<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR QUARTERLY PERIOD ENDED NOVEMBER 30, 1999
OR
__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from
____to____.
Commission File Number: 0-18249
-------
ILM SENIOR LIVING, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
VIRGINIA 04-3042283
(State of organization) (I.R.S. Employer
Identification No.)
</TABLE>
1750 TYSONS BOULEVARD, SUITE 1200, TYSONS CORNER, VA 22102
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (888) 257-3550
----------------
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
None None
Securities registered pursuant to Section 12(g) of the Act:
SHARES OF COMMON STOCK $.01 PAR VALUE
(Title of Class)
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 / / No /X/
Shares of common stock outstanding as of November 30, 1999: 7,520,100.
================================================================================
Page 1 of 22
<PAGE>
ILM SENIOR LIVING, INC.
INDEX
<TABLE>
<CAPTION>
Part I. Financial Information PAGE
<S> <C> <C>
Item 1. Financial Statements
Consolidated Balance Sheets
November 30, 1999 (Unaudited) and August 31, 1999............................................4
Consolidated Statements of Income
For the three months ended November 30, 1999 and 1998 (Unaudited)............................5
Consolidated Statements of Changes in Shareholders' Equity
For the three months ended November 30, 1999 and 1998 (Unaudited)............................6
Consolidated Statements of Cash Flows
For the three months ended November 30, 1999 and 1998 (Unaudited)............................7
Notes to Consolidated Financial Statements (Unaudited)....................................8-13
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....14-19
Part II. Other Information
Item 5. Other Information...........................................................................20
Item 6. Exhibits and Reports on Form 8-K............................................................20
Signatures....................................................................................................21
</TABLE>
-2-
<PAGE>
ILM SENIOR LIVING, INC
PART I. FINANCIAL INFORMATION
Item I. Financial Statements
(See next page)
-3-
<PAGE>
ILM SENIOR LIVING, INC.
CONSOLIDATED BALANCE SHEETS
November 30, 1999 (Unaudited) and August 31, 1999
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
ASSETS
NOVEMBER 30, 1999 AUGUST 31, 1999
----------------- ---------------
<S> <C> <C>
Operating investment properties, at cost:
Land $ 4,925 $ 4,921
Building and improvements 38,220 38,197
Furniture, fixtures and equipment 4,948 4,948
--------- ---------
48,093 48,066
Less: accumulated depreciation (13,739) (13,417)
--------- ---------
34,354 34,649
Unamortized mortgage fees 2,256 2,256
Less: accumulated amortization (2,219) (2,163)
--------- ---------
37 93
Loan origination fees 272 272
Less: accumulated amortization (108) 85
--------- ---------
164 187
Cash and cash equivalents 2,278 2,615
Accounts receivable - related party 302 306
Prepaid expenses and other assets 65 100
Deferred rent receivable 3 12
--------- ---------
$ 37,203 $ 37,962
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued expenses $ 307 $ 365
Accounts payable - related party 256 343
Construction loan payable 2,093 2,093
Preferred shareholders' minority
interest in subsidiary 136 134
---------- ----------
Total liabilities 2,792 2,935
Contingencies
Shareholders' equity:
Common stock, $0.01 par value,
10,000,000 shares authorized,
7,520,100 shares issued and outstanding 75 75
Additional paid-in capital 65,711 65,711
Accumulated deficit (31,375) (30,759)
--------- ----------
Total shareholders' equity 34,411 35,027
--------- ----------
$ 37,203 $ 37,962
========= ==========
</TABLE>
See accompanying notes.
-4-
<PAGE>
ILM SENIOR LIVING, INC.
CONSOLIDATED STATEMENTS OF INCOME
For the three months ended November 30, 1999 and 1998 (Unaudited)
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
NOVEMBER 30
1999 1998
---- ----
<S> <C> <C>
Revenues:
Rental and other income $ 1,884 $ 1,891
Interest income 21 22
---------- ----------
1,905 1,913
Expenses:
Depreciation expense 322 323
Amortization expense 79 73
General and administrative 66 127
Professional fees 435 220
Directors' compensation 21 20
----------- ----------
923 763
Net income $ 982 $ 1,150
=========== ==========
Basic earnings per share of common stock $ 0.13 $ 0.15
=========== ==========
Cash dividends paid per share of common stock $ 0.21 $ 0.21
=========== ==========
</TABLE>
The above earnings and cash dividends paid per share of common stock are based
upon the 7,520,100 shares outstanding during each period.
See accompanying notes.
-5-
<PAGE>
ILM SENIOR LIVING, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN
SHAREHOLDERS' EQUITY
For the three months ended November 30, 1999 and 1998 (Unaudited)
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
$.01 PAR VALUE PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
<S> <C> <C> <C> <C> <C>
Shareholders' equity
at August 31, 1998 7,520,100 $ 75 $65,711 $(27,327) $ 38,459
Cash dividends paid - - - (1,598) (1,598)
Net income - - - 1,150 1,150
--------- ---- -------- -------- --------
Shareholders' equity
at November 30, 1998 7,520,100 $ 75 $65,711 $(27,775) $ 38,011
========= ==== ======== ======== ========
Shareholders' equity
at August 31, 1999 7,520,100 $ 75 $65,711 $(30,759) $ 35,027
Cash dividends paid - - - (1,598) (1,598)
Net income - - - 982 982
--------- ---- --------- -------- ---------
Shareholders' equity
at November 30, 1999 7,520,100 $ 75 $65,711 $ (31.375) $ 34,411
========= ==== ========= ========= =========
</TABLE>
See accompanying notes.
