<PAGE>
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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 MAY 31, 2000
------------
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: 0-25878
ILM I LEASE CORPORATION
-----------------------
(Exact name of registrant as specified in its charter)
VIRGINIA 04-3248637
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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 X No
--- ---
Shares of common stock outstanding as of May 31, 2000: 7,519,430.
Current Report on Form 8-K
of Registrant Dated June 7, 2000
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Page 1 of 19
<PAGE>
ILM I LEASE CORPORATION
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Part I. Financial Information
Item 1. Financial Statements
Balance Sheets
May 31, 2000 (Unaudited) and August 31, 1999.................................................4
Statements of Operations
For the nine months and three months ended May 31, 2000
and 1999 (Unaudited)....................................................................5
Statements of Changes in Shareholders' Equity
For the nine months ended May 31, 2000 and 1999 (Unaudited)..................................6
Statements of Cash Flows
For the nine months ended May 31, 2000 and 1999 (Unaudited)..................................7
Notes to Financial Statements (Unaudited)..................................................8-12
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....13-17
Part II. Other Information...................................................................................18
Item 6. Exhibits and Reports on Form 8-K............................................................18
Signatures....................................................................................................19
</TABLE>
-2-
<PAGE>
ILM I LEASE CORPORATION
PART I. FINANCIAL INFORMATION
Item I. Financial Statements
(see next page)
-3-
<PAGE>
ILM I LEASE CORPORATION
BALANCE SHEETS
May 31, 2000 (Unaudited) and August 31, 1999
(Dollars in thousands, except per share data)
ASSETS
<TABLE>
<CAPTION>
MAY 31, 2000 AUGUST 31, 1999
------------ ---------------
<S> <C> <C>
Cash and cash equivalents $ 1,632 $ 1,066
Accounts receivable, net 245 102
Tax refund receivable 1 1
Prepaid expenses and other assets 266 278
------- -------
Total current assets 2,144 1,447
Furniture, fixtures and equipment 1,548 1,299
Less: accumulated depreciation (1,522) (943)
------- -------
26 356
Deferred tax asset, net 92 92
------- -------
$ 2,262 $ 1,895
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued expenses $ 1,051 $ 862
Real estate taxes payable 489 190
Accounts payable - related party 318 311
Security deposits 8 7
------- -------
Total current liabilities 1,866 1,370
Deferred rent payable -- 12
------- -------
Total liabilities 1,866 1,382
Contingencies
Shareholders' equity:
Common stock, $0.01 par value,
20,000,000 shares authorized
7,519,430 issued and outstanding 75 75
Additional paid-in capital 625 625
Accumulated deficit (304) (187)
------- -------
Total shareholders' equity 396 513
------- -------
$ 2,262 $ 1,895
======= =======
</TABLE>
See accompanying notes.
-4-
<PAGE>
ILM I LEASE CORPORATION
STATEMENTS OF OPERATIONS
For the nine and three months ended May 31, 2000 and 1999 (Unaudited)
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
MAY 31 MAY 31
--------------------- --------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES
Rental and other income $ 15,069 $ 14,895 $ 5,033 $ 4,987
Interest income 12 12 5 4
-------- -------- -------- --------
15,081 14,907 5,038 4,991
EXPENSES
Master lease rent expense 5,690 5,605 1,905 1,877
Dietary and food service salaries, wages and expenses 2,799 2,743 930 937
Administrative salaries, wages and expenses 1,195 1,042 428 372
Marketing salaries, wages and expenses 720 682 238 225
Utilities 612 607 198 194
Repairs and maintenance 511 520 178 169
Real estate taxes 632 623 210 210
Property management fees 776 778 230 241
Other property operating expenses 1,145 1,131 385 380
General and administrative 262 228 75 87
Directors compensation 46 39 14 12
Professional fees 231 291 37 116
Depreciation expense 579 320 97 114
-------- -------- -------- --------
15,198 14,609 4,925 4,934
-------- -------- -------- --------
Income (loss) before taxes (117) 298 113 57
Income tax expense (benefit):
Current -- -- -- --
Deferred -- 120 -- 24
-------- -------- -------- --------
-- 120 -- 24
-------- -------- -------- --------
NET (LOSS) INCOME $ (117) $ 178 $ 113 $ 33
======== ======== ======== ========
Basic (loss) earnings per share of common stock $ (0.02) $ 0.02 $ (0.02) $ 0.00
======== ======== ======== ========
</TABLE>
The above (loss) earnings per share of common stock is based upon the 7,519,430
shares outstanding for each period.
