<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
------ SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 2000
OR
____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-12634
CAMBRIDGE + RELATED HOUSING
PROPERTIES LIMITED PARTNERSHIP
------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 13-3161322
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
625 Madison Avenue, New York, New York 10022
--------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212)421-5333
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 ____
<PAGE>
PART I - Financial Information
Item 1. Financial Statements
CAMBRIDGE + RELATED HOUSING PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
============ ============
August 31, February 29,
2000 2000
------------ ------------
<S> <C> <C>
ASSETS
Property and equipment, net of
accumulated depreciation of
$28,430,812 and $27,628,782,
respectively $ 21,074,650 $ 21,782,960
Property and equipment-held for
sale, net of accumulated
depreciation of $13,903,657
and $17,631,202 16,042,775 17,929,686
Cash and cash equivalents 2,742,782 3,431,673
Cash - restricted for tenants'
security deposits 384,204 420,362
Mortgage escrow deposits 5,545,334 5,306,020
Rents receivable 197,745 130,231
Prepaid expenses and other assets 586,351 505,853
------------ ------------
Total assets $ 46,573,841 $ 49,506,785
============ ============
</TABLE>
2
<PAGE>
CAMBRIDGE + RELATED HOUSING PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
(continued)
<TABLE>
<CAPTION>
============ ============
August 31, February 29,
2000 2000
------------ ------------
<S> <C> <C>
LIABILITIES AND PARTNERS' DEFICIT
Liabilities:
Mortgage notes payable $ 27,939,790 $ 29,892,264
Purchase money notes payable
(Note 2) 24,553,369 26,637,019
Due to selling partners (Note 2) 34,670,718 36,669,868
Accounts payable, accrued expenses
and other liabilities 1,616,778 1,913,437
Tenants' security deposits payable 384,204 420,362
Due to general partners of
subsidiaries and their affiliates 351,153 326,159
Due to general partners and affiliates 1,366,686 1,706,224
Distribution payable 0 1,004,200
------------ ------------
Total liabilities 90,882,698 98,569,533
------------ ------------
Minority interest 125,168 28,932
------------ ------------
Commitments and contingencies
(Note 5)
Partners' deficit:
Limited partners (43,541,155) (48,152,233)
General partners (892,870) (939,447)
------------ ------------
Total partners' deficit (44,434,025) (49,091,680)
------------ ------------
Total liabilities and partners' deficit $ 46,573,841 $ 49,506,785
============ ============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
3
<PAGE>
CAMBRIDGE + RELATED HOUSING PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
======================= =======================
Three Months Ended Six Months Ended
August 31, August 31,
----------------------- -----------------------
2000 1999 2000 1999
----------------------- -----------------------
<S> <C> <C> <C> <C>
Revenues:
Rentals, net $3,468,883 $ 5,210,910 $ 6,975,169 $10,493,257
Other 153,229 205,092 244,786 340,418
Gain (loss) on sale
of properties
(Note 4) 2,549,047 (6,050,854) 2,549,047 (6,050,854)
---------- ---------- ---------- ----------
Total revenues 6,171,159 (634,852) 9,769,002 4,782,821
---------- ---------- ---------- ----------
Expenses
Administrative and
management 786,265 1,431,377 1,739,232 2,527,240
Administrative and
management-
related parties
(Note 3) 405,899 535,581 812,088 1,095,329
Operating 560,221 780,307 1,149,828 1,655,417
Repairs and
maintenance 845,575 1,506,099 1,735,002 2,806,100
Taxes and
insurance 371,881 699,351 816,889 1,368,499
Interest 764,567 1,080,237 1,573,648 2,376,372
Depreciation 399,586 836,118 802,030 1,733,109
---------- ---------- ---------- ----------
Total expenses 4,133,994 6,869,070 8,628,717 13,562,066
---------- ---------- ---------- ----------
Income (loss) before
minority interest 2,037,165 (7,503,922) 1,140,285 (8,779,245)
Minority interest in
(income) loss
of subsidiaries (27,946) 327 (28,608) 15
---------- ---------- ---------- ----------
Income (loss) before
extraordinary
item 2,009,219 (7,503,595) 1,111,677 (8,779,230)
Extraordinary item-
forgiveness of
indebtedness
income (Note 4) 3,545,978 26,330,313 3,545,978 26,330,313
---------- ---------- ---------- ----------
Net income $5,555,197 $18,826,718 $ 4,657,655 $17,551,083
========== ========== ========== ==========
Income (loss) before
extraordinary
item - limited
partners $1,989,127 $(7,428,559)$ 1,100,560 $(8,691,438)
Extraordinary item -
limited partners 3,510,518 26,067,010 3,510,518 26,067,010
---------- ---------- ---------- ----------
</TABLE>
4
<PAGE>
CAMBRIDGE + RELATED HOUSING PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
(continued)
<TABLE>
<CAPTION>
======================= =======================
Three Months Ended Six Months Ended
August 31, August 31,
----------------------- -----------------------
2000 1999 2000 1999
----------------------- -----------------------
<S> <C> <C> <C> <C>
Net income -
limited partners $ 5,499,645 $18,638,451 $ 4,611,078 $17,375,572
========== ========== ========== ==========
Number of limited
partnership
units outstanding 10,038 10,038 10,038 10,038
========== ========== ========== ==========
Income (loss) before
extraordinary
item per limited
partnership unit $ 198.16 $ (740.04)$ 109.64 $ (865.85)
Extraordinary item
per limited
partnership unit 349.72 2,596.83 349.72 2,596.83
---------- ---------- ---------- ----------
Net income
per limited
partnership unit $ 547.88 $ 1,856.79 $ 459.36 $ 1,730.98
========== ========== ========== ==========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
5
<PAGE>
CAMBRIDGE + RELATED HOUSING PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Statement of Partners' Deficit
(Unaudited)
<TABLE>
<CAPTION>
============================================
Limited General
