10-Q 1 a72807e10-q.txt FORM 10-Q FOR QUARTER ENDED MARCH 31,2001 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO ___________ COMMISSION FILE NUMBER: 0-26468 AMERICAN RETIREMENT VILLAS PROPERTIES II, L.P. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA 33-0278155 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 245 FISCHER AVENUE, D-1 COSTA MESA, CA 92626 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 751-7400 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 [ ] The aggregate market value of the voting units held by non-affiliates of registrant, computed by reference to the price at which units were sold, was $16,696,569 (for purposes of calculating the preceding amount only, all directors, executive officers and unitholders holding 5% or greater of the registrant's units are assumed to be affiliates). The number of Units outstanding as of May 15, 2001 was 35,020. ================================================================================ 2 PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS American Retirement Villas Properties II (a California limited partnership) Condensed Balance Sheets (Unaudited) (In thousands) ASSETS
MARCH 31, DECEMBER 31, 2001 2000 --------- ------------ Properties, at cost: Land $ 11,453 $ 11,453 Buildings and improvements, less accumulated depreciation of $8,339 and $8,120 at March 31, 2001 and December 31, 2000, respectively 20,227 20,157 Leasehold property and improvements, less accumulated depreciation of $1,282 and $1,274 at March 31, 2001 and December 31, 2000, respectively 225 222 Furniture, fixtures and equipment, less accumulated depreciation of $1,617 and $1,497 at March 31, 2001 and December 31, 2000, respectively 1,167 1,190 -------- -------- Net properties 33,072 33,022 Cash and cash equivalents 2,587 2,177 Other assets, including impound accounts of $3,498 and $2,974 at March 31, 2001 and December 31, 2000, respectively 4,852 4,357 -------- -------- $ 40,511 $ 39,556 ======== ======== LIABILITIES AND PARTNERS' CAPITAL Notes payable $ 41,850 $ 41,226 Accounts payable 297 341 Accrued expenses 1,791 1,492 Amounts payable to affiliate 109 128 Distributions payable to Partners 4 25 -------- -------- Total liabilities 44,051 43,212 -------- -------- Partners' capital (deficit): General partners' capital 1 1 Special limited partners 111 111 Limited partners' capital, 35,020 units outstanding (3,652) (3,768) -------- -------- Total partners' capital (3,540) (3,656) -------- -------- Commitments and contingencies $ 40,511 $ 39,556 ======== ========
See accompanying notes to the unaudited financial statements. 2 3 American Retirement Villas Properties II (a California limited partnership) Condensed Statements of Operations (Unaudited) (In thousands, except unit data)
FOR THE THREE MONTHS ENDED MARCH 31, ----------------------- 2001 2000 ------- ------- Revenues: Rent $ 4,670 $ 4,157 Assisted living 927 912 Interest and other 120 106 ------- ------- Total revenues 5,717 5,175 ------- ------- Costs and expenses: Rental property operations 3,011 2,771 Assisted living 683 699 General and administrative 167 121 Communities rent 92 88 Depreciation and amortization 440 578 Property taxes 203 164 Advertising 57 110 Interest 891 904 ------- ------- Total costs and expenses 5,544 5,435 ------- ------- Income (loss) from operations before income tax expense and extraordinary item 173 (260) Income tax expense -- 2 ------- ------- Income (loss) from operations before extraordinary item 173 (262) Extraordinary loss from extinguishment of debt due to refinancing (56) -- ------- ------- Net income (loss) $ 117 $ (262) ======= ======= Income (loss) per limited partner unit Income (loss) before extraordinary item $ 5.14 $ (7.42) Net loss from extraordinary item (1.84) -- ------- ------- Net income (loss) $ 3.30 $ (7.42) ======= =======
See accompanying notes to the unaudited financial statements. 3 4 American Retirement Villas Properties II (a California limited partnership) Condensed Statements of Cash Flows (Unaudited) (In thousands)
FOR THE THREE MONTHS ENDED MARCH 31, ------------------------ 2001 2000 -------- ------- Cash flows from operating activities: Net income (loss) $ 117 $ (262) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 440 578 Extraordinary loss from extingishment of debt 56 -- Change in assets and liabilities: (Increase) decrease in other assets (330) 394 Increase (decrease) in accounts payable & accrued expenses 254 142 Increase (decrease) in amounts payable to affiliates (19) (110) -------- ------- Net cash provided by operating activities 518 742 -------- ------- Cash flows used in investing activities: Capital expenditures (341) (346) Refund of purchase deposit, net -- (1) -------- ------- Net cash used in investing activities (341) (347) -------- ------- Cash flows provided by (used in) financing activities: Principal repayments on notes payable (9,603) (120) Proceeds from notes payable 10,227 -- Mortgage Insurance (200) -- Loan fees (170) -- Distributions paid (21) (49) -------- ------- Net cash provided by (used in) financing activities 233 (169) -------- ------- Net increase in cash 410 226 Cash at beginning of period 2,177 2,002 -------- ------- Cash at end of period $ 2,587 $ 2,228 ======== ======= Supplemental disclosure of cash flow information - Cash paid during the period for interest $ 680 $ 904 ======== =======
