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 June 25, 1999
OR
____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-13782
CAMBRIDGE ADVANTAGED
PROPERTIES LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware 13-3228969
(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 reg-
istrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____
<PAGE>
<TABLE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
<CAPTION>
June 25, March 25,
1999 1999
<S> <C> <C>
ASSETS
Property and equipment - net,
less accumulated depreciation
of $72,482,713 and $71,906,694,
respectively $ 70,772,421 $ 76,007,692
Property and equipment -
held for sale - net, less
accumulated depreciation of
$8,450,786 and $14,328,726,
respectively 13,940,601 20,352,011
Cash and cash equivalents 9,318,519 2,658,449
Cash - restricted for tenants'
security deposits 1,112,334 1,213,550
Mortgage escrow deposits 9,521,031 10,549,951
Prepaid expenses and
other assets 1,248,625 1,655,056
Total assets $105,913,531 $112,436,709
LIABILITIES AND PARTNERS' DEFICIT
Liabilities
Mortgage notes payable $ 60,301,470 $ 68,827,382
Purchase money notes payable
(Note 2) 50,451,163 62,215,705
Due to selling partners
(Note 2) 74,345,731 81,667,934
Accounts payable, accrued
expenses and other liabilities 4,303,778 3,538,143
Tenants' security deposits payable 1,044,229 1,152,240
Due to general partners of
subsidiaries and their affiliates 1,781,806 1,606,773
Due to general partners and
affiliates 1,964,140 2,435,696
Total liabilities 194,192,317 221,443,873
Minority interest 616,696 593,370
Commitments and contingencies
(Note 5)
Partners' deficit:
Limited partners (87,469,003) (107,967,004)
General partners (1,426,479) (1,633,530)
Total partners' deficit (88,895,482) (109,600,534)
Total liabilities and
partners' deficit $105,913,531 $112,436,709
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<CAPTION>
Three Months Ended
June 25,
1999 1998*
<S> <C> <C>
Revenues:
Rentals, net $ 6,795,407 $ 7,099,729
Other 267,307 247,181
Gain on sale of property (Note 4) 8,978,721 7,398,120
Total revenues 16,041,435 14,745,030
Expenses
Administrative and management 1,385,840 1,316,131
Administrative and management-
related parties (Note 3) 716,632 714,079
Operating 1,515,696 1,610,509
Repairs and maintenance 1,782,590 1,765,439
Taxes and insurance 872,207 952,513
Interest 2,127,005 2,329,205
Depreciation 1,389,530 1,501,829
Total expenses 9,789,500 10,189,705
Net income before minority interest 6,251,935 4,555,325
Minority interest in income of
subsidiaries (25,268) (608)
Income before extra-
ordinary item 6,226,667 4,554,717
Extraordinary item-forgiveness of
indebtedness income (Note 4) 14,478,385 0
Net income $20,705,052 $ 4,554,717
Limited Partners Share:
Income before extraordinary item $ 6,164,400 $ 4,509,170
Extraordinary item 14,333,601 0
Net income $20,498,001 $ 4,509,170
Number of units outstanding 12,074 12,074
Income before extraordinary
item per limited partner unit $ 511 $ 373
Extraordinary item per limited
partner unit 1,187 0
Net income per limited partner unit $ 1,698 $ 373
*Reclassified for comparative purposes.
