with
certain services by employees or affiliates of RLC and Retirement Group, and the
Partnership reimbursed the affiliates for such services at cost. The Partnership
is not charged and does not pay for salaries or fringe benefits of any
principals of Retirement Group.
Acquisition and Divestiture
On July 8, 1997, the Partnership entered into an asset purchase agreement with
an affiliate of RLC, Capital Senior Living Properties, Inc. (CSLP), a
wholly-owned subsidiary of Capital Senior Living Corporation, pursuant to which
the Partnership agreed to sell substantially all of its assets, other than
working capital, to CSLP conditioned upon, among other things, the funding of
the parent company of CSLP's initial public offering. On November 3, 1997, the
Partnership sold its four retirement projects, its interest in Encore Limited
Partnership, its interest in HCP and its interest in the NHP Pension Notes and
limited partnership interests of NHP to CSLP for $76,617,993.
The Partnership's Properties
At December 31, 1999, the Partnership owned no properties.
ITEM 2. DESCRIPTION OF PROPERTY
At December 31, 1999, the Partnership does not own or lease any significant
physical properties. The Partnership operates out of, and uses the premises of,
Retirement Group at no direct cost to the Partnership.
ITEM 3. LEGAL PROCEEDINGS
No material pending legal proceedings are pending to which the Partnership is a
party.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S PARTNERSHIP INTERESTS AND RELATED PARTNERSHIP
MATTERS
Until July 18, 1989, the BUCs were quoted on the NASDAQ System under the symbol
RLIVZ. The BUCs are not presently listed or traded on any exchange or quoted on
the NASDAQ System. Bid and asked prices were reported in the pink sheets during
the second and third quarters of 1989. However, no bid or asked prices have been
reported since the third quarter of 1989. Presently, there is not an established
trading market for the BUCs.
The number of BUC holders of record as of December 31, 1999 was 687.
Due to the sale of the Partnership's assets on November 3, 1997, it is the
General Partner's intention to substantially distribute the Partnership's cash
holdings, leaving a small working capital reserve available for obligations that
may result from future contingencies.
At December 31, 1999, the Partnership had no operations. Since the sale of
Partnership properties, the General Partner has wound down the business affairs
of the Partnership and substantially distributed its cash holdings, leaving a
small working capital reserve available for obligations that may result from
future contingencies. Effective December 31, 1999, the Partnership was
dissolved. See Acquisition and Divestiture.
On March 12, 1998, a distribution of $61,000,000 was made available, of which
$60,430,043 has been disbursed to the current BUC Holders, and a $1,802,800
distribution was disbursed to the General Partner.
During 1999, distributions of $5,492,076 were disbursed to the current BUC
holders and $424,723 were disbursed to the General Partner.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This discussion should be read in conjunction with the consolidated financial
statements of the Partnership included in this Report.
Results of Operations
Rental and other income for fiscal 1999 and 1998 was $73,452 and $(75,053),
respectively, and the increase in revenues from 1998 to 1999 primarily was due
to Medicare settlements. Operating and general and administrative expenses for
fiscal 1999 and 1998 was $92,275 and $(21,752), respectively, and the increase
in expenses from 1998 to 1999 was due to larger workers' compensation
reimbursements and bad debt recoveries in 1998 than in 1999. Interest income
decreased $799,788 from 1998 to 1999, due to less cash
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available for investment resulting from cash distributions made during 1999.
Other income of $90,000 in 1998 was due to a settlement of a legal claim.
Liquidity and Capital Resources
As of December 31, 1999, the Partnership had cash and cash equivalents of
$160,437.
At December 31, 1999, the Partnership had no operations. Since the sale of
Partnership properties, the General Partner has wound down the business affairs
of the Partnership and substantially distributed its cash holdings, leaving a
small working capital reserve available for obligations that may result from
future contingencies. Effective December 31, 1999, the Partnership was dissolved
See Acquisition and Divestiture.
On March 12, 1998, a distribution of $61,000,000 was made available, of which
$60,430,043 has been disbursed to the BUC Holders and a $1,802,800 distribution
was disbursed to the General Partner.
During 1999, distributions of $5,492,076 were disbursed to the BUC holders and
distributions of $424,723 were disbursed to the General Partner.
Cash and cash equivalents decreased in the amount of $5,951,135 from the end of
fiscal year 1998 to the end of fiscal year 1999. Cash uses during fiscal year
1999 were $34,336 from operations and $5,916,799 in distributions.
For 1999, the Partnership's taxable income was $50,423, which is approximately
$0.05 for each outstanding BUC.
In the event the Partnership is taxed as a corporation because it is publicly
traded under IRC Section 7704, then the Partnership would be taxed at corporate
rates on all of its taxable income and distributions to the BUC Holders would be
treated as fully taxable dividends to the extent of current and accumulated
earnings and profits, while distributions in excess of current and accumulated
earnings and profits would be treated as the non-taxable return of capital to
the extent of each BUC Holder's basis in the BUCs. RLC does not believe the
Partnership will be taxed as publicly traded for fiscal 1999 based on its
interpretation of IRC Section 7704 and no provision for income taxes has been
reflected in the accompanying consolidated statements of income. No ruling has
been requested from the Internal Revenue Service regarding this matter and there
can be no certainty as to the ultimate outcome of this matter at this time.
To the extent the Partnership is taxed as a corporation because it is publicly
traded under IRC Section 7704, payments of federal income tax by the Partnership
will reduce the liquidity and net cash flow of the Partnership. On the other
hand, in such event, the BUC Holders would not be required to report any income
of the Partnership in their personal federal income tax returns absent any cash
distributions to them.