See accompanying notes to the unaudited financial statements. 4 5 American Retirement Villas Properties II, L.P. (a California limited partnership) Notes to Condensed Financial Statements (Unaudited) March 31, 2001 (1) SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION BASIS OF ACCOUNTING American Retirement Villas Properties II maintains records on the accrual method of accounting for financial reporting and Federal and state tax purposes. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Partnership and its subsidiaries. Subsidiaries, which include limited partnerships and limited liability companies in which we have controlling interests, have been consolidated into the financial statements. All significant intercompany balances and transactions have been eliminated in consolidation. CARRYING VALUE OF REAL ESTATE Property, furniture and equipment are stated at cost less accumulated depreciation which is charged to expense on a straight-line basis over the estimated useful lives of the assets as follows: Buildings and improvements...................... 27.5 to 35 years Leasehold property and improvements............. Lease term Furniture, fixtures and equipment............... 3 to 7 years We review our long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. In reviewing recoverability, we estimate the future cash flows expected to result from using the assets and eventually disposing of them. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss is recognized based upon the asset's fair value. USE OF ESTIMATES In the preparation of our financial statements in conformity with generally accepted accounting principles, we have made estimates and assumptions that affect the following: o reported amounts of assets and liabilities at the date of the financial statements; o disclosure of contingent assets and liabilities at the date of the financial statements; and o reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. IMPOUND ACCOUNTS The U.S. Department of Housing and Urban Development ("HUD") finances certain of our properties. HUD holds our funds in impound accounts for payment of property taxes, insurance and future property improvements (replacement reserves) on these properties. We include these impound accounts in other assets. 5 6 LOAN FEES We amortize loan fees using the interest method over the term of the notes payable and include them in other assets. REVENUE RECOGNITION Rent agreements with tenants are on a month-to-month basis. We apply advance deposits to the first month's rent. Revenue is recognized in the month earned for rent and assisted living services. (2) TRANSACTIONS WITH AFFILIATES We have an agreement with ARV Assisted Living, Inc. ("ARV"), our Managing General Partner, providing for a property management fee of five percent of gross revenues amounting to $284,000 and $257,000 for the three-month periods ended March 31, 2001 and 2000, respectively. Additionally, we pay to ARV a partnership management fee of ten percent of cash flow before distributions, as defined in the Partnership Agreement, which amounted to $84,000 and $43,000 for the three-month periods ended March 31, 2001 and 2000, respectively. (2) NOTES PAYABLE Notes payable consist of the following at March 31, 2001 and December 31, 2000 (in thousands):
MARCH 31, DECEMBER 31, 2001 2000 --------- ------------ Notes payable, bearing interest at fixed rate of 9.15, payable in monthly installments of principal and interest totaling $16.2 collateralized by property, maturities ranging from January 2001 through January 2002 ................................................. $ 1,870 $11,448 Notes payable, bearing interest at rates of 7.75% and 8.06%, payable in monthly installments of principal and interest totaling $283.0 collateralized by property, maturities ranging from January 2036 to March 2036 ................................................... 39,980 29,778 ------- ------- 41,850 41,226 Less amounts payable in the next year ................................ 2,090 3,866 ------- ------- $39,760 $37,360 ======= =======
The future annual principal payments of the notes payable at March 31, 2001 are as follows (in thousands): Twelve month period ending March 31, 2002............ $2,090 Twelve month period ending March 31, 2003............ 240 Twelve month period ending March 31, 2004............ 260 Twelve month period ending March 31, 2005............ 281 Twelve month period ending March 31, 2006............ 304 Thereafter........................................... 38,675 ------ $41,850