-6-
<PAGE>
ILM SENIOR LIVING, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended November 30, 1999 and
1998 (Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
NOVEMBER 30,
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 982 $ 1,150
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization expense 401 396
Accrued dividends on subsidiary's
preferred stock 2 2
Changes in assets and liabilities:
Accounts receivable - related party 4 (33)
Prepaid expenses and other assets 35 31
Deferred rent receivable 9 9
Accounts payable and accrued expenses (58) 169
Accounts payable - related party (87) 164
--------- --------
Net cash provided by operating activities 1,288 1,448
--------- --------
Cash flows used in investing activities:
Additions to operating investment properties (27) (29)
--------- -------
Net cash used in investing activities (27) (29)
Cash flows used in financing activities:
Loan origination fees paid - (102)
Cash dividends paid to shareholders (1,598) (1,598)
--------- -------
Net cash used in financing activities (1,598) (1,700)
--------- -------
Net decrease in cash and cash equivalents (337) (179)
Cash and cash equivalents, beginning of period 2,615 2,264
--------- --------
Cash and cash equivalents, end of period $ 2,278 $ 2,085
========= ========
Cash paid for interest $ 23 $ -
========= =========
</TABLE>
See accompanying notes.
-7-
<PAGE>
ILM SENIOR LIVING, INC.
Notes to Consolidated Financial Statements
(Unaudited)
1. GENERAL
The accompanying consolidated financial statements, footnotes and
discussions should be read in conjunction with the consolidated
financial statements and footnotes contained in ILM Senior Living,
Inc.'s (the "Company") Annual Report on Form 10-K for the fiscal year
ended August 31, 1999. In the opinion of management, the accompanying
interim consolidated financial statements, which have not been audited,
reflect all adjustments necessary to present fairly the results for the
interim periods. All of the accounting adjustments reflected in the
accompanying interim consolidated financial statements are of a normal
recurring nature.
The accompanying consolidated financial statements have been
prepared on the accrual basis of accounting in accordance with U.S.
generally accepted accounting principles for interim financial
information, which requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosures of contingent assets and liabilities as of November 30,
1999 and revenues and expenses for each of the three-month periods
ended November 30, 1999 and 1998. Actual results may differ from the
estimates and assumptions used. Certain numbers in the prior period's
financial statements have been reclassified to conform to the current
period's presentation. The results of operations for three-month period
ended November 30, 1999, are not necessarily indicative of the results
that may be expected for the year ending August 31, 2000.
The Company was incorporated on March 6, 1989 under the laws of the
State of Virginia as a Virginia finite-life corporation, formerly
PaineWebber Independent Mortgage Fund, Inc. On June 21, 1989, the
Company sold to the public in a registered initial offering 7,520,100
shares of common stock, $.01 par value. The Company received capital
contributions of $75,201,000, of which $201,000 represented the sale of
20,100 shares to an affiliate at that time, PaineWebber Group, Inc.
("PaineWebber"). For discussion purposes, the term "PaineWebber" will
refer to PaineWebber Group, Inc. and all affiliates that provided
services to the Company in the past.
The Company elected to qualify and be taxed as a Real Estate
Investment Trust ("REIT") under the Internal Revenue Code of 1986, as
amended, for each taxable year of operations.
The Company originally invested the net proceeds of the initial
public offering in eight participating mortgage loans secured by senior
housing facilities located in seven states ("Senior Housing
Facilities"). All of the loans made by the Company were originally to
Angeles Housing Concepts, Inc. ("AHC"), as mortgagor, a company
specializing in the development, acquisition and operation of Senior
Housing Facilities and guaranteed by AHC's corporate parent, Angeles
Corporation ("Angeles").
ILM Holding, Inc. ("ILM Holding"), a majority-owned subsidiary of
the Company, now holds title to the eight Senior Housing Facilities,
which comprise the balance of the operating investment properties on
the accompanying consolidated balance sheets, subject to certain
mortgage loans payable to the Company. Such mortgage loans and the
related interest expense are eliminated in the consolidation of the
financial statements of the Company.
The Company made charitable gifts of one share of the preferred
stock in ILM Holding to each of 111 charitable organizations so that
ILM Holding would meet the stock ownership requirements of a REIT as of
January 30, 1997. The preferred stock has a liquidation preference of
$1,000 per share plus any accrued and unpaid dividends. Dividends on
the preferred stock accrue at a rate of 8% per annum on the original
$1,000 liquidation preference and are cumulative from the date of
issuance. Since ILM Holding is not expected to have sufficient cash
flow in the foreseeable future to make the required dividend payments,
it is anticipated that dividends will accrue and be paid at liquidation
of ILM Holding. Cumulative dividends accrued as of November 30, 1999 on
the preferred stock in ILM Holding totaled approximately $25,000.
-8-
<PAGE>
ILM SENIOR LIVING, INC.
Notes to Consolidated Financial Statements
(Unaudited)
(continued)
1. GENERAL (CONTINUED)
As part of the fiscal 1994 settlement agreement with AHC, ILM
Holding retained AHC as the property manager for all of the Senior
Housing Facilities pursuant to the terms of a management agreement. The
management agreement with AHC was terminated in July 1996. Subsequent
to the effective date of the settlement agreement with AHC, in order to
maximize the potential returns to the Company's existing Shareholders
while maintaining its qualification as a REIT under the Internal
Revenue Code, the Company formed a new corporation, ILM I Lease
Corporation ("Lease I"), for the purpose of operating the Senior
Housing Facilities under the terms of a facilities lease agreement (the
"Facilities Lease Agreement"). All of the shares of capital stock in
Lease I were distributed to the holders of record of the Company's
common stock and the Senior Housing Facilities were leased to Lease I
effective September 1, 1995 (see Note 2 for a description of the
Facilities Lease Agreement). Lease I is a public company subject to the
reporting obligations of the Securities and Exchange Commission. All
responsibility for the day-to-day management of the Senior Housing
Facilities, including administration of the property management
agreement with AHC, was transferred to Lease I. On July 29, 1996, the
management agreement with AHC was terminated and Lease I retained
Capital Senior Management 2, Inc. ("Capital") to be the new property
manager of its Senior Housing Facilities pursuant to a management
agreement (the "Management Agreement"). Lawrence A. Cohen, who, through
July 28, 1998, served as President, Chief Executive Officer and
Director of the Company and a Director of Lease I, has also served in
various management capacities at Capital Senior Living Corporation, an
affiliate of Capital, since 1996. Mr. Cohen currently serves as Chief
Executive Officer of Capital Senior Living Corporation. As a result,
through July 28, 1998, Capital was considered a related party.