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Year 2000 Issue
The Partnership did not experience any adverse computer disruptions due to the
year 2000 rollover and does not expect any disruptions during the remainder of
the year.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Partnership are listed in Item 11 of this report
and are contained at pages 11 through 21 of this Report.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT
The Partnership has no directors or officers. RLC is the sole General Partner of
the Partnership, and accordingly, manages and controls the affairs of the
Partnership. Retirement Group is the sole General Partner of RLC.
Retirement Group is a privately owned corporation initially organized on August
23, 1995. Its principal business activity has been the ownership and management
of real property for its own account and for the account of various limited
Partnerships of which it is the General Partner. Retirement Group is owned by
James A. Stroud (50 percent through a trust) and Jeffrey L. Beck (50 percent).
Until February 1, 1995, the Partnership's properties were managed by Senior
Housing. On February 1, 1995, Senior Housing assigned its contract rights to
manage the Partnership properties to Capital Senior Living, Inc. (CSL), a
subsidiary of Capital Senior Living Corporation (CSLC).
Following are the directors and executive officers of Retirement Group:
Name Position
James A. Stroud Chief Operating Officer, Secretary
Jeffrey L. Beck Chief Executive Officer, Assistant
Secretary and Director
Keith N. Johannessen President and Director
Rob L. Goodpaster Vice President, National Marketing
David R. Brickman Vice President, General Counsel
Robert F. Hollister Property Controller
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James A. Stroud, age 49, serves as a director and Chief Operating Officer of
Capital Senior Living Corporation (the "Company") and its predecessors since
January 1986. He currently serves as Chairman of the Board, Chairman, and
Secretary of the Company. Mr. Stroud also serves on the boards of various
educational and charitable organizations, and in varying capacities with several
trade organizations, including as a member of the Founder's Council and board of
directors of the Assisted Living Federation of America, and as President, and as
a member of the board of directors of the National Association for Senior Living
Industry Executives. Mr. Stroud also serves as an Advisory Group member to the
National Investment Conference. Mr. Stroud was a Found of the Texas Assisted
Living Association and serves as a member of its board of directors. Mr. Stroud
has earned a Masters in Law, is a licensed attorney and also is a Certified
Public Accountant.
Jeffrey L. Beck, age 55, served as a director and Chief Executive Officer of the
Company from January 1986 until March 1999. Mr. Beck also serves on the boards
of various educational, religious and charitable organizations and in varying
capacities with several trade associations. Mr. Beck served as Vice Chairman of
the American Seniors Housing Association from 1992 to 1994, and as Chairman from
1994 to 1996, and remains a member of its Executive Board, and is a council
member of the Urban Land Institute. Mr. Beck is Chairman of the Board of
Directors of United Texas Bank of Dallas and is Chairman and President of Beck
Properties Trophy Club.
Keith N. Johannessen, age 43, has served as President of the Company and its
predecessors since March 1994, and previously served as Executive Vice President
since May 1993. Mr. Johannessen has served as a director since May 1999. From
1992 to 1993, Mr. Johannessen served as Senior Manager in the health care
practice of Ernst & Young. From 1987 to 1992, Mr. Johannessen was Executive Vice
President of Oxford Retirement Services, Inc. Mr. Johannessen has served on the
State of the Industry and Model Assisted Living Regulations committees of the
American Seniors Housing Association. Mr. Johannessen has been active in
operational aspects of senior housing for 21 years.
Rob L. Goodpaster, age 46, has served as Vice President, National Marketing of
the Company and its predecessors since December 1992. From 1990 to 1992, Mr.
Goodpaster was National Director of Marketing for Autumn America, an owner and
operator of senior housing facilities. Mr. Goodpaster is a member of the Board
of Directors of the National Association for Senior Living Industries. Mr.
Goodpaster has been active in the operational, development and marketing aspects
of senior housing for 23 years.
David R. Brickman, age 41, has served as Vice President and General Counsel of
the Company and its predecessors since July 1992. From 1989 to 1992, Mr.
Brickman served as in-house counsel with LifeCo Travel Management Company, a
corporation that provided travel services to U.S. corporations. Mr. Brickman has
earned a Masters of Business Administration and a Masters in Health
Administration. Mr. Brickman has either practiced law or performed in-house
counsel functions for 11 years.
Robert F. Hollister, age 44, a Certified Public Accountant, has served as
Property Controller for the Company and its predecessors since April 1992. From
1985 to 1992, Mr. Hollister was Chief Financial Officer and Controller of
Kavanaugh Securities, Inc., a National Association of Securities Dealers broker
dealer. Mr. Hollister is a Certified Financial Planner. Mr. Hollister is a
member of the American Institute of Certified Public Accountants and the Texas
Society of Certified Public Accountants.
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The executive officers of CSL and Retirement Group are required to spend only
such time on the Partnership's affairs as is deemed necessary in the sole
judgment of CSL and Retirement Group. A significant amount of these officers'
time is spent on matters unrelated to the Partnership.
Based solely upon a review of Forms 3, 4 and 5 furnished to the Partnership
pursuant to Rule 16a-3(e) promulgated under the Securities Exchange Act of 1934
(the Exchange Act), the Partnership is not aware of any failure by any officer
or director of Retirement Group or beneficial owner of more than 10 percent of
the BUCs to timely file with the Securities and Exchange Commission any Form 3,
4 or 5 relating to 1999.
ITEM 10. EXECUTIVE COMPENSATION
RLC does not receive a fee for serving as General Partner of the Partnership.
None of the executive officers or directors of Retirement Group receive a fee
from the Partnership for serving in such capacity. As discussed under Item 12,
Certain Relationships and Related Transactions, Retirement Group and its
affiliates receive fees and expense reimbursements from the Partnership for
other services rendered.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 31, 1999, RLC owned 580,161 BUCs (approximately 51.9 percent of
the total outstanding), Jeffrey L. Beck, former CSLC chairman, owned 10,482 BUCs
individually, Janet Sue Beck owned 70,846 BUCs individually, Capital Trust, a
trust for which James A. Stroud is the beneficiary, owned 16,943 BUCs, James A.