In the quarter ended March 31, 2001, certain notes payable were refinanced and the prior debt extinguished, resulting in an extraordinary loss due to the remaining costs which were written off at the time of the refinancing. 6 7 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Operating Results Before Extraordinary Item For the Three Months Ended March 31, 2001 and 2000 (Unaudited) (In millions)
(DOLLARS IN MILLIONS) For the Three Months Ended March 31, ------------------ Increase/ 2001 2000 (decrease) ------ ------ ---------- Revenues: Assisted living community revenue ................. $ 5.6 $ 5.1 10.42% Interest and other revenue ........................ 0.1 0.1 12.85% ------ ------ ------ Total revenues ............................ 5.7 5.2 10.47% ------ ------ ------ Costs and expenses: Assisted living operating expenses ................ 3.7 3.5 6.48% General and administrative ........................ 0.2 0.1 38.42% Communities rent .................................. 0.1 0.1 4.68% Depreciation and amortization ..................... 0.4 0.6 (23.96)% Property taxes .................................... 0.2 0.2 23.32% Advertising ....................................... 0.0 0.1 (47.95)% Interest .......................................... 0.9 0.9 (1.47)% ------ ------ ------ Total costs and expenses .................. 5.5 5.5 2.01% ------ ------ ------ Net income (loss) before extraordinary loss $ 0.2 $ (0.3) 165.89% ====== ====== ======
Assisted living community revenue increased $0.5 million, or 10.42%, from $5.1 million for the quarter ended March 31, 2000 to $5.6 million for the quarter ended March 31, 2001 primarily due to the following: o an increase in the average rate per occupied unit to $2,230 for the three-month period ended March 31, 2001 as compared with $2,099 for the three-month period ended March 31, 2000; and o an increase in average occupancy for our assisted living communities to 90.7% for the three-month period ended March 31, 2001 as compared with 88.0% for the three-month period ended March 31, 2000. Interest and other revenue remained relatively constant. Assisted living operating expenses increased $0.2 million, or 6.48%, from $3.5 million for the quarter ended March 31, 2000 to $3.7 million for the quarter ended March 31, 2001 primarily due to the following: o increased wages of staff; o incentive programs; and o increased worker's compensation premiums. General and administrative expense increased $0.05 million, or 38.42%, from $0.12 million for the quarter ended March 31, 2000 to $0.17 million for the quarter ended March 31, 2001 primarily due to inflation. Community rent expense remained relatively constant. Depreciation and amortization expense decreased $0.2 million, or 23.96%, from $0.6 million for the quarter ended March 31, 2000 to $0.4 million for the quarter ended March 31, 2001 primarily due to the reduced amortization of loan fees as a result of the refinancing of certain loans. Property tax expense increased 23.32% due to increased property values for the quarter ended March 31, 2001 compared to the quarter ended March 31, 2000. The decrease in advertising expenses is due to decreased advertising in the 2001 quarter. Interest expense remained relatively constant as the increase in debt was offset by lower interest rates. 7 8 LIQUIDITY AND CAPITAL RESOURCES Our unrestricted cash balances were $2.6 million and $2.2 million at March 31, 2001 and December 31, 2000, respectively. We expect the cash generated from operations from our properties and our ability to refinance certain ALCs will be adequate to pay operating expenses, make necessary capital improvements, and meet required principal reductions of debt. On a long-term basis, our liquidity is sustained primarily from cash flow provided by operating activities. During the quarter ending March 31, 2001 cash provided by operating activities was $0.5 million compared $0.7 million during the quarter ending March 31, 2000. The cash provided by operating activities during the quarter ended March 31, 2001 was a result of: net income of $0.1 million, adjusted for non-cash charges of: o $0.4 million of depreciation and amortization expense; o $0.3 million increase in net liabilities; and o $0.1 million from extraordinary loss from write off of loan fees; offset by o $0.3 million increase in other assets. During the quarter ended March 31, 2001 cash used in investing activities was $0.3 million compared to cash used in investing activities of $0.3 million during the quarter ended March 31, 2000. The cash used by investing activities during the 2001 quarter was primarily the result of $0.3 million for purchase of furniture and equipment. During the quarter ended March 31, 2001 cash provided by financing activities was $0.2 million as compared to cash used in financing activities of $0.2 million for the quarter ended March 31, 2000. The cash provided by financing activities during 2001 quarter was a result of: o $10.2 million of borrowing under notes payable; offset by: o $9.6 million of repayments of notes payable; and o $0.2 million of mortgage insurance. o $0.2 million of loan fees. As of March 