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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
Commission file number 1-9360
AMERICAN LAND LEASE, INC.
(Exact name of registrant as specified in its charter)
Delaware 84-1500244
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
29399 U.S. Hwy 19, North Suite 320 33761
Clearwater, Florida (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (727) 726-8868
2637 McCormick Drive 33759
Clearwater, Florida (Zip Code)
(Former Address)
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 [ ].
AS OF MAY 4, 2001, 8,424,913 SHARES OF COMMON STOCK WERE OUTSTANDING.
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AMERICAN LAND LEASE, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
TABLE OF CONTENTS
PAGE
----
PART I. FINANCIAL INFORMATION:
Item 1. Condensed Consolidated Financial Statements:
Balance Sheets as of March 31, 2001 (unaudited)
and December 31, 2000............................................ 1
Statements of Income for the three months ended
March 31, 2001 and 2000 (unaudited)............................... 2
Statements of Cash Flows for the three months ended
March 31, 2001 and 2000 (unaudited)............................... 3
Notes to Financial Statements (unaudited)........................... 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk.... 18
PART II. OTHER INFORMATION:
Item 6. Exhibits and Reports on Form 8-K.............................. 19
(i)
AMERICAN LAND LEASE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
March 31, December 31,
2001 2000
--------- ---------
(unaudited)
ASSETS
Real estate, net of accumulated depreciation of $12,200 and
$12,238 $ 186,407 $ 196,969
Cash and cash equivalents 6,834 1,217
Inventory 7,605 6,476
Other assets, net 11,270 11,640
--------- ---------
Total Assets $ 212,116 $ 216,302
========= =========
LIABILITIES
Secured long-term notes payable $ 91,269 $ 89,697
Secured short-term financing -- 7,867
Accounts payable and accrued liabilities 5,697 5,816
--------- ---------
Total liabilities 96,966 103,380
--------- ---------
COMMITMENTS AND CONTINGENCIES -- --
MINORITY INTEREST IN OPERATING PARTNERSHIP 15,155 14,811
MINORITY INTEREST IN OTHER ENTITIES 576 576
STOCKHOLDERS' EQUITY
Preferred stock, par value $.01 per share, 1,000 shares
authorized; no shares issued or outstanding -- --
Common stock, par value $.01 per share, 12,000 shares authorized;
8,425 and 8,355 shares issued; and 7,251 and 7,222 shares
outstanding, respectively 84 84
Additional paid-in capital 278,194 277,455
Notes receivable on common stock purchases (1,352) (964)
Deferred compensation on restricted stock (334) --
Dividends in excess of accumulated earnings (157,271) (159,603)
Treasury stock, 1,174 and 1,133 shares, at cost (19,902) (19,437)
--------- ---------
99,419 97,535
--------- ---------
Total Liabilities and Stockholders' Equity $ 212,116 $ 216,302
========= =========
See Notes to Condensed Consolidated Financial Statements.
1
AMERICAN LAND LEASE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)
Three Months
Ended March 31,
------------------------
2001 2000
------- -------
RENTAL PROPERTY OPERATIONS
Rental and other property revenues $ 6,107 $ 4,632
Income on participating mortgages and leases -- 600
Property operating expenses (2,415) (1,709)
Depreciation (1,609) (1,089)
------- -------
Income from rental property operations 2,083 2,434
SALES OPERATIONS
Home sales revenues 3,177 2,283
Cost of home sales (2,679) (1,905)
Selling and marketing expenses (721) (788)
Minority interest in sales operations -- 139
------- -------
Loss from sales operations (223) (271)
General and administrative expenses (464) (437)
Interest and other income 359 81
Interest expense (975) (894)
Commercial Assets management fees -- 141
Amortization of management contracts -- (516)
Equity in earnings of Commercial Assets -- 208
Gain on sale of real estate 3,977 109
------- -------
Income before minority interest in Operating Partnership 4,757 855
Minority interest in Operating Partnership (605) (135)
------- -------
Net income $ 4,152 $ 720
======= =======
Basic and diluted earnings per share $0.58 $0.13
======= =======
Weighted average common shares outstanding 7,181 5,572
======= =======
Weighted average common shares and common share equivalents outstanding 7,192 5,572
======= =======
Dividends paid per share $0.25 $0.25
======= =======
See Notes to Condensed Consolidated Financial Statements.
2
AMERICAN LAND LEASE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Three Months
Ended March 31,
-------------------------------
2001 2000
-------- -------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 4,152 $ 720
Adjustments to reconcile net income to net cash flows provided by
operating activities:
Depreciation and amortization 1,667 1,647
Amortization of discount on secured long-term notes payable 66 --
Minority interest in Operating Partnership and sales operations 605 (55)
Equity in earnings of Commercial Assets -- (106)
Income from participating mortgages -- (600)
Gain on sale of real estate (3,977) (109)
(Increase) decrease in operating assets and liabilities (1,796) (643)
-------- -------
Net cash provided by operating activities 717 854
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of real estate 14,546 2,510
Purchases of real estate -- (765)
Capital replacements and improvements (2,356) (1,259)
Dividends from Commercial Assets -- 359
Proceeds from notes receivable 75 --
Principal collection on MBS bonds 1,191 --
-------- -------
Net cash provided by investing activities 13,456 845
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of Common Stock dividends (1,820) (1,408)
Payment of distributions to minority interest in Operating Partnership (261) (261)
Proceeds from secured long-term notes payable 11,578 103
Principal paydowns on secured long-term notes payable (10,071) (461)
Proceeds from secured short-term financing -- 638
Principal paydowns on secured short-term financing (7,867) --
Purchase of common stock (465) --
Proceeds from notes receivable 7 8
Payment of loan costs (306) --
Collections of escrowed funds 649 --
-------- -------
Net cash used in financing activities (8,556) (1,381)
-------- -------
NET INCREASE IN CASH AND CASH EQUIVALENTS 5,617 318
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,217 570
-------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 6,834 $ 888
======== =======
See Notes to Condensed Consolidated Financial Statements.
