EX-99.4 7 a06-19244_1ex99d4.htm EX-99

Exhibit 99.4

CRP FINANCIAL STATEMENTS

As of June 30, 2006 and December 31, 2005 and for the six month periods ended June 30, 2006 and 2005:

Unaudited Condensed Consolidated Balance Sheets

 

2

Unaudited Condensed Consolidated Statements of Income

 

3

Unaudited Condensed Consolidated Statements of Stockholders’ Equity

 

4

Unaudited Condensed Consolidated Statements of Cash Flows

 

5

Notes to Unaudited Condensed Consolidated Financial Statements

 

6

 




CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)

 

 

June 30,
2006

 

December 31,
2005

 

Assets

 

 

 

 

 

Real estate investment properties:

 

 

 

 

 

Accounted for using the operating method – net of accumulated depreciation of $205,131 and $157,746

 

$

3,126,109

 

$

2,914,817

 

Accounted for using the direct financing method

 

473,699

 

469,238

 

Intangible lease costs – net of accumulated amortization of $30,479 and $26,021

 

103,634

 

99,611

 

 

 

3,703,442

 

3,483,666

 

Cash and cash equivalents

 

45,660

 

94,902

 

Restricted cash

 

21,757

 

21,920

 

Accounts and other receivables – net of allowance for doubtful accounts of $10,800 and $7,200

 

20,863

 

23,486

 

Deferred costs, net

 

22,851

 

24,705

 

Accrued rental income

 

120,743

 

99,219

 

Other assets

 

65,373

 

52,935

 

Real estate held for sale

 

24,284

 

32,137

 

Goodwill

 

5,791

 

5,791

 

 

 

$

4,030,764

 

$

3,838,761

 

Liabilities and stockholders’ equity

 

 

 

 

 

Liabilities:

 

 

 

 

 

Mortgages payable

 

$

1,350,542

 

$

1,220,190

 

Bonds payable

 

104,627

 

98,016

 

Construction loans payable

 

116,125

 

143,560

 

Line of credit

 

100,000

 

75,000

 

Due to related parties

 

203

 

2,386

 

Accounts payable and other liabilities

 

33,753

 

31,035

 

Intangible lease liability, net

 

4,491

 

4,505

 

Deferred income

 

7,879

 

6,607

 

Security deposits

 

21,541

 

23,954

 

Total liabilities

 

1,739,161

 

1,605,253

 

Commitments and contingencies

 

 

 

 

 

Minority interests

 

8,794

 

5,701

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, without par value Authorized and unissued 3,000 shares

 

 

 

Excess shares, $.01 par value per share Authorized and unissued 103,000 shares

 

 

 

Common stock, $.01 par value per share Authorized one billion shares, issued 270,682 and 260,293 shares, respectively, outstanding 264,204 and 255,527 shares, respectively

 

2,642

 

2,555

 

Capital in excess of par value

 

2,373,735

 

2,295,307

 

Accumulated distributions in excess of net income

 

(103,331

)

(74,894

)

Accumulated other comprehensive income

 

9,763

 

4,839

 

Total stockholders’ equity

 

2,282,809

 

2,227,807

 

 

 

$

4,030,764

 

$

3,838,761

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2




CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

Revenues:

 

 

 

 

 

 

 

 

 

Seniors’ Housing:

 

 

 

 

 

 

 

 

 

Rental income from operating leases

 

$

62,489

 

$

60,198

 

$

124,754

 

$

115,776

 

Earned income from direct financing leases

 

15,076

 

14,626

 

30,282

 

29,192

 

FF&E reserve income

 

2,018

 

1,927

 

4,010

 

3,509

 

Contingent rent

 

301

 

290

 

402

 

2,011

 

Medical Facilities:

 

 

 

 

 

 

 

 

 

Rental income from operating leases

 

22,093

 

13,789

 

41,150

 

26,925

 

Tenant expense reimbursements

 

5,178

 

3,794

 

9,761

 

6,504

 

Property management and development fees

 

329

 

1,209

 

623

 

2,499

 

Loan interest income

 

1,291

 

 

1,909

 

 

 

 

108,775

 

95,833

 

212,891

 

186,416

 

Expenses:

 

 

 

 

 

 

 

 

 

Seniors’ Housing property expenses

 

135

 

112

 