31, 2001, of our 10 assisted living communities, 8 are owned directly, one is operated under a long-term operating lease, and one is owned subject to a ground lease. We contemplate spending approximately $835,000 for capital expenditures during 2001 for physical improvements at our communities. As of March 31, 2001 we have made approximately $341,000 in capital expenditures. Funds for these improvements are expected to be available from operations. We are not aware of any trends, other than national economic conditions which have had, or which may be reasonably expected to have, a material favorable or unfavorable impact on the revenues or income from the operations or sale of properties. We believe that if the inflation rate increases we will be able to pass the subsequent increase in operating expenses onto the residents of the communities by way of higher rental and assisted living rates. The implementation of price increases is intended to lead to an increase in revenue, however, those increases may result in an initial or permanent decline in occupancy and/or a delay in increasing occupancy. If this occurs, revenues may remain constant or decline. ITEM 3. QUANATITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to market risks related to fluctuations in the interest rates on our fixed rate notes payable. With respect to our fixed rate notes payable, changes in the interest rates affect the fair market value of the notes payable, but not our earnings or cash flows. We do not have an obligation to prepay fixed rate debt prior to maturity, and as a result, interest rate risk and changes in fair market value should not have a significant impact on the fixed rate debt until the earlier of maturity and any required refinancing of such debt. We do not currently have any variable interest rate debt and, therefore, are not subject to interest rate risk associated with variable interest rate debt. Currently, we do not utilize interest rate swaps. Less than 1% of our total assets and total contract revenues as of and for the periods ended March 31, 2001 and 2000 were denominated in currencies other than the U.S. Dollar; accordingly, we believe that we have no material exposure to foreign currency 8 9 exchange risk. This materiality assessment is based on the assumption that the foreign currency exchange rates could change unfavorably by 10%. We have no foreign currency exchange contracts. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We are from time to time subject to lawsuits and other matters in the normal course of business. While we cannot predict the results with certainty, we do not believe that any liability from any such lawsuits or other matters will have a material effect on our financial position, results of operations, or liquidity. ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY-HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K No reports on 8K were filed for the quarter ending March 31, 2001. Exhibit 10.1 Loan Agreement by and between Banc One Capital Funding Corporation and Retirement Inns II, LLC, incorporated by reference to 10Q for June 30, 1999 filed August 2, 1999. Exhibit 10.4 Loan Agreement by and between Banc One Capital Funding Corporation and Retirement Inns II, LLC(1) LLC, incorporated by reference to 10Q for June 30, 1999 filed August 2, 1999. Exhibit 10.5 Loan Agreement by and between Banc One Capital Funding Corporation and Retirement Inns II, LLC(1) LLC, incorporated by reference to 10Q for June 30, 1999 filed August 2, 1999. Exhibit 10.6 Loan Agreement by and between Banc One Capital Funding Corporation and Retirement Inns II, LLC(1) LLC, incorporated by reference to 10Q for June 30, 1999 filed August 2, 1999. Exhibit 10.7 Loan Agreement by and between Banc One Capital Funding Corporation and Retirement Inns II, LLC(1) LLC, incorporated by reference to 10Q for June 30, 1999 filed August 2, 1999. Exhibit 10.8 Loan Agreement by and between Banc One Capital Funding Corporation and Retirement Inns II, LLC(1) LLC, incorporated by reference to 10Q for June 30, 1999 filed August 2, 1999. Exhibit 10.9 Loan Agreement by and between Banc One Capital Funding Corporation and Retirement Inns II, LLC(1) LLC, incorporated by reference to 10Q for June 30, 1999 filed August 2, 1999. Exhibit 10.10 Loan Agreement by and between Banc One Capital Funding Corporation and Retirement Inns II, LLC(1) LLC, incorporated by reference to 10Q for June 30, 1999 filed August 2, 1999. Exhibit 10.11 Loan Agreement by and between Banc One Capital Funding Corporation and Retirement Inns II, LLC(1) LLC, incorporated by reference to 10Q for June 30, 1999 filed August 2, 1999. Exhibit 10.12 Letter Agreement as to the Loans in the aggregate amount of $39,703,100 from Banc One Capital Funding Corporation to Retirements Inns II LLC, incorporated by reference to 10Q for June 30, 1999 filed August 2, 1999. Exhibit 10.15 Note and Agreement as to Retirement Inns II, LLC LLC, incorporated by reference to 10Q for June 30, 1999 filed August 2, 1999.