3
AMERICAN LAND LEASE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
A. THE COMPANY
American Land Lease, Inc. ("ALL" and, together with its subsidiaries and its
predecessors, the "Company"), formerly Asset Investors Corporation ("AIC"), is a
Delaware corporation incorporated on May 25, 1999. Prior to May 25, 1999, AIC
was a Maryland corporation. ALL has elected to be taxed as a real estate
investment trust ("REIT"). ALL is the sole general partner of Asset Investors
Operating Partnership, L.P. (the "Operating Partnership") and held an
approximate 87% interest in the Operating Partnership as of March 31, 2001. The
Operating Partnership directly and indirectly owns and operates land lease
communities. ALL's Common Stock, par value $.01 per share ("Common Stock"), is
listed on the New York Stock Exchange under the symbol "ANL."
Interests in the Operating Partnership held by limited partners other than ALL
are referred to as "OP Units". The Operating Partnership's income is allocated
to holders of OP Units based on the weighted average number of OP Units
outstanding during the period. The Operating Partnership records the issuance
of OP Units and the assets acquired in purchase transactions based on the market
price of the Company's common stock at the date of the execution of the purchase
contract. The holders of the OP Units receive distributions, prorated from the
date of issuance, in an amount equivalent to the dividends paid to holders of
common stock. After holding the OP Units for one year, the limited partners
generally have the right to redeem their OP Units for cash. Notwithstanding
that right, the Operating Partnership may elect to acquire some or all of the OP
Units tendered for redemption in exchange for shares of common stock in lieu of
cash. At March 31, 2001, the Operating Partnership had 1,045,000 OP units
outstanding, excluding those owned by ALL.
B. PRESENTATION OF FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements of the Company have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for
the three months ended March 31, 2001, are not necessarily indicative of the
results that may be expected for the year ending December 31, 2001.
The balance sheet at December 31, 2000 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
For further information, refer to the statements and notes thereto included on
Form 10-K for the year ended December 31, 2000. Certain 2000 financial
statement amounts have been reclassified to conform to the 2001 presentation.
4
C. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The Condensed Consolidated Financial Statements include the accounts of ALL, the
Operating Partnership and all majority-owned subsidiaries. The minority
interest in the Operating Partnership represents OP Units. All significant
intercompany balances and transactions have been eliminated in consolidation.
The Company's investment in Commercial Assets, Inc. prior to its merger with
American Land Lease, Inc. on August 11, 2000 was recorded under the equity
method.
Rental Properties and Depreciation
Rental properties are recorded at cost less accumulated depreciation, unless
considered impaired. If events or circumstances indicate that the carrying
amount of a property may be impaired, the Company will make an assessment of its
recoverability by estimating the future undiscounted cash flows, excluding
interest charges, of the property. If the carrying amount exceeds the aggregate
future cash flows, the Company would recognize an impairment loss to the extent
the carrying amount exceeds the fair value of the property. As of March 31,
2001, management believes that no impairments exist based on periodic reviews.
No impairment losses were recognized for the three months ended March 31, 2001
and 2000.
Depreciation is computed using the straight-line method over an estimated useful
life of 25 years for land improvements and buildings and five years for
furniture and other equipment. Significant renovations and improvements, which
improve or extend the useful life of the asset, are capitalized and depreciated
over the remaining estimated life. Maintenance, repairs and minor improvements
are expensed as incurred.
Inventory
Inventories are recorded at the lesser of cost or market. At March 31, 2001,
there was no reserve for inventory losses.
Revenue Recognition
The Company derives most of its income from the rental of homesites. The leases
entered into by residents for the rental of the site are generally for terms not
longer than one year and the rental revenues associated with the leases are
recognized when earned and due from residents. Property management revenues for
services provided to communities not owned by the Company are recognized when
earned.
Home sales by the Company are recorded upon the closing of the sale transaction
and title passing to the purchaser.
Deferred Financing Costs
Fees and costs incurred in obtaining financing are capitalized. Such costs are
amortized over the terms of the related loan agreements using the effective
interest method and are charged to interest expense.
5
Income Taxes
ALL has elected to be taxed as a REIT as defined under the Internal Revenue Code
of 1986, as amended (the "Code"). In order for ALL to qualify as a REIT, among
other requirements, specified percentages of its income and assets must consist
of certain qualifying categories.
As a REIT, ALL generally will not be subject to federal income taxes at the
corporate level if it distributes at least 90% of its REIT taxable income to its
stockholders (or 95% prior to January 1, 2001). REITs are also subject to a
number of other organizational and operational requirements. If ALL fails to
qualify as a REIT in any taxable year, its taxable income will be subject to
federal income tax at regular corporate rates (including any applicable
alternative minimum tax). Even if ALL qualifies as a REIT, it may be subject to
certain state and local income taxes and to federal income and excise taxes on
its undistributed income.
At March 31, 2001, ALL's net operating loss ("NOL") carryover was approximately
$95,000,000 and its capital loss carryover was approximately $413,000. The NOL
carryover may be used to offset all or a portion of ALL's REIT income, and as a
result, to reduce the amount that ALL is required to distribute to stockholders
to maintain its status as a REIT. The NOL carryover is scheduled to expire
between 2007 and 2009, and the capital loss carryover is scheduled to expire in
2001.
Earnings Per Share
Basic earnings per share for the three months ended March 31, 2001 and 2000 are
based upon the weighted-average number of shares of Common Stock outstanding
during each such period. Diluted earnings per share for the three months ended
March 31, 2001 reflect the effect of dilutive, unexercised stock options of
10,392, without regard to vesting restrictions on options issued. For the three
months period ended March 31, 2001 and 2000, 580,300 and 508,000 stock options
were excluded from the computation of diluted earnings per share due to their
antidilutive effect.
Development and Redevelopment
The Company capitalizes direct and indirect costs (including interest, taxes and
other costs) in connection with the development of unoccupied sites and the
redevelopment of its owned properties during the periods of construction or
development. Interest of $721,000 and $419,000 was capitalized for the three
months ended March 31, 2001 and 2000, respectively.
Treasury Stock
Prior to August 2000, the Company owned approximately 27% of Commercial Assets'
common stock. In connection with the August 2000 merger of ALL and Commercial
Assets, these shares of Commercial Assets were converted into 1,125,000 shares
of the Company's Common Stock and have been recorded as treasury stock for
accounting purposes. On October 17, 2000 the Board of Directors authorized the
Company to repurchase up to 2,000,000 shares of the outstanding Common Stock.