418

 

367

 

Medical Facilities operating expenses

 

9,183

 

6,172

 

16,667

 

11,658

 

General and administrative

 

9,132

 

4,515

 

13,872

 

8,538

 

Asset management fees to related party

 

5,235

 

4,624

 

10,307

 

8,923

 

Provision for doubtful accounts

 

2,004

 

900

 

3,527

 

1,650

 

Depreciation and amortization

 

28,785

 

23,768

 

55,737

 

46,505

 

 

 

54,474

 

40,091

 

100,528

 

77,641

 

Operating income

 

54,301

 

55,742

 

112,363

 

108,775

 

Interest and other income

 

540

 

773

 

1,237

 

1,404

 

Interest and loan cost amortization expense

 

(24,799

)

(18,172

)

(47,986

)

(33,711

)

Income before equity in earnings of unconsolidated entity, minority interests in income of consolidated subsidiaries and loss from discontinued operations

 

30,042

 

38,343

 

65,614

 

76,468

 

Equity in earnings of unconsolidated entity

 

273

 

81

 

275

 

83

 

Minority interests in income of consolidated subsidiaries

 

(379

)

(16

)

(465

)

(397

)

Income from continuing operations

 

29,936

 

38,408

 

65,424

 

76,154

 

Loss from discontinued operations

 

(1,703

)

(451

)

(1,439

)

(5,562

)

Net income

 

$

28,233

 

$

37,957

 

$

63,985

 

$

70,592

 

Net income (loss) per share of common stock (basic and diluted)

 

 

 

 

 

 

 

 

 

From continuing operations

 

$

0.11

 

$

0.15

 

$

0.25

 

$

0.31

 

From discontinued operations

 

 

 

 

(0.02

)

 

 

$

0.11

 

$

0.15

 

$

0.25

 

$

0.29

 

Weighted average number of shares of common stock outstanding (basic and diluted)

 

264,196

 

248,403

 

260,870

 

246,974

 

Distributions declared per common share

 

$

0.1776

 

$

0.1776

 

$

0.3552

 

$

0.3552

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3




CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
Six Months Ended June 30, 2006
(in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

Accumulated

 

 

 

 

 

Common Stock

 

Capital in

 

distributions

 

other

 

 

 

 

 

Number of

 

 

 

excess of par

 

in excess of

 

comprehensive

 

 

 

 

 

shares

 

Par value

 

value

 

net income

 

income

 

Total

 

Balance at December 31, 2005

 

255,527

 

$

2,555

 

$

2,295,307

 

$

(74,894

)

$

4,839

 

$

2,227,807

 

Net income

 

 

 

 

63,985

 

 

63,985

 

Change in fair value of cash flow hedges

 

 

 

 

 

4,924

 

4,924

 

Total comprehensive income (see Note 10)

 

 

 

 

 

 

 

 

 

 

 

68,909

 

Subscriptions received for common stock through public offerings and reinvestment plan

 

10,390

 

104

 

103,079

 

 

 

103,183

 

Redemption of common stock

 

(1,713

)

(17

)

(16,260

)

 

 

(16,277

)

Stock issuance costs

 

 

 

(8,391

)

 

 

(8,391

)

Distributions declared ($0.3552 per share)

 

 

 

 

(92,422

)

 

(92,422

)

Balance at June 30, 2006

 

264,204

 

$

2,642

 

$

2,373,735

 

$

(103,331

)

$

9,763

 

$

2,282,809

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4




CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

 

 

Six Months Ended June 30,

 

 

 

2006

 

2005

 

Increase (decrease) in cash and cash equivalents:

 

 

 

 

 

Net cash provided by operating activities

 

$

102,840

 

$

106,220

 

Investing activities:

 

 

 

 

 

Investment in land, buildings and equipment

 

(234,842

)

(249,311

)

Investment in direct financing leases

 

(300

)

(278

)

Investment in intangible lease costs

 

(11,801

)

(10,316

)

Investment in Senior Secured Term Loan

 

(19,500

)

 

Proceeds from sale of Properties

 

1,155

 

 

Payment of acquisition fees and costs

 

(6,842

)

(16,131

)

Payment of deferred leasing costs

 

(2,137

)

(468

)

Decrease (increase) in restricted cash

 

(682

)

10,456

 