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Statement of Changes In Partners' Deficit
(Unaudited)
<CAPTION>
Limited General
Total Partners Partners
<S> <C> <C> <C>
Balance -
March 26, 1999 $(109,600,534) $(107,967,004) $(1,633,530)
Net income 20,705,052 20,498,001 207,051
Balance -
June 25, 1999 $ (88,895,482) $ (87,469,003) $(1,426,479)
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
<CAPTION>
Three Months Ended
June 25,
1999 1998*
<S> <C> <C>
Cash flows from operating activities:
Net income $ 20,705,052 $ 4,554,717
Adjustments to reconcile net income
to net cash provided
by operating activities:
Gain on sale of property (Note 4) (8,978,721) (7,398,120)
Extraordinary item-forgiveness of
indebtedness income (Note 4) (14,478,385) 0
Depreciation 1,389,530 1,501,829
Minority interest in income
of subsidiaries 25,268 608
(Increase) decrease in cash-restricted
for tenants' security deposits (54,035) 3,372
Decrease (increase) in mortgage
escrow deposits 1,061,024 (400,282)
Decrease in prepaid
expenses and other assets 114,484 342,766
Increase in due to selling partners 1,624,020 1,967,607
Payments of interest to selling
partners (178,395) (3,923)
Increase in accounts payable,
accrued expenses and other liabilities 1,270,596 89,006
Decrease in tenants' security
deposits payable 7,851 25,271
Increase in due to general partners
of subsidiaries and their affiliates 376,814 113,523
Decrease in due to general partners
of subsidiaries and their affiliates (15,572) (153,067)
(Decrease) increase in due to
general partners and affiliates (471,556) 302,278
Total adjustments (18,307,077) (3,609,132)
Net cash provided by
operating activities 2,397,975 945,585
Cash flows from investing activities:
Proceeds from sale of properties 13,500,000 600,000
Acquisitions of property and
equipment (118,034) (216,941)
Increase in mortgage
escrow deposits (421,151) (194,415)
Net cash provided by
investing activities 12,960,815 188,644
Cash flows from financing activities:
Decrease in purchase
money notes payable (170,866) 0
Principal payment of mortgage
notes payable (8,525,912) (542,580)
Decrease in minority interest (1,942) (1,833)
Net cash used in financing activities (8,698,720) (544,313)
Net increase in cash and cash
equivalents 6,660,070 589,916
Cash and cash equivalents -
beginning of period 2,658,449 1,976,935
Cash and cash equivalents -
end of period $ 9,318,519 $ 2,566,851
Supplemental disclosures of noncash
activities:
Increase in property and equipment -
held for sale reclassified from
property and equipment $12,289,350 $12,785,288
Forgiveness of indebtedness
(Note 4):
Decrease in purchase money
note payable (5,371,742) 0
Decrease in due to selling
partners (8,767,828) 0
Decrease in due to general partners
of subsidiaries and affiliates (186,209) 0
Decrease in accounts payable,
accrued expenses and other liabilities (152,606) 0
Summarized below are the components
of the gain on sale of property:
Decrease in property and equipment,
net of accumulated depreciation 7,574,951 669
Decrease in cash - restricted for tenants'
security deposits 155,251 0
Decrease in mortgage escrow deposits 389,047 0
Decrease in prepaid expenses and
other assets 291,947 0
Decrease in purchase money
notes payable (3,421,700) (2,545,263)
Decrease in due to selling partners 0 (4,257,845)
Decrease in accounts payable,
accrued expenses and other liabilities (352,355) 0
Decrease in tenant's security
deposits payable (115,862) 0
Decrease in due to general partners of
subsidiaries and their affiliates 0 4,319
*Reclassified for comparative purposes.
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 25, 1999
(Unaudited)
Note 1 - General
The consolidated financial statements for the three months ended June 25, 1999
include the accounts of Cambridge Advantaged Properties Limited Partnership
(the "Partnership") and fifty-one subsidiary partnerships ("subsidiaries,"
"subsidiary partnerships" or "Local Partnerships") two of which only have ac-
tivity through the date of sale of the Partnership's Local Partnership inter-
est and one of which only has activity through the date of sale of their prop-
erty and the related assets and liabilities. The consolidated financial
statements for the three months ended June 25, 1998 include the account of the
Partnership and fifty-two subsidiary partnerships. The Partnership is a lim-
ited partner, with an ownership interest of 98.99% in each of the subsidiary
partnerships. Through the rights of the Partnership and/or an affiliate of
one of its General Partners (a "General Partner"), which affiliate has a con-
tractual obligation to act on behalf of the Partnership, to remove the general
partner of the subsidiary partnerships (the "Local General Partner") 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 June
25. All subsidiaries have fiscal quarters ending March 31. Accounts of the
subsidiary partnerships have been adjusted for intercompany transactions from
April 1 through June 25. The Partnership's fiscal quarter ends on June 25 in
order to allow adequate time for the subsidiaries' financial statements to be
prepared and consolidated. The books and records of the Partnership are main-
tained on the accrual basis of accounting, in accordance with generally ac-
cepted accounting principles ("GAAP").