See accompanying notes.
-5-
<PAGE>
ILM I LEASE CORPORATION
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For nine months ended May 31, 2000 and 1999 (Unaudited)
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
COMMON STOCK
$.01 PAR VALUE ADDITIONAL RETAINED
---------------------- PAID-IN EARNINGS
SHARES AMOUNT CAPITAL (DEFICIT) TOTAL
--------- --------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Balance at August 31, 1998 7,519,430 $ 75 $ 625 $ (307) $ 393
Net income -- -- -- 178 178
--------- --------- --------- --------- ---------
Balance at May 31, 1999 7,519,430 $ 75 $ 625 $ (129) $ 571
========= ========= ========= ========= =========
Balance at August 31, 1999 7,519,430 $ 75 $ 625 $ (187) $ 513
Net loss -- -- -- (117) (117)
--------- --------- --------- --------- ---------
Balance at May 31, 2000 7,519,430 $ 75 $ 625 $ (304) $ 396
========= ========= ========= ========= =========
</TABLE>
See accompanying notes.
-6-
<PAGE>
ILM I LEASE CORPORATION
STATEMENTS OF CASH FLOWS
For the nine months ended May 31, 2000 and 1999 (Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
MAY 31
--------------------
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income $ (117) $ 178
Adjustments to reconcile net (loss) income to
net cash provided by (used in) operating activities:
Depreciation expense 579 320
Deferred tax expense (benefit), net -- 120
Changes in assets and liabilities:
Accounts receivable, net (143) (74)
Tax refund receivable -- 144
Prepaid expenses and other assets 12 (7)
Accounts payable and accrued expenses 189 (222)
Accounts payable - related party 7 (41)
Termination fee payable -- (975)
Real estate taxes payable 299 143
Deferred rent payable (12) (27)
Security deposits 1 (1)
------- -------
Net cash provided by (used in) operating activities 815 (442)
------- -------
Cash flows from investing activities:
Additions to operating investment properties (249) (198)
------- -------
Net cash used in investing activities (249) (198)
------- -------
Net increase (decrease) in cash and cash equivalents 566 (640)
Cash and cash equivalents, beginning of period 1,066 1,897
------- -------
Cash and cash equivalents, end of period $ 1,632 $ 1,257
======= =======
SUPPLEMENTAL DISCLOSURE:
Cash paid during the period for state income taxes $ 13 $ 4
======= =======
</TABLE>
See accompanying notes.
-7-
<PAGE>
ILM I LEASE CORPORATION
Notes to Financial Statements (Unaudited)
1. GENERAL
The accompanying financial statements, footnotes and discussions should
be read in conjunction with the financial statements and footnotes
contained in ILM I Lease Corporation's (the "Company") Annual Report on
Form 10-K for the year ended August 31, 1999. In the opinion of management,
the accompanying interim 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 financial statements are of a normal recurring nature.
The accompanying 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
May 31, 2000, and revenues and expenses for each of the nine- and
three-month periods ended May 31, 2000 and 1999. 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 the nine- and
three-month periods ended May 31, 2000, are not necessarily indicative of
the results to be expected for the year ending August 31, 2000.
The Company was incorporated on September 12, 1994 under the laws of
the State of Virginia by ILM Senior Living, Inc., a Virginia finite-life
corporation ("ILM I"), formerly PaineWebber Independent Living Mortgage
Fund, Inc., to operate eight rental housing projects that provide
independent-living and assisted-living services for independent senior
citizens ("the Senior Housing Facilities") under a facilities lease
agreement dated September 1, 1995 (the "Facilities Lease Agreement"),
between the Company, as lessee, and ILM Holding, Inc. ("ILM Holding"), as
lessor, and a direct subsidiary of ILM I. The Company's sole business is
the operation of the Senior Housing Facilities.