Net cash used in investing activities

 

(274,949

)

(266,048

)

Financing activities:

 

 

 

 

 

Proceeds from borrowings on mortgages payable

 

136,520

 

228,510

 

Principal payments on mortgages payable

 

(5,966

)

(3,773

)

Proceeds from issuance of bonds payable

 

10,928

 

4,704

 

Retirement of bonds payable

 

(4,317

)

(4,500

)

Proceeds from construction loans payable

 

17,735

 

35,650

 

Repayments of construction loans payable

 

(45,170

)

 

Net proceeds from line of credit

 

25,000

 

 

Payment on term loan

 

 

(60,000

)

Refund of loan costs

 

2,657

 

 

Payment of loan costs

 

(1,931

)

(2,359

)

Contributions from minority interests

 

3,304

 

670

 

Distributions to minority interests

 

(623

)

(171

)

Subscriptions received from stockholders

 

103,183

 

133,539

 

Distributions to stockholders

 

(92,422

)

(86,596

)

Redemption of common stock

 

(16,315

)

(20,079

)

Payment of stock issuance costs

 

(9,716

)

(12,639

)

Net cash provided by financing activities

 

122,867

 

212,956

 

Net increase (decrease) in cash and cash equivalents

 

(49,242

)

53,128

 

Cash and cash equivalents at beginning of period

 

94,902

 

51,781

 

Cash and cash equivalents at end of period

 

$

45,660

 

$

104,909

 

Supplemental schedule of non-cash investing and financing activities:

 

 

 

 

 

Mortgage Loans issued in connection with the sale of Properties

 

$

4,800

 

$

 

Mortgages assumed on properties purchased

 

$

 

$

43,075

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5




CNL RETIREMENT PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.             Organizational and Basis of Presentation:

Organization – CNL Retirement Properties, Inc., a Maryland corporation, was organized in December 1997 to operate as a real estate investment trust (a “REIT”) for federal income tax purposes.  Throughout this document, CNL Retirement Properties, Inc. and each of its subsidiaries and several consolidated partnerships and joint ventures are referred to as “CRP,” “we,” “us” and “our.”

CRP acquires primarily real estate properties related to seniors’ housing and health care facilities (the “Properties”) located across the United States.  The Properties may include independent living, assisted living and skilled nursing facilities, continuing care retirement communities (“CCRC”) and life care communities (collectively, “Seniors’ Housing”), medical office buildings, specialty and walk-in clinics, free standing ambulatory surgery centers, specialty or general hospitals and other types of health care-related facilities (collectively, “Medical Facilities”).  Seniors’ Housing facilities are generally leased on a long-term, triple-net basis and Medical Facilities are generally leased on a shorter-term, gross or triple-net basis.  CRP may provide mortgage financing loans (“Mortgage Loans”), furniture, fixture and equipment financing (“Secured Equipment Leases”) and other loans to operators or developers of Seniors’ Housing and Medical Facilities.  In addition, CRP may invest up to a maximum of 5% of total assets in equity interests in businesses, including those that provide services to or are otherwise ancillary to the retirement and health care industries.  CRP operates in one business segment, which is the ownership, development, management and leasing of health care-related real estate.  At June 30, 2006, CRP owned 184 Seniors’ Housing facilities, 89 Medical Facilities, including 2 specialty hospitals and 2 walk-in clinics, and 3 Seniors’ Housing facilities and a parcel of land that CRP holds for sale.

CRP retained CNL Retirement Corp. (the “Advisor”) as CRP’s advisor to provide management, acquisition, advisory and administrative services relating to CRP’s Properties, Mortgage Loans, Secured Equipment Lease program, other loans and other permitted investments pursuant to an advisory agreement dated May 14, 2004 (the “Advisory Agreement”) that was renewed pursuant to a renewal agreement effective May 3, 2005 for a one-year term (the “2005 Renewal Agreement”) and was amended by an amendment to the 2005 Renewal Agreement on July 13, 2005 (the “2005 Renewal Amendment” together with the 2005 Renewal Agreement, the “2005 Renewal Agreements”).  On May 1, 2006, CRP entered into a renewal agreement (the “2006 Renewal Agreement”) with the Advisor, pursuant to which the Advisory Agreement was renewed, as amended by the 2005 Renewal Agreements, for an additional one-year term commencing on May 3, 2006 and ending on May 3, 2007.  The Advisory Agreement may be terminated at an earlier date upon 60 days prior written notice by either party or by mutual consent of the parties.

