10-Q 1 a2072008z10-q.txt FORM 10-Q =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE --- SECURITIES EXCHANGE ACT OF 1934 FOR QUARTERLY PERIOD ENDED NOVEMBER 30, 2001 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from _____to_____. Commission File Number: 0-25880 ILM II LEASE CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) VIRGINIA 04-3248639 --------------------- ------------------------------- (State of organization) (I.R.S. Employer Identification No.) 1750 TYSONS BOULEVARD, SUITE 1200, TYSONS CORNER, VA 22102 ------------------------------------------------------------------------------------------------------------------- (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (888) 257-3550 -------------------------------

Securities registered pursuant to Section 12(b) of the Act: NAME OF EACH EXCHANGE ON TITLE OF EACH CLASS WHICH REGISTERED ------------------- ------------------------------- None None

Securities registered pursuant to Section 12(g) of the Act: SHARES OF COMMON STOCK $.01 PAR VALUE ------------------------------------- (Title of Class) 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 ------- ----------- Shares of common stock outstanding as of November 30, 2001: 5,180,952 =============================================================================== Page 1 of 19 ILM II LEASE CORPORATION INDEX

PAGE ------ Part I. Financial Information ~~PAGE~~ Item 1. Financial Statements ~~Balance~~Statements ~~Sheets~~of ~~May~~Net 31Assets in Liquidation November 30, 2001 (Unaudited) and August 31, ~~2000~~2001............................................~~.....~~4 ~~Statements~~Statement of ~~Operations~~Changes ~~For~~in ~~the~~Net ~~nine~~Assets ~~months~~in ~~and~~Liquidation For the three months ended ~~May~~November 3130, 2001 ~~and 2000~~ (Unaudited) and August 31, 2001.................5 Statement of Operations (Going Concern Basis) For the three months ended November 30, 2000 (Unaudited).....................................~~.......................5~~6 ~~Statements~~Statement of Changes in Shareholders' Equity For the ~~nine~~three months ended ~~May~~November 3130, ~~2001 and~~ 2000 (Unaudited)..................................6...7 ~~Statements~~Statement of Cash Flows For the ~~nine~~three months ended ~~May~~November 3130, ~~2001 and~~ 2000 (Unaudited)..................................7...8 Notes to Financial Statements (Unaudited).................................................89-12 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....~~13-18 Part II~~. ~~Other Information~~...........................................................13-17 Part II.~~.......................19~~ Other Information Item 6. Exhibits and Reports on Form 8-K............................................................1918 Signatures....................................................................................................2019

-2- Part I. Financial Information Item I. Financial Statements (See next page) -3- ILM II LEASE CORPORATION STATEMENTS OF NET ASSETS IN LIQUIDATION (Liquidation Basis) November 30, 2001 (Unaudited) and August 31, 2001 (Dollars in thousands, except per share data)

~~May~~NOVEMBER 3130, ~~August~~2001 AUGUST 31, 2001 ~~2000~~ ----------------- --------------- ASSETS Cash and cash equivalents $ ~~1,425~~688 $ ~~1,894~~931 Accounts receivable, net 5348 21108 ~~Accounts~~Tax ~~receivable~~refund ~~- related party 69 40 Accounts~~ receivable - ~~Capital~~federal ~~Senior~~and ~~Living~~state ~~Corporation~~346 -346 39 Prepaid ~~expenses~~taxes and other assets ~~151~~448 58460 State tax refund receivable 21 21 ---------- ---------- Total current assets 1,719 2,073 Furniture, fixtures and equipment 1,810 1,604 Less: accumulated depreciation (1,810) (1,153) ---------- ---------- - 451 Deposits 9 9 Deferred tax asset, net -128 12128 -------~~----~~ ------~~----~~ $ 1,~~728~~667 $ 21,~~545~~982 =======~~====~~ ======~~====~~ LIABILITIES ~~AND SHAREHOLDERS' EQUITY~~ Accounts payable and accrued expenses $ ~~551~~489 $ ~~542~~633 ~~Accounts~~Accrued ~~payable~~liquidation -expenses ~~related~~219 ~~party~~412 ~~287 378~~ Real estate taxes payable ~~229~~102 ~~305~~314 ~~Federal~~Accounts ~~income~~payable ~~taxes~~- ~~payable~~related 96party ~~276~~808 353 Security deposits 4347 3649 -------~~---~~ ------~~----~~ Total current liabilities 1,~~206~~665 1,~~537~~761 ~~Deferred rent payable - 6 ---------- ---------- Total liabilities 1,206 1,543~~ Commitments and contingencies ~~Shareholders'~~Net ~~equity:~~assets ~~Common stock, $0.01 par value, 20,000,000 shares authorized 5,180,952 issued and outstanding 52 52 Additional paid-~~in ~~capital~~liquidation ~~448 448 Retained earnings 22 502 ---------- --------- Total shareholders' equity 522 1,002 ---------- ---------~~ $ ~~1,728~~2 $ ~~2,545~~221 =======~~===~~ ======~~===~~