On February 7, 1999, the Company entered into an agreement and plan
of merger, which was amended and restated on October 19, 1999, with
Capital Senior Living Corporation, the corporate parent of Capital, and
certain affiliates of Capital. If the merger is consummated, the
Shareholders of the Company will receive all-cash merger consideration
of approximately $12.90 per share. Consummation of this transaction
will require, among other things, the affirmative vote of the holders
of not less than 66-2/3% of the Company's outstanding common stock.
While there can be no assurance, consummation of the merger is
presently anticipated in the second quarter of calendar year 2000. In
connection with the merger, the Company has agreed to cause ILM Holding
to cancel and terminate the Facilities Lease Agreement with Lease I
immediately prior to the effective time of the merger. The Facilities
Lease Agreement was extended on a month-to-month basis as of December
31, 1999 beyond its original expiration date of December 31, 1999.
There can be no assurance as to whether the merger will be consummated
or, if consummated, as to the timing thereof.
-9-
<PAGE>
ILM SENIOR LIVING, INC.
Notes to Consolidated Financial Statements
(Unaudited)
(continued)
2. OPERATING INVESTMENT PROPERTIES SUBJECT TO FACILITIES LEASE AGREEMENT
At November 30, 1999, through its consolidated subsidiary, the
Company owned eight Senior Housing Facilities. The name, location and
size of the properties are as set forth below:
<TABLE>
<CAPTION>
Year Facility Rentable Resident
NAME LOCATION BUILT UNITS (2) CAPACITIES (2)
---- -------- ----- --------- --------------
<S> <C> <C> <C> <C>
Independence Village of East Lansing East Lansing, MI 1989 161 162
Independence Village of Winston-Salem Winston-Salem, NC 1989 159 161
Independence Village of Raleigh Raleigh, NC 1991 164 205
Independence Village of Peoria Peoria, IL 1990 166 183
Crown Pointe Apartments Omaha, NE 1984 135 163
Sedgwick Plaza Apartments Wichita, KS 1984 150 170
West Shores Hot Springs, AR 1986 136 166
Villa Santa Barbara (1) Santa Barbara, CA 1979 125 125
</TABLE>
(1) The acquisition of Villa Santa Barbara was financed jointly by the
Company and an affiliated entity, ILM II. All amounts generated from
Villa Santa Barbara are equitably apportioned between the Company,
together with its consolidated subsidiary, and ILM II, together with
its consolidated subsidiary, generally 25% and 75%, respectively. Villa
Santa Barbara is owned 25% by ILM Holding and 75% by ILM II Holding as
tenants in common. Upon the sale of the Company or ILM II, arrangements
would be made to transfer the Santa Barbara facility to the selling
joint tenant (or one of its subsidiaries). The property was extensively
renovated in 1995.
(2) Rentable units represent the number of apartment units and is a measure
commonly used in the real estate industry. Resident capacity equals the
number of bedrooms contained within the apartment units and corresponds
to measures commonly used in the healthcare industry.
Subsequent to the effective date of the Settlement Agreement with AHC,
in order to maximize the potential returns to the existing Shareholders
while maintaining the Company's qualification as a REIT under the Internal
Revenue Code, the Company formed a new corporation, Lease I, for the
purpose of operating the Senior Housing Facilities under the terms of a
Facilities Lease Agreement dated September 1, 1995 between the Company's
consolidated affiliate, ILM Holding, as owner of the properties and lessor
(the "Lessor"), and Lease I as lessee (the "Lessee"). The facilities lease
is a "triple-net" lease whereby the Lessee pays all operating expenses,
governmental taxes and assessments, utility charges and insurance premiums,
as well as the costs of all required maintenance, personal property and
non-structural repairs in connection with the operation of the Senior
Housing Facilities. ILM Holding, as the Lessor, is responsible for all
major capital improvements and structural repairs to the Senior Housing
Facilities. During the term of the Facilities Lease Agreement, which was
extended on a month-to-month basis as of December 31, 1999, beyond its
original expiration date on December 31, 1999, Lease I pays annual base
rent for the use of all of the Senior Housing Facilities in the aggregate
amount of $6,364,800 per year. Lease I also pays variable rent, on a
quarterly basis, for each facility in an amount equal to 40% of the excess
of aggregate total revenues for the Senior Housing Facilities, on an
annualized basis, over $16,996,000. Variable rental income was $302,000 and
$276,000 for the three-month periods ended November 30, 1999, and 1998,
respectively.
-10-
<PAGE>
ILM SENIOR LIVING, INC.
Notes to Consolidated Financial Statements (Unaudited)
(continued)
RECENT DEVELOPMENTS
On February 7, 1999, the Company entered into an agreement and plan of
merger, which was amended and restated on October 19, 1999, with Capital
Senior Living Corporation, the corporate parent of Capital, and certain
affiliates of Capital. If the merger is consummated, the Shareholders of
the Company will receive all-cash merger consideration of approximately
$12.90 per share. Consummation of this transaction will require, among
other things, the affirmative vote of the holders of not less than 66-2/3%
of the Company's outstanding common stock. While there can be no assurance,
consummation of the merger is presently anticipated in the second quarter
of calendar year 2000. In connection with the merger, the Company has
agreed to cause ILM Holding to cancel and terminate the Facilities Lease
Agreement with Lease I immediately prior to the effective time of the
merger. As of December 31, 1999, the Board of Directors voted to defer the
Company's scheduled liquidation date on a month-to-month basis and to
extend the Facilities Lease Agreement on a month-to-month basis beyond the
original expiration dates of December 31, 1999. There can be no assurance
as to whether the merger will be consummated or, if consummated, as to the
timing thereof.