Strategic Alliances – In 2005, CRP entered into an agreement with The Cirrus Group, LLC (“Cirrus”), a development and property management company, to acquire, at CRP’s election, Medical Facilities, some of which have yet to be developed.  The acquisitions contemplated under this agreement are expected to occur over a five-year term, subject to certain conditions, or until $1.0 billion is invested in Medical Facilities, including specialty hospitals.  CRP will have minority interest partners in connection with the ownership of each of these Properties, including Cirrus principals, physicians and other investors associated with Cirrus principals.  As of June 30, 2006, CRP had acquired a majority equity interest in five Medical Facilities for $84.1 million under this agreement, for which Cirrus and its affiliates made $1.4 million in minority interest contributions.  At June 30, 2006, Cirrus managed 26 of CRP’s Medical Facilities.

In 2005, CRP entered into an agreement to provide a Cirrus affiliate with an interest only, five-year senior secured term loan under which up to $85.0 million (plus capitalized interest) may be borrowed to finance the acquisition, development, syndication and operation of new and existing surgical partnerships (“Senior Secured Term Loan”).  At June 30, 2006, the balance outstanding under the Senior Secured Term Loan was $35.5 million.  In connection with the Senior Secured Term Loan, CRP received stock warrants which are exercisable into a 10% to 15% ownership interest of the borrower.  The stock warrants are exercisable at the earlier of an event of default or the full repayment of the Senior Secured Term Loan and expire in September 2015.

CRP owns a 55% controlling interest in The DASCO Companies, LLC (“DASCO”), a development and property management company.  CRP’s relationship with DASCO has provided and may continue to provide opportunities for CRP to participate in new Medical Facility development and acquisition opportunities as well

6




as Medical Facilities management.  DASCO may also provide development and property management services to third parties.  At June 30, 2006, DASCO managed fifty-five of CRP’s Medical Facilities, including two walk-in clinics and was developing four of CRP’s Medical Facilities.

Basis of Presentation – The accompanying condensed consolidated financial statements (the “consolidated financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q.  Accordingly, they do not include all of the information and note disclosures required by GAAP for complete financial statements.  The accompanying consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented.  Operating results for the six months ended June 30, 2006, may not be indicative of the results that may be expected for the year ending December 31, 2006.  Amounts included in the financial statements as of December 31, 2005, have been derived from the audited financial statements.

These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of CNL Retirement Properties, Inc. and its subsidiaries for the year ended December 31, 2005.  The accompanying consolidated financial statements include the accounts of CRP’s wholly owned subsidiaries, DASCO and other entities in which CRP owns a majority and controlling interest.  Interests of unaffiliated third parties in less than 100% owned and majority controlled entities are reflected as minority interests.  All significant intercompany balances and transactions have been eliminated in consolidation.

Reclassifications – Certain items in the prior periods’ financial statements have been reclassified to conform to the 2006 presentation, including those related to CRP’s real estate held for sale (see Note 6).  These reclassifications had no effect on reported equity or net income.

Recently Issued Accounting Pronouncements – In June 2006, the Financial Accounting Standards Board issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”).  FIN 48, which is effective for fiscal years ending after December 15, 2006, clarifies the accounting for uncertainty in income taxes recognized in financial statements in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.”  This Interpretation prescribes a recognition threshold and measurement attribute of tax positions taken or expected to be taken on a tax return.  CRP is currently evaluating the impact FIN 48 will have on CRP’s financial statements.

2.             Pending Merger:

On May 1, 2006, CRP entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Health Care Property Investors, Inc., a Maryland corporation (“HCP”) and Ocean Acquisition 1, Inc., a Maryland corporation and a wholly owned subsidiary of HCP (“Merger Sub”), pursuant to which CRP has agreed to merge (the “Merger”) with and into Merger Sub, with Merger Sub continuing as the surviving corporation. Under the terms of the Merger Agreement, at the effective time of the Merger, each share of CRP’s common stock, par value $0.01, issued and outstanding immediately prior to the effective time of the Merger (other than shares held by HCP, Merger Sub, CRP or any of their or CRP’s respective wholly owned subsidiaries, and any dissenting stockholders), will be converted into the right to receive consideration equivalent in value to approximately $13.47 per share (without interest and based on the closing price of HCP’s common stock on August 1, 2006), consisting of approximately:

·              $11.13 in cash (representing approximately 82% of the total consideration per share); and

·              0.0865 of a share of HCP common stock, par value $1.00 per share.