The timing of stock purchases is at the discretion of management. The Company
repurchased 41,000 shares of Common Stock during the three months ended March
31, 2001 at an average price of $11.29 per share.
6
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
D. MERGER WITH COMMERCIAL ASSETS
Effective August 11, 2000, ALL and Commercial Assets, Inc. merged. Prior to the
merger, the Company owned 2,761,000 shares (approximately 27%) of the common
stock of Commercial Assets. Pursuant to the amended merger agreement,
Commercial Assets shareholders, with the exception of the Company, its officers
and directors, and the officers and directors of Commercial Assets, were
provided an election to receive either (1) $5.75 in cash per share of Commercial
Assets common stock or (2) 0.4075 shares of ALL Common Stock per share of
Commercial Assets common stock.
As a result of the merger, the Company acquired the remaining shares of
Commercial Assets by paying $20,418,000 in cash for 3,551,000 Commercial Assets
shares and issuing 1,664,000 shares of ALL Common Stock with a trading value of
$20,067,000 for 4,085,000 Commercial Assets shares, excluding ALL shares issued
in exchange for the Commercial Assets shares previously held by the Company,
which have been recorded as treasury stock. The merger with Commercial Assets
was recorded using the purchase method of accounting. The aggregate purchase
price was $97,372,000 (including the Company's previous investment in Commercial
Assets of $18,875,000, assumption of liabilities and minority interest of
$34,020,000 and transaction costs of $3,992,000).
E. REAL ESTATE
Real estate at March 31, 2001 and December 31, 2000, was (in thousands):
March 31, December 31,
2001 2000
-------- --------
Land $ 37,854 $ 38,514
Land improvements and buildings 160,383 170,215
Furniture and other equipment 370 478
-------- --------
198,607 209,207
Less accumulated depreciation (12,200) (12,238)
-------- --------
Real estate, net $186,407 $196,969
======== ========
Land improvements and buildings consist primarily of infrastructure, roads,
landscaping, clubhouses, maintenance buildings and common amenities.
7
During the three month period ended March 31, 2001, the Company sold three
properties containing 604 operational homesites to unaffiliated third parties.
Cash proceeds of approximately $14.5 million were used to repay all of the
Company's short term indebtedness and a portion of the Company's outstanding
indebtedness. The Company recognized a gain of approximately $4.0 million on the
disposition of these properties, each of which was sold at a gain.
During the three month period ended March 31, 2000, the Company sold one
property containing 138 operational homesites to an unaffiliated third party.
Cash proceeds from the sales of approximately $2.5 million were used to repay a
portion of the Company's outstanding indebtedness. The Company recognized a
gain of approximately $0.1 million on the disposition of this property.
F. HOME SALES BUSINESS
Effective January 1, 2000, the Company acquired assets of Brandywine Home Sales
Corporation, which previously conducted home sales activities at our properties.
The Company now engages in this business through our home sales subsidiary in
order to accelerate the rate of absorption at our development properties through
the origination of new ground leases. Through the date of our merger with
Commercial Assets, the Company owned approximately 62% of the home sales
business in the form of nonvoting stock of the subsidiary, with the balance of
the subsidiary's non-voting stock owned by Commercial Assets. Two of our
directors owned, directly or indirectly, all of the voting stock of the
subsidiary, comprising 5% of its equity.
The Company views the home sales activities as a way to convert land held for
development to leased land with long term cash flows. The Company evaluates the
home sales activity on the same return on investment basis that it uses for
acquiring stabilized properties. The leases originated during the three months
ended March 31, 2001 by the home sales subsidiary are estimated to result in a
first year return on investment of 12.8%, as shown below based upon pro forma
information:
Sites Leased 38
Estimated first year annualized profit on leases originated $110,000
Development costs of sites leased $662,000
Loss from home sales business $202,000
Total costs incurred to originate leases $864,000
Estimated first year annualized return on investment 12.8%
8
G. SECURED LONG-TERM NOTES PAYABLE
March 31, 2001 December 31, 2000
-------------- -----------------
Fixed rate, ranging from 6.5% to 8.75%, fully
amortizing, non-recourse notes maturing at various
dates from 2018 through 2024 $75,684 $64,730
Fixed rate, ranging from 7.4% to 8.2%, partially
amortizing, non-recourse notes maturing at various
dates from 2007 through 2011 11,589 16,117
Recourse note discounted at 7.0% maturing in 2002 3,996 3,930
Floating rate equal to LIBOR plus 2.5% (7.24% at
March 31, 2001), partially amortizing, recourse note
maturing at August 2001 -- 4,920
------- -------
$91,269 $89,697
======= =======
H. SECURED SHORT-TERM FINANCING
In April 2000, the Company entered into a $15,000,000 revolving line of credit
with a bank. The line of credit bears interest at the bank's prime rate (8.5%
at March 31, 2001) and matures in May 2001. The line of credit is secured by
three manufactured home communities and one recreational vehicle park which have
a combined net book value of $17,070,000 at March 31, 2001. At March 31, 2001,
no amounts are outstanding and available borrowing capacity under the revolving
line of credit was $15,000,000.
During 2000, the Company had a $2,120,000 promissory note payable to Community
Management Investors Corporation ("CMIC") that was scheduled to mature in
January 2001 and bore interest at 8.5%. The Company purchased CMIC's 50%
interest in two property management companies as of January 1, 2000 in exchange
for the note payable. This resulted in the Company owning 100% of the property
management companies. The Company's President owns 35% of CMIC, and the
Company's Vice President of Development owns 20% of CMIC. In August 2000, the
Company repaid the note.
I. COMMITMENTS AND CONTINGENCIES
The Company is party to various legal actions resulting from its operating
activities. These actions are routine litigation and administrative proceedings
arising in the ordinary course of business, some of which are covered by
liability insurance, and none of which is expected to have a material adverse
effect on the consolidated financial condition or results of operations of the
Company and its subsidiaries taken as a whole.
9
As a result of the Company's merger with Commercial Assets in August 2000,
the Company became subject to an earn-out agreement relating to a manufactured
home community with respect initially to 170 unoccupied homesites. The Company
pays an additional $17,000 pursuant to the earn-out agreement for each newly
occupied homesite. During the three months ended March 31, 2001, the Company
advanced $69,000 for newly unoccupied homesites subject to the earn-out. At
March 31, 2001, there were 149 unoccupied homesites subject to the earn-out.