Total Partners Partners
--------------------------------------------
<S> <C> <C> <C>
Balance-
March 1, 2000 $(49,091,680) $(48,152,233) $ (939,447)
Net income -
six months ended
August 31, 2000 4,657,655 4,611,078 46,577
------------ ------------ ----------
Balance-
August 31, 2000 $(44,434,025) $(43,541,155) $ (892,870)
============ ============ ==========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
6
<PAGE>
CAMBRIDGE + RELATED HOUSING PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Increase (decrease) in Cash and Cash Equivalents
(Unaudited)
<TABLE>
<CAPTION>
==========================
Six Months Ended
August 31,
--------------------------
2000 1999
--------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 4,657,655 $17,551,083
----------- -----------
Adjustments to reconcile net income
to net cash used in
operating activities:
(Gain) loss on sale of properties
(Note 4) (2,549,047) 6,050,854
Extraordinary item - forgiveness of
indebtedness income (Note 4) (3,545,978) (26,330,313)
Depreciation 802,030 1,733,109
Minority interest in income (loss)
of subsidiaries 28,608 (15)
Decrease in cash-restricted
for tenants' security deposits 36,158 162,088
(Increase) decrease in mortgage
escrow deposits (178,476) 191,127
(Increase) decrease in rents receivable (67,514) 11,240
(Increase) decrease in prepaid
expenses and other assets (103,630) 241,928
Increase in due to selling partners 1,109,306 1,569,169
Decrease in accounts payable, accrued
expenses and other liabilities (331,877) (3,213,438)
(Decrease) increase in tenants'
security deposits payable (36,158) 16,759
Increase in due to general
partners of subsidiaries and their
affiliates 27,830 235,333
Decrease in due to general partners of
subsidiaries and their affiliates (2,836) (1,317,225)
(Decrease) increase in due to general
partners and affiliates (339,538) 468,538
----------- -----------
Total adjustments (5,151,122) (20,180,846)
----------- -----------
Net cash used in
operating activities (493,467) (2,629,763)
----------- -----------
</TABLE>
7
<PAGE>
CAMBRIDGE + RELATED HOUSING PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Increase (decrease) in Cash and Cash Equivalents
(Unaudited)
(continued)
<TABLE>
<CAPTION>
==========================
Six Months Ended
August 31,
--------------------------
2000 1999
--------------------------
<S> <C> <C>
Cash flows from investing activities:
Proceeds from sale of properties 4,593,628 2,828,103
Acquisitions of property and
equipment (193,040) (236,996)
Increase in mortgage escrow deposits (60,838) (496,637)
----------- -----------
Net cash provided by
investing activities 4,339,750 2,094,470
----------- -----------
Cash flows from financing activities:
Principal payments of mortgage
notes payable (1,952,474) (847,714)
Increase (decrease) in minority interest 67,628 (734)
Distributions paid to partners (1,004,200) (2,020,374)
Increase (decrease) in Purchase Money
Note extension fees payable 47,850 (233,498)
Payments to selling partners (1,693,978) (127,450)
----------- -----------
Net cash used in financing activities (4,535,174) (3,229,770)
----------- -----------
Net decrease in cash and
cash equivalents (688,891) (3,765,063)
Cash and cash equivalents at
beginning of period 3,431,673 6,906,857
----------- -----------
Cash and cash equivalents at
end of period $ 2,742,782 $ 3,141,794
=========== ===========
</TABLE>
8
<PAGE>
CAMBRIDGE + RELATED HOUSING PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Increase (decrease) in Cash and Cash Equivalents
(Unaudited)
(continued)
<TABLE>
<CAPTION>
==========================
Six Months Ended
August 31,
--------------------------
2000 1999
--------------------------
<S> <C> <C>
Supplemental disclosures of
noncash activities:
Forgiveness of indebtedness
Decrease in purchase money
notes payable $(2,131,500) $(12,242,127)
Decrease in due to selling
partners (1,414,478) (14,088,186)
Summarized below are the
components of the gain
on sale of properties:
Decrease in property and
equipment, net of accumulated
depreciation 1,986,231 16,424,662
Decrease in cash-restricted for
tenants' security deposits 0 135,580
Decrease in mortgage escrow
deposits 0 759,183
Decrease in rents receivable 0 123,742
Decrease in prepaid expenses and
other assets 23,132 389,138
Increase in due to general partners
of subsidiaries and their affiliates 0 1,292,862
Decrease in mortgage notes
payable 0 (12,301,905)
Increase in accounts payable, accrued
expenses and other liabilities 35,218 2,370,122
Decrease in tenants' security
deposits payable 0 (314,427)
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
9
<PAGE>
CAMBRIDGE + RELATED HOUSING PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
August 31, 2000
(Unaudited)
NOTE 1 - GENERAL
The consolidated financial statements for the six months ended August 31, 2000
and 1999, include the accounts of Cambridge + Related Housing Properties Limited
Partnership, a Massachusetts limited Partnership (the "Partnership") and
twenty-four and thirty Subsidiary Partnerships ("Subsidiaries", "Subsidiary
Partnerships" or "Local Partnerships"), respectively, zero and five of which,
respectively, only have activity through the effective date of the sale of
Partnership interest and one and zero of which, respectively, only have activity
through the date of the sale of property and related assets and liabilities (see
Note 4). The Partnership is a limited partner, with an ownership interest of
98.99% in each of the Subsidiary Partnerships. Through the rights of the
Partnership and/or one of its general partners (a "General Partner"), which
General Partner has a contractual obligation to act on behalf of the
Partnership, the right to remove the local general partner of the Subsidiary
Partnerships and to approve certain major operating and financial decisions, the
Partnership has a controlling financial interest in the Subsidiary Partnerships.