Stroud owned 39,404 BUCs individually and Stroud Children's Trust II owned
24,980 BUCs. Jeffrey L. Beck and James A. Stroud may each be deemed to
beneficially own the BUCs owned by RLC. Jeffrey L. Beck disclaims beneficial
ownership of the BUCs owned by Janet Sue Beck, and Janet Sue Beck disclaims
beneficial ownership of the BUCs owned by Jeffrey L. Beck. No other person is
known by the Partnership to own more than 5 percent of the BUCs.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Prior to February 1, 1995, Senior Housing managed the Projects. Effective
February 1, 1995, CSL managed the retirement living Projects pursuant to
separate asset management agreements between the Partnership and CSL. The
management agreements provide for reimbursement of all expenses of managing the
properties, including salaries of on-site managers and out-of-pocket expenses of
CSL, and provide for payment of a property management fee to CSL equal to 5
percent of the gross revenues of each Project. For the periods ended December
31, 1999 and 1998, the Partnership paid CSL $32,925 and $46,542, respectively,
for reimbursable expenses under the management agreements. In accordance with
the Partnership agreement, RLC does not receive any fees from the Partnership
but it and affiliates may be reimbursed by the Partnership for any actual costs
and expenses incurred in connection with the operations of the Partnership.
Jeffrey L. Beck is an approximate 50 percent partner in RLC and is chairman of
the board of a bank where the Partnership held the majority of its operating
cash accounts.
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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
Financial Statements
The following financial statements of the Partnership are filed as part of this
report on pages 12 through 22 hereof:
- - Report of Ernst & Young LLP, Independent Auditors;
- - Consolidated Statement of Net Assets in Liquidation as of December 31,
1999;
- - Consolidated Balance Sheet as of December 31, 1998;
- - Consolidated Statements of Income for the years ended December 31, 1999 and
1998;
- - Consolidated Statements of Partners' Capital for the years ended December
31, 1999 and 1998;
- - Consolidated Statements of Cash Flows for the years ended December 31, 1999
and 1998; and
- - Notes to Consolidated Financial Statements.
Financial Statement Schedules
All schedules have been omitted as the required information in inapplicable or
the information is presented in the financial statements or related notes.
Exhibits
The list of exhibits is incorporated herein by reference to the exhibit index on
pages 32 through 38 of this report.
Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of fiscal 1999.
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REPORT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS
The Partners and Beneficial Unit Certificate Holders of
Capital Senior Living Communities, L.P.
We have audited the accompanying consolidated statement of net assets in
liquidation of Capital Senior Living Communities, L.P. and subsidiary as of
December 31, 1999, the consolidated balance sheet of Capital Senior Living
Communities, L.P. and subsidiary as of December 31, 1998, and the related
consolidated statements of income, partners' capital, and cash flows for each of
the two years in the period ended December 31, 1999. These financial statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with audited standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
As described in Note 1 to the financial statements, the General Partner of
Capital Senior Living Communities, L.P. and subsidiary approved the dissolution
of the Partnership on December 31, 1999. As a result, the partnership has
changed its basis of accounting as of December 31, 1999, from the going-concern
basis to the liquidation basis.
In our opinion, based on our audits, the consolidated financial statements
referred to above present fairly, in all material respects, the consolidated
financial position of Capital Senior Living Communities, L.P. and subsidiary at
December 31, 1998, their net assets in liquidation at December 31, 1999, and the
consolidated results of their operations and their cash flows for each of the
two years in the period ended December 31, 1999, in conformity with generally
accepted accounting principles in the United States applied on the basis
described in the preceding paragraph.
Ernst & Young LLP
Dallas, Texas
February 2, 2000
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CAPITAL SENIOR LIVING COMMUNITIES, L.P.
STATEMENT OF NET ASSETS IN LIQUIDATION
DECEMBER 31, 1999
(LIQUIDATION BASIS)
ASSETS 1999
----
Cash and cash equivalents $ 160,437
Accounts receivable, net of allowance for doubtful
accounts of $28,994 in 1999 (Note 9) 400
----------
Total assets 160,837
----------
LIABILITIES
Accrued expenses and other liabilities (Note 8) 12,258
----------
Total liabilities 12,258
----------
Commitments and contingencies (Note 7)
Net assets in liquidation $ 148,579
==========
The accompanying notes are an integral part of these
consolidated statements.
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CAPITAL SENIOR LIVING COMMUNITIES, L.P.
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1998
(GOING-CONCERN BASIS)
ASSETS 1998
----
Cash and cash equivalents $ 6,111,572
Cash, restricted (Note 5) 20,958
Accounts receivable, net of allowance
for doubtful accounts of $52,462 in 1998 (Note 9) 46,666
Prepaid expenses and other 1,441
------------
Total assets $ 6,180,637
============
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Accrued expenses and other liabilities (Note 8) $ 189,150
------------
Total liabilities 189,150
------------
Commitments and contingencies (Note 7)
PARTNERS' CAPITAL (Note 6)
General Partner 165,446
Limited Partner 1
Beneficial unit certificates, 1,264,000 issued and
1,117,692 outstanding in 1998 8,049,146
Repurchased beneficial unit certificates (2,223,106)
------------
Total partners' capital 5,991,487
------------
Total liabilities and partners' capital $ 6,180,637
============
The accompanying notes are an integral part of these consolidated statements.
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<TABLE>
<CAPTION>
CAPITAL SENIOR LIVING COMMUNITIES, L.P.