All intercompany accounts and transactions have been eliminated in consolida-
tion.
Increases (decreases) in the capitalization of consolidated subsidiaries at-
tributable 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. There were
$1,073 and $0 such losses for the three months ended June 25, 1999 and 1998,
respectively. The Partnership's investment in each subsidiary is equal to the
respective subsidiary's partners' equity less minority interest capital, if
any. In consolidation, all subsidiary partnership losses are included in the
Partnership's capital account except for losses allocated to minority interest
capital.
The 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 March 25, 1999. In the opinion of the General Partners, the accom-
panying unaudited financial statements contain all adjustments (consisting
only of normal recurring adjustments) necessary to present fairly the finan-
cial position of the Partnership as of June 25, 1999 and the results of opera-
tions and cash flows for the three months ended June 25, 1999 and 1998. How-
ever, the operating results for the three months ended June 25, 1999 may not
be indicative of the results for the year.
Certain information and note disclosures normally included in financial state-
ments 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
March 25, 1999 Annual Report on Form 10-K.
Note 2 - Purchase Money Notes Payable
Purchase money notes in the original amount of $85,458,825 were issued to the
selling partners of the subsidiary partnerships as part of the purchase price
and are secured only by the interest in the subsidiary partnership to which
the note relates (the "Purchase Money Notes"). A portion of these notes, in
the original amount of $31,932,568 are obligations at the subsidiary partner-
ship level, whereas the remaining $53,526,257 is recorded at the Partnership
level. The Purchase Money Notes generally provided for compound interest at
rates which, in general, ranged from 9% to 10% per annum through August 31,
1989. Thereafter, simple interest has accrued, without further interest
thereon, through maturity as extended (see below). Purchase Money Notes at
June 25, 1999 and March 25 1999 include $4,336,417 of interest accrued through
August 31, 1989.
The Purchase Money Notes, which now 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 op-
erations, as defined) is applied first to accrued interest and then to current
interest thereon. Any interest not paid currently accrues, without further
interest thereon, through the extended due date of the note. Continued ac-
crual of such interest beyond the initial term, without payment, reduces the
effective interest rate of 9%. The exact effect is not determinable inasmuch
as it is dependent on the actual future interest payments and ultimate repay-
ment dates of the notes. Unpaid interest of approximately $74,000,000 and
$81,000,000 as of June 25, 1999 and March 25 1999, respectively, has been ac-
crued and is included in due to selling partners in the consolidated balance
sheets. 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 pro-
ceeds of the sale or refinancing of the apartment complex.
The Partnership extended the terms of the Purchase Money Notes for up to three
additional years (four years with respect to three subsidiary partnerships).
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. Through June 25, 1999, the maturity dates of the Purchase Money Notes
associated with the remaining properties owned by the subsidiary partnerships
(ranging from August to December 1996) were extended for three years (five
years with respect to two subsidiary partnerships) and extension fees in the
amount of $606,144 were incurred by the Partnership. Such notes are now ex-
tended with maturity dates ranging from July 1999 to October 2003. Of such
fees incurred, $455,563 was accrued and added to the Purchase Money Notes bal-
ance. The extension fees are being amortized over the term of the extension.