See accompanying notes. -4- ILM II LEASE CORPORATION STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION (Liquidation Basis) For the three months ended November 30, 2001 (Unaudited) (Dollars in thousands, except per share data) Net Assets in liquidation, August 31, 2001 $ 221 Increase (decrease) during the three months ended November 30, 2001: Operating activities: Rental and other 3,594 Interest income 1 Property operating (3,432) General and administrative (209) Professional fees (132) Director's compensation (32) --------- Total operating activities (210) --------- Liquidating activities: Provision for liquidation expenses (9) --------- Net decrease in assets in liquidation (219) --------- Net Assets in liquidation, November 30, 2001 $ 2 =========

See accompanying notes. -5- ILM II LEASE CORPORATION STATEMENT OF OPERATIONS (GOING CONCERN BASIS) For the three months ended November 30, 2000 (Unaudited) (Dollars in thousands, except per share data)

~~Nine Months Ended~~ Three Months Ended ~~----------------------------~~November ~~---------------------------- May 31~~30, ~~May 31, May 31, May 31, 2001~~ 2000 ~~2001 2000~~ ------------- -----~~-------~~ ~~------------~~Revenue: ~~------------ REVENUES~~ Rental and other income $~~10,622 $12,469 $~~3,~~501~~548 ~~$4,162~~ Interest income ~~28 29 9~~ 10 -------~~------~~ ~~------------ ------------ ------------ 10,650 12,498~~ 3,~~510~~558 ~~4,172~~Expenses: ~~EXPENSES~~Facilities ~~Master~~ lease rent expense ~~3,419 4,084~~ 1,~~126~~139 ~~1,364~~ Dietary ~~and food service~~ salaries, wages and ~~expenses~~food ~~1,901~~service ~~2,102~~expenses ~~649~~632 ~~706~~ Administrative salaries, wages and expenses ~~930~~271 ~~1,097 358 457~~ Marketing salaries, wages and expenses ~~486~~147 ~~542 171 188~~ Utilities ~~676~~187 ~~748 239 235~~ Repairs and maintenance ~~405~~134 ~~468 146 160~~ Real estate taxes ~~355~~118 ~~394 120 131~~ Property management fees ~~558~~208 ~~739 149 213~~ Other property operating expenses ~~962~~319 ~~1,101 332 373~~ General and administrative ~~441~~expenses ~~292~~176 ~~128 106~~ Directors compensation ~~41 45 17~~ 14 Professional fees ~~287~~144 ~~221 66 44~~ Depreciation expense ~~657~~498 ~~366 97 122~~ -------~~------~~ ~~------------ ------------ ------------ 11,118 12,199~~ 3,~~598~~987 ~~4,113 ------------- ------------ ------------ ------------ (~~Loss) ~~income~~ before taxes (~~468~~429) ~~299 (88) 59~~ Income tax expense: Current - ~~23 - 17~~ Deferred 12 79 - - -----~~--------~~ ~~------------ ------------ ------------~~ 12 ~~102~~Net -loss ~~17 ------------- ------------ ------------ ------------ NET (LOSS) INCOME~~ $ (~~480~~441) ~~$ 197 $ (88) $ 42~~ =======~~======~~ ~~============ ============ ============~~ Basic (loss) ~~earnings~~ per share of common stock $ (0.09) ~~$ 0.04 $ (0.02) $ 0.01~~ =======~~====== ============ ============ ============~~

The above loss per share of common stock is based upon the 5,180,952 shares outstanding for each period. See accompanying notes. -6- ILM II LEASE CORPORATION STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Going Concern Basis) For the three months ended November 30, 2000 (Unaudited) (Dollars in thousands, except per share data)

Common Stock $.01 Par Value Additional --------------------------~~----~~ Paid-In ~~Accumulated~~Retained ~~-------------~~ Shares Amount Capital ~~Deficit~~Earnings Total -----------~~----~~ ---------- -~~-------------~~ ------------~~-----~~ ------------- ~~Balance at August 31, 1999 5,180,952 $52 $448 $ 766 $1,266 Net income~~ - - ~~197 176~~ ----------~~-----~~ ~~---------- -------------- ----------------- -------------~~ Balance at ~~May 31, 2000 5,180,952 $52 $448 $ 963 $1,463 =============== ========== ============== ================= ============= Balance at~~ August 31, 2000 5,180,952 $ 52 $448 $ 502 $1,002 Net loss - - - (~~480~~441) (~~480~~441) ---------~~------~~ ----~~------~~ ----~~----------~~ -----~~------------~~ ------~~-------~~ Balance at ~~May~~November 3130, ~~2001~~2000 5,180,952 $ 52 $448 $ 2261 $ ~~522~~561 =========~~======~~ ====~~======~~ ====~~==========~~ =====~~============~~ ======~~=======~~

See accompanying notes. -7- ILM II LEASE CORPORATION STATEMENT OF CASH FLOWS (Going Concern Basis) For the three months ended November 30, 2000 (Unaudited) (Dollars in thousands)

