FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities exchange Act of 1934
For the Quarterly Period Ended September 30, 2000
Commission File Number 0-17695
HEALTHCARE PROPERTIES L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 62-1317327
(State of other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
14160 DALLAS PARKWAY, SUITE 300
DALLAS, TX 75240
(Address of principal executive offices)
(Zip Code)
(972) 770-5600
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark 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
------- -------
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
HEALTHCARE PROPERTIES, L.P. AND SUBSIDIARIES
Consolidated Balance Sheets
September 30, 2000 December 31, 1999
(Unaudited)
ASSETS
<S> <C> <C>
Cash and cash equivalents $ 15,127,101 $ 13,723,936
Accounts receivable, less allowance for doubtful
accounts of $368,669 in 2000 and $735,106 in 1999 643,717 1,620,943
Prepaid expenses and other 6,529 305
Property and improvements, net 6,571,065 6,956,615
Assets held for sale, at the lower of carrying value or
fair value less estimated costs to sell 4,695,016 9,549,086
Deferred charges, less accumulated amortization
of $1,012,777 in 2000 and $989,098 in 1999 121,566 204,367
---------------- ----------------
$ 27,164,994 $ 32,055,252
================ ================
LIABILITIES AND PARTNERSHIP EQUITY
Accounts payable and accrued expenses $ 698,615 $ 454,772
Operating facility accounts payable 98,369 137,777
Mortgage loans payable 4,843,699 5,173,281
---------------- ----------------
5,640,683 5,765,830
---------------- ----------------
Partnership equity
Limited partners (4,148,325 units outstanding in 2000
and 1999) 21,472,052 26,189,763
General partner 52,259 99,659
---------------- ----------------
21,524,311 26,289,422
---------------- ----------------
$ 27,164,994 $ 32,055,252
================ ================
</TABLE>
See notes to financial statements
1
<PAGE>
<TABLE>
<CAPTION>
HEALTHCARE PROPERTIES, L.P. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
Three-months ended September 30,
2000 1999
---- ----
Revenues
<S> <C> <C>
Rental $ 1,031,239 $ 992,832
Net patient services 1,393,806 1,334,917
--------------- ---------------
2,425,045 2,327,749
--------------- ---------------
Expenses
Facility operating expenses 1,227,297 1,221,526
Depreciation 133,276 322,561
Administrative and other 203,098 306,238
Bad debts 15,000 76,353
--------------- ---------------
1,578,671 1,926,678
--------------- ---------------
Income from operations 846,374 401,071
--------------- ---------------
Other income (expenses)
(Loss) gain on disposition of operating property (650,683) 772,286
Interest income 179,675 146,335
Interest expense (121,905) (145,146)
Amortization (24,241) (26,283)
--------------- ---------------
(617,154) 747,192
--------------- ---------------
Net income $ 229,220 $ 1,148,263
=============== ===============
NET INCOME ALLOCATION
Limited partner $ 213,538 $ 1,140,744
General partner $ 15,682 $ 7,519
--------------- ---------------
$ 229,220 $ 1,148,263
=============== ===============
NET INCOME PER LIMITED
PARTNERSHIP UNIT $ .05 $ .27
=============== ===============
WEIGHTED AVERAGE
NUMBER OF UNITS 4,148,325 4,148,325
=============== ===============
</TABLE>
See notes to financial statements
2
<PAGE>
<TABLE>
<CAPTION>
HEALTHCARE PROPERTIES, L.P. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
Nine-months ended September 30,
2000 1999
---- ----
Revenues
<S> <C> <C>
Rental $ 3,053,547 $ 3,187,874
Net patient services 4,245,147 3,920,571
--------------- ---------------
7,298,694 7,108,445
--------------- ---------------
Expenses
Facility operating expenses 3,661,786 3,533,756
Depreciation 399,622 967,181