ILM I made mortgage loans to Angeles Housing Concepts, Inc. ("AHC")
secured by the Senior Housing Facilities between June 1989 and July 1992.
In March 1993, AHC defaulted under the terms of such mortgage loans and in
connection with the settlement of such default, title to the Senior Housing
Facilities was transferred, effective April 1, 1994, to certain indirect
subsidiaries of ILM I, subject to the mortgage loans. Subsequently, these
property-owning subsidiaries were merged into ILM Holding. As part of the
fiscal 1994 settlement agreement with AHC, AHC was retained as the property
manager for all of the Senior Housing Facilities pursuant to the terms of a
management agreement, which was assigned to the Company as of September 1,
1995 and subsequently terminated in July 1996. ILM I is a public company
subject to the reporting obligations of the Securities and Exchange
Commission.
In July 1996, following termination of the property management
agreement with AHC, the Company entered into a property management
agreement (the "Management Agreement") with Capital Senior Management 2,
Inc. ("Capital") to handle the day-to-day operations of the Senior Housing
Facilities. Lawrence A. Cohen, who served through July 28, 1998 as a
Director of the Company and President, Chief Executive Officer and Director
of ILM 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, the Management Agreement with Capital was
considered a related party transaction (see Note 3) through July 28, 1998.
-8-
<PAGE>
ILM I LEASE CORPORATION
Notes to Financial Statements (Unaudited)
(continued)
1. GENERAL (CONTINUED)
AGREEMENT AND PLAN OF MERGER WITH CAPITAL SENIOR LIVING CORPORATION
On February 7, 1999, ILM I entered into an agreement and plan of merger,
which was amended and restated on October 19, 1999, with Capital Senior Living
Corporation ("CSLC"), the corporate parent of Capital, and certain affiliates of
Capital. On April 18, 2000, ILM I entered into a First Amendment to the Amended
and Restated Agreement and Plan of Merger dated October 19, 1999.
At a special meeting of Shareholders on June 22, 2000, holders of more than
two-thirds of the outstanding shares of ILM's common stock voted in favor of
approval of the proposed Amended and Restated Agreement and Plan of Merger dated
October 19, 1999, as amended on April 18, 2000. Subject to the satisfaction of
certain conditions, consummation of the merger is expected to occur on or about
July 31, 2000. The agreement presently provides that it may be terminated if the
merger is not consummated by September 30, 2000.
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, and
may be terminated at the election of ILM Holding upon sale of ILM Holding's
senior living communities to a non-affiliated third party.
In connection with the merger, on June 2, 2000, the Company received notice
from ILM Holding indicating that the Facilities Lease Agreement would terminate
on the date of consummation of the pending merger of ILM I and Capital. Subject
to the satisfaction of certain conditions and the receipt of requisite
approvals, consummation of the merger is expected to occur on or about July 31,
2000. There can be no assurance as to whether the merger will be consummated or,
if consummated, as to the timing thereof.
If the merger is consummated, the Company's operations would not be
expected to continue beyond the termination of the Facilities Lease Agreement.
Additionally, upon such termination, it is currently expected that the Company
would have nominal value after payment of expenses and other costs, and the
Board accordingly would review the Company's status and continued existence. The
Company plans to adopt a liquidation basis of accounting if the Facilities Lease
Agreement is terminated. At present, it is expected that liquidation would be
completed by the end of Calendar Year 2000. If the merger is not consummated, it
is anticipated that the Facilities Lease Agreement will remain in full force and
effect pursuant to its terms.
