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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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
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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.
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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.
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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.
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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
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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.