Administrative and other 808,429 1,035,308
Bad debts 45,000 106,353
--------------- ---------------
4,914,837 5,642,598
--------------- ---------------
Income from operations 2,383,857 1,465,847
--------------- ---------------
Other income (expenses)
(Loss) gain on disposition of operating property (347,896) 772,286
Interest income 604,536 410,849
Interest expense (379,808) (443,322)
Amortization (82,800) (78,851)
--------------- ---------------
(205,968) 660,962
--------------- ---------------
Net income $ 2,177,889 $ 2,126,809
=============== ===============
NET INCOME ALLOCATION
Limited partner $ 2,129,289 $ 2,099,719
General partner $ 48,600 $ 27,090
--------------- ---------------
$ 2,177,889 $ 2,126,809
=============== ===============
NET INCOME PER LIMITED
PARTNERSHIP UNIT $ .51 $ .51
=============== ===============
WEIGHTED AVERAGE
NUMBER OF UNITS 4,148,325 4,148,325
=============== ===============
</TABLE>
See notes to financial statements
3
<PAGE>
<TABLE>
<CAPTION>
HEALTHCARE PROPERTIES, L.P. AND SUBSIDIARIES
Consolidated Statements of Partnership Equity
Limited General
Partners Partners Total
<S> <C> <C> <C>
EQUITY at
December 31, 1999 $ 26,189,763 $ 99,659 $ 26,289,422
Distributions - Unaudited (6,847,000) (96,000) (6,943,000)
Net income - Unaudited 2,129,289 48,600 2,177,889
--------------- ------------ ----------------
EQUITY at
September 30, 2000 - Unaudited $ 21,472,052 $ 52,259 $ 21,524,311
=============== ============= ================
</TABLE>
See notes to financial statements
4
<PAGE>
<TABLE>
<CAPTION>
HEALTHCARE PROPERTIES, L.P. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
Nine-months ended September 30,
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 2,177,889 $ 2,126,809
Adjustments to reconcile net income to
net cash provided by operating activities
Bad debts 45,000 106,353
Depreciation and amortization 482,422 1,046,032
(Loss) gain on disposition of operating property 347,896 (772,286)
Changes in assets and liabilities
Accounts receivable 932,226 (413,017)
Prepaid expenses and other (6,224) 20,466
Accounts payable and accrued expenses 204,435 (14,301)
---------------- ----------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 4,183,644 2,100,056
---------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and improvement (14,072) (20,191)
Net proceeds from sale of property 4,506,175 2,739,954
---------------- ----------------
NET CASH PROVIDED BY
INVESTING ACTIVITIES 4,492,103 2,719,763
---------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on mortgage loans payable (329,582) (877,978)
Distributions (6,943,000) (499,975)
---------------- ----------------
NET CASH USED IN
FINANCING ACTIVITIES (7,272,582) (1,377,953)
---------------- ----------------
NET INCREASE IN CASH
AND CASH EQUIVALENTS 1,403,165 3,441,866
CASH AND CASH EQUIVALENTS
Beginning of period 13,723,936 11,971,405
---------------- ----------------
CASH AND CASH EQUIVALENTS
End of period $ 15,127,101 $ 15,413,271
================ ================
CASH PAID FOR INTEREST $ 389,498 $ 443,322
================ ================
</TABLE>
See notes to financial statements
5
<PAGE>
HEALTHCARE PROPERTIES, L.P. AND SUBSIDIARIES
(A Delaware Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000 AND 1999
(Unaudited)
A. ACCOUNTING POLICIES
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary have been included. Operating
results are not necessarily indicative of the results that may be expected for
the year ending December 31, 2000. The unaudited consolidated financial
statements should be read in conjunction with the consolidated financial
statements and the footnotes thereto included in Registrant's annual report on
Form 10-K for the year ended December 31, 1999.