2. THE FACILITIES LEASE AGREEMENT
ILM Holding (the "Lessor") leases the Senior Housing Facilities to the
Company (the "Lessee") pursuant to the Facilities Lease Agreement. Such
lease was extended on a month-to-month basis as of December 31, 1999, beyond
its original expiration date of December 31, 1999. Accordingly, it is
terminable upon 30 days' notice to the Company. As noted above, ILM I has
entered into an agreement and plan of merger with Capital Senior Living
Corporation and certain affiliates of Capital, and has agreed to cause ILM
Holding to cancel and terminate the Facilities Lease Agreement on the date
of consummation of the pending merger of ILM I and Capital. The lease is
accounted for as an operating lease in the Company's financial statements.
-9-
<PAGE>
ILM I LEASE CORPORATION
Notes to Financial Statements (Unaudited)
(continued)
2. THE FACILITIES LEASE AGREEMENT (CONTINUED)
Descriptions of the properties covered by the Facilities Lease Agreement
between the Company and ILM Holding are summarized as follows:
<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 Point 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 Company operates Villa Santa Barbara under a co-tenancy arrangement
with an affiliated company, ILM II Lease Corporation ("Lease II"). The
Company has entered into an agreement with Lease II regarding such
joint tenancy. Lease II was formed for similar purposes as the Company
by an affiliated company, ILM II Senior Living, Inc. ("ILM II"), a
subsidiary of which owns a portion of the Villa Santa Barbara property.
The portion of the Senior Housing Facility leased by the Company
represents 25% of the total project. Villa Santa Barbara is 25% owned
by ILM Holding and 75% by ILM II Holding, Inc., a direct subsidiary of
ILM II, as tenants in common. Upon the sale of ILM I 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.
Pursuant to the Facilities Lease Agreement, the Company pays annual
base rent for the use of the Senior Housing Facilities in the aggregate
amount of $6,364,800. 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 Lessor, is responsible for all major capital improvements and
structural repairs to the Senior Housing Facilities. Also, any fixed assets
of the Company at a Senior Housing Facility would remain with the Senior
Housing Facility at the termination of the lease. The Company 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 rent was
$929,000 and $313,000 for the nine- and three-month periods ended May 31,
2000, respectively, compared to $859,000 and $295,000 for the nine- and
three- month periods ended May 31, 1999, respectively.
The Company's use of the properties is limited to use as Senior Housing
Facilities. The Company has responsibility to obtain and maintain all
licenses, certificates and consents needed to use and operate each Senior
Housing Facility, and to use and maintain each Senior Housing Facility in
compliance with all local board of health and other applicable governmental
and insurance regulations. The Senior Housing Facilities located in
Arkansas, California and Kansas are licensed by such states to provide
assisted living services. In addition, various health and safety
regulations and standards, which are enforced by state and local
authorities, apply to the operation of all the Senior Housing Facilities.
Violations of such health and safety standards could result in fines,
penalties, closure of a Senior Housing Facility, or other sanctions.
-10-
<PAGE>
ILM I LEASE CORPORATION
Notes to Financial Statements (Unaudited)
(continued)
3. RELATED PARTY TRANSACTIONS
The Company retained Capital to be the property manager of the Senior
Housing Facilities pursuant to the Management Agreement which commenced on
July 29, 1996. Lawrence A. Cohen, who served through July 28, 1998 as a
Director of the Company and President, Chief Executive Officer and Director
of ILM 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. The Management Agreement is co-terminous with the Facilities
Lease Agreement. Because the Facilities Lease Agreement was extended beyond
December 31, 1999 on a month-to-month basis, the scheduled expiration date
of the Management Agreement has been extended on a month-to-month basis as
well, but not beyond July 29, 2001. In connection with the Agreement and
Plan of Merger discussed in Note 1, the Management Agreement with Capital
will be terminated upon consummation of the merger. Under the terms of the
Management Agreement, Capital earns a base management fee equal to 4% of
the gross operating revenues of the Senior Housing Facilities, as defined.
Capital also earns an incentive management fee equal to 25% of the amount
by which the "net cash flow" of the Senior Housing Facilities, as defined,
exceeds a specified base amount. Each August 31, the base amount is
increased based on the percentage increase in the Consumer Price Index as
well as 15% of Senior Housing Facility expansion costs. ILM I has
guaranteed the payment of all fees due to Capital under the terms of the
Management Agreement. For the nine- and three-month periods ended May 31,
2000, Capital earned property management fees from the Company of $776,000
and $230,000, respectively, compared to $778,000 and $241,000 for the nine-
and three-month periods ended May 31, 1999, respectively.