As of August 1, 2006, CRP had approximately 264.2 million shares of common stock outstanding.  HCP will also assume approximately $1.6 billion of CRP’s outstanding debt.

Simultaneously with the execution of the Merger Agreement, HCP entered into a merger agreement (the “Advisor Merger Agreement”) with the Advisor and the stockholders of the Advisor, pursuant to which HCP has agreed to acquire the Advisor for shares of HCP common stock valued at approximately $120.0 million (the

7




“Advisor Merger”) at the time of execution of the Advisor Merger Agreement.  The consummation of the Merger and the Advisor Merger are each conditioned upon the consummation of the other and are expected to close early in the fourth quarter of 2006.  There can be no assurances that the Merger and the Advisor Merger will be consummated.

3.             Public Offerings:

CRP completed CRP’s fifth public offering (the “2004 Offering”) on March 26, 2006.  During 2006, CRP raised $103.2 million in subscription proceeds from the 2004 Offering.  Total subscription proceeds received from the 2004 Offering and the four prior public offerings amount to $2.7 billion.

The price per share of all of the equity offerings of CRP’s common stock was $10.00 per share, with the exception of (i) shares purchased pursuant to volume or other discounts and (ii) shares purchased through CRP’s reinvestment plan since the beginning of the 2004 Offering, which have been priced at $9.50 per share.

Redemption Plan – As a result of the pending Merger, CRP’s Board of Directors determined that it is in CRP’s best interest to suspend CRP’s redemption plan, beginning with the second quarter of 2006.  The suspension of CRP’s redemption plan was effective as of June 15, 2006, and therefore beginning with the second quarter of 2006, no shares of CRP’s common stock will be redeemed.

Reinvestment Plan – Also as a result of the pending Merger, CRP’s Board of Directors determined that it is in CRP’s best interest to terminate CRP’s distribution reinvestment plan, beginning with the second quarter of 2006.  The termination of CRP’s distribution reinvestment plan was effective as of June 15, 2006, and therefore beginning with the second quarter of 2006, no distributions to CRP’s stockholders will be reinvested in shares of CRP’s common stock pursuant to CRP’s distribution reinvestment plan.

4.             Acquisitions:

In January 2006, CRP acquired majority equity interests in seven Medical Facilities for $84.5 million which CRP funded, in part, with proceeds from a new $56.3 million, ten-year mortgage loan.  Four of the acquired Properties are located in Texas, two are in Arizona and one is in Missouri, and in aggregate they contain 323,000 square feet.  Cirrus manages the Properties.

In February 2006, CRP acquired a Seniors’ Housing Property that is being developed.  The project is expected to be completed in the fourth quarter of 2006 with an estimated cost of $5.7 million.  The 46-unit assisted living facility is located in Michigan.

In March 2006, CRP acquired majority equity interests in five Medical Facilities for $72.6 million which CRP funded, in part, with proceeds from a new $47.2 million, ten-year mortgage loan.  Four of the Medical Facilities are located in Texas, and one is in Oklahoma, and in aggregate they contain 268,000 square feet.  Cirrus manages the Properties.

In March 2006, CRP acquired a majority equity interest in a Medical Facility for $24.5 million.  The Medical Facility is located in California and contains 55,000 square feet.  Cirrus manages the Property.

In May 2006, CRP acquired majority equity interests in two Medical Facilities for $27.8 million.  The acquired Properties are located in Texas and Utah and, in aggregate they contain 134,000 square feet.  Cirrus manages the Properties.

In June 2006, CRP acquired a majority equity interest in a Medical Facility in Ohio for $3.6 million.  The acquired Property contains 31,000 square feet and is managed by Cirrus.