For financial reporting purposes, the Partnership's fiscal quarter ends on
August 31. All Subsidiaries have fiscal quarters ending June 30. Accounts of
Subsidiaries have been adjusted for intercompany transactions from July 1
through August 31. The Partnership's fiscal quarter ends on August 31 in order
to allow adequate time for the Subsidiaries' financial statements to be prepared
and consolidated. The books and records of the Partnership are maintained on the
accrual basis of accounting, in accordance with generally accepted accounting
principles ("GAAP").
All intercompany accounts and transactions have been eliminated in
consolidation.
Increases (decreases) in the capitalization of consolidated Subsidiaries
attributable to minority interest arise from cash contributions from and cash
distributions to the minority interest partners.
Losses attributable to minority interests which exceed the minority interests'
investment in a Subsidiary have been charged to the Partnership. Such losses
aggregated approximately $0 and $88,000 for both
10
<PAGE>
CAMBRIDGE + RELATED HOUSING PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
August 31, 2000
(Unaudited)
the three and six months ended August 31, 2000 and 1999. The Partnership's
investment in each Subsidiary is equal to the respective Subsidiary's partners'
equity less minority interest capital, if any.
These unaudited financial statements have been prepared on the same basis as the
audited financial statements included in the Partnership's Form 10-K for the
year ended February 29, 2000. In the opinion of the General Partners, the
accompanying unaudited financial statements contain all adjustments (consisting
only of normal recurring adjustments) necessary to present fairly the financial
position of the Partnership as of August 31, 2000, the results of operations for
the three and six months ended August 31, 2000 and 1999 and cash flows for the
six months ended August 31, 2000 and 1999. However, the operating results for
the six months ended August 31, 2000 may not be indicative of the results for
the year.
Certain information and note disclosures normally included in financial
statements prepared in accordance with GAAP have been omitted. It is suggested
that these consolidated financial statements should be read in conjunction with
the financial statements and notes thereto included in the Partnership's
February 29, 2000 Annual Report on Form 10-K.
NOTE 2 - PURCHASE MONEY NOTES PAYABLE
Nonrecourse Purchase Money Notes (the "Purchase Money Notes") were issued to the
selling partners of the Subsidiary Partnerships as part of the purchase price,
and are secured only by the Partnership's interest in the Subsidiary Partnership
to which the Purchase Money Note relates.
The Purchase Money Notes, which provide for simple interest, will not be in
default, if not less than 60% of the cash flow actually distributed to the
Partnership by the corresponding Subsidiary Partnership (generated by the
operations, as defined) is applied first to accrued interest and then to current
interest thereon. As of August 31, 2000, the maturity dates of the Purchase
Money Notes associated with the remaining properties owned by the Subsidiary
Partnerships were extended for three to five years (see below). Any interest not
paid currently accrues, without further interest thereon, through the extended
due date of the Purchase Money Note. Continued accrual of such interest without
payment would impact the effective rate of the Purchase Money Notes,
specifi-
11
<PAGE>
CAMBRIDGE + RELATED HOUSING PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
August 31, 2000
(Unaudited)
cally by reducing the current effective interest rate of 9%. The exact effect is
not determinable inasmuch as it is dependent on the actual future interest
payments and ultimate repayment dates of the Purchase Money Notes. Unpaid
interest of $34,545,670 and $36,560,820 at August 31, 2000 and February 29,
2000, respectively, has been accrued and is included in the caption due to
selling partners. In general, the interest on and the principal of each Purchase
Money Note is also payable to the extent of the Partnership's actual receipt of
proceeds from the sale or refinancing of the apartment complex, or in some cases
the interest in the Local Partnerships in which the Partnership invested ("Local
Partnership Interest") to which the Purchase Money Note relates.
The Partnership was permitted to extend the term of the Purchase Money Notes for
up to five additional years. In connection with such extensions, the Partnership
incurred an extension fee of 1/2% per annum of the outstanding principal balance
of the Purchase Money Notes. The Partnership sent an extension notice to each
Purchase Money Note holder that pursuant to the Purchase Money Note it was
extending the maturity. However in certain cases, the Partnership did not pay
the extension fee at that time, deferring such payment to the future. Extension
fees in the amount of $716,985 were incurred by the Partnership through August
31, 2000. Such Purchase Money Notes are now extended with maturity dates ranging
from July 2001 to December 2004. Extension fees of $581,032 were accrued and
added to the Purchase Money Notes balance.