In connection with the acquisition of a manufactured home community, the Company
entered into an earn-out agreement with respect initially to 142 unoccupied
homesites. The Company pays an additional $17,000 pursuant to the earn-out
agreement for each newly occupied homesite either in the form of cash or 946 OP
Units, as determined by the seller. During each of the three months ended March
31, 2001 and 2000, the Company advanced $65,500 and $83,000 in cash for newly
occupied homesites. At March 31, 2001, there were 100 unoccupied homesites
subject to the earn-out.
As a result of the Company's merger with Commercial Assets in August 2000,
the Company became subject to an earn-out agreement on a mini storage facility
with 391 units whereby it will pay the former owner an amount equal to the
increase in the property's net operating income divided by 9.5% up to a maximum
of $2,160,000. At March 31, 2001, $1,885,000 remained unpaid under the earn-out
agreement.
As a result of the Company's merger with Commercial Assets in August 2000,
the Company became subject to an agreement to invest up to an additional
$680,000 in a real estate joint venture beginning November 2000. No amount has
been paid from inception of the agreement through March 31, 2001.
J. COMMON STOCK AND DIVIDENDS
The Company has adopted a key employee stock purchase assistance plan whereby
the Company may extend credit to officers and key executives to purchase the
Company's Common Stock through the exercise of options. These loans are secured
by the shares issued and are repaid pursuant to partial recourse promissory
notes. The notes bear interest at 7.5% payable quarterly and the loans mature at
various times in 2009 and 2010. These loans are included as a separate component
of stockholders' equity under the caption Notes Receivable on Common Stock
Purchases. During 2001, an executive officer of the Company exercised options to
purchase 40,000 shares of common stock by issuing a note payable to the Company
of $395,000. The options were simultaneously issued and exercised at the market
price on the date of issuance.
The amount receivable for these notes was $1,352,000 and $964,000 at December
31, 2001 and March 31, 2000, respectively. At March 31, 2001, $342,000 of the
balance due was recourse to the respective executive officer and $1,030,000 was
non-recourse.
10
On February 15, 2001, the Company made an award of 30,000 restricted stock
shares to key executives under the 1998 Stock Option Plan. The stock vests in
equal installments at various dates from 2005 through 2006. The fair value of
the stock of $343,500 has been recorded as deferred compensation and is
reflected as a reduction of equity. Compensation expense is recognized ratably
over the vesting period. For the three months ended March 31, 2001, the Company
recognized compensation expense of $9,300 related to this award.
During the three month periods ended March 31, 2001 and 2000, the Company paid
$0.25 per share dividends on common stock and OP Units totaling $1,820,000 and
$1,669,000, respectively.
K. TRANSACTIONS WITH RELATED PARTIES
Commercial Assets Management Agreement
The Commercial Assets Management Agreement was terminated on August 1, 2000 as a
result of the Company's acquisition of Commercial Assets. The Company earned
management fees under the Commercial Assets Management Agreement during the
three months ended March 31, 2000 totaling $141,000. As of August 11, 2000,
(the date of the Company's acquisition of Commercial Assets) the net book value
of the Commercial Assets Management Agreement was $638,000, and the Company
expensed this amount in August 2000.
Formation of Taxable REIT Subsidiary
During 2000, certain subsidiaries of the company and other entities engaged in
activities and received fees that would not otherwise be permitted under the tax
rules governing REITs during the year. In order to allow us to maintain our
REIT status for federal income tax purposes, activities related to home sales,
golf course, and certain utilities operations were conducted through entities in
which Messrs. Considine and Rhodes, the Company's Chief Executive Officer and a
director respectively, directly or indirectly, owned the outstanding voting
securities of these entities equally. We owned all of the outstanding non-voting
common stock of these entities.
H.R. 1180, the Work Incentives Improvement Act of 1999 (the "Act") was enacted
on December 17, 1999 and contained several provisions known as the REIT
Modernization Act. The Act was effective January 1, 2001.
After the effective date of the Act, the Company is permitted to own voting
control of Taxable REIT Subsidiaries which provide certain services which cannot
be provided directly by the Company. As a result and as of January 1, 2001, the
Company has agreed to purchase from Messrs. Considine and Rhodes their entire
interest, which included voting control in these entities and "preferred stock
subsidiaries," for consideration including cancellation or assumption of debt
totaling $68,000 and amounts due under lease agreements.
11
L. RECENT ACCOUNTING DEVELOPMENTS
In June 1998, Statement of Financial Accounting Standards No. 133, Accounting
for Derivative Instruments and Hedging Activities ("Statement 133") was issued.
In June 2000, Statement of Financial Accounting Standards No. 138, Accounting
for Certain Derivative Instruments and Hedging Activities, an amendment of FASB
Statement No. 133 ("SFAS 138") was issued. SFAS 133 and SFAS 138 address the
accounting for derivative instruments, including certain derivative instruments
embedded in other contracts, and hedging activities. The Company has adopted
SFAS 133 and SFAS 138 in the first quarter of 2001, which did not have a
material effect on its financial position or results of operations.
In September 2000, Statement of Financial Accounting Standards No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities ("SFAS 140") was issued. SFAS 140 provides accounting and
reporting standards for transfers and servicing of financial assets and
extinguishments of liabilities. SFAS is effective for recognition and
reclassification of collateral and for disclosures relating to securitization
transactions and collateral for fiscal years ending after December 15, 2000 and
is effective for transfers and servicing of financial assets and extinguishments
of liabilities occurring after March 31, 2001. The Company anticipates that the
adoption of SFAS 140 will not have a material effect on its financial position
or results of operations.
M. SUBSEQUENT EVENTS
Dividend Declared
On May 1, 2001, the Board of Directors declared a quarterly cash dividend of
$0.25 per common share for the quarter ended March 31, 2001, payable on May 22,
2001, to stockholders of record on May 10, 2001.
Inventory Wholesale Credit Facility
In April 2001, the Company entered into a $7,000,000 floor plan credit facility
with a lender expiring April 2003. Advances are made under the facility for
100% of new inventory purchases and bear interest at the prime rate with
spreads ranging from 0% to 2.5% based upon the manufacturer and age of the
inventory. Advances under the facility require principal repayments of 3% after
one year and payment in full within 1 1/2 years.