~~Nine~~Three Months Ended ~~--------------------------------~~November ~~May 31~~30, ~~May 31, 2001~~ 2000 -------------- ----~~----------~~ Cash flows from operating activities: Net (loss) ~~income~~ $ (~~480~~441) ~~$ 197~~ Adjustments to reconcile net (loss) ~~income~~ to net cash (used ~~in) provided~~ by operating activities: Depreciation expense ~~657~~498 ~~366~~ Deferred tax expense 12 ~~100~~ Changes in assets and liabilities: Accounts receivable, net (3211) 17 Accounts receivable - related party ~~(29) 20 Accounts receivable~~ - ~~Capital Senior Living Corporation 39 -~~ Prepaid expenses and other assets (9392) ~~208~~ Accounts payable and accrued expenses 9 (7646) Accounts payable - related party (9169) 57 Real estate taxes payable (76199) ~~(46) Federal income taxes payable (180) (226)~~ Deferred rent payable (6) ~~(23)~~ Security deposits, net 75 13 ------~~--------~~ ~~--------------~~ Net cash (used ~~in) provided~~ by operating activities (~~263~~348) ~~607~~ Cash flows from investing activity: ~~Additions~~Purchase toof furniture, fixtures and equipment (~~206~~129) ~~(231)~~ ------~~--------~~ ~~--------------~~ Net cash used inby investing ~~activity~~activities (~~206~~129) ~~(231)~~ Net (decrease) ~~increase~~ in cash and cash equivalents (~~469~~477) ~~376~~ Cash and cash equivalents, beginning of period 1,894 ~~1,487~~ ------~~--------~~ ~~--------------~~ Cash and cash equivalents, end of period $ 1,~~425~~417 ~~$ 1,863~~ ======~~======== ============== SUPPLEMENTAL DISCLOSURE: Cash paid during the period for state income taxes $ 42 $ 278 ============== =============~~