Net income (loss) of the Partnership and taxable income (loss) are generally
allocated 98 percent to the limited partners and 2 percent to the general
partner. The net income of the Partnership from the disposition of a property is
allocated (i) to partners with deficit capital accounts on a pro rata basis,
(ii) to limited partners until they have been paid an amount equal to the amount
of their Adjusted Investment, as defined, (iii) to the limited partners until
they have been allocated income equal to their 12 percent Liquidation
Preference, and (iv) thereafter, 80 percent to the limited partners and 20
percent to the general partner. The net loss of the Partnership from the
disposition of a property is allocated (i) to partners with positive capital
accounts on a pro rata basis and (ii) thereafter, 98 percent to the limited
partners and 2 percent to the general partner. Distributions of available cash
flow are generally distributed 98 percent to the limited partners and 2 percent
to the general partner, until the limited partners have received an annual
preferential distribution, as defined. Thereafter, available cash flow is
distributed 90 percent to the limited partners and 10 percent to the general
partner.
B. TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES OF THE GENERAL
PARTNER
Personnel working at the Cambridge facility and certain home office
personnel who perform services for the Registrant are employees of Capital
Senior Living, Inc. ("CSL"), the managing agent of the Registrant, which was
until June 10, 1998, an affiliate of Capital Realty Group Senior Housing, Inc.
("CRGSH"), the General Partner of the Registrant. The Registrant reimburses CSL
for the salaries, related benefits, and overhead reimbursements of such
personnel as reflected in the accompanying consolidated financial statements.
Reimbursements and fees paid to CRGSH and CSL are as follows:
<TABLE>
<CAPTION>
Nine months ended Nine months ended
September 30, 2000 September 30, 1999
------------------ ------------------
<S> <C> <C>
Salary and benefit reimbursements $ 2,665,605 $ 2,313,582
Administrative reimbursements 116,415 118,192
Asset management fees 79,452 351,000
Property management fees 296,978 271,498
General partner fees 72,901 70,051
-------------- --------------
$ 3,231,351 $ 3,124,323
============== ==============
</TABLE>
Currently, Capital Senior Living Properties, Inc., formerly an
affiliate of CRGSH, holds approximately 57% of the outstanding units of the
Registrant. The Registrant is included in the consolidated financial statements
6
<PAGE>
of Capital Senior Living Properties, Inc. and its parent company, Capital Senior
Living Corporation, a public company that files with the Securities and Exchange
Commission.
On June 10, 1998, the sole owner of the General Partner, Capital Realty
Group Corporation, sold all of its shares of CRGSH common stock to Retirement
Associates, Inc. ("Associates") for $855,000. The source of the funds was a
Promissory Note for $855,000 with a five-year term and bearing an earned
interest rate of 8% per annum. The interest accrues on the Promissory Note and
is payable at the maturity of the Promissory Note. Associates is the maker of
the Note and Capital Realty Group Corporation is the payee. Mr. Robert Lankford
is the President of Associates and has brokered and continues to broker real
estate as an independent contractor with Capital Realty Group Corporation and
its affiliates.
C. VALUATION OF RENTAL PROPERTY
Generally accepted accounting principles require that the Registrant
evaluate whether an event or circumstance has occurred that would indicate that
the estimated undiscounted future cash flows of its properties, taken
individually, will be less than the respective net book value of the properties.
If such a shortfall exists and is material, then a write-down to fair value is
recorded. The Registrant performs such evaluations on an on-going basis. During
the nine months ended September 30, 2000, based on the Registrant's evaluation
of the properties, the Registrant did not record any impairment.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
Registrant commenced an offering to the public on August 31, 1987, of
depository units representing beneficial assignments of limited partnership
interests ("Units"). On October 14, 1987, Registrant commenced operations,
having previously accepted subscriptions for more than the specified minimum of
120,000 Units. As of August 30, 1989, the offering was closed except for Units
for sale to existing investors under the terms of a distribution reinvestment
plan. As of September 30, 1995, Registrant had sold Units aggregating
approximately $43.4 million. Due to the suspension of the distribution
reinvestment plan, Registrant does not anticipate any additional inflow of
investment.