The Partnership expects that upon maturity of the Purchase Money Notes, it
will be required to refinance or sell its investments in the Local Partner-
ships in order to pay the Purchase Money Notes. The Partnership cannot sell
or otherwise liquidate its investments in those Local Partnerships which have
subsidy agreements with the United States Department of Housing and Urban De-
velopment ("HUD") during the period that such agreements are in existence
without HUD's approval. Based on the historical operating results of the Lo-
cal Partnerships and the current economic conditions, including changes in tax
laws, it is uncertain as to whether the proceeds from such sales will be suf-
ficient to meet the outstanding balances of principal, accrued interest and
extension fees. Management is working with the selling partners to restruc-
ture and/or refinance the notes. No assurance can be given that management's
efforts will be successful. The Purchase Money Notes are without personal re-
course to either the Partnership or any of its partners and the selling part-
ner's recourse, in the event of nonpayment, would be to foreclose on the Part-
nership's interests in the respective subsidiary partnerships.
The Partnership has entered into negotiations with the holder of the Purchase
Money Notes issued in connection with the acquisition of Cedar Bay Apartments,
which Purchase Money Notes mature July 31, 1999. The partnership has re-
quested an extension of the final maturity to July 31, 2001. No assurance can
be given that the Cedar Bay Purchase Money Note holders will agree to the ex-
tension request. The Partnership will vigorously assert any defenses avail-
able to it if the Cedar Bay Purchase Note Holders attempt to perfect their se-
curity interest in the Note.
The Purchase Money Notes for Carlton Terrace Apartments Limited Partnership,
Villa Apollo Associates Limited Partnership and Villa Apollo #2 Associates
Limited Partnership were amended on March 10, 1999. The Purchase Money Notes
aggregating $4,329,400 were reduced to a total principal balance of
$1,529,166. As a result of these transactions, the basis of the related prop-
erties were reduced by approximately $2,800,000 and forgiveness of indebted-
ness income of $7,380,020 for accrued interest was recognized.
Cash flow distributions aggregating approximately $2,512,000 and $7,000 were
made to the Partnership for the three months ended June 25, 1999 and 1998, re-
spectively, of which approximately $13,000 and $4,000, respectively, was used
to pay interest on the Purchase Money Notes. Distributions of proceeds from
sales of properties aggregating approximately $2,490,000 and $0 were made to
the Partnership during the three months ended June 25, 1999 and 1998, none of
which was used to pay principal and interest on the Purchase Money Notes.
Note 3 - Related Party Transactions
<TABLE>
The costs incurred to related parties for the three months ended June 25, 1999
and 1998 were as follows:
<CAPTION>
Three Months Ended
June 25,
1999 1998*
<S> <C> <C>
Partnership management fees (a) $ 283,000 $ 285,500
Expense reimbursement (b) 46,173 32,500
Local administrative fee (c) 18,000 21,000
Total general and administrative-
General Partners 347,173 339,000
Property management fees incurred
to affiliates of the subsidiary
partnerships' general partners (d) 369,459 375,079
$ 716,632 $ 714,079
*Reclassified for comparative purposes.
</TABLE>
(a) After all other expenses of the Partnership are paid, an annual partner-
ship management fee of up to .5% of invested assets is payable to the Partner-
ship's General Partners and affiliates. Partnership management fees owed to
the General Partners amounting to approximately $1,105,000 and $1,572,000 were
accrued and unpaid as of June 25, 1999 and March 25, 1999, respectively.
Without the General Partner's continued accrual without payment of certain
fees and expense reimbursements, the Partnership will not be in a position to
meet its obligations. The General Partner has continued allowing the accrual
without payment of these amounts but is under no obligation to continue 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 agree-
ment. Another affiliate of the General Partners performs asset monitoring for
the Partnership. These services include site visits and evaluations of the
subsidiary partnerships' performance. Expense reimbursements and asset moni-
toring fees owed to the General Partners amounting to approximately $64,000
and $45,000 were accrued and unpaid as of June 25, 1999 and March 25, 1999,
respectively.
(c) H/R Special Partnership, the special limited partner, owning a .01% in-
terest, is entitled to receive a local administrative fee of up to $2,500 per
year from each subsidiary partnership.