See accompanying notes. -8- ILM II LEASE CORPORATION Notes to Financial Statements (Unaudited) 1. GENERAL The accompanying financial statements, footnotes and discussions should be read in conjunction with the financial statements and footnotes contained in ILM II Lease Corporation's (the "Company") Annual Report on Form 10-K for the year ended August 31, 2001. In the opinion of management, the accompanying interim financial statements, which have not been audited, reflect all adjustments necessary to present fairly the results for the interim periods. In connection with its adoption of a plan of liquidation as of August 31, 2001, the Company adopted the liquidation basis of accounting which, among other things, requires that assets and liabilities be stated at their estimated net realizable value and that estimated costs of liquidating the Company be provided to the extent that they are reasonably determinable. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires that the Company make estimates affecting the reported amounts of assets and liabilities, and of revenues and expenses. Key estimates include the estimate of liquidation expenses. Actual results, therefore, could differ from those estimates. The results of operations for the three-month period ended November 30, 2001, are not necessarily indicative of the results to be expected for the year ending August 31, 2002. When the Company adopted the plan of liquidation on August 31, 2001, accrued liquidation expenses of $412,000 were recorded. These costs include estimates of insurance ($193,000) and other costs ($219,000) such as legal fees, accounting fees, tax preparation and filing fees and other professional services. As of the period ended November 30, 2001, another $9,000 was provided for legal fees incurred as a result of the plan of liquidation and $202,000 of liquidation expenses were paid during the period. The actual costs could vary from the related provisions due to the uncertainty related to the length of time required to complete the liquidation and dissolution of the Company. The Company was incorporated on September 12, 1994 under the laws of the Commonwealth of Virginia by ILM II Senior Living, Inc., a Virginia finite-life corporation ("ILM II"), formerly PaineWebber Independent Living Mortgage Inc. II, to operate six rental housing projects that provide independent-living and assisted-living services for independent senior citizens ("the Senior Housing Facilities") under a facilities lease agreement dated September 1, 1995 (the "Facilities Lease Agreement"), between the Company, as lessee, and ILM II Holding, Inc. ("ILM II Holding"), as lessor, and a direct subsidiary of ILM II. The Company's sole business is the operation of the Senior Housing Facilities. ILM II contributed $500,000 to the Company in return for all of the issued and outstanding shares of the Company's common stock. ILM II had originally made mortgage loans collateralized by the Senior Housing Facilities to Angeles Housing Concepts, Inc. ("AHC") between July 1990 and July 1992. In March 1993, AHC defaulted under the terms of such mortgage loans and in connection with the settlement of such default, title to the Senior Housing Facilities was transferred, effective April 1, 1994, to certain majority-owned, indirect subsidiaries of ILM II, subject to the mortgage loans. Subsequently, the indirect subsidiaries of ILM II were merged into ILM II Holding. As part of the fiscal 1994 settlement agreement with AHC, AHC was retained as the property manager for all of the Senior Housing Facilities pursuant to the terms of a management agreement, which was assigned to the Company as of September 1, 1995 and subsequently terminated in July 1996. ILM II is a public company subject to the reporting obligations of the Securities and Exchange Commission. In July 1996, following termination of the property management agreement with AHC, the Company entered into a property management agreement (the "Management Agreement") with Capital Senior Management 2, Inc. ("Capital") to handle the day-to-day operations of the Senior Housing Facilities. -9- ILM II LEASE CORPORATION Notes to Financial Statements (Unaudited) (continued) 1. GENERAL (CONTINUED) PLAN OF LIQUIDATION On July 6, 2001, ILM II's Board of Directors recommended to its shareholders that ILM II's Articles of Incorporation be amended to extend ILM II's finite-life existence from December 31, 2001, until December 31, 2008. On August 16, 2001, at ILM II's Annual Meeting of Shareholders, the proposal was not approved by the shareholders. As a result, ILM II announced that it will liquidate the Senior Housing Facilities commencing not later than December 31, 2001. On November 16, 2001, ILM II and ILM II Holding entered into a purchase and sale agreement (the "BRE Agreement") with BRE/Independent Living, LLC, a Delaware limited liability company ("BRE"), pursuant to which ILM II and ILM II Holding agreed to sell, and BRE agreed to purchase, all of ILM II's and ILM II Holding's right, title and interest in and to its Senior Housing Facilities and certain other related assets (the "Facilities"). In consideration for the sale of these Facilities, BRE agreed, subject to certain conditions, to pay ILM II $45.5 million, approximately $2.275 million of which was paid as a refundable deposit into escrow (the "BRE Deposit"). On January 15, 2002, ILM II received a letter from BRE, stating its intention not to consummate the BRE transaction at the agreed upon purchase price contained in the BRE Agreement. ILM II determined that such refusal to consummate the BRE Agreement in accordance with its terms constituted a breach by BRE of the BRE Agreement. Accordingly, ILM II notified BRE that it was terminating the BRE Agreement. In a separate letter to the Company, BRE instructed the escrow agent to refund the BRE Deposit to BRE. Following BRE's breach, on January 23, 2002, ILM II and ILM II Holding entered into a purchase and sale agreement with Five Star Quality Care, Inc., a publicly traded Maryland corporation ("FVE"), pursuant to which ILM II and ILM II Holding (for purposes of discussing the FVE transaction, collectively, the "Seller") agreed to sell, and FVE agreed to purchase, all of the Seller's right, title and interest in and to its senior and assisted living facilities and certain other related assets (the "FVE Agreement"). In consideration for the sale of these facilities, FVE agreed, subject to certain conditions, to pay the Seller $45.5 million, approximately $5 million of which has been paid by FVE into escrow as a deposit (the "FVE Deposit"). Each of the parties' respective obligations under the FVE agreement is subject to customary closing conditions. FVE's obligation to close the transaction is subject to a due diligence inspection period ending February 22, 2002, providing FVE with the right to notify the Seller about certain property conditions or defects requiring more than $250,000 to remediate. Upon such notification, the Seller may elect to terminate the FVE Agreement and return the FVE deposit to FVE, or to refund a portion of the escrow deposit or agree to reduce the purchase price, on a dollar-for-dollar basis, by the amount such defect exceeds $250,000. If the Seller elects to terminate the FVE Agreement, FVE may rescind such notice of property defect and continue with the transaction on the previously agreed terms. Further, after the inspection period has expired, if either party should breach the FVE Agreement, the non-breaching party will be entitled to the escrow deposit as liquidated damages, and in the case of the Seller's breach in limited circumstances, FVE may seek specific performance or monetary remedies as liquidated damages. There can be no assurance whether the transactions contemplated by the FVE Agreement will be consummated or, if consummated, what the exact timing thereof would be. -10- ILM II LEASE CORPORATION Notes to Financial Statements (Unaudited) (continued) 1. GENERAL (CONTINUED) The Company does not have any current plans to operate or own any other facilities or engage in any other business outside of its relationship with ILM II. Accordingly, upon the liquidation of the Senior Housing Facilities and the resulting termination of the Facilities Lease Agreement, the Company will carry out a plan of liquidation. As a result, the Company changed its basis of accounting, as of August 31, 2001, from the going-concern basis to the liquidation basis. It is currently expected that the Company will have nominal value after payment of its expenses. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires that the Company make estimates affecting the reported amounts of assets and liabilities, and of revenues and expenses. Key estimates include the estimate of liquidation expenses. Actual results, therefore, could differ from those estimates. 2. THE FACILITIES LEASE AGREEMENT ILM II Holding (the "Lessor"), a direct subsidiary of ILM II, leases the Senior Housing Facilities to the Company (the "Lessee") pursuant to the Facilities Lease Agreement. Such lease was originally scheduled to expire on December 31, 2000. On August 15, 2000, ILM II caused ILM II Holding to terminate the Facilities Lease Agreement with respect to the Company's 75% leasehold interest in Villa Santa Barbara and sell its interest in the Senior Housing Facility. The Facilities Lease Agreement with respect to the remaining five Senior Housing Facilities has been extended on a month-to-month basis beyond its original expiration date and is expected to continue on a month-to-month basis until it is terminated as a result of the expected sale of the Senior Housing Facilities. The lease is accounted for as an operating lease in the Company's financial statements. Descriptions of the properties covered by the Facilities Lease Agreement between the Company and ILM II Holding at November 30, 2001, are summarized as follows:

(1) Rentable units represent the number of apartment units and is a measure commonly used in the real estate industry. Resident capacity equals the number of bedrooms contained within the apartment units and corresponds to measures commonly used in the healthcare industry. Pursuant to the Facilities Lease Agreement, the Company pays annual base rent for the use of all of the Senior Housing Facilities in the aggregate amount of $3,555,427 per year. The facilities lease is a "triple-net" lease whereby the Lessee pays all operating expenses, governmental taxes and assessments, utility charges and insurance premiums, as well as the costs of all required maintenance, personal property and non-structural repairs in connection with the operation of the Senior Housing Facilities. ILM II Holding, as Lessor, is responsible for all major capital improvements and structural repairs to the Senior Housing Facilities. Also, any fixed assets of the Company at a Senior Housing Facility would remain with the Senior Housing Facility at the termination of the lease. The Company also paid variable rent, on a quarterly basis, for each facility in an amount equal to 40% of the excess of aggregate total revenues for the Senior Housing Facilities, on an annualized basis, over $11,634,000 through August 15, 2000, when Villa Santa Barbara was sold. Effective September 1, 2000, variable rent is payable quarterly in an amount equal to 40% of the excess of the aggregate total revenues over $11,634,000 (excluding Villa Santa Barbara). Variable rent expense was $274,000 and $256,000 for the three-month periods ended November 30, 2001 and November 30, 2000, respectively. -11- ILM II LEASE CORPORATION Notes to Financial Statements (Unaudited) (continued) 2. THE FACILITIES LEASE AGREEMENT (CONTINUED) The Company's use of the properties is limited to use as Senior Housing Facilities. The Company has responsibility to obtain and maintain all licenses, certificates and consents needed to use and operate each Senior Housing Facility, and to use and maintain each Senior Housing Facility in compliance with all local board of health and other applicable governmental and insurance regulations. The Senior Housing Facilities located in California, Florida and Kansas are licensed by such states to provide assisted living services. In addition, various health and safety regulations and standards, which are enforced by state and local authorities, apply to the operation of all the Senior Housing Facilities. Violations of such health and safety standards could result in fines, penalties, closure of a Senior Housing Facility, or other sanctions. The Company retained Capital to be the property manager of the Senior Housing Facilities pursuant to a Management Agreement, which commenced on July 29, 1996. The term of the Management Agreement originally expired on July 29, 2001 but, in November 2000, the term was modified to be coterminous with the Facilities Lease Agreement. As a result, the term of the Management Agreement is currently being extended on a month-to-month basis. Under the Management Agreement, Capital generally is required to perform all operational functions necessary to operate the Senior Housing Facilities other than certain administrative functions. The functions performed by Capital include periodic reporting to and coordinating with the Company, leasing the individual units in the Senior Housing Facilities, maintaining bank accounts, maintaining books and records, advertising and marketing the Senior Housing Facilities, hiring and supervising on-site personnel, and performing maintenance. Under the terms of the Management Agreement, Capital earns a base management fee equal to 4% of the gross operating revenues of the Senior Housing Facilities, as defined. Capital also earns an incentive management fee equal to 25% of the amount by which the net cash flow of the Senior Housing Facilities, as defined, exceeds a specified base amount. Each August 31, beginning on August 31, 1997, the base amount is increased based on the percentage increase in the Consumer Price Index as well as 15% of Facility expansion costs. ILM II has guaranteed the payment of all fees due to Capital under the terms of the Management Agreement. For the three-month periods ended November 30, 2001, and 2000, Capital earned property management fees from the Company of $153,000 and $208,000. 3. RELATED PARTY TRANSACTIONS Jeffry R. Dwyer, Secretary, President and Director of the Company, is a shareholder of Greenberg Traurig, Counsel to the Company and its affiliates since 1997. For the three-month periods ended November 30, 2001 and 2000, Greenberg Traurig earned fees from the Company of $9,000 and $30,000, respectively. ACCOUNTS PAYABLE - RELATED PARTY at November 30, 2001, includes $717,000 for base and variable rent due to ILM II Holding, $72,000 in accrued legal fees due to Greenberg Traurig, Counsel to the Company and a related party, and $19,000 in expense reimbursements due. At August 31, 2001, ACCOUNTS PAYABLE - RELATED PARTY primarily includes $353,000 for variable rent due to ILM II Holding. 