3. RELATED PARTY TRANSACTIONS
Subject to the supervision of the Company's Board of Directors,
assistance in managing the business of the Company was provided by
PaineWebber. As discussed in the Company's Annual Report on Form 10-K for
the year ended August 31, 1998, PaineWebber resigned effective as of June
18, 1997.
Lease I has retained Capital to be the property manager of the Senior
Housing Facilities and the Company has guaranteed the payment of all fees
due to Capital pursuant to the Management Agreement which commenced on July
29, 1996. Lawrence A. Cohen, who, through July 28, 1998, served as
President, Chief Executive Officer and Director of the Company and a
Director of Lease I, has also served in various management capacities at
Capital Senior Living Corporation, an affiliate of Capital, since 1996. Mr.
Cohen currently serves as Chief Executive Officer of Capital Senior Living
Corporation. As a result, through July 28, 1998, Capital was considered a
related party. For the three-month periods ended November 30, 1999 and
1998, Capital earned property management fees from Lease I of $275,000 and
$260,000, respectively.
On September 18, 1997, Lease I entered into an agreement with Capital
Senior Development, Inc., an affiliate of Capital, to manage the
development process for the potential expansion of several of the Senior
Housing Facilities. Capital Senior Development, Inc. will receive a fee
equal to 7% of the total development costs of these expansions if they are
pursued. The Company will reimburse Lease I for all costs related to these
potential expansions, including fees to Capital Senior Development, Inc.
For the three-month period ended November 30, 1999, Capital Senior
Development, Inc. earned no fees from Lease I, compared to fees of $83,000
earned for the three-month period ended November 30, 1998, for managing
pre-construction development activities for potential expansions of the
Senior Housing Facilities.
Jeffry R. Dwyer, Secretary and Director of the Company, is a
shareholder of Greenberg Traurig, Counsel to the Company and its affiliates
since 1997. For the three-month periods ended November 30, 1999 and 1998,
Greenburg Traurig earned fees from the Company of $105,000 and $139,000,
respectively.
Accounts receivable - related party at November 30, 1999 and August 31,
1999 represent amounts due from an affiliated company, Lease I, principally
for variable rent. Accounts payable - related party at November 30, 1999
and August 31, 1999, represent accrued legal fees due to Greenberg Traurig,
Counsel to the Company and its affiliates and a related party, as described
above.
-11-
<PAGE>
ILM SENIOR LIVING, INC.
Notes to Consolidated Financial Statements (Unaudited)
(continued)
4. LEGAL PROCEEDINGS AND CONTINGENCIES
FELDMAN LITIGATION
On May 8, 1998 Andrew A. Feldman and Jeri Feldman, as Trustees for the
Andrew A. & Jeri Feldman Revocable Trust dated September 18, 1990,
commenced a purported class action on behalf of that trust and all other
shareholders of the Company and ILM II in the Supreme Court of the State of
New York, County of New York naming the Company, ILM II and their Directors
as defendants. The class action complaint alleged that the Directors
engaged in wasteful and oppressive conduct and breached fiduciary duties in
preventing the sale or liquidation of the assets of the Company and ILM II,
diverting certain of their assets. The complaint sought compensatory
damages in an unspecified amount, punitive damages, the judicial
dissolution of the Company and ILM II, an order requiring the Directors to
take all steps to maximize Shareholder value, including either an auction
or liquidation, and rescinding certain agreements, and attorney's fees. On
July 8, 1998, the Company and its co-defendants moved to dismiss the
complaint on all counts.
On December 8, 1998, the Court granted the Company's dismissal
motion in part but afforded the plaintiffs leave to amend their complaint.
In doing so, the Court accepted the Company's position that all claims
relating to the derivative actions were filed improperly. In addition, the
Court dismissed common law claims for punitive damages, but allowed
plaintiffs to amend their claims to assert claims alleging that the
defendants injured shareholders without injuring the Company as a whole.
On January 22, 1999, the Feldman plaintiffs filed an amended
complaint, again purporting to commence a class action, and adding claims
under Section 10(b) and 20(a) of the Securities and Exchange Act of 1934
and Rule 10b-5 promulgated thereunder. Even before the Company and the
Board of Directors responded to that amended complaint, the Feldman
plaintiffs moved for leave to file a second amended complaint to add claims
directed at enjoining the announced potential merger with Capital Senior
Living Corporation and, alternatively, for compensatory and punitive
damages. At a hearing held on March 4, 1999 relating to the motion for
leave to file that second amended complaint and to expedite discovery, the
Court granted leave to amend and set a schedule for discovery leading to a
trial (if necessary) in the summer of 1999.
On March 9, 1999, the Feldman plaintiffs filed a second amended
complaint, which included claims for injunctive relief and, in the
alternative, damages in an unspecified amount. In response to the Company's
motion to dismiss the second amended complaint, on June 7, 1999 the Court
issued an order dismissing the plaintiffs' federal security claims but
denying the motion to dismiss plaintiffs' claims for breach of fiduciary
duty and judicial dissolution, which motion was addressed to the pleadings
and not to the merits of the action.
On June 21, 1999, the Company and its co-defendants answered the
second amended complaint and denied any and all liability and moved for
reconsideration of the portion of the Court's June 7, 1999 order denying
their motion to dismiss. In response to discovery requests, the Company,
ILM II and others produced documents to the plaintiffs and depositions of
current and former directors and others were taken. Discovery was completed
as of July 1, 1999.