(d) Property management fees incurred to affiliates of the subsidiary part-
nerships amounted to $369,459 and $375,079 for the three months ended June 25,
1999 and 1998, respectively.
Note 4 - Sale of Properties
On May 22, 1998, the Partnership's Local Partnership interest in Rockdale West
at New Bedford ("Rockdale") was sold back to Rockdale for $600,000, resulting
in a gain in the amount of $7,553,720.
On February 26, 1999, the Partnership's Limited Partnership interest in Park
of Pecan I, Ltd. and Park of Pecan II, Ltd. were sold to an unaffiliated third
party for $130,000 each resulting in a loss in the amount of approximately
$52,000 and $46,000, respectively. No proceeds were used to settle the asso-
ciated Purchase Money Notes and accrued interest balances which resulted in
forgiveness of indebtedness income of $3,785,000 and $3,314,000 for tax pur-
poses, respectively. The entire gain to be realized by the Partnership is an-
ticipated to be approximately $8,145,000 and $7,367,000, respectively.
On March 12, 1999, the property and related assets and liabilities of Lancas-
ter Manor Associates, Ltd. were sold to an unaffiliated third party for
$13,500,000 resulting in a gain of $9,077,000. For tax purposes, the entire
gain to be realized by the Partnership is anticipated to be approximately
$19,600,000.
On April 12, 1999, the property and related assets and liabilities of Valley
Arms were sold to an unaffiliated third party for $1,600,000 resulting in a
gain in the amount of approximately $1,360,000 and foregiveness of indebted-
ness income of approximately $2,664,000. For tax purposes, the entire gain to
be realized by the Partnership is anticipated to be approximately $5,116,000.
On June 18, 1999, the Partnership's limited partnership interest in Carlton
Terrace Apartments, Limited Partnership was sold to the general partners for
$589,623 resulting in a gain in the amount of approximately $2,366,000. The
Purchase Money Notes were assumed by the Local Partnership. For tax purposes,
the entire gain to be realized by the Partnership is anticipated to be ap-
proximately $8,534,000.
On June 18, 1999, the Partnership's limited partnership interest in Villa
Apollo Associates Limited Partnership was sold to the general partners for
$220,138, resulting in a loss in the amount of approximately $988,000. The
Purchase Money Notes were assumed by the Local Partnership. For tax purposes,
the entire gain to be realized by the Partnership is anticipated to be ap-
proximately $3,580,000.
On June 18, 1999, the Partnership's limited partnership interest in Villa
Apollo #2 Associates Limited Partnership was sold to the general partners for
$562,136, resulting in a gain in the amount of approximately $2,937,000. The
Purchase Money Notes were assumed by the Local Partnership. For tax purposes,
the entire gain to be realized by the Partnership is anticipated to be ap-
proximately $8,719,000.
Note 5 - Commitments and Contingencies
The following disclosure includes changes and/or additions to disclosures re-
garding the subsidiary partnerships which were included in the Partnership's
Annual Report on Form 10-K for the period ended March 25, 1999.
Casa Ramon Apartments
On June 6, 1999, the Local Partnership entered into a purchase sale agreement
with an unaffiliated third party for a purchase price of $4,500,000. The
closing is expected to occur in November 1999. However, no assurance can be
given that the closing will occur.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Re-
sults of Operations
Liquidity and Capital Resources
The Partnership's primary sources of funds are the cash distributions from op-
erations of the Local Partnerships in which the Partnership has invested and
net proceeds from pending and future sales. These sources are available to
meet the obligations of the Partnership. During the three months ended June
25, 1999, the Partnership received approximately $2,512,000 of cash flow dis-
tributions, of which approximately $13,000, was used to pay interest on the
Purchase Money Notes. Distributions of proceeds from sales of properties ag-
gregating approximately $2,490,000 were made to the Partnership during the
three months ended June 25, 1999, none of which was used to pay principal and
interest on the Purchase Money Notes. Certain fees and expense reimbursements
owed to the General Partners amounting to approximately $1,443,000 were ac-
crued and unpaid as of June 25, 1999. The General Partners believe that the
Partnership's reserves, net proceeds from pending and future sales and future
cash flow distributions will be adequate for its operating needs.