4. LEGAL PROCEEDINGS AND CONTINGENCIES The Company has pending claims incurred in the normal course of business which, in the opinion of the Company's Board of Directors, will not have a material effect on the financial statements of the Company. -12- ILM II LEASE CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL The Facilities Lease Agreement is a "triple-net" lease whereby the Lessee pays all operating expenses, governmental taxes and assessments, utility charges and insurance premiums, as well as the costs of all required maintenance, personal property and non-structural repairs in connection with the operation of the Senior Housing Facilities. ILM II Holding, as Lessor, is responsible for all major capital improvements and structural repairs to the Senior Housing Facilities. If the Company and ILM II Holding decide that any of the Senior Housing Facilities should be expanded, the Facilities Lease Agreement between the Company and ILM II Holding would be amended to include such expansion. ILM II Holding (the "Lessor"), a direct subsidiary of ILM II, leases the Senior Housing Facilities to the Company (the "Lessee") pursuant to the Facilities Lease Agreement. Such lease was originally scheduled to expire on December 31, 2000. On August 15, 2000, ILM II caused ILM II Holding to terminate the Facilities Lease Agreement with respect to the Company's 75% leasehold interest in Villa Santa Barbara and sell its interest in the Senior Housing Facility. The Facilities Lease Agreement with respect to the remaining five Senior Housing Facilities has been extended on a month-to-month basis beyond its original expiration date and is expected to continue on a month-to-month basis until it is terminated as a result of the expected sale of the Senior Housing Facilities. The lease is accounted for as an operating lease in the Company's financial statements. Pursuant to the Facilities Lease Agreement, the Company pays annual base rent for use of all the Senior Housing Facilities in the aggregate amount of $3,555,427. The Company also pays variable rent, on a quarterly basis, for each Senior Housing Facility in an amount equal to 40% of the excess, if any, of the aggregate total revenues for the Senior Housing Facilities, on an annualized basis, over $11,634,000. Variable rent expense was $274,000 and $256,000 for the three-month periods ended November 30, 2001 and 2000, respectively. PLAN OF LIQUIDATION On July 6, 2001, ILM II's Board of Directors recommended to its shareholders that ILM II's Articles of Incorporation be amended to extend ILM II's finite-life existence from December 31, 2001, until December 31, 2008. On August 16, 2001, at ILM II's Annual Meeting of Shareholders, the proposal was not approved by the shareholders. As a result, ILM II announced that it will liquidate the Senior Housing Facilities commencing not later than December 31, 2001. On November 16, 2001, ILM II and ILM II Holding entered into a purchase and sale agreement (the "BRE Agreement") with BRE/Independent Living, LLC, a Delaware limited liability company ("BRE"), pursuant to which ILM II and ILM II Holding agreed to sell, and BRE agreed to purchase, all of ILM II's and ILM II Holding's right, title and interest in and to its Senior Housing Facilities and certain other related assets (the "Facilities"). In consideration for the sale of these Facilities, BRE agreed, subject to certain conditions, to pay ILM II $45.5 million, approximately $2.275 million of which was paid as a refundable deposit into escrow (the "BRE Deposit"). On January 15, 2002, ILM II received a letter from BRE, stating its intention not to consummate the BRE transaction at the agreed upon purchase price contained in the BRE Agreement. ILM II determined that such refusal to consummate the BRE Agreement in accordance with its terms constituted a breach by BRE of the BRE Agreement. Accordingly, ILM II notified BRE that it was terminating the BRE Agreement. In a separate letter to the Company, BRE instructed the escrow agent to refund the BRE Deposit to BRE. Following BRE's breach, on January 23, 2002, ILM II and ILM II Holding entered into a purchase and sale agreement with Five Star Quality Care, Inc., a publicly traded Maryland corporation ("FVE"), pursuant to which ILM II and ILM II Holding (for purposes of discussing the FVE transaction, collectively, the "Seller") agreed to sell, and FVE agreed to purchase, all of the Seller's right, title and interest in and to its senior and assisted living facilities and certain other related assets (the "FVE Agreement"). In consideration for the sale of these facilities, FVE agreed, subject to certain conditions, to pay the Seller $45.5 million, approximately $5 million of which has been paid by FVE into escrow as a deposit (the "FVE Deposit"). -13- ILM II LEASE CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) PLAN OF LIQUIDATION (CONTINUED) Each of the parties' respective obligations under the FVE agreement is subject to customary closing conditions. FVE's obligation to close the transaction is subject to a due diligence inspection period ending February 22, 2002, providing FVE with the right to notify the Seller about certain property conditions or defects requiring more than $250,000 to remediate. Upon such notification, the Seller may elect to terminate the FVE Agreement and return the FVE deposit to FVE, or to refund a portion of the escrow deposit or agree to reduce the purchase price, on a dollar-for-dollar basis, by