On September 18, 1997, the Company entered into an agreement with
Capital Senior Development, Inc., an affiliate of Capital, to manage the
development process for the potential expansions of several of the Senior
Housing Facilities. Capital Senior Development, Inc. would receive a fee
equal to 7% of the total development costs of these expansions if they are
pursued. ILM Holding would also reimburse the Company for all costs related
to these potential expansions including fees to Capital Senior Development,
Inc. For the nine- and three-month periods ended May 31, 2000 and 1999,
Capital Senior Development, Inc. earned no fees from the Company for
managing pre-construction development activities for potential expansions
of the Senior Housing Facilities.
Jeffry R. Dwyer, Secretary, President and Director of the Company, is a
shareholder of Greenberg Traurig, Counsel to the Company and its affiliates
since 1997. For the nine- and three-month periods ended May 31, 2000
Greenberg Traurig earned fees from the Company of $22,000 and $2,000,
respectively. For the nine- and three-month periods ended May 31, 1999,
Greenberg Traurig earned fees from the Company of $32,000 and $0,
respectively.
Accounts payable - related party at May 31, 2000 includes $313,000 for
variable rent payable to ILM Holding; $4,000 in minor reimbursements due to
related parties and $1,000 for accrued legal fees due to Greenberg Traurig,
Counsel to the Company and a related party. Accounts payable - related
party at August 31, 1999 includes $305,000 for variable rent payable to ILM
Holding and $6,000 for accrued legal fees due to Greenberg Traurig, Counsel
to the Company and its affiliates and a related party.
4. LEGAL PROCEEDINGS AND CONTINGENCIES
The Company has pending claims incurred in the normal course of
business which, in the opinion of the Company's Board of Directors, will
not have a material effect on the financial statements of the Company.
-11-
<PAGE>
ILM I LEASE CORPORATION
Notes to Financial Statements (Unaudited) (continued)
5. CONSTRUCTION LOAN FINANCING
ILM I and the Company have secured a construction loan facility with a
major bank that will provide ILM I 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
has a three-year term with interest accruing at a rate equal to LIBOR plus
1.10% or prime plus 0.5%. The loan term can be extended for an additional
two years beyond its maturity date with monthly payments of principal and
interest on a 25-year amortization schedule. Loan origination costs in
connection with this loan facility are being amortized by ILM I over the
life of the loan.
On June 7, 1999, ILM I borrowed $2,093,000 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, leaving
approximately $22.4 million unused and available. The Company is a
co-borrower on the construction loan.
6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts Payable and Accrued Expenses at May 31, 2000, includes the
following:
<TABLE>
<CAPTION>
<S> <C>
Accounts Payable $ 714
Accrued Expenses 337
------
Total $1,051
======
</TABLE>
7. SUBSEQUENT EVENT
On June 2, 2000, ILM I caused Holding I to notify the Company that the
Facilities Lease Agreement would terminate on the date of consummation of the
pending merger of the Company with CSLC. Subject to the satisfaction of certain
conditions and the receipt of requisite approvals, consummation of the merger is
expected to occur on or about July 30, 2000. If the merger is not consummated,
it is anticipated that the Facilities Lease Agreement will remain in full force
and effect pursuant to its terms.
-12-
<PAGE>
ILM I LEASE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Facilities Lease Agreement 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 Lessor, is responsible for all
major capital improvements and structural repairs to the Senior Housing
Facilities. If the Company and ILM Holding decide that any of the Senior Housing
Facilities should be expanded, the Facilities Lease Agreement between the
Company and ILM Holding would be amended to include such expansion. The
Facilities Lease Agreement, which expired on December 31, 1999, has been
extended on a month-to-month basis. Pursuant to the Facilities Lease Agreement,
the Company pays annual base rent for the use of all the Senior Housing
Facilities in the aggregate amount of $6,364,800. The Company 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 rent was
$929,000 and $313,000 for the nine- and three-month periods ended May 31, 2000,
respectively, compared to $859,000 and $295,000 for the nine- and three-month
periods ended May 31, 1999, respectively.