The Partnership expects that upon final maturity it will be required to
refinance or sell its investments in the Local Partnerships in order to pay the
Purchase Money Notes and accrued interest thereon. Based on the historical
operating results of the Local Partnerships and the current economic conditions
including changes in tax laws, it is unlikely that the proceeds from such sales
will be sufficient to meet the outstanding balances. Management is working with
the Purchase Money Note holders to restructure and/or refinance the Purchase
Money Notes. No assurance can be given that management's efforts will be
successful. The Purchase Money Notes are without personal recourse to either the
Partnership or any of its partners and the sellers' recourse, in the event of
non-payment, would be to foreclose on the Partnership's interests in the
respective Local Partnerships.
12
<PAGE>
CAMBRIDGE + RELATED HOUSING PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
August 31, 2000
(Unaudited)
During the six months ended August 31, 2000 and 1999, the Partnership received
cash flow distributions aggregating $43,500 and $182,415, respectively, of which
$26,100 and $109,449 was used to pay interest on the Purchase Money Notes. In
addition, the Partnership received a distribution of proceeds from the sale of
one and zero Local Partnerships and proceeds from the sale of its Local
Partnership Interest in zero and five Local Partnerships aggregating $3,572,961
and $0 and $0 and $2,828,103, respectively, of which $1,667,877 and $0 was used
to pay principal on the Purchase Money Notes during the six months ended August
31, 2000 and 1999, respectively.
13
<PAGE>
CAMBRIDGE + RELATED HOUSING PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
August 31, 2000
(Unaudited)
NOTE 3 - RELATED PARTY TRANSACTIONS
The costs incurred to related parties for the three and six months ended August
31, 2000 and 1999 were as follows:
<TABLE>
<CAPTION>
======================== =======================
Three Months Ended Six Months Ended
August 31, August 31,
------------------------ -----------------------
2000 1999 2000 1999
------------------------ -----------------------
<S> <C> <C> <C> <C>
Partnership manage-
ment fees (a) $ 241,709 $ 241,709 $ 483,419 $ 483,419
Expense reimburse-
ment (b) 22,923 27,621 48,378 56,621
Property manage-
ment fees
incurred to
affiliates of
the General
Partners (c) 33,458 7,054 61,756 38,198
Local administra-
tive fee (d) 4,000 6,000 9,000 11,000
----------- ---------- ---------- ----------
Total general and
administrative-
General Partners 302,090 282,384 602,553 589,238
----------- ---------- ---------- ----------
Property manage-
ment fees
incurred to
affiliates of the
Subsidiary
Partnerships'
general
partners (c) 103,809 242,427 201,930 495,321
Subsidiary
Partnerships'
general partners
incentive fee (e) 0 10,770 7,605 10,770
----------- ---------- ---------- ----------
Total general and
administrative-
related parties $ 405,899 $ 535,581 $ 812,088 $1,095,329
=========== ========== ========== ==========
</TABLE>
(a) After all other expenses of the Partnership are paid, an annual Partnership
management fee of up to .5% of invested assets is payable to the Partnership's
General Partners and affiliates. Partnership management fees owed to the General
Partners amounting to approximately $609,000 and $875,000 were accrued and
unpaid as of August 31, 2000 and February 29, 2000, respectively. Without the
General Partners' continued allowance of accrual without payment of certain fees
and
14
<PAGE>
CAMBRIDGE + RELATED HOUSING PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
August 31, 2000
(Unaudited)
expense reimbursements, the Partnership will not be in a position to meet its
obligations. The General Partners have continued to allow the accrual without
payment of these amounts but is under no obligation to continue to do so.
(b) The Partnership reimburses the General Partners and their affiliates for
actual Partnership operating expenses incurred by the General Partners and their
affiliates on the Partnership's behalf. The amount of reimbursement from the
Partnership is limited by the provisions of the partnership agreement. Another
affiliate of the General Partners performs asset monitoring for the Partnership.
These services include site visits and evaluations of the Subsidiary
Partnerships' performance.
(c) Property management fees incurred by Local Partnerships to affiliates of the
Local Partnerships amounted to $137,267 and $242,427 and $263,686 and $495,321
for the three and six months ended August 31, 2000 and 1999, respectively. Of
such fees $33,458 and $7,054 and $61,756 and $38,198, respectively, were
incurred to a company which is also an affiliate of the General Partners.
(d) Cambridge/Related Housing Associates Limited Partnership, the special
limited partner of each of the Subsidiary Partnerships, owning .01%, is entitled
to receive a local administrative fee of up to $2,500 per year from each
Subsidiary Partnership.
(e) The Partnership entered into an agreement with the local general partner of
Parktowne Ltd. and Westwood Apartment Company Ltd., which provides for an annual
incentive fee based on cash flow distributed from the respective properties.
Such fee amounted to $0 and $10,770 and $7,605 and $10,770 for the three and six
months ended August 31, 2000 and 1999, respectively.