All of the net proceeds of the offering were originally invested in 12
properties or used for working capital reserves. The Registrant partially
financed the acquisition of eight of its original properties with non-recourse
debt. Four properties were initially unleveraged. As of September 30, 2000,
seven of the original twelve properties had either been sold or deeded back to
the lender, leaving the Registrant with two properties secured by debt and three
properties unleveraged. With the exception of the Cambridge facility, which is
operated by the Registrant and consequently not leased to a third party
operator, the initial term of the four properties with long-term net leases to
third party operators are due to expire in the years 2000 and 2001. Such leases
are subject to renewal and purchase options. As of September 30, 2000, the
Cedarbrook and McCurdy facilities were classified as assets held for sale.
Potential sources of liquidity for Registrant include current holdings
of cash and cash equivalents, collection of outstanding receivables and/or
revenue participation related to various leased facilities, collection on
defaulted rent and/or damage settlements related to leases in default, new
mortgage financing on one or more of Registrant's unencumbered assets, and a
potential sale of one or more of the Registrant's assets.
As of September 30, 2000, Registrant had cash and cash equivalents
aggregating $15,127,101. The cash and cash equivalents will be used for working
capital and emergency reserves.
Registrant's general policy is to maintain sufficient cash and cash
equivalents to address disruptions of its lease revenues and to have adequate
additional funds for investment in existing assets for improvements. In the
event that Registrant deems it necessary to take over the operations of any of
its facilities currently under long-term net lease, such action would require
additional investment in working capital for operating reserves, capital
expenditures and related debt payments. Future cash distributions will be
7
<PAGE>
dependent on the status of future operational control of these properties. Cash
distributions for the nine months ending September 30, 2000 and 1999 were
$6,943,000 and $499,975, respectively. The Units are not publicly traded and as
a result the liquidity of each Limited Partner's individual investment is
limited.
Results of Operations
Discussion of Nine Months Ending September 30, 2000
Rental revenues for the nine months ended September 30, 2000 decreased
$134,327 from the comparable nine months ended September 30, 1999, due to
decreased revenue participation from leased facilities. Net patient services for
the nine months ended September 30, 2000 increased $324,576 from the nine months
ended September 30, 1999, and was primarily due to increased occupancy and
higher reimbursement rates at the Cambridge facility. Interest income for the
nine months ended September 30, 2000 increased $193,687 from the nine months
ended September 30, 1999 and was primarily due to increasing cash available for
investment. A net loss of $347,896 was recognized for the nine months ended
September 30, 2000. The net loss is comprised of a $302,787 gain on sale of the
Cane Creek facility on January 11, 2000, a $115,718 gain on sale of one of the
two Cedarbrook houses on July 12, 2000, and a $766,400 loss on sale of the
Sandybrook facility on August 4, 2000.
Facility operating expenses for the nine months ended September 30,
2000 increased by $128,030 from the comparable 1999 period and are primarily due
to increased professional fees at the Cambridge facility. Depreciation for the
nine months ended September 30, 2000 decreased $567,559 from the comparable 1999
period due to the sale of the Cedarbrook, Sandybrook and Cane Creek facilities
and the classification of certain assets as assets held for sale. Administrative
expenses decreased $226,879 for the nine months ended September 30, 2000 in
comparison to the same period in 1999 and is primarily due to decreased
professional and asset management fees. Bad debt expense decreased $61,353 for
the nine months ended September 30, 2000 in comparison to the 1999 period due to
additional lease receivable reserves on the McCurdy facility recorded in 1999.
Interest expense for the nine months ended September 30, 2000 decreased by
$63,514 from the comparable 1999 period and is due to the sale of the Cane Creek
facility and retirement of the related mortgage. Amortization expense for the
nine months ended September 30, 2000 increased $3,949 from the comparable 1999
period and is due to the write-off of certain deferred charges upon the sale of
the Cane Creek facility.