the amount such defect exceeds $250,000. If the Seller elects to terminate the FVE Agreement, FVE may rescind such notice of property defect and continue with the transaction on the previously agreed terms. Further, after the inspection period has expired, if either party should breach the FVE Agreement, the non-breaching party will be entitled to the escrow deposit as liquidated damages, and in the case of the Seller's breach in limited circumstances, FVE may seek specific performance or monetary remedies as liquidated damages. There can be no assurance whether the transactions contemplated by the FVE Agreement will be consummated or, if consummated, what the exact timing thereof would be. The Company does not have any current plans to operate or own any other facilities or engage in any other business outside of its relationship with ILM II. Accordingly, upon the liquidation of the Senior Housing Facilities and the resulting termination of the Facilities Lease Agreement, the Company will carry out a plan of liquidation. As a result, the Company changed its basis of accounting, as of August 31, 2001, from the going-concern basis to the liquidation basis. It is currently expected that the Company will have nominal value after payment of its expenses. -14- ILM II LEASE CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) LIQUIDITY AND CAPITAL RESOURCES Occupancy levels for the five properties in which the Company has invested averaged 87% and 89% for the three-month periods ended November 30, 2001 and 2000, respectively. Base rent payments of $3,555,427 will remain in effect throughout the remaining term of the lease. As noted above, the Facilities Lease Agreement also provides for the payment of variable rent. The Senior Housing Facilities are currently generating gross revenues which are in excess of the specified threshold in the variable rent calculation. Current annualized operating income levels are sufficient to cover the Company's base and variable rent obligations to ILM II Holding. At November 30, 2001, the Company had cash and cash equivalents of $688,000 compared to $931,000 at August 31, 2001. This decrease in cash of $243,000 is, in part, attributable to decreased cash flows from the operations of the Senior Housing Facilities subsequent to ILM II's sale of its interest in Villa Santa Barbara. As noted above, under the terms of the Facilities Lease Agreement, the Lessor is responsible for major capital improvements and structural repairs to the Senior Housing Facilities. Consequently, the Company does not have any material commitments for capital expenditures. Furthermore, the Company does not currently anticipate the need to engage in any borrowing activities. As a result, substantially all of the Company's cash flow will be generated from operating activities. The Company did not pay cash dividends in fiscal year 2001 or for the first quarter of fiscal year 2002. The Company will not pay cash dividends in the future. The source of future liquidity is expected to be from operating cash flow from the Senior Housing Facilities, net of the Facilities Lease Agreement payments to ILM II Holding, and interest income earned on invested cash reserves. Such sources of liquidity are expected to be adequate to meet the Company's operating requirements. If they are not sufficient, the lease payments to ILM II Holding will be reduced to cover the shortfall. In August 2001, ILM II announced that it will liquidate its properties commencing not later than December 31, 2001. The Company does not have any current plans to operate or own any other facilities or engage in any other business outside of its relationship with ILM II. Accordingly, upon the liquidation of the Senior Housing Facilities and the resulting termination of the Facilities Lease Agreement, the Company will carry out a plan of liquidation. As a result, the Company changed its basis of accounting, as of August 31, 2001, from the going-concern basis to the liquidation basis. It is currently expected that the Company will have nominal value after payment of its expenses. -15- ILM II LEASE CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) RESULT OF OPERATIONS THREE MONTHS ENDED NOVEMBER 30, 2001, VERSUS THREE MONTHS ENDED NOVEMBER 30, 2000 REVENUES Total revenues were $3,595,000 for the three months ended November 30, 2001 compared to $3,558,000 for the same period of the prior year, representing an increase of $37,000 or 1.0%. This increase is the result of increased rental revenues at certain of the Company's Senior Housing Facilities. EXPENSES Total expenses were $3,814,000 for the three months ended November 30, 2001 compared to $3,987,000 for the same period in the prior year, representing a decrease of $173,000 or 4.3%. This decrease was primarily due to decreases in property management fees of $55,000 or 26.4%; and depreciation expense of $498,000 or 100% offset by increases in general and administrative costs of $33,000 or 18.8%; utilities of $89,000 or 47.6%; administrative salaries and wages of $52,000 or 19.2%; and marketing of $33,000 or 22.4% as well as minor increases and decreases in other accounts. The decrease in depreciation expense is due to the change in the estimated useful lives of the Company's fixed assets as a consequence of the