NOTE 4 - SALE OF PROPERTIES
GENERAL
The Partnership is currently in the process of winding up its operations and
disposing of its investments. It is anticipated that this process will take a
number of years. As of August 31, 2000, the Partnership has disposed of
twenty-one of its forty-four original investments. Eight additional investments
are listed for sale and the Partnership anticipates that the fifteen remaining
investments will be listed for sale by Decem-
15
<PAGE>
CAMBRIDGE + RELATED HOUSING PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
August 31, 2000
(Unaudited)
ber 31, 2001. There may be no assurance as to when the Partnership will dispose
of its last remaining investments or the amount of proceeds which may be
received. However, based on the historical operating results of the Local
Partnerships and the current economic conditions including changes in tax laws,
it is unlikely that the proceeds from such sales received by the Partnership
will be sufficient to return to the limited partners their original investment.
INFORMATION REGARDING DISPOSITION
On June 18, 1999, the Partnership's limited partnership interest in Warren Manor
Apartments Limited Partnership was sold to the local general partners for
approximately $935,000, resulting in a loss in the amount of approximately
$3,548,000. No proceeds were used to settle the associated Purchase Money Note
and accrued interest thereon, which had a total outstanding balance of
approximately $9,187,000, resulting in forgiveness of indebtedness income.
On June 18, 1999, the Partnership's limited partnership interest in Golf Manor
Apartments Limited Partnership was sold to the local general partners for
approximately $255,000, resulting in a loss in the amount of approximately
$544,000. No proceeds were used to settle the associated Purchase Money Note and
accrued interest thereon, which had a total outstanding balance of approximately
$2,227,000, resulting in forgiveness of indebtedness income.
On June 18, 1999, the Partnership's limited partnership interest in Warren Woods
Apartments, L.P. was sold to the local general partners for approximately
$377,000, resulting in a loss in the amount of approximately $1,914,000. No
proceeds were used to settle the associated Purchase Money Note and accrued
interest thereon, which had a total outstanding balance of approximately
$3,532,000, resulting in forgiveness of indebtedness income.
On June 18, 1999, the Partnership's limited partnership interest in Rosewood
Manor Apartments Limited Partnership was sold to the local general partners for
approximately $406,000, resulting in a loss in the amount of approximately
$1,031,000. No proceeds were used to settle the associated Purchase Money Note
and accrued interest thereon, which had a total outstanding balance of
approximately $3,568,000, resulting in forgiveness of indebtedness income.
16
<PAGE>
CAMBRIDGE + RELATED HOUSING PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
August 31, 2000
(Unaudited)
On June 18, 1999, the Partnership's limited partnership interest in Canton
Commons Apartments Limited Partnership was sold to the local general partners
for approximately $855,000, resulting in a gain in the amount of approximately
$987,000. No proceeds were used to settle the associated Purchase Money Note and
accrued interest thereon, which had a total outstanding balance of approximately
$7,816,000, resulting in forgiveness of indebtedness income.
On May 5, 1999, Wingate Associates Limited entered into an agreement for the
purchase and sale of real estate with an unaffiliated third party for a price of
$2,560,000. Since entering into the agreement, the purchaser and Wingate
Associates Limited have negotiated amendments to such agreement. The amendments
call for a reduction in the purchase price to $2,360,000 and an additional down
payment of $25,000. The closing is expected to occur in late 2000. No assurances
can be given that the sale will actually occur.
On October 6, 1999, Westgate Associates Limited ("Westgate") entered into an
agreement for the purchase and sale of real estate with an unaffiliated third
party for a purchase price of approximately $2,055,000. The sale is expected to
take place in October 2000. No assurances can be given that the sale will
actually occur.
On January 17, 2000, Rolling Meadows Apartments, Ltd. ("Rolling Meadows")
entered into an agreement for the purchase and sale of real estate with an
unaffiliated third party for a purchase price of $2,400,000. The sale was
expected to occur in August 2000 but has been extended to October 2000. No
assurances can be given that the sale will actually occur.
On April 28, 2000, the property and the related assets and liabilities of
Pacific Palms were sold to a third party for approximately $4,900,000, resulting
in a gain of approximately $2,549,000. The Partnership used approximately
$1,668,000 of the net proceeds to settle the associated Purchase Money Notes and
accrued interest thereon which had a total outstanding balance of approximately
$5,214,000, resulting in forgiveness of indebtedness of approximately
$3,546,000. The Partnership netted approximately $1,905,000 of cash which was
placed into working capital to pay Partnership expenses. For tax purposes, the
entire gain to be realized by the Partnership is anticipated to be approximately
$6,402,000.
17
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CAMBRIDGE + RELATED HOUSING PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
August 31, 2000
(Unaudited)
On June 19, 2000, New Jersey Ltd. entered into a purchase and sale agreement to
sell its property and the related assets and liabilities to an unaffiliated
third party for a purchase price of approximately $2,050,000. The closing is
expected to take place in late 2000. No assurances can be given that the sale
will actually occur.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
The following disclosure includes changes and/or additions to disclosures
regarding the Subsidiary Partnership which were included in the Partnership's
Annual Report on Form 10-K for the period ended February 29, 2000.