On July 2, 1999, the parties to this action came to an
agreement-in-principle to settle the action. On August 3, 1999, the parties
entered into a Stipulation of Settlement and on August 11, 1999, the Court
signed an order preliminarily approving the Stipulation and providing for
notice of the Stipulation to the proposed settlement class.
On September 30, 1999, the Court conducted a hearing and on
October 4, 1999 issued an order certifying a settlement class and approving
the proposed settlement as fair, reasonable and adequate, subject to the
condition that certain modifications be made to the Stipulation of
Settlement and any related documents filed with the Court on or before
October 15, 1999.
-12-
<PAGE>
ILM SENIOR LIVING, INC.
Notes to Consolidated Financial Statements (Unaudited)
(continued)
4. LEGAL PROCEEDINGS AND CONTINGENCIES (CONTINUED)
On October 15, 1999, the parties entered into a revised Stipulation of
Settlement and filed it with the Court, which approved the settlement, by
order dated October 21, 1999. In issuing that order the Court entered a
final judgment dismissing the action and all non-derivative claims of the
settlement class against the defendants with prejudice. In its October 4th
order, the Court also denied the application by plaintiffs' counsel for
payment of attorneys' fees and expenses, without prejudice to renewal
within 14 days upon reapplication therefor. On or about October 14, 1999,
plaintiffs' counsel reapplied to the Court for fees and expenses. A hearing
was held November 5, 1999, in which the Court granted the application for
attorney's fees in the amount of $950,000 and costs in the amount of
$182,000. Under the Stipulation, if the proposed merger is consummated,
Capital Senior Living Corporation is responsible for payment of such
attorney's fees and expenses sought under this application, and if the
proposed merger is not consummated and if the Company and ILM II were to
consummate an extraordinary transaction with a third party, then the
Company and ILM II would be responsible for such fees and expenses.
5. CONSTRUCTION LOAN FINANCING
During 1999, the Company secured a construction loan facility with a
major bank that provides the Company with up to $24.5 million to fund the
capital costs of the potential expansion programs. The construction loan
facility is secured by a first mortgage of the Senior Housing Facilities
and collateral assignment of the Company's leases of such properties. The
loan expires December 31, 2000, with possible extensions through September
29, 2003. Principal is due at expiration. Interest is payable monthly at a
rate equal to LIBOR plus 1.10% or Prime plus 0.5%. Amounts outstanding
under the loan at November 30, 1999, were approximately $2.1 million. Loan
origination fees of $272,000 were paid in connection with this loan
facility and are being amortized over the term of the loan.
6. SUBSEQUENT EVENT
On December 15, 1999, the Company's Board of Directors declared a
quarterly dividend for the three-month period ended November 30, 1999.
On January 15, 2000, a dividend of $0.2125 per share of common stock,
totaling approximately $1,598,000, was paid to Shareholders of record
as of December 31, 1999.
-13-
<PAGE>
ILM SENIOR LIVING, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company offered shares of its common stock to the public from June 21,
1989 to July 21, 1989 pursuant to a Registration Statement filed under the
Securities Act of 1933. Capital contributions of $75,201,000 were received by
the Company (including $201,000 contributed by PaineWebber) and, after deducting
selling expenses and offering costs and allowing for adequate cash reserves,
approximately $62.8 million was available to be invested in participating first
mortgage loans secured by Senior Housing Facilities. The Company originally
invested the net proceeds of the initial public offering in eight participation
mortgage loans secured by Senior Housing Facilities located in seven different
states. All of the loans made by the Company were originally with AHC. As
previously reported, AHC defaulted on the scheduled mortgage loan payments due
to the Company on March 1, 1993. Its parent company, Angeles, subsequently filed
for bankruptcy. In fiscal 1994, a Settlement Agreement was executed whereby
ownership of the properties was transferred from AHC to certain designated
affiliates of the Company which were majority owned by the Company.
Subsequently, these affiliates were merged into ILM Holding, which is majority
owned by the Company. ILM Holding holds title to the eight Senior Housing
Facilities which comprise the balance of operating investment properties in the
accompanying consolidated balance sheets, subject to certain mortgage loans
payable to the Company. As part of the fiscal 1994 Settlement Agreement with
AHC, ILM Holding retained AHC as the property manager for all of the Senior
Housing Facilities pursuant to the terms of the Agreement. As discussed further
below, the Agreement with AHC was terminated in July 1996.
Subsequent to the effective date of the Settlement Agreement with AHC, in
order to maximize the potential returns to the Company's existing Shareholders
while maintaining its qualification as a REIT under the Internal Revenue Code,
the Company formed a new corporation, Lease I, for the purpose of operating the
Senior Housing Facilities under the terms of a Facilities Lease Agreement. As of
August 31, 1995, Lease I, which is taxable as a so-called "C" corporation and
not as a REIT, was a wholly-owned subsidiary of the Company. On September 1,
1995 the Company, after receiving the required regulatory approval, distributed
all of the shares of capital stock of Lease I to the holders of record of the
Company's common stock. One share of common stock of Lease I was issued for each
full share of the Company's common stock held. Prior to the distribution, the
Company capitalized Lease I with $700,000 from existing cash reserves, which was
an amount estimated to provide Lease I with necessary working capital.
The Facilities Lease Agreement is between the Company's consolidated
affiliate, ILM Holding, as owner of the Senior Housing Facilities and Lessor,
and Lease I as Lessee. The facilities lease is a "triple-net" lease whereby the
Lessee pays all operating expenses, governmental taxes and assessments, utility
charges and insurance premiums, as well as the costs of all required
maintenance, personal property and non-structural repairs in connection with the
operation of the Senior Housing Facilities. ILM Holding, as the Lessor, is
responsible for all major capital improvements and structural repairs to the
Senior Housing Facilities. Pursuant to the Facilities Lease Agreement, which
expires on December 31, 1999, Lease I pays annual base rent for the use of all
of the Senior Housing Facilities in the aggregate amount of $6,364,800. Lease I
also pays variable rent, on a quarterly basis, for each Senior Housing Facility
in an amount equal to 40% of the excess, if any, of the aggregate total revenues
for the Senior Housing Facilities, on an annualized basis, over $16,996,000.