expected lease termination date. Pursuant to the terms of the Facilities Lease Agreement, such assets would revert to ILM II Holding upon lease expiration or termination. A provision for liquidation expense of $9,000 or a 100% increase was recognized as of November 30, 2001. INCOME TAX EXPENSE Income tax expense remains consistent when compared to the same period in the prior year, as a result of a loss before taxes of $219,000. NET INCOME Primarily as a result of the factors noted above, net loss decreased $222,000 or 50.3% from net loss of $441,000 for the three months ended November 30, 2000 to net loss of $219,000 for the three months ended November 30, 2001. RECENT EVENTS Historically, real estate has been subject to a wide range of cyclical economic conditions which affect various real estate sectors and geographic regions with differing intensities and at different times. In 2001, many regions of the United States have experienced varying degrees of economic recession, and the tragic events of September 11, 2001, may have accelerated certain recessionary trends such as the cost of obtaining sufficient property and liability insurance coverage and short-term interest rates. The Company believes, however, that these tragic events should not have a material effect on the Company's portfolio, give the Company's property types and the geographic regions in which the Company is located. The Company does not anticipate any material effects in financial condition. -16- ILM II LEASE CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) FORWARD-LOOKING INFORMATION CERTAIN STATEMENTS INCLUDED IN THIS QUARTERLY REPORT ON FORM 10-Q ("QUARTERLY REPORT") CONSTITUTE "FORWARD-LOOKING STATEMENTS" INTENDED TO QUALIFY FOR THE SAFE HARBORS FROM LIABILITY ESTABLISHED BY SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND SECTION 21E OF THE SECURITIES ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"). THESE FORWARD-LOOKING STATEMENTS GENERALLY CAN BE IDENTIFIED AS SUCH BECAUSE THE CONTEXT OF THE STATEMENT WILL INCLUDE WORDS SUCH AS "BELIEVES," "COULD," "MAY," "SHOULD," "ENABLE," "LIKELY," "PROSPECTS," "SEEK," "PREDICTS," "POSSIBLE," "FORECASTS," "PROJECTS," "ANTICIPATES," "EXPECTS" AND WORDS OF ANALOGOUS IMPORT AND CORRELATIVE EXPRESSIONS THEREOF, AS WELL AS STATEMENTS PRECEDED OR OTHERWISE QUALIFIED BY: "THERE CAN BE NO ASSURANCE" OR "NO ASSURANCE CAN BE GIVEN." SIMILARLY, STATEMENTS THAT DESCRIBE THE COMPANY'S FUTURE PLANS, OBJECTIVES, STRATEGIES OR GOALS ALSO ARE FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS MAY ADDRESS FUTURE EVENTS AND CONDITIONS CONCERNING, AMONG OTHER THINGS, THE COMPANY'S CASH FLOWS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION; THE CONSUMMATION OF ACQUISITION AND FINANCING TRANSACTIONS AND THE EFFECT THEREOF ON THE COMPANY'S BUSINESS, ANTICIPATED CAPITAL EXPENDITURES, PROPOSED OPERATING BUDGETS AND ACCOUNTING RESERVES; LITIGATION; PROPERTY EXPANSION AND DEVELOPMENT PROGRAMS OR PLANS; REGULATORY MATTERS; AND THE COMPANY'S PLANS, GOALS, STRATEGIES AND OBJECTIVES FOR FUTURE OPERATIONS AND PERFORMANCE. ANY SUCH FORWARD-LOOKING STATEMENTS ARE SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN SUCH FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS ARE SUBJECT TO A NUMBER OF ASSUMPTIONS REGARDING, AMONG OTHER THINGS, GENERAL ECONOMIC, COMPETITIVE AND MARKET CONDITIONS. SUCH ASSUMPTIONS NECESSARILY ARE BASED ON FACTS AND CONDITIONS AS THEY EXIST AT THE TIME SUCH STATEMENTS ARE MADE, THE PREDICTION OR ASSESSMENT OF WHICH MAY BE DIFFICULT OR IMPOSSIBLE AND, IN ANY CASE, BEYOND THE COMPANY'S CONTROL. FURTHER, THE COMPANY'S BUSINESS IS SUBJECT TO A NUMBER OF RISKS THAT MAY AFFECT ANY SUCH FORWARD-LOOKING STATEMENTS AND ALSO COULD CAUSE ACTUAL RESULTS OF THE COMPANY TO DIFFER MATERIALLY FROM THOSE PROJECTED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. ALL FORWARD-LOOKING STATEMENTS CONTAINED IN THIS QUARTERLY REPORT ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS IN THIS PARAGRAPH. MOREOVER, THE COMPANY DOES NOT INTEND TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS TO REFLECT ANY CHANGES IN GENERAL ECONOMIC, COMPETITIVE OR MARKET CONDITIONS AND DEVELOPMENTS BEYOND ITS CONTROL. READERS OF THIS QUARTERLY REPORT ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON ANY OF THE FORWARD-LOOKING STATEMENTS SET FORTH HEREIN AND THAT ACTUAL FUTURE RESULTS MAY DIFFER. -17- ILM II LEASE CORPORATION PART II. Other Information ITEM 1. THROUGH 5. NONE ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: None (b) Reports on Form 8-K: None -18- ILM II LEASE CORPORATION 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. BY: ILM II LEASE CORPORATION By: /s/ Jeffry R. Dwyer --------------------------------------- Jeffry R. Dwyer President Dated: February 26, 2002 -19-

Nine Months Ended May 31 -------------------------------- (DOLLARS IN THOUSANDS) 2001 2000 Change ------------------------------------------------ ---------- ---------- ---------- Property revenue 10,622 10,548 0.7 % Property expenses 6,474 6,277 3.1 % ----- ----- ----- Net operating income from property operations 4,148 4,271 (2.9)% ===== ===== ====== Average occupancy level 86.4% 92.0% (6.2)% Average monthly rent per apartment unit 1,941 1,809 7.3 %

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