a) Purchase Money Notes
As part of the purchase price of its investment in the Local Partnerships, the
Partnership issued approximately $61,029,000 of Purchase Money Notes. As of the
end of the 1999 Fiscal Year, unpaid accrued interest on the Purchase Money Notes
amounted to approximately $36,561,000. The principal of and all accrued interest
on the Purchase Money Notes is due at maturity. The Partnership was permitted to
extend the term of the Purchase Money Notes for up to five additional years. In
connection with such extensions, the Partnership incurred an extension fee of
1/2% per annum of the outstanding principal balance of the assets. The
Partnership sent an extension notice to each Purchase Money Note holder that
pursuant to the note, it was extending the maturity. However, in certain cases
the Partnership did not pay the extension fee at that time, deferring such
payment to the future. The holders of the Note could argue that until the fee is
paid the Note has not been properly extended.
b) Legal Proceedings
GRANDVIEW-BLUE RIDGE MANOR LIMITED, BRECKENRIDGE-CHAPARRAL APARTMENTS II, LTD.,
EL PASO-GATEWAY EAST, LTD., ALBUQUERQUE-LAFAYETTE SQUARE APARTMENTS, LTD.,
CORPUS CHRISTI-OSO BAY APARTMENTS, LTD., SAN DIEGO-LOGAN SQUARE GARDENS CO.,
ARDMORE-ROLLING MEADOWS OF ARDMORE, LTD., FORT WORTH-NORTHWOODS APARTMENTS,
LTD., STEPHENVILLE-TARLETON ARMS APARTMENTS, LTD., AND CADDO PARRISH-VILLAS
18
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CAMBRIDGE + RELATED HOUSING PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
August 31, 2000
(Unaudited)
SOUTH, A LOUISIANA LIMITED PARTNERSHIP F/K/A VILLAS SOUTH, LTD. (THE "ROAR
PROPERTIES").
In 1998, the Purchase Money Note holder, Roar Company (the "Noteholders")
disputed the exact calculation of the extension fee. The Partnership cannot sell
or otherwise liquidate its investments in those Local Partnerships that have
subsidy agreements with HUD during the period that such agreements are in
existence without HUD's approval. It is uncertain as to whether the proceeds
from such sales will be sufficient to meet the outstanding balances of
principal, accrued interest and extension fees. No agreement has been reached
with the Noteholders regarding the sale of the Roar Properties or the
calculation of the extension fee.
In order to facilitate an orderly disposition of the Partnership's assets, the
Partnership formed Cambridge Liquidating Trust II ("Trust II"), a Massachusetts
general partnership, on December 31, 1998, which is owned 99% by Cambridge
Liquidating GP II, L.L.C. ("GP II") and 1% by Cambridge Liquidating GP I, L.L.C.
("GP I"). Both GP I and GP II are owned by the Partnership.
The Partnership then assigned its limited partnership interests in the Roar
Properties to Trust II. In each case, the interests were assigned subject to
each respective Purchase Money Note. The assignment did not involve any
consideration being paid to the Partnership; therefore, there should not be any
tax effect to the limited partners of the Partnership.
On August 27, 1999, Trust II filed a Declaratory Judgment Action styled
Cambridge Liquidating Trust II v. Roar Company, et al, Cause No. 99-06802 in the
191st District Court of Dallas County Texas seeking a court ruling as to the
proper calculation of the extension fee (the "Action"). Prior to September 1,
1999, the Noteholders were tendered the sums calculated to be due as the
extension fees under the Purchase Money Notes as of August 31, 1999. A
representative of the Noteholders stated that the tender was rejected. The
checks that were tendered were not cashed. Trust II seeks a declaratory
judgement that the maturity dates of the Purchase Money Notes have been extended
and that the extension fees it tendered were properly calculated. Trust II also
seeks an accounting that the Trustee for the alleged owners and holders of the
Notes has failed to make approximately $93,000 in distributions
19
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CAMBRIDGE + RELATED HOUSING PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
August 31, 2000
(Unaudited)
to Trust II and/or its predecessors. The discovery process is in its very
preliminary stages. Trust II intends to vigorously pursue its claims. To date,
defendants have filed a "general denial". The present Scheduling order in place
sets the case for trial on May of 2001. Mediation must be conducted by December
31, 2000. Management of the Partnership will vigorously prosecute the Action and
may assert claims against the Noteholders. The General Partner can express no
opinion on the outcome of the case.
NOTE 6 - SUBSEQUENT EVENTS
On September 14, 2000, the property and the related assets and liabilities of
Westwood Apartments Company, Ltd. ("Westwood") were sold to an unaffiliated
third party for $2,025,000, resulting in a loss of approximately $131,000. The
Partnership advanced approximately $234,000 and along with the net sales
proceeds used these funds to pay off the outstanding HUD mortgage. No proceeds
were used to settle the associated Purchase Money Note and accrued interest
thereon, which had a total outstanding balance of approximately $3,059,000,
resulting in forgiveness of indebtedness income. For tax purposes, the entire
gain to be realized by the Partnership is anticipated to be approximately
$4,993,000.
On September 14, 2000, the property and the related assets and liabilities of
Parktowne Ltd. ("Parktowne") were sold to an unaffiliated third party for
$2,500,000, resulting in a gain of approximately $347,000. The Partnership used
approximately $839,000 of the net proceeds to settle the associated Purchase
Money Note and accrued interest thereon, which had an outstanding balance of
approximately $1,791,000, resulting in forgiveness of indebtedness income of
approximately $952,000. For tax purposes, the entire gain to be realized by the
Partnership is anticipated to be approximately $2,819,000.