Variable rental income for the three-month period ended November 30, 1999 was
$302,000, compared to variable rental income of $276,000 for the three-month
period ended November 30, 1998.
The Company completed its restructuring plans by qualifying ILM Holding as
a REIT for Federal tax purposes. In connection with these plans, on November 21,
1996, the Company requested that PaineWebber sell all of its stock in ILM
Holding to the Company for a price equal to the fair market value of the 1%
economic interest in ILM Holding represented by the common stock. On January 10,
1997, this transfer of the common stock of ILM Holding was completed at an
agreed upon fair value of $46,000, representing a $39,000 increase in fair
value. This increase in fair value is based on the increase in values of the
Senior Housing Facilities which occurred between April 1994 and January 1996, as
supported by independent appraisals. With this transfer completed, effective
January 23, 1997, ILM Holding recapitalized its common stock and preferred stock
by replacing the outstanding shares with 50,000 shares of new common stock and
275 shares of non-voting, 8% cumulative preferred stock issued to the Company
(the "Preferred Stock"). The number of authorized shares of preferred stock and
common stock in ILM Holding were also
-14-
<PAGE>
ILM SENIOR LIVING, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL (CONTINUED)
increased as part of the recapitalization. Following the recapitalization, the
Company made charitable gifts of one share of the Preferred Stock in ILM Holding
to each of 111 charitable organizations so that ILM Holding would meet the stock
ownership requirements of a REIT as of January 30, 1997. The Preferred Stock has
a liquidation preference of $1,000 per share plus any accrued and unpaid
dividends. Dividends on the Preferred Stock accrue at a rate of 8% per annum on
the original $1,000 liquidation preference and are cumulative from the date of
issuance. Since ILM Holding is not expected to have sufficient cash flow in the
foreseeable future to make the required dividend payments, it is anticipated
that dividends will accrue and be paid at liquidation. Cumulative dividends
accrued as of November 30, 1999 on the Preferred Stock in ILM Holding totaled
approximately $25,000.
The assumption of ownership of the Senior Housing Facilities through ILM
Holding, which was organized as a so-called "C" corporation for tax purposes at
the time of assumption, has resulted in a possible future tax liability which
would be payable upon the ultimate sale of the Senior Housing Facilities (the
"built-in gain tax"). The amount of such tax would be calculated based on the
lesser of the total net gain realized from the sale transaction or the portion
of the net gain realized upon a final sale which is attributable to the period
during which the properties were held in a C corporation.
Any future appreciation in the value of the Senior Housing Facilities
subsequent to the conversion of ILM Holding to a REIT would not be subject to
the built-in gain tax. The built-in gain tax would most likely not be incurred
if the properties were to be held for a period of at least ten years from the
date of the conversion of ILM Holding to a REIT. Although the Company originally
anticipated holding the properties through December 31, 1999, pursuant to the
Articles of Incorporation, the Board of Directors may defer the Company's
scheduled liquidation date if in the opinion of a majority of the Directors the
disposition of the Company's assets at such time would result in a material
under-realization of the value of such assets; provided, however, that no such
deferral may extend beyond December 31, 2014 absent amendment of the Company's
Articles of Incorporation. The Company's Board of Directors voted to extend the
term of the Company and the Facilities Lease Agreement with Lease I on a
month-to-month basis commencing December 31, 1999. Based on management's
estimate of the increase in values of the Senior Housing Facilities which
occurred between April 1994 and January 1996, as supported by independent
appraisals, ILM Holding would incur a sizeable tax if the Senior Housing
Facilities were sold. Based on this increase of values during the time that ILM
Holding was operated as a regular C corporation, a sale within ten years of the
date of the conversion of ILM Holding to a REIT could result in a built-in gain
tax of as much as $2.9 million, which could be reduced by $2.45 million using
available net operating loss carryforwards of ILM Holding of approximately $7.2
million.
Because the ownership of the assets of ILM Holding was expected to be
transferred to the Company or its wholly-owned subsidiary, ILM Holding was
capitalized with funds to provide it with working capital only for a limited
period of time. At the present time, ILM Holding is not expected to have
sufficient cash flow during fiscal year 2000 to (i) meet its obligations to make
the debt service payments due under the loans and (ii) pay for capital
improvements and structural repairs in accordance with the terms of the
Facilities Lease Agreement. Although ILM Holding is not expected to fully fund
its scheduled debt service payments to the Company, the current values of the
Senior Housing Facilities are well in excess of the mortgage principal amounts
plus accrued interest at November 30, 1999. As a result, the Company is expected
to receive the full amount that would be due under the loans upon sale of the
Senior Housing Facilities.
-15-
<PAGE>
ILM SENIOR LIVING, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL (CONTINUED)
RECENT DEVELOPMENTS
On February 7, 1999, the Company entered into an agreement and plan of
merger, which was amended and restated on October 19, 1999, with Capital Senior
Living Corporation, the corporate parent of Capital, and certain affiliates of
Capital. If the merger is consummated, the Shareholders of the Company will
receive all-cash merger consideration of approximately $12.90 per share.
Consummation of this transaction will require, among other things,
the affirmative vote of the holders of not less than 66-2/3% of the Company's
outstanding common stock. While there can be no assurance, consummation of the
merger is presently anticipated in the second quarter of calendar year 2000. In
connection with the merger, the Company has agreed to cause ILM Holding to
cancel and terminate the Facilities Lease Agreement with Lease I immediately
prior to the effective time of the merger. As of December 31, 1999, the Board of
Directors voted to defer the Company's scheduled liquidation date on a
month-to-month basis and to extend the Facilities Lease Agreement on a
month-to-month basis beyond the original expiration dates of December 31, 1999.