8




5.             Other Assets:

Other assets included the following (in thousands):

 

 

June 30,
2006

 

December 31,
2005

 

Senior Secured Term Loan

 

$

35,500

 

$

16,000

 

Property acquisition deposits

 

 

10,601

 

Deferred receivables

 

8,263

 

6,638

 

Fair value of cash flow hedges

 

9,763

 

4,839

 

Mortgage Loan receivable

 

4,800

 

 

Prepaid expenses

 

2,620

 

4,950

 

Acquisition costs

 

1,686

 

7,633

 

Other

 

2,741

 

2,274

 

 

 

$

65,373

 

$

52,935

 

 

6.             Real Estate Held For Sale:

In June 2006, CRP entered into an agreement with the lessee of one of CRP’s Properties accounted for under the direct financing method allowing them to exercise a purchase option.  In accordance with the agreement, the lessee has deposited the option purchase price with an escrow agent, and CRP expects the transaction to close in October 2006.  Accordingly, CRP has reclassified the Property as held for sale and recognized an impairment charge of $2.4 million to reduce the Property’s carrying value to the option purchase price less estimated closing costs.  Previously reported results were restated to reflect the reclassification on a comparable basis.

In March 2006, CRP sold two Properties which were classified as held for sale to an unrelated third party for $6.0 million and recorded a net loss of $0.5 million.  CRP issued a Mortgage Loan receivable with a three-year term secured by the Properties in the amount of $4.8 million.  This amount is included in other assets on CRP’s consolidated balance sheet as of June 30, 2006.  Interest is payable annually at a rate of 6.0% and principal is due at maturity.

As of June 30, 2006, real estate held for sale included three Seniors’ Housing facilities and a parcel of land with an aggregate net carrying value of $24.3 million.

The operational results associated with Properties classified as held for sale were presented as loss from discontinued operations in the accompanying consolidated statements of income.  Summarized financial information was as follows (in thousands):

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

Rental and earned income

 

$

784

 

$

1,279

 

$

1,695

 

$

2,553

 

Provision for doubtful accounts

 

 

 

(124

)

 

Impairment provisions

 

(2,387

)

(1,543

)

(2,387

)

(7,740

)

Net loss on disposal of Properties

 

 

 

(450

)

 

Loss from discontinued operations

 

(1,703

)

(451

)

(1,439

)

(5,562

)

 

7.             Indebtedness:

Mortgages payable – At June 30, 2006, CRP had $1.4 billion in mortgage debt collateralized by Properties with an aggregate carrying amount of $2.4 billion.  Interest rates on the mortgage notes ranged from 4.85% to 8.42% with a weighted-average rate of 5.91% at June 30, 2006.

In January 2006, CRP entered into a $56.3 million, ten-year mortgage loan that bears fixed-rate interest at 5.59%.  Payments for the first five years are interest only, with principal payments beginning in March 2011.

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In February 2006, CRP entered into a $33.0 million mortgage loan and used the proceeds and cash on hand to pre-pay a $48.0 million construction loan facility with a principal balance of $41.9 million.  The new interest-only, five-year loan bears interest at a rate equal to LIBOR plus 150 basis points (6.59% all-in rate at June 30, 2006).

In March 2006, CRP entered into a $47.2 million, ten-year mortgage loan that bears fixed-rate interest at 5.81%.  Payments for the first five years are interest only, with principal payments beginning in May 2011.

Construction loans payable – Total construction loans outstanding at June 30, 2006 were $116.1 million, and total liquidity remaining was $26.0 million.  During the six months ended June 30, 2006, CRP prepaid a construction loan facility with a $41.9 million balance, entered into a new construction loan facility of $7.7 million and collectively drew a net of $17.7 million under all of CRP’s construction loans related to certain Properties in various stages of development.  The loans are variable interest rate loans and mature from November 2006 through December 2013.  CRP anticipates that CRP will obtain permanent financing to repay the construction loans as they become due.

Line of Credit – At June 30, 2006, $100.0 million was outstanding under CRP’s $320.0 million two-year senior secured revolving line of credit (the “Revolving LOC”).  The Revolving LOC requires interest-only payments at LIBOR plus a percentage that fluctuates depending on CRP’s aggregate amount of debt outstanding in relation to CRP’s total assets (7.02% all-in rate at June 30, 2006, which represents a pricing of LIBOR plus 170 basis points).  The amount available for use under the Revolving LOC is subject to certain limitations based on the pledged collateral.  As of June 30, 2006, the Revolving LOC was collateralized by 36 Properties with a carrying value of $388.8 million that, in the aggregate, allowed CRP to draw up to $283.0 million.