9 10 Exhibit 10.75 Deed of Trust Note of ARV Burlingame, L.P. to Red Mortgage Capital, Inc., incorporated by reference to our 10K filed with the Securities and Exchange Commission as exhibit 10.75 on April 2, 2001. Exhibit 10.76 Allonge #1 to Deed of Trust Note of ARV Burlingame, L.P. to Red Mortgage Capital, Inc., incorporated by reference to our 10K filed with the Securities and Exchange Commission as exhibit 10.76 on April 2, 2001. Exhibit 10.77 Deed of Trust between ARV Burlingame, L.P. and Fidelity National Title Insurance, incorporated by reference to our 10K filed with the Securities and Exchange Commission as exhibit 10.77 on April 2, 2001. Exhibit 10.78 Regulatory Agreement for U.S. Department of Housing Multifamily Housing Projects between ARV Burlingame, L.P. and Secretary of Housing and Urban Development, incorporated by reference to our 10K filed with the Securities and Exchange Commission as exhibit 10.78 on April 2, 2001. Exhibit 10.79 Regulatory Agreement Nursing Homes Projects between ARV Burlingame, L.P. and Federal Housing Commissioner, incorporated by reference to our 10K filed with the Securities and Exchange Commission as exhibit 10.79 on April 2, 2001. Exhibit 10.80 Deed of Trust Note of ARV Campbell, L.P. to Red Mortgage Capital, Inc., incorporated by reference to our 10K filed with the Securities and Exchange Commission as exhibit 10.80 on April 2, 2001. Exhibit 10.81 Allonge #1 to Deed of Trust Note of ARV Campbell, L.P. to Red Mortgage Capital, Inc., incorporated by reference to our 10K filed with the Securities and Exchange Commission as exhibit 10.81 on April 2, 2001. Exhibit 10.82 Deed of Trust between ARV Campbell, L.P. and Fidelity National Title Insurance, incorporated by reference to our 10K filed with the Securities and Exchange Commission as exhibit 10.82 on April 2, 2001. Exhibit 10.83 Regulatory Agreement for U.S. Department of Housing Multifamily Housing Projects between ARV Campbell, L.P. and Secretary of Housing and Urban Development, incorporated by reference to our 10K filed with the Securities and Exchange Commission as exhibit 10.83 on April 2, 2001. Exhibit 10.84 Regulatory Agreement Nursing Homes Projects between ARV Campbell, L.P. and Federal Housing Commissioner, incorporated by reference to our 10K filed with the Securities and Exchange Commission as exhibit 10.84 on April 2, 2001. Exhibit 10.85 Deed of Trust Note of ARV Sunnyvale, L.P. to Red Mortgage Capital, Inc., incorporated by reference to our 10K filed with the Securities and Exchange Commission as exhibit 10.85 on April 2, 2001. Exhibit 10.86 Allonge #1 to Deed of Trust Note of ARV Sunnyvale, L.P. to Red Mortgage Capital, Inc., incorporated by reference to our 10K filed with the Securities and Exchange Commission as exhibit 10.86 on April 2, 2001. Exhibit 10.87 Deed of Trust between ARV Sunnyvale, L.P. and Fidelity National Title Insurance, incorporated by reference to our 10K filed with the Securities and Exchange Commission as exhibit 10.87 on April 2, 2001. Exhibit 10.88 Regulatory Agreement for U.S. Department of Housing Multifamily Housing Projects between ARV Sunnyvale, L.P. and Secretary of Housing and Urban Development, incorporated by reference to our 10K filed with the Securities and Exchange Commission as exhibit 10.88 on April 2, 2001. Exhibit 10.89 Regulatory Agreement Nursing Homes Projects between ARV Sunnyvale, L.P. and Federal Housing Commissioner, incorporated by reference to our 10K filed with the Securities and Exchange Commission as exhibit 10.89 on April 2, 2001. Exhibit 10.90 Deed of Trust Note of ARV Valley View, L.P. to Red Mortgage Capital, Inc., incorporated by reference to our 10K filed with the Securities and Exchange Commission as exhibit 10.90 on April 2, 2001. Exhibit 10.91 Deed of Trust between ARV Valley View, L.P. and