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1999 AND 1998
1999 1998
---- ----
<S> <C> <C>
RENTAL AND OTHER INCOME
Nursing (Note 3) $ 73,452 $ (75,933)
Other - 800
---------- ----------
Total Rental and Other Income 73,452 (75,053)
---------- ----------
EXPENSES (Note 8)
Operating Expenses:
Salaries, wages, and benefits - (113,792)
Property taxes 17,637 754
Cost of meals provided - (1,003)
Repairs and maintenance - 3,033
Insurance 14,115 5,177
Bad debt recoveries (24,802) (93,140)
Other - (264)
---------- ----------
Total Operating Expenses 6,950 (199,235)
---------- ----------
General and Administrative Expenses:
Salaries, wages and benefits 22,821 40,605
Professional fees 35,729 111,857
Office supplies, communications, and reproduction 12,961 18,918
Other 13,814 6,103
---------- ----------
Total General and Administrative Expenses 85,325 177,483
---------- ----------
Total Expenses 92,275 (21,752)
---------- ----------
Loss from Operations (18,823) (53,301)
OTHER INCOME
Interest income 92,714 892,502
Other - 90,000
---------- ----------
Total Other Income 92,714 982,502
---------- ----------
NET INCOME $ 73,891 $ 929,201
-========= ==========
NET INCOME ALLOCATION:
General Partner $ 7,389 $ 92,920
Beneficial unit certificate holders 66,502 836,281
---------- ----------
Total $ 73,891 $ 929,201
========== ==========
NET INCOME PER BENEFICIAL UNIT CERTIFICATE $ 0.06 $ 0.75
BENEFICIAL UNIT CERTIFICATES OUTSTANDING 1,117,692 1,117,692
========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
14
<PAGE>
<TABLE>
<CAPTION>
CAPITAL SENIOR LIVING COMMUNITIES, L.P.
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
YEARS ENDED DECEMBER 31, 1999 AND 1998
Repurchased
Beneficial Beneficial
Unit Unit Certificates Limited General
Certificates (Note 11) Partner Partner Total
------------ ----------------- ------- ------- ----------
<S> <C> <C> <C> <C> <C>
BALANCE, December 31, 1997 $ 69,035,516 $ (2,223,106) 1 $ 482,718 $ 67,295,129
Net income 836,281 - - 92,920 929,201
Net income distribution
adjustment (Note 6) (1,392,608) - - 1,392,608 -
Distributions (60,430,043) - - (1,802,800) (62,232,843)
------------- --------------- ------- ------------- --------------
BALANCE, December 31, 1998 8,049,146 (2,223,106) 1 165,446 5,991,487
Net income 66,502 - - 7,389 73,891
Net income distribution
adjustment (Note 6) (424,723) - - 424,723 -
Distributions (5,492,076) - - (424,723) (5,916,799)
-------------- --------------- ------- ------------- --------------
BALANCE, December 31, 1999 $ 2,198,849 $ (2,223,106) $ 1 $ 172,835 $ 148,579
============== =============== ======= ============= ==============
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
15
<PAGE>
<TABLE>
<CAPTION>
CAPITAL SENIOR LIVING COMMUNITIES, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1999 AND 1998
1999 1998
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 73,891 $ 929,201
Adjustments to reconcile net income
to net cash (used in) provided by operating activities:
Recoveries on bad debts (24,802) (93,140)
Changes in operating assets and liabilities:
Cash, restricted 20,958 (998)
Accounts receivable 71,068 646,298
Prepaid expenses and other 1,441 3,448
Accrued expenses and other liabilities (176,892) 41,320
-------------- --------------
NET CASH (USED IN) PROVIDED BY OPERATING
ACTIVITIES (34,336) 1,526,129
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITY
Distributions (5,916,799) (62,232,843)
-------------- --------------
NET CASH USED IN FINANCING ACTIVITY (5,916,799) (62,232,843)
-------------- --------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (5,951,135) (60,706,714)
CASH AND CASH EQUIVALENTS, Beginning of Year 6,111,572 66,818,286
-------------- --------------
CASH AND CASH EQUIVALENTS, End of Year $ 160,437 $ 6,111,572
============== ==============
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
16
<PAGE>
CAPITAL SENIOR LIVING COMMUNITIES, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 1. ORGANIZATION, SALE OF PARTNERSHIP ASSETS AND BASIS OF PRESENTATION
Capital Senior Living Communities, L.P. (the Partnership) was formed on December
17, 1985, under the Delaware Revised Uniform Limited Partnership Act. The
Partnership was formed to acquire a portfolio of federally tax-exempt
non-recourse participating first mortgage loans secured by income-producing real
estate consisting of four retirement living centers and one multifamily
residential apartment project (the Projects). The mortgage loans were acquired
on April 11, 1986.
On April 10, 1986, the Partnership issued 1,264,000 Beneficial Unit Certificates
(BUCs) at $25 per BUC, generating funds of $28,758,000, net of issuance costs,
for the Partnership. These funds were used principally to acquire portfolio of
mortgage loans.
The General Partner of the Partnership is Retirement Living Communities, L.P.,
an Indiana limited Partnership (RLC). The limited partner is Retirement Living
Fiduciary Corporation, an Indiana corporation (RLFC).
During 1997, the Partnership sold its four retirement projects, its interest in
Encore Limited Partnership, its interest in HealthCare Properties, L.P. (HCP)
and its interest in the Pension Notes and limited partnership interests of NHP
Retirement Housing Partners I Limited Partnership (NHP) to Capital Senior Living
Properties, Inc. (CSLP).
Since the sale of Partnership properties, the General Partner has wound down the
business affairs of the Partnership and substantially distributed its cash
holdings, leaving a small working capital reserve available for obligations that
may result from future contingencies (see Note 7).