For the three months ended September 30, 2000 as compared with the
three months ended September 30, 1999, Registrant's revenue was impacted by the
same shifts of revenue as discussed above with the exception of an increase in
lease participation revenues of $38,407. Similarly, a comparison of third
quarter 2000 operating expenses versus third quarter 1999 reflects the same
variances as discussed above with the exception of a decrease of $2,042 in
amortization expense.
Cash and cash equivalents as of September 30, 2000 increased $1,403,165
over the balance at December 31, 1999. Cash flows decreased by $2,038,701 for
the nine months ending September 30, 2000 in comparison to 1999 primarily due to
increased cash distributions in 2000. Net accounts receivable of $643,717 at
September 30, 2000 reflected a decrease of $977,226 over 1999 year-end balances
and is due to the collection of the $700,000 administrative claim approved by
the United States Bankruptcy Court related to the Cambridge facility and
improved collections of accounts receivable at the Cambridge facility. Accounts
payable, accrued expenses, and operating facility accounts payable balances
increased $204,435 at September 30, 2000, from December 31, 1999 and is
primarily due to increased prepaid rent at September 30, 2000.
The following is a brief discussion of the status of Registrant's
properties:
Cedarbrook, Cane Creek, Crenshaw Creek and Sandybrook Facilities
The Registrant has a non-cancelable master lease with Rebound, Inc., a
subsidiary of HealthSouth Corporation (HealthSouth). The master lease included
the Cedarbrook, Cane Creek, Crenshaw Creek and Sandybrook facilities. Due to low
occupancy, HealthSouth closed the Sandybrook facility in 1994 and the Cedarbrook
facility in 1997. Effective August 5, 1999, HealthSouth agreed to transfer
control of the Cedarbrook and Sandybrook facilities to the Registrant and to
continue making its full lease payments under the terms of the master lease to
the Registrant. On September 30, 1999, the Registrant sold the main facility of
8
<PAGE>
the Cedarbrook campus for $2,825,000, resulting in a $772,286 gain on the sale
and $2,308,734 in net cash proceeds after payment of settlement costs and
mortgage payable.
On January 11, 2000, the Cane Creek facility was sold to a subsidiary of
HealthSouth for $2,350,000, resulting in a $302,787 gain on the sale and
$2,143,400 in net cash proceeds after payment of settlement costs and mortgage
payable. HealthSouth still leases the Crenshaw Creek facility, but closed down
this facility in May 2000. On July 12, 2000, one of the two Cedarbrook houses
was sold for $390,546 resulting in a gain on sale of $115,718 and net cash
proceeds of approximately $360,380 after payment of settlement costs. On August
4, 2000 the Sandybrook facility was sold for $2,025,000 resulting in a loss on
sale of approximately $766,400, and net cash proceeds of approximately
$1,829,130 after payment of settlement costs. Even though HealthSouth has
transferred or shut down these properties and some have been sold, HealthSouth
continues to make its full lease payments under the terms of the master lease.
Two recourse loans, Cedarbrook and Cane Creek, were due in January 1996 in the
aggregate amount of approximately $2,400,000. Both of these notes were callable
by the lenders at any time between January 1, 1993 and November 30, 1995;
however, the lenders agreed not to exercise their call rights prior to maturity
on January 31, 1996 as long as the Partnership remained in compliance with the
loan agreements. On March 21, 1997, one of the lenders agreed not to exercise
its call right until June 30, 1997. The Registrant paid off this loan upon the
sale of the Cedarbrook facility's main campus in September 1999. The lender of
the other loan verbally agreed to extend the maturity date of its note to
December 1, 2001, pending completion of final loan documents. This loan was paid
off upon the sale of the Cane Creek facility in January 2000.