Fidelity National Title Insurance, incorporated by reference to our 10K filed with the Securities and Exchange Commission as exhibit 10.91 on April 2, 2001. Exhibit 10.92 Regulatory Agreement for U.S. Department of Housing Multifamily Housing Projects between ARV Valley View, L.P. and Secretary of Housing and Urban Development, incorporated by reference to our 10K filed with the Securities and Exchange Commission as exhibit 10.92 on April 2, 2001. Exhibit 10.93 Regulatory Agreement Nursing Homes Projects between ARV Valley View, L.P. and Federal Housing Commissioner, incorporated by reference to our 10K filed with the Securities and Exchange Commission as exhibit 10.93 on April 2, 2001. Exhibit 10.94 Deed of Trust Note of ARV Daly City, L.P. to Red Mortgage Capital, Inc. Exhibit 10.95 Allonge #1 to Deed of Trust Note of ARV Daly City, L.P. to Red Mortgage Capital, Inc. Exhibit 10.96 Deed of Trust between ARV Daly City, L.P. and Fidelity National Title Insurance. Exhibit 10.97 Regulatory Agreement for U.S. Department of Housing Multifamily Housing Projects between ARV Daly City, L.P. and Secretary of Housing and Urban Development. Exhibit 10.98 Regulatory Agreement Nursing Homes Projects between ARV Daly City, L.P. and Federal Housing Commissioner. Exhibit 10.99 Deed of Trust Note of ARV Fremont, L.P. to Red Mortgage Capital, Inc. Exhibit 10.100 Allonge #1 to Deed of Trust Note of ARV Fremont, L.P. to Red Mortgage Capital, Inc.
10 11 Exhibit 10.101 Deed of Trust between ARV Fremont, L.P. and Fidelity National Title Insurance. Exhibit 10.102 Regulatory Agreement for U.S. Department of Housing Multifamily Housing Projects between ARV Fremont, L.P. and Secretary of Housing and Urban Development. Exhibit 10.103 Regulatory Agreement Nursing Homes Projects between ARV Fremont, L.P. and Federal Housing Commissioner.
11 12 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, we have duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AMERICAN RETIREMENT VILLAS PROPERTIES II, A CALIFORNIA LIMITED PARTNERSHIP, BY THE FOLLOWING PERSONS ON OUR BEHALF. ARV ASSISTED LIVING, INC. By: /s/ DOUGLAS M. PASQUALE ------------------------------- Douglas M. Pasquale Chief Executive Officer Date: May 15, 2001 Pursuant to the requirements of the Securities Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ DOUGLAS M. PASQUALE Chief Executive Officer May 15, 2001 ----------------------------------------------------- (Principal Executive Officer) Douglas M. Pasquale /s/ ABDO H. KHOURY President and Chief Financial Officer May 15, 2001 ----------------------------------------------------- (Principal Financial & Accounting Officer) Abdo H. Khoury
12 13 EXHIBIT INDEX Exhibit 10.94 Deed of Trust Note of ARV Daly City, L.P. to Red Mortgage Capital, Inc. Exhibit 10.95 Allonge #1 to Deed of Trust Note of ARV Daly City, L.P. to Red Mortgage Capital, Inc. Exhibit 10.96 Deed of Trust between ARV Daly City, L.P. and Fidelity National Title Insurance. Exhibit 10.97 Regulatory Agreement for U.S. Department of Housing Multifamily Housing Projects between ARV Daly City, L.P. and Secretary of Housing and Urban Development. Exhibit 10.98 Regulatory Agreement Nursing Homes Projects between ARV Daly City, L.P. and Federal Housing Commissioner. Exhibit 10.99 Deed of Trust Note of ARV Fremont, L.P. to Red Mortgage Capital, Inc. Exhibit 10.100 Allonge #1 to Deed of Trust Note of ARV Fremont, L.P. to Red Mortgage Capital, Inc. Exhibit 10.101 Deed of Trust between ARV Fremont, L.P. and Fidelity National Title Insurance. Exhibit 10.102 Regulatory Agreement for U.S. Department of Housing Multifamily Housing Projects between ARV Fremont, L.P. and Secretary of Housing and Urban Development. Exhibit 10.103 Regulatory Agreement Nursing Homes Projects between ARV Fremont, L.P. and Federal Housing Commissioner.