Effective December 31, 1999, the Partnership was dissolved and thereafter a
certificate of cancellation was filed in the Office of the Secretary of State of
the State of Delaware. As a result, the Partnership has changed its basis of
accounting as of December 31, 1999, from going-concern basis to liquidation
basis. Under this basis of accounting, assets and liabilities are stated at
their net realizable value and estimated costs through the liquidation date are
provided to the extent reasonably determinable.
NOTE 2. OWNERSHIP BY RLC
On September 12, 1990, RLC completed a solicitation of BUC holders in order to
acquire BUC interests, resulting in the acquisition of 561,336 BUCs by RLC,
representing approximately 44 percent of the total BUCs outstanding. As of
December 31, 1999, RLC owns 580,161 BUCs, representing 51.9 percent of the total
BUCs outstanding.
17
<PAGE>
CAPITAL SENIOR LIVING COMMUNITIES, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998 CONTINUED
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the
Partnership and its 99 percent-owned subsidiary, Retirement Partnership, Ltd.
All significant inter-company accounts and transactions have been eliminated in
consolidation. The 1 percent minority interest in Retirement Partnership, Ltd.
is not presented separately due to its immateriality.
Cash Equivalents
The Partnership considers investments with original maturities of three months
or less to be cash equivalents.
Revenue Recognition
The Partnership had two properties (The Centers) that participated in the
Medicare and/or Medicaid programs. The Centers are entitled to reimbursement
under the foregoing programs in amounts determined based on the filing of an
annual cost report prepared in accordance with Federal regulations, which
reports are subject to audit and retroactive adjustments in future periods.
Revenue from the Medicare program is recorded at established rates and adjusted
for differences between such rates and estimated amounts reimbursable from the
program. Any differences between estimated and actual reimbursements are
included in operations in the year of settlement. Prior year adjustments for The
Centers in 1999 and 1998 totaled $62,591 in income and $75,933 in charges,
respectively. Included in accrued expenses and other liabilities at December
31,1999 and 1998 is $4,758 and $187,040, respectively, for amounts due to the
Medicare program. The Partnership has received final notices of program
reimbursement through 1997.
Laws and regulations governing the Medicare and Medicaid programs are complex
and subject to interpretation. The Partnership believes that it is in compliance
with all applicable laws and regulations and is not aware of any pending or
threatened investigations involving allegations of potential wrongdoing. While
no such regulatory inquiries have been made, compliance with such laws and
regulations can be subject to future government review and interpretation as
well as significant regulatory action including fines and penalties.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
18
<PAGE>
CAPITAL SENIOR LIVING COMMUNITIES, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998 CONTINUED
NOTE 4. FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts and fair values of financial instruments (cash and cash
equivalents) at December 31, 1999 and 1998 are comparable.
NOTE 5. RESTRICTED CASH
The Partnership had $0 in certificates of deposit at December 31, 1999 and
$20,958 in certificates of deposit at December 31, 1998, restricted for utility
deposits. The certificates of deposit mature one year from the original purchase
date.
NOTE 6. CASH DISTRIBUTIONS
Net operating income, if distributed as determined by the General Partner at its
sole discretion, is to be distributed 99 percent to the BUC holders and 1
percent to RLC until the BUC holders receive distributions equal to a cumulative
non-compounded annual return of 11 percent on their adjusted capital
contributions. Thereafter, remaining net operating income is distributed 90
percent to the BUC holders and 10 percent to RLC, which is the basis for the net
income allocation in 1999. As a result of the distribution of the gain on sale
proceeds, and the impact of the cumulative annual return, it was determined that
the General Partner allocation of net income was increased by $424,723 and
$1,392,608 in 1999 and 1998, respectively.
The second amended Partnership Agreement allows the General Partner sole
discretion in determining cash distributions. Prior to this amendment, cash
distributions were to be paid within 45 days of each calendar quarter. Due to
the sale of the Partnership's assets on November 3, 1997, the Partnership is
being wound down. Distributions of $5,916,799 and $62,232,843 were made in 1999
and 1998, respectively.
Proceeds from the refinancing, sale, or other dispositions of Partnership
assets, less expenses directly attributable thereto (net residual proceeds),
will be distributed 100 percent to the BUC holders until the BUC holders have
received an amount equal to the sum of their adjusted capital contributions plus
an amount equal to a cumulative non-compounded annual return of 11 percent on
their adjusted capital contributions. All remaining net residual proceeds will
be distributed 100 percent to RLC until such amount equals 1 percent of all net
residual proceeds distributed to the BUC holders. Thereafter, any remaining net
residual proceeds will be distributed 90 percent to the BUC holders and 10
percent to RLC.
19
<PAGE>
CAPITAL SENIOR LIVING COMMUNITIES, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998 CONTINUED
NOTE 7. INCOME TAXES
No provision has been made in the financial statements for federal income taxes
because, under current law, no federal income taxes are paid directly by the
Partnership. The partners are responsible for their respective shares of
Partnership net income or loss. The Partnership reports certain transactions
differently for tax than for financial statement purposes. A reconciliation of
the financial statement net income and the net income for tax purposes follows:
For the Year Ended December 31,
1999 1998
---- ----
Net income per
Statement of income $ 73,891 $ 929,201
Additional bad-debt expense
recognized for tax (23,468) (93,140)
---------- -----------
Taxable income $ 50,423 $ 836,061
========== ===========
The tax basis of the Partner's capital accounts are as follows:
For the Year Ended December 31,
1999 1998
---- ----
General Partner $ (193,498) $ 63,725
BUC Holders (5,715,817) (106,664)
----------- -----------
$(5,909,315) $ (42,939)
=========== ===========
In the event the Partnership is taxed as a corporation because it is publicly
traded under IRC Section 7704, then the Partnership would be taxed at corporate
rates on all of its taxable income and distributions to the BUC holders would be
treated as fully taxable dividends to the extent of current and accumulated
earnings and profits, while distributions in excess of current and accumulated
earnings and profits would be treated as the nontaxable return of capital to the
extent of each BUC holder's basis in the BUCs. Partnership management does not
believe the Partnership will be taxed as publicly traded for fiscal 1999 based
on its interpretation of IRC Section 7704 and no provision for income taxes has
been reflected in the accompanying consolidated statements of income. No ruling
has been requested from the Internal Revenue Service regarding this matter and
there can be no certainty as to the ultimate outcome of this matter at this
time.