20
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's primary sources of funds are (i) cash distributions from
operations and sales of the Local Partnerships in which the Partnership has
invested, (ii) interest earned on funds and (iii) cash in working capital
reserves. All of these sources of funds are available to meet the obligations of
the Partnership.
During the six months ended August 31, 2000 and 1999, the Partnership received
cash flow distributions aggregating $43,500 and $182,415, respectively, of which
$26,100 and $109,449 was used to pay interest on the Purchase Money Notes. In
addition, the Partnership received a distribution of proceeds from the sale of
one and zero Local Partnerships and proceeds from the sale of its Local
Partnership Interest in zero and five Local Partnerships aggregating $3,572,961
and $0 and $0 and $2,828,103, respectively, of which $1,667,877 and $0 was used
to pay principal on the Purchase Money Notes during the six months ended August
31, 2000 and 1999, respectively.
During the six months ended August 31, 2000, cash and cash equivalents of the
Partnership and its twenty-four consolidated Local Partnerships decreased
approximately ($689,000). This decrease was due to cash used by operating
activities ($493,000) principal payments of mortgage notes payable ($1,952,000),
an increase in mortgage escrow deposits ($61,000), distributions paid to
partners ($1,004,000), payments to selling partners ($1,694,000) and
acquisitions of property and equipment ($193,000) which exceeded proceeds from
the sale of properties ($4,594,000), an increase in Purchase Money Note
extension fees payable ($48,000) and an increase in capitalization of
consolidated subsidiaries attributable to minority interest ($68,000). Included
in the adjustments to reconcile the net income to cash used in operating
activities is depreciation ($802,000).
The Partnership has a working capital reserve of approximately $1,963,000 at
August 31, 2000. The working capital reserve is temporarily invested in money
market accounts which can be easily liquidated to meet obligations as they
arise. The General Partners believe that the Partnership's reserves, net
proceeds from future sales and future cash flow distributions will be adequate
for its operating needs and plan to continue investing available reserves in
short term investments. In March 2000 and 1999, a distribution of approximately
$994,000 and $2,000,000 and $10,000 and $20,000 was paid to the limited partners
and General Partners, respectively, from net proceeds from the sale of
properties. None of the total distributions of approximately $1,004,000
21
<PAGE>
and $2,020,000 for the six months ended August 31, 2000 and 1999, was deemed to
be a return of capital in accordance with GAAP.
Partnership management fees owed to the General Partners amounting to
approximately $609,000 and $875,000 were accrued and unpaid as of August 31,
2000 and February 29, 2000. Without the General Partners' continued allowance of
accrual without payment of certain fees and expense reimbursements, the
Partnership will not be in a position to meet its obligations. The General
Partners have continued to allow the accrual without payment of these amounts
but is under no obligation to continue to do so.
The Local Partnerships which receive government assistance are subject to
low-income use restrictions which limit the owners' ability to sell or refinance
the properties. In order to maintain the existing inventory of affordable
housing, Congress passed a series of related acts including the Emergency Low
Income Preservation Act of 1987, the Low-Income Housing Preservation and
Resident Homeownership Act of 1990 (together the "Preservation Acts") and the
Housing Opportunity Program Extension Act of 1996 (the "1996 Act"). In exchange
for maintaining the aforementioned use restrictions, the Preservation Acts
provide financial incentives for owners of government assisted properties. The
1996 Act provides financial assistance by funding the sale of such properties to
not-for-profit owners and also restores the owners ability to prepay their U.S.
Department of Housing and Urban Development ("HUD") mortgage and convert the
property to condominiums or market-rate rental housing. Local general partners
have filed for incentives under the Preservation Acts or the 1996 Act for the
following local partnerships: San Diego - Logan Square Gardens Company,
Albuquerque - Lafayette Square Apts. Ltd., Westgate Associates Limited,
Riverside Gardens Limited Partnership, Pacific Palms, Canton Commons Associates,
Rosewood Manor Associates, Bethany Glen Associates and South Munjoy Associates,
Limited. The South Munjoy Associates, Limited property and the Riverside Gardens
Limited Partnership were sold on September 9, 1997 and April 27, 1998,
respectively. The Bethany Glen Associates property was sold on November 8, 1999.
The Canton Commons Associates and Rosewood Manor Associates, limited partnership
interests were sold on June 18, 1999. The Westgate Associates Limited
Partnership entered into a purchase and sale contract with an unaffiliated third
party purchaser as of March 6, 2000. No assurance can be given that the
transaction will be consummated. The Pacific Palms property was sold on April
28, 2000. The local general partners of the other properties are either
negotiating purchase and sale contracts or exploring their alternatives under
the 1996 Act.
For a discussion of Purchase Money Notes payable see Note 2 to the financial
statements.
22
<PAGE>
For a discussion of the Partnership's sale of properties see Note 4 to the
financial statements.
For a discussion of contingencies affecting certain Local Partnerships, see Note
5 to the financial statements and Part II, Item 1 of this report. Since the
maximum loss the Partnership would be liable for is its net investment in the
respective Local Partnerships, the resolution of the existing contingencies is
not anticipated to impact future results of operations, liquidity or financial
condition in a material way although the Partnership would lose its entire
investment in the property and any ability for future appreciation.