There can be no assurance as to whether the merger will be consummated or, if
consummated, as to the timing thereof.
LIQUIDITY AND CAPITAL RESOURCES
Occupancy levels for the eight properties in which the Company has invested
averaged 91% for the three-month period ended November 30, 1999, compared to 95%
for the three-month periods ended November 30, 1999. The Company's net operating
cash flow is expected to be relatively stable and predictable due to the
structure of the Facilities Lease Agreement. The annual base rental payments
owed to ILM Holding are $6,364,800 and will remain at that level for the
remainder of the lease term. In addition, the Senior Housing Facilities are
currently generating gross revenues which are in excess of the specified
threshold in the variable rent calculation, as discussed further above, which
became effective in January 1997.
The Company and Lease I have been pursuing the potential for future
expansion of several of the Senior Housing Facilities which are located in areas
that have particularly strong markets for senior housing to increase cash flow
and shareholder value. Potential expansion candidates include the facilities
located in Raleigh, North Carolina, East Lansing, Michigan, Omaha, Nebraska,
Peoria, Illinois and Hot Springs, Arkansas. Approximately two acres of land
located adjacent to the East Lansing facility and approximately two-and-one-half
acres of land located adjacent to the Omaha facility were acquired by ILM
Holding during the quarter ended November 30, 1997. In addition, an agreement
has been obtained by ILM Holding to purchase approximately five acres of land
located adjacent to the Peoria facility. The Hot Springs facility already
includes a vacant land parcel of approximately two acres which could accommodate
an expansion of the existing facility or the construction of a new free-standing
facility. Preliminary feasibility evaluations have been completed for all of
these potential expansions and pre-construction design and construction-cost
evaluations are underway for expansions of the facilities located in Raleigh and
Omaha.
The Company secured a construction loan facility with a major bank that
provides the Company with up to $24.5 million to fund the capital costs of the
potential expansion programs. The construction loan facility is secured by a
first mortgage of the Senior Housing Facilities and collateral assignment of
the Company's leases of such Senior Housing Facilities. The loan expires
December 31, 2000, with possible extensions through September 29, 2003.
Principal is due at expiration. Interest is payable monthly at a rate equal to
LIBOR plus 1.10% or Prime plus 0.5%. Loan origination costs in connection with
this loan facility are being amortized over the life of the loan.
On June 7, 1999, the Company borrowed approximately $2.1 million under the
construction loan facility to fund the pre-construction capital costs, incurred
through April 1999, of the potential expansions of the Senior Housing
Facilities. As of November 30, 1999, approximately $22.4 million of the
construction loan facility is unused and available.
-16-
<PAGE>
ILM SENIOR LIVING, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
At November 30, 1999, the Company had cash and cash equivalents of
$2,278,000 compared to $2,615,000 at August 31, 1999. Remaining cash will be
used for the working capital requirements of the Company, along with the
investment in the properties owned by ILM Holding for certain capital
improvements and for dividends to the Shareholders. Future capital improvements
could be financed from operations or through borrowings, depending on the
magnitude of the improvements, the availability of financing and the Company's
incremental borrowing rate. The source of future liquidity and dividends to the
Shareholders is expected to be through facilities lease payments from Lease I,
interest income earned on invested cash reserves and proceeds from the future
sales of the underlying operating investment properties. Such sources of
liquidity are expected to be adequate to meet the Company's operating
requirements on both a short-term and long-term basis. The Company generally
will be obligated to distribute annually at least 95% of its taxable income to
its shareholders in order to continue to qualify as a REIT under the Internal
Revenue Code.
While the Company has potential liabilities pending due to ongoing
litigation against the Company, the eventual outcome of this litigation cannot
presently be determined. The Company will vigorously defend against all claims
made against it and, at this time, it is not certain that the Company will have
ultimate responsibility for any such claims.
YEAR 2000
The Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the Company's
computer programs or hardware that have date-sensitive software or embedded
chips may recognize the year 2000 as a date other than the year 2000. This could
result in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices or engage in similar normal business activities.
The Company has assessed its exposure to operating equipment, and such
exposure is not significant due to the nature of the Company's business.
The Company is not aware of any external agent with a Year 2000 issue that
would materially impact the Company's results of operations, liquidity or
capital resources. However, the Company has no means of determining whether or
ensuring those external agents will be Year 2000 ready. The inability of
external agents to complete their Year 2000 resolution process in a timely
fashion could impact the Company.
Management of the Company believes it has an effective program in place to
resolve the Year 2000 issue in a timely manner. As noted above, the Company
believes that it has completed all necessary phases of its Year 2000 program.
However, disruptions in the economy generally resulting from Year 2000 issues
could also adversely affect the Company. Although the amount of potential
liability and lost revenue cannot be reasonably estimated at this time, in a
worst case situation, if Capital, Lease I's only significant and material
third-party contractor, were to experience a Year 2000 problem, it is likely
that Lease I would not receive rental income as it became due from Senior Living
Facility residents. Lease I in turn would fail to pay ILM Holding lease payments
as they arise under the master lease, and ILM Holding in turn would fail to pay
the Company mortgage payments due it. However, the Company believes that given
the nature of its business, such problem would be temporary and easily
remediable with a simple accounting.
MARKET RISK
The Company believes its market risk is immaterial.
-17-
<PAGE>
ILM SENIOR LIVING, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED NOVEMBER 30, 1999 VERSUS THREE MONTHS ENDED NOVEMBER 30, 1998
Net income decreased $168,000, or 14.6%, to $982,000 for the first quarter
ended November 30, 1999 compared to $1,150,000 for the first quarter ended
November 30, 1998. Total revenue was $1,905,000 representing a decrease of
$8,000, or .4%, compared to $1,913,000 for the same period of the prior year.