20
<PAGE>
CAPITAL SENIOR LIVING COMMUNITIES, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998 CONTINUED
NOTE 8. TRANSACTIONS WITH RELATED PARTIES
In accordance with the Partnership agreement, the General Partner (RLC) does not
receive any fees from the Partnership but may be reimbursed by the Partnership
for any actual costs and expenses incurred in connection with the operations of
the Partnership. Partnership expenses incurred by RLC and affiliates, which were
reimbursed and expensed by the Partnership for the years ended December 31, 1999
and 1998, were $32,925 and $46,542, respectively.
Accounts receivables from affiliates due to the Partnership at December 31, 1999
is $400.
Amounts due RLC and affiliates for overhead reimbursement at December 31, 1999
and 1998 are $7,500 and $1,729, respectively.
In addition, a 50 percent partner in RLC is chairman of the board of a bank
where the Partnership held the majority of its operating cash accounts.
NOTE 9. ALLOWANCE FOR DOUBTFUL ACCOUNTS
The components of the allowance for doubtful accounts are as follows:
December 31,
1999 1998
---- -----
Balance at beginning of year $ 52,462 $ 145,602
Write-offs 1,334 -
Recoveries of bad debts (24,802) (93,140)
-------------- --------------
Balance at end of year $ 28,994 $ 52,462
============== ==============
21
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CAPITAL SENIOR LIVING COMMUNITIES, L.P.
By: RETIREMENT LIVING COMMUNITIES
General Partner
By: CAPITAL RETIREMENT GROUP, INC.
General Partner
By: /s/ James A. Stroud
--------------------------
JAMES A. STROUD, Chief Operating Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, the
following persons have signed this report on behalf of the registrant and in the
capacities and on the dates indicated.
/s/ James A. Stroud Chief Operating Officer March 29, 2000
- ------------------- and Director (Chief financial
James A. Stroud and accounting officer) of
Capital Retirement Group, Inc.
/s/ Jeffrey L. Beck Chief Executive Officer March 29, 2000
- ------------------- and Director of Capital
Jeffrey L. Beck Retirement Group, Inc.
22
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT LIST
Page Nos.
In This
Exhibit Description Filing
<S> <C> <C>
3-A Articles of Incorporation of Retirement Living Fiduciary Corporation, filed
as Exhibit 3-A to Amendment No. 3 to the Partnership's 1933 Act
Registration Statement on Form S-11 under Registration No. 33-3157 filed
with the Commission on March 31, 1986, and incorporated herein by
reference.
3-B By-Laws of Retirement Living Fiduciary Corporation filed as Exhibit 3-B to
Amendment No. 3 to the Partnership's 1933 Act Registration Statement on
Form S-11 under Registration No. 33-3157 filed with the Commission on March
31, 1986, and incorporated herein by reference.
4-A Agreement of Limited Partnership and Certificate of Retirement Living
Tax-Exempt Mortgage Fund Limited Partnership filed as Exhibit 4-A to
Amendment No. 3 to the Partnership's 1933 Act Registration Statement on
Form S-11 under Registration No. 33- 3157 filed with the Commission on
March 31, 1986, and incorporated herein by reference.
4-B Amended and Restated Agreement of Limited Partnership of Retirement Living
Tax- Exempt Mortgage Fund Limited Partnership filed as Exhibit 4-B to the
Partnership's 1986 Form 10-K Annual Report filed with the Commission on
March 31, 1987, and incorporated herein by reference.
4-C Form of Beneficial Unit Certificates, filed as Exhibit 4-C to Amendment No.
3 to the Partnership's 1933 Act Registration Statement on Form S-11 under
Registration No. 33- 3157 filed with the Commission on March 31, 1986, and
incorporated herein by reference.
4-D Amendment Number 1 to amended and restated agreement of Limited Partnership
dated March 6, 1991, filed as Exhibit 4-D to the Partnership's 1990 Form
10-K Annual Report filed with the Commission on April 12, 1991, and
incorporated herein by reference.
4-E Certificates of Limited Partnership and Limited Partnership Agreements of
Retirement Partnership, Ltd. and Valley View Partnership, L.P., filed as
Exhibit 4-E to the Partnership's 1990 Form 10-K Annual Report filed with
the Commission on April 12, 1991, and incorporated herein by reference.
4-F Amended and Restated Certificate of Limited Partnership of the Partnership
dated effective January 11, 1993 filed as Exhibit 4-F to the Partnership's
1992 Form 10-K Annual Report filed with the Commission and incorporated
herein by reference.
23
<PAGE>
4-G Second Amended and Restated Agreement of Limite Partnership of the
Partnership dated as of December 24, 1992 filed as Exhibit 4-G to the
Partnership's 1992 Form 10-K Annual Report filed with the Commission and
incorporated herein by reference.
4-H Certificate of Cancellation filed February 7, 2000 with the Delaware
Secretary of State.