12
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
INTRODUCTION
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements in certain circumstances. Certain information
included in this report and our other filings with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, as well as information communicated orally or
in writing between the dates of these SEC filings, constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements may include projections relating to our cash flow,
dividends, anticipated returns on real estate investments and opportunities to
acquire additional communities. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause our actual
results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking
statements. Such factors include: general economic and business conditions;
interest rate changes; financing and refinancing risks; risks inherent in owning
real estate or debt secured by real estate; future development rate of
homesites; competition; the availability of real estate assets at prices which
meet our investment criteria; our ability to reduce expense levels, implement
rent increases, use leverage and other risks set forth in our SEC filings.
The components of our portfolio are as follows:
Operational Developed Undeveloped RV
Homesites Homesites Homesites Sites Total
----------- --------- ----------- ----- -----
As of December 31, 2000 6,350 1,291 1,761 129 9,531
Properties sold (604) (4) -- -- (608)
New leases originated 38 (38) -- -- --
----- ----- ----- --- -----
As of March 31, 2001 5,784 1,249 1,761 129 8,923
----- ----- ----- --- -----
In this report, the words "the Company," "we," "ALL" and "us" refer to American
Land Lease, Inc., a Delaware corporation, our predecessor, Asset Investors
Corporation and, where appropriate, our subsidiaries.
OPERATING STRATEGY
We measure our economic profitability based on Funds From Operations or "FFO",
less an annual capital replacement reserve of at least $50 per developed
homesite. This reserve is management's estimate based on its experience in
owning, operating and managing manufactured home communities. We believe that
the presentation of FFO, when considered with the financial data determined in
accordance with generally accepted accounting principles, provides a useful
measure of our performance.
FFO is defined by the Board of Governors of the National Association of Real
Estate Investment Trusts ("NAREIT") as net income (loss), computed in accordance
with generally accepted accounting principles, excluding gains and losses from
debt restructuring and sales of property, plus real estate related depreciation
and amortization (excluding amortization of financing costs), and after
adjustments for unconsolidated partnerships and joint ventures. We calculate
FFO based upon the NAREIT definition, as further adjusted for minority interest
in the Operating Partnership and non-cash charges that do not reflect a
diminution in economic value. There can be no assurance that our basis for
computing FFO is comparable with that of other real estate investment trusts.
13
For the three months ended March 31, 2001 and 2000, our FFO was (in thousands):
Three Months
Ended March 31,
----------------------
2001 2000
------- ------
Income (loss) before minority interest in Operating
Partnership $ 4,757 $ 855
Real estate depreciation 1,609 1,089
Amortization of management contracts -- 516
Gain on sale of real estate (3,977) (109)
Equity in Commercial Assets' adjustments for FFO -- 131
------- ------
Funds From Operations (FFO) $ 2,389 $2,482
======= ======
Weighted average common shares and OP Units
outstanding 8,236 6,617
======= ======
For the three months ended March 31, 2001 and 2000, net cash flows were as
follows (in thousands):
Three Months
Ended March 31,
------------------------------
2001 2000
------- -------
Cash provided by operating activities $ 717 $ 854
Cash provided by investing activities 13,456 845
Cash used in financing activities (8,556) (1,381)
MERGER WITH COMMERCIAL ASSETS
Effective August 11, 2000, ALL and Commercial Assets merged. Prior to the
merger, the Company owned 2,761,000 shares of Commercial Assets representing
approximately 27% of Commercial Assets' issued and outstanding shares. Pursuant
to the amended merger agreement, Commercial Assets stockholders, with the
exception of the Company and its officers and directors and the officers and
directors of Commercial Assets, were provided an election to receive either (1)
$5.75 in cash per share of Commercial Assets common stock or (2) 0.4075 shares
of our Common Stock per share of Commercial Assets common stock.
As a result of the merger, we effectively acquired the remaining shares of
Commercial Assets by paying $20,418,000 in cash for 3,551,000 Commercial Assets
shares and issuing 1,664,000 shares of our Common Stock with a trading value of
$20,067,000 for 4,085,000 Commercial Assets shares excluding ALL shares issued
in exchange for the Commercial Assets shares previously held by the Company,
which have been recorded as treasury stock. The merger with Commercial Assets
was recorded using the purchase method of accounting. The aggregate purchase
price was $97,372,000 (including the Company's previous investment in Commercial
Assets of $18,875,000, assumed liabilities and minority interest of $34,020,000
and transaction costs of 3,992,000).
14
RESULTS OF OPERATIONS FOR THE
THREE MONTHS ENDED MARCH 31, 2001
COMPARISON OF THREE MONTHS ENDED MARCH 31, 2001 TO THREE MONTHS ENDED MARCH 31,
2000
Rental Property Operations
Rental and other property revenues from our owned properties totaled $6,107,000
for the three months ended March 31, 2001 compared to $4,632,000 for the three
months ended March 31, 2000, an increase of $1,475,000 or 32%. The increase was
primarily a result of rental increases at our communities, continued absorption
at our development properties, and properties acquired in the merger with
Commercial Assets, offset by the sale of properties in 2001.
Property operating expenses from our owned properties totaled $2,415,000 for the
three months ended March 31, 2001 compared to $1,709,000 for the same period in
2000, an increase of $706,000 or 41%. The increase was primarily a result of
properties acquired in the merger with Commercial Assets, offset by the sale of
properties in 2001.
Income from participating mortgages and leases was $600,000 for the three months
ended March 31, 2000. During the first quarter of 2000, we purchased
manufactured home communities which secured the participating mortgages. A
portion of the purchase price was paid by cancellation of participating
mortgages. Income from participating mortgages and leases is not expected in
2001 as we no longer hold any investments in participating mortgages or leases.
Depreciation expense was $1,609,000 during the three months ended March 31, 2001
compared to $1,089,000 during the same period in 2000. The increase was due to
acquisitions of manufactured home communities during 2000, continued investment
in our developing properties, and our acquisitions as a result of our merger
with Commercial Assets.
Commercial Assets Transactions
Fee revenue from managing Commercial Assets was $141,000 for the three months
ended March 31, 2000. As a result of our acquisition of Commercial Assets in
August 2000, we no longer receive these fees.
