UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 25, 2009
CNL Lifestyle Properties, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Maryland | | 000-51288 | | 20-0183627 |
(State or other jurisdiction of incorporation) | | (Commission file number) | | (IRS employer identification no.) |
| | |
450 South Orange Ave. Orlando, Florida | | 32801 |
| (Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code: 407-650-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01 | Regulation FD Disclosure |
On August 25, 2009, the Company will hold a conference call for financial advisors to review second quarter 2009 financial results and highlight portfolio performance. A copy of the script for that call is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
The script includes information about Funds from Operations (“FFO”) and Modified Funds from Operations (“Modified FFO”). FFO is a supplemental non-GAAP financial measure used by the real estate industry to measure the operating performance of real estate assets. Modified FFO excludes acquisition fees and costs related to business combinations which were required to be expensed effective January 1, 2009 in connection with the adoption of FAS 141R. Prior to January 1, 2009, acquisition fees and costs were capitalized and allocated to the cost of properties acquired or investment made and depreciated over the estimated useful lives of our investments. Accordingly, we believe that in order to facilitate comparability and a clearer understanding of our period –over– period ongoing operating results, and to remove the effects of acquisition fees and costs that are funded through offering proceeds rather than paid with cash generated from operations, which is more reflective of a stabilized asset base, Modified FFO should be considered in addition to net income and cash flows as reported in the accompanying condensed consolidated financial statements as well as FFO described above. A reconciliation of FFO to Modified FFO is included in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.
The information in this Current Report, including the exhibit hereto, is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits
| | 99.1 | Script for Conference Call |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: August 25, 2009 | | | | | | CNL LIFESTYLE PROPERTIES, INC. |
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| | | | | | /s/ Tammie A. Quinlan |
| | | | | | Name: | | Tammie A. Quinlan |
| | | | | | Title: | | Chief Financial Officer and
Executive Vice President |
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