AGREEMENT AND PLAN OF MERGER WITH CAPITAL SENIOR LIVING CORPORATION
On February 7, 1999, ILM I entered into an agreement and plan of merger,
which was amended and restated on October 19, 1999, with Capital Senior Living
Corporation ("CSLC"), the corporate parent of Capital, and certain affiliates of
Capital. On April 18, 2000, ILM I entered into a First Amendment to the Amended
and Restated Agreement and Plan of Merger dated October 19, 1999.
At a special meeting of Shareholders on June 22, 2000, holders of more than
two-thirds of the outstanding shares of ILM's common stock voted in favor of
approval of the proposed Amended and Restated Agreement and Plan of Merger dated
October 19, 1999, as amended on April 18, 2000. Subject to the satisfaction of
certain conditions, consummation of the merger is expected to occur on or about
July 31, 2000. The agreement presently provides that it may be terminated if the
merger is not consummated by September 30, 2000.
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, and
may be terminated at the election of ILM Holding upon sale of ILM Holding's
senior living communities to a non-affiliated third party.
In connection with the merger, on June 2, 2000, the Company received notice
from ILM Holding indicating that the Facilities Lease Agreement would terminate
on the date of consummation of the pending merger of ILM I and Capital. Subject
to the satisfaction of certain conditions and the receipt of requisite
approvals, consummation of the merger is expected to occur on or about July 31,
2000. There can be no assurance as to whether the merger will be consummated or,
if consummated, as to the timing thereof.
If the merger is consummated, the Company's operations would not be
expected to continue beyond the termination of the Facilities Lease Agreement.
Additionally, upon such termination, it is currently expected that the Company
would have nominal value after payment of expenses and other costs, and the
Board accordingly would review the Company's status and continued existence. The
Company plans to adopt a liquidation basis of accounting if the Facilities Lease
Agreement is terminated. At present, it is expected that liquidation would be
completed by the end of Calendar Year 2000. If the merger is not consummated, it
is anticipated that the Facilities Lease Agreement will remain in full force and
effect pursuant to its terms.
-13-
<PAGE>
ILM I LEASE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Occupancy levels for the eight properties in which the Company has invested
averaged 91% and 93% for the three-month periods ended May 31, 2000 and May 31,
1999, respectively. Base rent payments of $6,364,800 will remain in effect
throughout the remaining term of the lease. As noted above, the Facilities Lease
Agreement also provides for the payment of variable rent. The Senior Housing
Facilities are currently generating gross revenues, which are in excess of the
specified threshold in the variable rent calculation. Current annualized
operating income levels are sufficient to cover the Company's base and variable
rent obligations to ILM Holding.
At May 31, 2000, the Company had cash and cash equivalents of $1,632,000
compared to $1,066,000 at August 31, 1999. Remaining amounts of cash will be
used for the Company's working capital requirements. As noted above, under the
terms of the Facilities Lease Agreement, the Lessor is responsible for major
capital improvements and structural repairs to the Senior Housing Facilities.
Consequently, the Company does not have any material commitments for capital
expenditures. Furthermore, the Company does not currently anticipate the need to
engage in any borrowing activities. As a result, substantially all of the
Company's cash flow will be generated from operating activities. The Company did
not pay cash dividends in fiscal years 1999, 1998 and 1997 or for the first
three quarters of fiscal year 2000. The Company may or may not determine to pay
cash dividends in the future. Payment of dividends, if any, will be at the
discretion of the Company's Board of Directors and will depend upon such factors
as the Company's financial condition, earnings, anticipated investments and
other relevant factors. The source of future liquidity is expected to be from
operating cash flows from the Senior Housing Facilities, net of the Facilities
Lease Agreement payments to ILM Holding, and interest income earned on invested
cash reserves. 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.