10-A Asset Purchase Agreement between Congregate Housing Partnership of Canton,
in Indiana General Partnership, Congregate Housing Partnership of
Cottonwood, an Indiana General Partnership, Congregate Housing Partnership
of Indianapolis, an Indiana General Partnership, Sanibel Investment Co., an
Indiana General Partnership, Congregate Housing Partnership of
Merrillville, an Indiana General Partnership, and Congregate Housing
Partnership, an Indiana General Partnership, Retirement Living Partnership,
Ltd., a Texas limited Partnership, and Valley View Partnership, a Texas
limited Partnership and Retirement Living Tax-Exempt Mortgage Fund Limited
Partnership, a Delaware limited Partnership filed as Exhibit 2-A to the
Partnership's 1990 Form 10-K Annual Report filed with the Commission on
April 12, 1991, and incorporated herein by reference.
10-B First Amendment of Asset Purchase Agreement (filed as Exhibit 10-A) dated
effective September 11, 1991, filed as Exhibit 2 to the Partnership's
Current Report on Form 8-K dated September 25, 1991, and incorporated
herein by reference.
10-C Real Estate Sales Contract dated effective September 11, 1991, relating to
acquisition of the Village Green I Apartments, filed as Exhibit 3 to the
Partnership's Current Report on Form 8-K dated September 25, 1991, and
incorporated herein by reference.
10-D Banc One Mortgage Corporation letter dated September 11, 1991 regarding
Village Green I Apartments, filed as Exhibit 4 to the Partnership's Current
Report on Form 8-K dated September 25, 1991, and incorporated herein by
reference.
10-E Modification, Consolidation and Extension Mortgage Note between EFB
Development Company and Retirement Partnership, Ltd. and Banc One Mortgage
Corporation, dated December 6, 1991, filed as Exhibit 10-E to the
Partnership's Annual Report on Form 10- K for the fiscal year ended
December 31, 1991, and incorporated herein by reference.
10-F Management Agreement dated effective August 28, 1991 relating to Village
Green I Apartments, filed as Exhibit 5 to the Partnership's Current Report
on Form 8-K dated September 25, 1991, and incorporated herein by reference.
10-G Warranty Deed executed by Retirement Partnership, Ltd. which conveys to the
Partnership the real estate known as Canton Regency Retirement Community,
filed as Exhibit 10-G to the Partnership's Annual Report on Form 10-K for
the fiscal year ended December 31, 1991, and incorporated herein by
reference.
24
<PAGE>
10-H Warranty Deed executed by Retirement Partnership, Ltd. which conveys to the
Partnership the real estate known as Towne Centre Retirement Community,
filed as Exhibit 10-H to the Partnership's Annual Report on Form 10-K for
the fiscal year ended December 31, 1991, and incorporated herein by
reference.
10-I Warranty Deed executed by Retirement Partnership, Ltd. which conveys to the
Partnership the real estate known as The Harrison Retirement Community,
filed as Exhibit 10-I to the Partnership's Annual Report on Form 10-K for
the fiscal year ended December 31, 1991, and incorporated herein by
reference.
10-J Warranty Deed executed by Retirement Partnership, Ltd. which conveys the
Partnership the real estate known as Cottonwood Village Retirement
Community, filed as Exhibit 10-J to the Partnership's Annual Report on Form
10-K for the fiscal year ended December 31, 1991, and incorporated herein
by reference.
10-K Warranty Deed executed by Retirement Partnership, Ltd. which conveys to the
Partnership the real estate known as Village Green Apartments Phase II,
filed as Exhibit 10-K to the Partnership's Annual Report on Form 10-K for
the fiscal year ended December 31, 1991, and incorporated herein by
reference.
10-L Management Agreement Dated September 11, 1991, between Capital Realty Group
Senior Housing, Inc. and Retirement Partnership, Ltd. for the property
management services relating to the Canton Regency Retirement Community,
filed as Exhibit 10-L to the Partnership's Annual Report on Form 10-K for
the fiscal year ended December 31, 1991, and incorporated herein by
reference.
10-M Management Agreement Dated September 11, 1991, between Capital Realty Group
Senior Housing, Inc. and Retirement Partnership, Ltd. for the property
management services relating to the Towne Centre Retirement Community,
filed as Exhibit 10-M to the Partnership's Annual Report on Form 10-K for
the fiscal year ended December 31, 1991, and incorporated herein by
reference.
10-N Management Agreement Dated September 11, 1991, between Capital Realty Group
Senior Housing, Inc. and Retirement Partnership, Ltd. for the property
management services relating to The Harrison Retirement Community, filed as
Exhibit 10-N to the Partnership's Annual Report on Form 10-K for the fiscal
year ended December 31, 1991, and incorporated herein by reference.
10-O Management Agreement Dated September 11, 1991, between Capital Realty Group
Senior Housing, Inc. and Retirement Partnership, Ltd. for the property
management services relating to the Cottonwood Village Retirement
Community, filed as Exhibit 10- O to the Partnership's Annual Report on
Form 10-K for the fiscal year ended December 31, 1991, and incorporated
herein by reference.
25
<PAGE>
10-P Three Management Agreements Dated March 1, 1991 between Capital Realty
Group Management, Inc. and Congregate Housing Partnership of Indianapolis,
Capital Realty Group Management, Inc. and Congregate Housing Partnership of
Cottonwood, Capital Realty Group Management, Inc. and Sanibel Investment
Company, filed as Exhibit 10-K to the Partnership's 1990 Form 10-K Annual
Report filed with the Commission on April 12, 1991, and incorporated herein
by reference.
10-Q Management Agreement Dated September 11, 1991, between Capital Realty Group
Management, Inc. and Retirement Partnership, Ltd. for the property
management services relating to Village Green Apartments Phase II, filed as
Exhibit 10-Q to the Partnership's Annual Report on Form 10-K for the fiscal
year ended December 31, 1991, and incorporated herein by reference.