Cambridge Facility
The former lessee of the Cambridge facility, Nursing Centers of
America-Cambridge (NCAC), filed a voluntary petition under Chapter 11 of the
Federal Bankruptcy Code in February of 1992. The Registrant commenced litigation
against NCAC seeking full payment of future rentals under the lease of NCAC.
On August 1, 1996, the United States Bankruptcy Court approved the transfer of
the operations of NCA Cambridge Nursing Home to Cambridge LLC, a subsidiary of
the Registrant, thereby releasing the operations of the Cambridge facility from
the jurisdiction of the United States Bankruptcy Court. The Registrant's
subsidiary now operates this property.
The Registrant had filed an administrative claim with the trustee of the United
States Bankruptcy Court for unpaid lease payments. At December 31, 1999, the
Registrant recorded a receivable for $700,000 related to this administrative
claim, which was approved by the United States Bankruptcy Court. The $700,000
account receivable was collected on March 1, 2000. It is unlikely that material
future disbursements will be made to the Registrant regarding this matter.
Trinity Hills, McCurdy, and Hearthstone Facilities
Except with respect to the Trinity Hills lessee, the other lessees are current
in their lease obligations to the Registrant. Trinity Hills is delinquent on
three rent participation payments (though they have paid its minimum rental). In
addition, the Registrant believes it likely that the lessee of the Hearthstone
facility will pay additional rental amounts to the Registrant during future
years based upon increased revenues at this facility. However, there can be no
assurance of such increased revenue. Based on the financial statements of the
lessees, the Hearthstone and McCurdy facilities are generating cash flow
sufficient to fund their lease obligations, but Trinity Hills is, at this time,
not generating sufficient cash flow to fund its lease obligations from property
operations.
On January 18, 2000 and February 2, 2000, the parent companies of the lessees of
the Hearthstone and Trinity Hills facilities, respectively, filed for Chapter 11
bankruptcy in the United States Bankruptcy Court for the District of Delaware.
At this time, it is uncertain if bankruptcy protection will disrupt future
payments of lease obligations. Unless renewed, the Hearthstone facility lease
expires on November 30, 2001 and the Trinity Hills facility lease expired on
June 30, 2000. The Hearthstone and Trinity Hills lessees have requested
extensions of their leases. If the leases are not extended, the Registrant is
evaluating its options for the properties, which could include selling the
facilities, leasing the facilities to a third party or converting the facilities
to an alternative use.
9
<PAGE>
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Registrant's primary market risk exposure is from fluctuations in interest
rates and the effects of those fluctuations on the market values of its cash
equivalent short-term investments. These short-term investments consist
primarily of overnight investments that are not significantly exposed to
interest rate risk, except to the extent that changes in interest rates will
ultimately affect the amount of interest income earned on these investments.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Registrant was a defendant in a lawsuit brought by AmHealth (Evansville),
Inc. in the Circuit Court of Vanderburgh County, Indiana, Cause Number
82C01-9811-CP-0373 (Lawsuit), which concerned the McCurdy facility being leased
by AmHealth (Evansville), Inc. On December 10, 1999, the Registrant and AmHealth
(Evansville), Inc. entered into an Amendment of Lease whereby the parties agreed
to dismiss the lawsuit with prejudice. The Stipulation and Order of Dismissal
with Prejudice was filed with the Court on January 21, 2000. The Registrant paid
no settlement funds to AmHealth (Evansville), Inc. and, in fact, received a
letter of credit from the lessee as a safeguard aginst any future defaults.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(A) Exhibit:
27.1 Financial Data Schedule
(B) Reports on Form 8-K
Registrant filed a Form 8-K dated July 26, 2000 concerning a
change in accountants.
SIGNATURES
Pursuant to the requirements 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.
10
<PAGE>
HEALTHCARE PROPERTIES, L.P.
By: CAPITAL REALTY GROUP SENIOR HOUSING, INC.
General Partner
By: /s/ Robert Lankford
-----------------------------------------
Robert Lankford
President
Date: November 14, 2000