Amortization of management contracts was $516,000 for the three months ended
March 31, 2000. The decrease is due to the expensing of our contract to manage
Commercial Assets in connection with our acquisition of Commercial Assets in
August 2000. As a result of our acquisition of Commercial Assets in August
2000, this item of expense no longer occurs.
As a result of our merger with Commercial Assets in August 2000, income from our
approximate 27% interest in Commercial Assets was $0 for the three months ended
March 31, 2001 compared to $208,000 for the same period in 2000. As a result of
our acquisition of Commercial Assets in August 2000, this item of income no
longer occurs.
15
General and Administrative Expenses
Our general and administrative expenses totaled $464,000 for the three months
ended March 31, 2001 compared to $437,000 for the same period of 2000. The
increase in expense is primarily due to our merger with Commercial Assets, and
relocating corporate offices to Florida from Chadds Ford, Pennsylvania, offset
by merger savings including the elimination of certain duplicative costs.
Interest and Other Income
During the three months ended March 31, 2001 and 2000, interest and other income
were $359,000 and $81,000 respectively. The increase in income is related to
certain earning assets acquired from Commercial Assets in August 2000, including
an interest in CMBS bonds.
Interest Expense
During the three months ended March 31, 2001 and 2000, interest expense was
$975,000 and $894,000, respectively. The increase in interest expense is due to
additional debt assumed with the merger with Commercial Assets in August 2000.
Gain on sale of assets
During the three months ended March 31, 2001, the Company sold three properties.
All three properties were sold to the community residents and were sold in
support of the Company's program of property evaluation and continuous upgrade
of the property portfolio. Proceeds generated from these sales have been used
to repurchase the Company's Common Stock and retire short-term debt. A summary
of the transactions is as follows:
Net sales proceeds $14,546,000
Initial costs 11,630,000
Proceeds in excess of original costs 2,916,000
Gain after capital replacement expenditures 2,639,000
GAAP Gain on Sale 3,977,000
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2001, we had cash and cash equivalents of $6,834,000. Our
principal activities that demand liquidity include our normal operating
activities, payments of principal and interest on outstanding debt,
acquisitions of or additional investments in properties, payments of dividends
to stockholders and distributions made to Operating Partnership unit holders.
Our net cash provided by operating activities was $717,000 and $854,000 for the
quarters ended March 31, 2001 and 2000, respectively. The decrease of $137,000
was primarily a result of an increase of $1.1 million in cash used for operating
assets and liabilities as compared to the same period in 2000 offset by a $1.0
million increase in earnings before depreciation, amortization, minority
interest, equity in Commercial Assets' earnings, income from participating
mortgages and gain on sale of real estate. The increased operating results are
driven by the larger portfolio as a result of the Commercial Assets merger, and
improved home sales results.
16
During the three months ended March 31, 2001 the net cash provided by investing
activities was $13.5 million compared with $0.8 million for the same period in
2000. The increase in net cash provided is primarily due to proceeds from the
sale of real estate in the 2000 period of $12 million, expenditures for
purchases of real estate in 2000 totaling $0.8 million that did not recur in the
2001 period, collections totaling $1.3 million in the 2001 period on assets
acquired in our merger with Commercial Assets, offset by dividends received on
Commercial Assets stock in the 2000 period totaling $0.4 million and higher
expenditures in the 2001 period for capital replacements and improvements
totaling $1.1 million as a result of the larger portfolio and continued
development of unleased sites.
During the three months ended March 31, 2001, net cash used in financing
activities was $8.6 million compared with uses of $1.4 million for the same
period in 2000. The increase in uses is primarily because of higher principal
payments on long-term debt totaling $9.6 million as a result of property sales
and higher debt outstanding as a result of the Commercial Assets merger, higher
payments of short-term debt totaling $8.5 million, the acquisition of treasury
stock in the current period totaling $0.4 million, an increase in dividends paid
over the prior period of $0.4 million because of stock issued in August 2000 in
conjunction with our merger with Commercial Assets, and the payment of loan
costs in the 2001 period totaling $0.3 million offset by incremental proceeds
from financings totaling $11.4 million as compared to the prior period and the
collection in 2001 period of funds from escrow accounts totaling $0.6 million.
During the three months ended March 31, 2001, principal payments of $441,000
related to scheduled amortization and $9,630,000 in payment of outstanding
balances from loans secured by property sold.
We have a line of credit with a bank providing total borrowing capacity of
$15,000,000 due in May 2001. This line of credit bears interest at the bank's
reference rate (8.5% at March 31, 2001) and is secured by three manufactured
home communities and one recreational vehicle park which have a combined net
book value of $19,911,000 at March 31, 2001. At March 31, 2001 no amount was
outstanding.
In August 2000, we entered into a $14,300,000 term loan that bears interest at
"Libor Rate" plus 2.5% (7.2% At March 31, 2001) and scheduled to mature in
August 2002. The term loan was secured by three manufactured home communities.
This loan was repaid with proceeds from the sale of the property securing the
loan.
In April 2001, we entered into a $7,000,000 floor plan credit facility with a
lender expiring April 2003. Advances are made under the facility for 100% of
new inventory purchases and bear interest linked to the prime rate with spreads
ranging from 0% to 2.5% based upon the manufacturer and age of the inventory.
Advances under the facility require principal repayments of 3% after one year
and payment in full of an advance after 1 1/2 years.
We expect to meet our long-term liquidity requirements through long-term,
secured borrowings, the issuance of OP Units and other equity securities and
cash generated by operations.
17
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our principal exposure to market risk is through our various debt instruments
and borrowings and through changes in interest rates. The following is a list
of these debt instruments and borrowing arrangements.
We have $76 million of fixed rate, fully amortizing, non-recourse, secured long-
term notes payable. We do not have significant exposure to changing interest
rates on these notes as the rates are fixed and the notes are fully amortizing.
We have a $3.9 million, recourse note issued at a discount of 7.0% and due in
2002. We have refunding and repricing risks with respect to this note.
We have $11.6 million of fixed rate, partially amortizing, non-recourse, secured
long-term notes payable.
We do not have significant exposure to changes in interest rates while the
interest rates are fixed, but we do have repricing and refunding risks as to the
unpaid balances due at the maturity of these notes.