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<PAGE>
ILM I LEASE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
RESULTS OF OPERATIONS
NINE MONTHS ENDED MAY 31, 2000 VERSUS NINE MONTHS ENDED MAY 31, 1999
REVENUES
Total revenues were $15,081,000 for the nine-month period ended May 31, 2000
compared to $14,907,000 for the same period of the prior year, representing an
increase of $174,000, or 1.2%. This increase is the result of increased rental
rates at certain of the Company's Senior Housing Facilities located in strong
markets.
EXPENSES
Total expenses were $15,198,000 for the nine-month period ended May 31,
2000, compared to $14,609,000 for the same period in the prior year,
representing an increase of $589,000, or 4.0%. This increase in expenses was
primarily due to increases in Facilities Lease rent expense of $85,000 or 1.5%;
general and administrative expenses of $34,000 or 14.9%; depreciation expense of
$259,000 or 80.9%; administrative salaries, wages and expenses of $153,000 or
14.7%; and dietary and food service salaries of $56,000 or 2.0%. These increases
were offset by a decrease in professional fees of $60,000 or 20.6%; along with
minor increases and decreases in other accounts. The increase in Facilities
Lease rent expense is the result of increased variable rent payments due under
the Facilities Lease Agreement. The increase in depreciation expense is due to
the change in the estimated useful lives of the Company's fixed assets as a
consequence of the expected lease termination date. Pursuant to the terms of the
Facilities Lease Agreement, such assets would revert to ILM Holding upon lease
expiration or termination.
INCOME TAX EXPENSE
Income tax expense decreased overall by $120,000 or 100% as compared to
the same period in the prior year, as a result of a loss before taxes of
$117,000 representing a $415,000 or 139.3% decrease in income before taxes.
NET INCOME
Primarily as a result of the factors noted above, net income decreased
$295,000 or 165.7%, from net income of $178,000 for the nine months ended
May 31, 1999 compared to net loss of $117,000 for the nine months ended
May 31, 2000.
THREE MONTHS ENDED MAY 31, 2000 VERSUS THREE MONTHS ENDED MAY 31, 1999
REVENUES
Total revenues were $5,038,000 for the quarter ended May 31, 2000 compared
to $4,991,000 for the same period of the prior year, representing an increase of
$47,000, or 0.9%. This increase is the result of increased rental rates at
certain of the Company's Senior Housing Facilities located in strong markets.
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<PAGE>
ILM I LEASE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
RESULTS OF OPERATIONS (CONTINUED)
EXPENSES
Total expenses were $4,925,000 for the quarter ended May 31, 2000 compared
to $4,934,000 for the same period in the prior year, representing a decrease of
$9,000, or 0.2%. This decrease in expenses was primarily due to a $79,000 or
68.1% decrease in professional fees; and a decrease in depreciation expense of
$17,000 or 14.9%. These decreases were offset by increases in Facilities Lease
rent expense of $28,000 or 1.5%; administrative salaries, wages and expenses of
$56,000 or 15.1%; and minor increases and decreases in certain other accounts.
The increase in Facilities Lease rent expense is the result of increased
variable rent payments due under the Facilities Lease Agreement. The decrease in
depreciation expense is due to the change in the estimated useful lives of the
Company's fixed assets as a consequence of the expected lease termination date
of December 31, 1999, as such assets are not subject to repurchase by ILM
Holding.
INCOME TAX EXPENSE
Income tax expense decreased overall by $24,000 or 100.0% as compared to the
same period in the prior year.
NET INCOME
Primarily as a result of the factors noted above, net income increased
$80,000 before taxes.
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<PAGE>
ILM I LEASE CORPORATION
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.
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<PAGE>
ILM I LEASE CORPORATION
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:
The Company filed a Current Report on Form 8-K dated June 7, 2000,
reporting the impending termination of the Facilities Lease Agreement
between the Company and ILM I and its effect on the Company's value and
continued existence.
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<PAGE>
ILM I LEASE CORPORATION
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.
BY: ILM I LEASE CORPORATION
By: /S/ JEFFRY R. DWYER
------------------------------
Jeffry R. Dwyer
President
Dated: JULY 14, 2000
----------------
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