10-R Management Agreement Dated December 6, 1991, between Capital Realty Group
Management, Inc. and Retirement Partnership, Ltd. for the property
management services relating to Village Green Apartments Phase I, filed as
Exhibit 10-R to the Partnership's Annual Report on Form 10-K for the fiscal
year ended December 31, 1991, and incorporated herein by reference.
10-S Management Agreement Dated September 11, 1991, between Capital Realty Group
Management, Inc. and Retirement Partnership, Ltd. for the property
management services relating to Village Green Apartments Phase II, filed as
Exhibit 10-S to the Partnership's Annual Report on Form 10-K for the fiscal
year ended December 31, 1991, and incorporated herein by reference.
10-T Management Agreement Dated January 1, 1992, between Capital Realty Group
Senior Housing, Inc. and the Partnership for the property management
services relating to the Canton Regency Retirement Community, filed as
Exhibit 10-T to the Partnership's Annual Report on Form 10-K for the fiscal
year ended December 31, 1991, and incorporated herein by reference.
10-U Management Agreement Dated January 1, 1992, between Capital Realty Group
Senior Housing, Inc. and the Partnership for the property management
services relating to the Towne Centre Retirement Community, filed as
Exhibit 10-U to the Partnership's Annual Report on Form 10-K for the fiscal
year ended December 31, 1991, and incorporated herein by reference.
10-V Management Agreement Dated January 1, 1992, between Capital Realty Group
Senior Housing, Inc. and the Partnership for the property management
services relating to The Harrison Retirement Community, filed as Exhibit
10-V to the Partnership's Annual Report on Form 10-K for the fiscal year
ended December 31, 1991, and incorporated herein by reference.
26
<PAGE>
10-W Management Agreement Dated January 1, 1992, between Capital Realty Group
Senior Housing, Inc. and the Partnership for the property management
services relating to the Cottonwood Village Retirement Community, filed as
Exhibit 10-W to the Partnership's Annual Report on Form 10-K for the fiscal
year ended December 31, 1991, and incorporated herein by reference.
10-X Congregate Housing Partnership, Inc. Assignment of its eleven and
two-thirds percent (11.6667 percent) interest in Encore Retirement
Partners, Ltd. - 1985 to Retirement Partnership, Ltd., dated April 1991,
filed as Exhibit 10-X to the Partnership's Annual Report on Form 10-K for
the fiscal year ended December 31, 1991, and incorporated herein by
reference.
Retirement Partnership, Ltd. Assignment of its eleven an two-thirds percent
(11.6667 percent) interest in Encore Retirement Partners, Ltd. - 1985 to
the Partnership, dated January 1, 1992, filed as Exhibit 10-X to the
Partnership's Annual Report on Form 10-K for the fiscal year ended December
31, 1991, and incorporated herein by reference.
10-Y Beck Trophy Club, L.P. Partnership Agreement dated November 28, 1993 filed
as Exhibit 10-Y to the Partnership's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1993, and incorporated herein by reference.
10-Z Beck Trophy Club, L.P. Resale Agreement dated December 3 1993 filed as
Exhibit 10- Z to the Partnership's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1993, and incorporated herein by reference.
10-AAAssignment of Limited Partnership Interest and Second Amendment to Limited
Partnership Agreement of Beck Properties Trophy Club, L.P., filed as
Exhibit 10-AA to the Partnership's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1994, and incorporated herein by reference.
*10-BB Management agreement dated February 1, 1995 between the Partnership and
CSL relating to The Harrison at Eagle Valley.
*10-CC Management Agreement dated February 1, 1995 between the Partnership and
CSL relating to Towne Centre.
*10-DD Management Agreement dated February 1, 1995 between the Partnership and
CSL relating to Cottonwood Village.
*10-EE Management Agreement dated February 1, 1995 between the Partnership and
CSL relating to Canton Regency Retirement Community.
*21 List of Subsidiaries.
*27 Financial Data Schedule required by Item 601 of Regulation S-B.
27
<PAGE>
28-A Orders appointing Capital Realty Group Management, Inc. as receiver for
Congregate Housing Partnership of Merrillville and Congregate Housing
Partnership of Canton, filed as Exhibit 28-A to the Partnership's Annual
Report on Form 10-K for the fiscal year ended December 31, 1991, and
incorporated herein by reference.
99 HealthCare Properties, L.P. financial statements at December 31, 1996.
<FN>
- ----------------------
* All exhibits have been previously filed.
</FN>
</TABLE>
EXHIBIT 4-H
-----------
CERTIFICATE OF CANCELLATION
OF LIMITED PARTNERSHIP OF
CAPITAL SENIOR LIVING COMMUNITIES, L.P.
The Certificate of Limited Partnership of Capital Senior Living
Communities, L.P., filed on December 17, 1985, in the Office of the Secretary of
State of the State of Delaware, is hereby cancelled as of the date hereof, said
Limited Partnership having been properly dissolved on December 31, 1999.
The undersigned is the sole General Partner of such Limited
Partnership.
RETIREMENT LIVING COMMUNITIES, L.P.,
General Partner
By: CAPITAL RETIREMENT GROUP, INC.,
General Partner
Dated: January 11, 2000 By: /s/ James A. Stroud
---------------------------------------
James A. Stroud, Chief Operating Officer
By: /s/ Jeffrey L. Beck
----------------------------------------
Jeffrey L. Beck, Chief Executive Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Financial Data Schedule for Capital Senior Living Communities, L.P.
</LEGEND>
<CIK> 0000789283
<NAME> Capital Senior Living Communities, L.P.
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1.00
<CASH> 160,437
<SECURITIES> 0
<RECEIVABLES> 29,394
<ALLOWANCES> (28,994)
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 160,837
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 148,579
<TOTAL-LIABILITY-AND-EQUITY> 160,837
<SALES> 0
<TOTAL-REVENUES> 166,166
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 92,275
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 73,891
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 73,891
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