Management is not aware of any trends or events, commitments or uncertainties
which have not otherwise been disclosed that will or are likely to impact
liquidity in a material way. Management believes the only impact would be from
laws that have not yet been adopted. The portfolio is diversified by the
location of the properties around the United States so that if one area of the
United States is experiencing downturns in the economy, the remaining properties
in the portfolio may be experiencing upswings. However, the geographic
diversifications of the portfolio may not protect against a general downturn in
the national economy.
RESULTS OF OPERATIONS
The results of operations of the Partnership, as well as the Local Partnerships,
remained fairly consistent during the three and six months ended August 31, 2000
and 1999, excluding Bethany Glen Associates and Pacific Palms Limited
Partnership which sold their properties and Warren Manor Apartments Limited
Partnership, Golf Manor Limited Partnership, Warren Woods Apartments L.P.,
Canton Commons Apartments Limited Partnership and Rosewood Manor Apartments
Limited Partnership in which the Partnership's interest was sold (collectively
the "Sold Assets"). Contributing to the relatively stable operations at the
Local Partnerships is the fact that a large portion of the Local Partnerships
are operating under government assistance programs which provide for rental
subsidies and/or reductions of mortgage interest payments under HUD Section 8
and Section 236 programs.
The Partnership's primary source of income continues to be its portion of the
Local Partnerships' operating results. The majority of Local Partnership income
continues to be in the form of rental income with the corresponding expenses
being divided among operations, depreciation, and mortgage interest. In
addition, the Partnership incurred interest expense relating to the Purchase
Money Notes issued when the Local Partnership Interests were acquired.
23
<PAGE>
Rental income decreased approximately 33% and 34% for the three and six months
ended August 31, 2000 as compared to 1999. Excluding the Sold Assets, rental
income increased approximately 6% and 5% for the three and six months ended
August 31, 2000 as compared to 1999, primarily due to rental rate increases and
decreases in vacancies at seven Local Partnerships.
Other income decreased approximately 25% and 28% for the three and six months
ended August 31, 2000 as compared to 1999. Excluding the Sold Assets, such
income increased approximately 11% for both the three and six months ended
August 31, 2000, primarily due to an increase in interest income and
miscellaneous income received from prior sold properties at the Partnership
level.
Total expenses, excluding the Sold Assets and administrative and management,
remained fairly consistent with decreases of approximately 3% and 1% for the
three and six months ended August 31, 2000 as compared to 1999.
Administrative and management decreased approximately 45% and 31% for the three
and six months ended August 31, 2000 as compared to 1999. Excluding the Sold
Assets, administrative and management decreased approximately 34% and 18%,
primarily due to a decrease in legal fees incurred by the Partnership and a
decrease in the amortization of the Purchase Money Note extension fees.
Administrative and management-related parties, operating, repairs and
maintenance, taxes and insurance, interest and depreciation expense decreased
approximately $130,000 and $283,000, $220,000 and $506,000, $661,000 and
$1,071,000, $327,000 and $552,000, $316,000 and $803,000, $437,000 and $931,000,
respectively, for the three and six months ended August 31, 2000 as compared to
1999, primarily due to decreases relating to the Sold Assets. Excluding the Sold
Assets, administrative and management-related parties, operating, repairs and
maintenance, taxes and insurance, and interest increased (decreased)
approximately $27,000 and $27,000, $33,000 and $24,000, ($51,000) and ($20,000),
($36,000) and $32,000, ($62,000) and ($123,000), respectively, for the three and
six months ended August 31, 2000 as compared to 1999. Excluding the Sold Assets,
Rolling Meadows Apartments, Ltd., Westgate Associates, Limited and Wingate
Associates, Limited for depreciation only, depreciation expense remained fairly
consistent with a decrease of approximately $9,000 and $16,000 for the three and
six months ended August 31, 2000 as compared to 1999. Rolling Meadows
Apartments, Ltd., Westgate Associates, Limited and Wingate Associates, Limited
are not depreciated during the period because they are classified as assets held
for sale.
24
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
None
25
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings - This information is incorporated by reference to the
discussion of the Roar Properties in Note 5 to the Financial Statements.
Item 2. Changes in Securities and Use of Proceeds - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders -
None
Item 5. Other information - None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
27 Financial Data Schedule (filed herewith)
(b) Reports on Form 8-K - No reports on Form 8-K were filed during
the quarter.
26
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAMBRIDGE + RELATED HOUSING
PROPERTIES LIMITED PARTNERSHIP
(Registrant)
By: GOVERNMENT ASSISTED PROPERTIES,
INC., a General Partner
Date: September 20, 2000
By: /s/ Alan P. Hirmes
-------------------
Alan P. Hirmes,
President and Principal
Executive and Financial Officer
Date: September 20, 2000
By: /s/ Glenn F. Hopps
-------------------
Glenn F. Hopps,
Treasurer and
Principal Accounting Officer
By: RELATED HOUSING PROGRAMS
CORPORATION, a General Partner
Date: September 20, 2000
By: /s/ Alan P. Hirmes
-------------------
Alan P. Hirmes,
President and Principal
Executive Financial Officer
Date: September 20, 2000
By: /s/ Glenn F. Hopps
-------------------
Glenn F. Hopps,
Treasurer and
Principal Accounting Officer