Rental and other income decreased $7,000, or .4%, to $1,884,000 from $1,891,000,
due chiefly to a one-time receipt of $33,000 in fiscal year 1998 for an easement
on the Raleigh property, offset by increases in variable rental income due to
increased rental income earned pursuant to the terms of the Facilities Lease
Agreement. Total expenses increased $160,000, or 21%, to $923,000 for the
quarter ended November 30, 1999 compared to $763,000 for the quarter ended
November 30, 1998. This increase in expenses is primarily attributable to an
increase in professional fees due to legal, financial and advisory professionals
who were engaged to assist the Company with the proposed agreement and plan of
merger with Capital Senior Living Corporation, as discussed in Note 2 to the
financial statements. The $61,000 or 48.0% decrease in general and
administrative expenses to $66,000, for the first quarter ended November 30,
1999, from $127,000 for the same period last year, was due to a variety of
factors including decreased insurance costs of $42,000; decreased printing costs
of $15,000 for shareholder reports which were completed earlier in the current
year when compared to the previous year; and minor increases and decreases in
other general and administrative costs.
-18-
<PAGE>
ILM SENIOR LIVING, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING INFORMATION
CERTAIN STATEMENTS INCLUDED IN THIS QUARTERLY REPORT ON FORM 10-Q
("QUARTERLY REPORT") CONSTITUTE "FORWARD-LOOKING STATEMENTS" INTENDED TO QUALIFY
FOR THE SAFE HARBORS FROM LIABILITY ESTABLISHED BY SECTION 27A OF THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND SECTION 21E OF THE
SECURITIES ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"). THESE FORWARD-LOOKING
STATEMENTS GENERALLY CAN BE IDENTIFIED AS SUCH BECAUSE THE CONTEXT OF THE
STATEMENT WILL INCLUDE WORDS SUCH AS "BELIEVES," "COULD," "MAY," "SHOULD,"
"ENABLE," "LIKELY," "PROSPECTS," "SEEK," "PREDICTS," "POSSIBLE," "FORECASTS,"
"PROJECTS," "ANTICIPATES," "EXPECTS" AND WORDS OF ANALOGOUS IMPORT AND
CORRELATIVE EXPRESSIONS THEREOF, AS WELL AS STATEMENTS PRECEDED OR OTHERWISE
QUALIFIED BY: "THERE CAN BE NO ASSURANCE" OR "NO ASSURANCE CAN BE GIVEN."
SIMILARLY, STATEMENTS THAT DESCRIBE THE COMPANY'S FUTURE PLANS, OBJECTIVES,
STRATEGIES OR GOALS ALSO ARE FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS MAY
ADDRESS FUTURE EVENTS AND CONDITIONS CONCERNING, AMONG OTHER THINGS, THE
COMPANY'S CASH FLOWS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION; THE
CONSUMMATION OF ACQUISITION AND FINANCING TRANSACTIONS AND THE EFFECT THEREOF ON
THE COMPANY'S BUSINESS, ANTICIPATED CAPITAL EXPENDITURES, PROPOSED OPERATING
BUDGETS AND ACCOUNTING RESERVES; LITIGATION; PROPERTY EXPANSION AND DEVELOPMENT
PROGRAMS OR PLANS; REGULATORY MATTERS; AND THE COMPANY'S PLANS, GOALS,
STRATEGIES AND OBJECTIVES FOR FUTURE OPERATIONS AND PERFORMANCE. ANY SUCH
FORWARD-LOOKING STATEMENTS ARE SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED
IN SUCH FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS ARE SUBJECT
TO A NUMBER OF ASSUMPTIONS REGARDING, AMONG OTHER THINGS, GENERAL ECONOMIC,
COMPETITIVE AND MARKET CONDITIONS. SUCH ASSUMPTIONS NECESSARILY ARE BASED ON
FACTS AND CONDITIONS AS THEY EXIST AT THE TIME SUCH STATEMENTS ARE MADE, THE
PREDICTION OR ASSESSMENT OF WHICH MAY BE DIFFICULT OR IMPOSSIBLE AND, IN ANY
CASE, BEYOND THE COMPANY'S CONTROL. FURTHER, THE COMPANY'S BUSINESS IS SUBJECT
TO A NUMBER OF RISKS THAT MAY AFFECT ANY SUCH FORWARD-LOOKING STATEMENTS AND
ALSO COULD CAUSE ACTUAL RESULTS OF THE COMPANY TO DIFFER MATERIALLY FROM THOSE
PROJECTED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. ALL FORWARD-LOOKING
STATEMENTS CONTAINED IN THIS QUARTERLY REPORT ARE EXPRESSLY QUALIFIED IN THEIR
ENTIRETY BY THE CAUTIONARY STATEMENTS IN THIS PARAGRAPH. MOREOVER, THE COMPANY
DOES NOT INTEND TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS TO REFLECT
ANY CHANGES IN GENERAL ECONOMIC, COMPETITIVE OR MARKET CONDITIONS AND
DEVELOPMENTS BEYOND ITS CONTROL.
READERS OF THIS QUARTERLY REPORT ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE
ON ANY OF THE FORWARD-LOOKING STATEMENTS SET FORTH HEREIN AND THAT ACTUAL FUTURE
RESULTS MAY DIFFER.
-19-
<PAGE>
ILM SENIOR LIVING, INC.
PART II-OTHER INFORMATION
ITEM 1 THROUGH 5. NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: 27. Financial Data Schedule
(b) Reports on Form 8-K: NONE
-20-
<PAGE>
ILM SENIOR LIVING, INC.
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.
BY: ILM SENIOR LIVING, INC.
By: /S/ J. WILLIAM SHARMAN, JR.
------------------------------
J. William Sharman, Jr.
President and Director
Dated: JANUARY 15, 2000
-21-
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