18
PART II
OTHER INFORMATION
EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
Exhibit No. Description
----------- -----------
2.1 Second Amended and Restated Agreement and Plan of Merger, dated as of June 2, 2000, by and
between the Registrant and Commercial Assets, Inc. (incorporated herein by reference to
Annex A to the Registrant's Joint Proxy Statement/Prospectus dated June 13, 2000,
Commission File No. 1-9360, filed on June 13, 2000).
2.2 Assignment of Agreement of Sale dated as of June 1, 1998, between Community Acquisition
Joint Venture and Asset Investors Operating Partnership, L.P. (incorporated herein by
reference to Exhibit 2.6(b) to the Registrant's Current Report on Form 8-K dated May 29,
1998, Commission File No. 1-9360, filed on June 12, 1998).
2.3 Contribution Agreement dated effective as of January 1, 2000, by and among Asset Investors
Operating Partnership, L.P., CADC Holding L.L.C. and Community Acquisition and Development
Corporation (incorporated herein by reference to Exhibit 2.8 to the Registrant's Current
Report on Form 8-K dated January 31, 2000, Commission File No. 1-9360, filed on February
15, 2000).
2.4 Purchase and Sale Agreement dated effective as of January 1, 2000, by and between Asset
Investors Operating Partnership, L.P. and Community Acquisition and Development
Corporation (incorporated herein by reference to Exhibit 2.8(a) to the Registrant's
Current Report on Form 8-K dated January 31, 2000, Commission File No. 1-9360, filed on
February 15, 2000).
2.5 Purchase and Sale Agreement dated effective as of January 1, 2000, by and between Prime
Forest Partners and Community Acquisition and Development Corporation (incorporated herein
by reference to Exhibit 2.8 (b) to the Registrant's Current Report on Form 8-K dated
January 31, 2000, Commission File No. 1-9360, filed on February 15, 2000).
2.6 Purchase and Sale Agreement dated effective as of January 1, 2000, by and between Asset
Investors Operating Partnership, L.P. and Community Acquisition and Development
Corporation (incorporated herein by reference to Exhibit 2.8(c) to the Registrant's
Current Report on Form 8-K dated January 31, 2000, Commission File No. 1-9360, filed on
February 15, 2000).
2.7 Asset Purchase Agreement dated effective as of January 1, 2000, by and between AIC
Homesales Corp. and Community Acquisition and Development Corporation (incorporated herein
by reference to Exhibit 2.8(d) to the Registrant's Current Report on Form 8-K dated
January 31, 2000, Commission File No. 1-9360, filed on February 15, 2000).
19
2.8 Acquisition Agreement, dated effective as of January 1, 2000, by and among AIC Community
Management Holding Corp., AIC Management Holdings, LLC and Community Management Investors
Corporation (incorporated herein by reference to Exhibit 10.0 to the Registrant's Current
Report on Form 8-K dated January 19, 2000, Commission File No. 1-9360, filed on January
31, 2000).
2.9 Promissory Note, dated January 1, 2000, by and among AIC Community Management Holding,
LLC, Manufactured Housing Corp. and Community Management Investors Corporation
(incorporated herein by reference to Exhibit 10.1(a) to the Registrant's Current Report on
Form 8-K dated January 19, 2000, Commission File No. 1-9360, filed on January 31, 2000).
3.1 Second Amended and Restated Certificate of Incorporation of American Land Lease, Inc.
(incorporated by reference to 10K).
3.2 Second Amended and Restated By-laws of American Land Lease, Inc.
(incorporated by reference to 10K).
4.1 Waiver regarding stock ownership restrictions between the Registrant and Terry Considine
dated August 11, 2000 (incorporated by reference to 10K).
4.2 Waiver regarding stock ownership restrictions between the Registrant and Asset Investors
Operating Partnership, L.P. dated August 11, 2000 (incorporated by reference to 10K).
10.1* Form of Indemnification Agreement between the Registrant and each Director of the
Registrant (incorporated herein by reference to Appendix A to the Proxy Statement of the
Registrant, Commission File No. 1-9360, dated May 18, 1987).
10.2* 1998 Stock Incentive Plan of the Registrant (incorporated herein by reference to Exhibit
10.3 to the Quarterly Report on Form 10-Q of the Registrant for the quarter ended June 30,
1998, Commission File No. 1-9360, filed on August 14, 1998).
10.3 Trust Agreement dated as of March 26, 1997, among the Registrant, as depositor, Asset
Investors Secured Financing Corporation and Wilmington Trust Company, as Owner Trustee
(incorporated herein by reference to Exhibit 10.5(a) to the Quarterly Report on Form 10-Q
of the Registrant for the quarter ended March 31, 1997, Commission File No. 1-9360, filed
on May 14, 1997).
10.4 Pooled Certificate Transfer Agreement between the Registrant and Asset Investors Secured
Financing Corporation dated as of March 26, 1997 (incorporated herein by reference to
Exhibit 10.5(b) to the Quarterly Report on Form 10-Q of the Registrant for the quarter
ended March 31, 1997, Commission File No. 1-9360, filed on May 14, 1997).
10.5 Indenture, dated as of March 27, 1997, between Structured Mortgage Trust 1997-1 and State
Street Bank and Trust Company (incorporated herein by reference to Exhibit 10.5(c) to the
Quarterly Report on Form 10-Q of the Registrant for the quarter ended March 31, 1997,
Commission File No. 1-9360, Filed on May 14, 1997).
10.6 Note Purchase Agreement, dated as of March 26, 1997, among Structured Mortgage Trust
1997-1, Asset Investors Secured Financing Corporation and Bear, Stearns & Co., Inc.
(incorporated herein by reference to Exhibit 10.5(d) to the Quarterly Report on Form 10-Q
of the Registrant for the quarter ended March 31, 1997, Commission File No. 1-9360, filed
on May 14, 1997).
20
10.7 Trust Certificate issued to Asset Investors Secured Financing Corporation evidencing its
ownership of the Structured Mortgage Trust 1997-1 (incorporated herein by reference to
Exhibit 10.5(e) to the Quarterly Report on Form 10-Q of the Registrant for the quarter
ended March 31, 1997, Commission File No. 1-9360, filed on May 14, 1997).
10.8 Trust Agreement, dated as of November 3, 1997, between CAX DTR Securitization Corp. and
Wilmington Trust Company (incorporated herein by reference to Exhibit 10.9 to Commercial
Assets, Inc.'s Current Report on Form 8-K dated November 3, 1997, Commission File No.