The Merger Agreement with HCP provides, among other things, that CRP cannot incur further indebtedness other than an additional $25.0 million in draw downs under CRP’s Revolving LOC or issue equity or convertible securities without the prior written consent of HCP.  In addition, the Merger Agreement limits CRP’s ability to invest in and encumber assets, make loans and dispose of assets without the prior written consent of HCP.

8.             Financial Instruments – Derivatives and Hedging:

In May 2005, CRP entered into two interest rate swap agreements effective June 1, 2005, and one interest rate swap agreement effective July 1, 2005, for an aggregate notional amount of $233.8 million to hedge against unfavorable fluctuations in interest rates on CRP’s variable interest rate mortgage notes payable.  At June 30, 2006, the fair value of these contracts was $9.8 million and was included in other assets in the accompanying consolidated balance sheets.  The change in net unrealized gain of $4.9 million for the first six months of 2006, for derivatives designated as cash flow hedges is disclosed separately in the accompanying consolidated statement of stockholders’ equity as the change in fair value of cash flow hedges.  The effective portion of gains and losses on these contracts are recognized in accumulated other comprehensive income whereas the ineffective portions are recognized in earnings.  During the six months ended June 30, 2006, the ineffective portion of these hedges was not significant.

9.             Related Party Transactions:

Pursuant to the Advisory Agreement, as amended and renewed, the Advisor and its affiliates earn certain fees and are entitled to receive reimbursement of certain expenses.

Acquisition fees – During the six months ended June 30, 2006 and 2005, CRP incurred acquisition fees of $7.3 million and $15.1 million, respectively, for, among other things, identifying Properties and structuring the terms of the leases (equal to 3.0% of gross offering proceeds and loan proceeds from permanent financing from May 3, 2005 until the present and equal to 4.0% of gross offering proceeds and loan proceeds from May 14, 2004 through May 2, 2005).  These fees are included in other assets in the accompanying consolidated balance sheets prior to being allocated to individual Properties or intangible lease costs.

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Management fees – During the quarter and six months ended June 30, 2006, CRP incurred monthly asset management fees totaling $5.3 million and $10.4 million, respectively.  Monthly asset management fees incurred during the quarter and six months ended June 30, 2005 totaled $4.8 million and $9.3 million, respectively (0.05% of the amount actually paid or allocated to the purchase, development, construction or improvement of a property, exclusive of acquisition fees and acquisition expenses, and the outstanding principal balance of any Mortgage Loans as of the end of the preceding month).

Administrative services – CRP’s Advisor and its affiliates provide various administrative services, including, but not limited to, accounting; financial, tax, insurance administration and regulatory compliance reporting; stockholder distributions and reporting; due diligence and marketing; and investor relations.  During the quarter and six months ended June 30, 2006, CRP incurred $1.1 million and $1.7 million for these services, respectively.  During the quarter and six months ended June 30, 2005, CRP incurred $0.6 million and $2.7 million for these services, respectively.

Offering expenses – Offering expenses incurred by the Advisor and its affiliates on CRP’s behalf, together with selling commissions, the marketing support fee and due diligence expense reimbursements were $8.4 million and $12.5 million during the six months ended June 30, 2006 and 2005, respectively.  These amounts are treated as stock issuance costs and charged to stockholders’ equity.

10.           Comprehensive Income:

The components of CRP’s comprehensive income for the quarter and six months ended June 30, 2006 and 2005 were as follows (in thousands):

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

Net income

 

$

28,233

 

$

37,957

 

$

63,985

 

$

70,592

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

Net unrealized gain (loss) on cash flow hedge

 

2,052

 

(2,002

)

4,924

 

(2,002

)

Total comprehensive income

 

$

30,285

 

$

35,955

 

$

68,909

 

$

68,590

 

 

11.           Subsequent Events:

Distributions – On July 1 and August 1, 2006, CRP’s Board of Directors authorized distributions to stockholders of record on those dates, totaling $31.3 million, or $0.0592 per share of common stock at each record date, payable by September 30, 2006.

Disposition – On July 27, 2006, CRP sold a Property which was previously classified as held for sale.  CRP received net proceeds of $1.5 million and recorded a net loss of $0.2 million on the sale.

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