1-2262, filed on November 14, 1997).
10.9 Note Purchase Agreement, dated as of November 3, 1997, among Structure Mortgage Trust
1997-2, CAX DTR Securitization Corp., and Painewebber Incorporated Company (incorporated
herein by reference to Exhibit 10.9(a) to Commercial Assets, Inc.'s Current Report on Form
8-K dated November 3, 1997, Commission File No. 1-2262, filed on November 14, 1997).
10.10 Trust Indenture and Security Agreement, dated as of November 3, 1997, between Structured
Mortgage Trust 1997-2 and LaSalle National Bank, as Indenture Trustee Company
(incorporated herein by reference to Exhibit 10.9(b) to Commercial Assets, Inc.'s Current
Report on Form 8-K dated November 3, 1997, Commission File No. 1-2262, filed on November
14, 1997).
10.11 Contribution Agreement, dated as of November 3, 1997, between Commercial Assets, Inc. and
CAX DTR Securitization Corp. Company (incorporated herein by reference to Exhibit 10.9(c)
to Commercial Assets, Inc.'s Current Report on Form 8-K dated November 3, 1997.
Commission File No. 1-2262, filed on November 14, 1997).
10.12 Securitization Cooperation Agreement, dated as of November 3, 1997, among CAX DTR
Securitization Corp., Commercial Assets, Inc., 1997-2, and Painewebber Incorporated
Company (incorporated herein by reference to Exhibit 10.9 to Commercial Assets, Inc.'s
dated November 3, 1997, Commission File No. 1-2262, filed on November 3, 1997, Commission
File No. 1-2262, filed on November 14, 1997).
10.13 Securities Purchase Agreement, dated as of March 26, 1998, between CAX and Westrec Marina
Management, Inc. (incorporated herein by reference to Exhibit 10.1 to Commercial Assets,
Inc.'s Quarterly Report on Form 10-Q dated March 31, 1998, Commission File No. 1-2262,
filed on May 14, 1998).
10.14 Put and Call Agreement dated as of November 30, 1998, between CAX and Westrec Marina
Management, Inc. and Michael M. Sachs (incorporated herein by reference to Exhibit
10.10(a) to Commercial Assets, Inc.'s Annual Report on Form 10-K dated December 31, 1998,
Commission File No. I-2262, filed on March 25, 1999).
10.15 Secured Promissory Note dated as of November 30, 1998, between CAX and Michael M. Sachs
(incorporated herein by reference to Exhibit 10.10 (a) to Commercial Assets, Inc.'s Annual
Report on Form 10-K dated December 31, 1998, Commission File No. 1-2262, filed on March
25, 1999).
21
10.16 Secured Promissory Note dated September 13, 1999 between Robert G. Blatz and Asset
Investors Operating Partnership, L.P. (incorporated herein by reference to Exhibit 10.11
to the Registrant's Annual Report on Form 10-K dated December 31, 1999, Commission File
No. 1-2262, filed on March 28, 2000).
10.18 Assignment of Agreement dated May 6, 1999, between Community Acquisition & Development
Corp. and CAX Rancho Mirage, L.L.C. (incorporated herein by reference to Exhibit 10.13 (a)
to the Registrant's Current Report on Form 8-K dated May 7, 1999, Commission File No.
1-2262, filed on May 18, 1999).
10.19 Agreement of Sale dated May 6, 1999, between five Whites, L.L.C. and Community Acquisition
Development Corporation (incorporated herein by reference to Exhibit 10.14 to the
Registrant's Current Report on Form 8-K dated June 30, 1999, Commission file No. 1-2262,
filed on July 14, 1999).
10.20 Agreement of Sale dated May 6, 1999, between White Gregg, L.L.C. and Community Acquisition
and Development Corporation (incorporated herein by reference to Exhibit 10.14 to the
Registrant's Current Report on Form 8-K dated June 30, 1999, Commission file No. 1-2262,
filed on July 14, 1999).
10.21 Assignment of Agreement of Sale dated June 28, 1999, between Community Acquisition and
Development Corporation and CAX La Casa Blanca, L.L.C. (incorporated herein by reference
to Exhibit 10.14 to the Registrant's Current Report on Form 8-K dated June 30, 1999,
Commission File No. 1-2262, filed on July 14, 1999).
10.22 Assignment of Agreement of Sale dated June 28, 1999, between Community Acquisition and
Development Corporation and CAX La Casa Blanca East, L.L.C. (incorporated herein by
reference to Exhibit 10.14 to the Registrant's Current Report on Form 8-K dated June 30,
1999, Commission File No. 1-2262, filed on July 14, 1999).
10.23 Promissory Note dated June 30, 1999 between CAX La Casa Blanca East, L.L.C. and White
Gregg, L.L.C. (incorporated herein by reference to Exhibit 10.14 to Commercial Assets,
Inc.'s Current Report on Form 8-K dated June 30, 1999, Commission File No. 1-2262, filed
on July 14, 1999).
10.24 Receipt, Release and Settlement Agreement, dated as of August 13, 1999, between the
Registrant, Casa Encanta MHP, L.L.C., Southern Palms MHP, L.L.C., Norman Andrus, and the
Norman Andrus Irrevocable Trust (incorporated herein by reference to Exhibit 10.11(b) to
the Registrant's Current Report on Form 8-K dated August 13, 1999, Commission File No.
1-2262, filed on August 30, 1999).
10.25 Form of Assignment and Assumption of Membership Interest (incorporated herein by reference
to Exhibit 10.11 (c) to the Registrant's Current Report on Form 8-K dated August 13, 1999,
Commission File No. 1-2262, filed on August 30, 1999).
10.26 Secured Promissory Note dated April 18, 2000 between Joseph Gaynor and Asset Investors
Operating Partnership, L.P. (filed herewith).
22
10.27 Secured Promissory Note dated January 2, 2001 between Shannon E. Smith and Asset Investors
Operating Partnership, L.P. (filed herewith).
* Management contract or compensatory plan or arrangement.
(b) REPORTS ON FORM 8-K:
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
AMERICAN LAND LEASE INC.
(Registrant)
Date: May 14, 2001 By /s/Shannon E. Smith
-------------------
Shannon E. Smith
Chief Financial Officer
23