During the three months ended June 25, 1999, cash and cash equivalents of the
Partnership and its fifty-one consolidated Local Partnerships increased ap-
proximately $6,660,000. This increase was primarily due to cash provided by
operating activities ($2,398,000) and proceeds from the sale of properties
($13,500,000) which exceeded acquisitions of property and equipment
($118,000), repayments of mortgage notes payable ($8,526,000), a decrease in
purchase money notes payable ($171,000) and an increase in mortgage escrow de-
posits ($421,000). Included in the adjustments to reconcile the net income to
cash provided by operating activities are gain on sale of property
($8,979,000), forgiveness of indebtedness income ($14,478,000) and deprecia-
tion ($1,390,000).
For a discussion of Purchase Money Notes Payable, see Note 2 to the financial
statements.
For a discussion of the sale of properties in which the Partnership owns di-
rect and indirect interest, see Note 4 to the financial statements.
For a discussion of contingencies affecting certain Local Partnerships, see
Note 5 to the financial statements. Since the maximum loss for which the
Partnership would be liable 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 except that the Partnership would lose its investment in the
properties and any potential proceeds from the sale or refinancing of the
properties.
Management is not aware of any trends or events, commitments or uncertainties,
which have not been otherwise disclosed, that will or are likely to impact li-
quidity 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 lo-
cation of the properties around the United States so that if one area of the
United States is experiencing downturns in the economy, the remaining proper-
ties in the portfolio may be experiencing upswings. However, the geographic
diversification 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 Partner-
ships, remained fairly consistent during the three months ended June 25, 1999
and 1998, excluding Lancaster Manor Associates Ltd. which sold its property
and the related assets and liabilities and Rockdale, Park of Pecan I, Ltd. and
Park of Pecan II, Ltd. in which the Partnership sold its Local Partnership in-
terests (collectively the "Sold Assets"), gain on sale of properties, forgive-
ness of indebtedness income and other income. The majority of Local Partner-
ship income continues to be in the form of rental income with the correspond-
ing expenses being divided among operations, depreciation and mortgage inter-
est. In addition, the Partnership incurred interest expense relating to the
Purchase Money Notes which were issued when the Local Partnerships were ac-
quired.
Rental income decreased approximately 4% for the three months ended June 25,
1999 as compared to 1998. Excluding the Sold Assets, rental income increased
approximately 1% for the three months ended June 25, 1999 as compared to 1998
primarily due to rental rate increases.
Other income increased approximately 8% for the three months June 25, 1999 as
compared to 1998. Excluding the Sold Assets, such income increased approxi-
mately 12% primarily due to increases in late charges, miscellaneous fees and
interest income at two local partnerships and an increase in interest income
at the Partnership level due to higher cash and cash equivalent balances in
1999.
Total expenses, excluding the Sold Assets, remained fairly consistent with a
decrease of less than 1% for the three months ended June 25, 1999 as compared
to 1998.
A gain on sale of property in the amount of approximately $8,979,000 and
$7,398,000 was recorded for the three months ended June 25, 1999 and 1998, re-
spectively, and forgiveness of indebtedness income in the amount of approxi-
mately $14,478,000 and $0 was recorded for the three months ended June 25,
1999 and 1998, respectively (See Note 4 to the financial statements).
Year 2000 Compliance
The Partnership utilizes the computer services of an affiliate of the General
Partners. The affiliate of the General Partners has upgraded its computer in-
formation systems to be year 2000 compliant. The most likely worst case sce-
nario that the General Partners face is that computer operations will be sus-
pended for a few days to a week commencing on January 1, 2000. The Partner-
ship's contingency plan is to have (i) a complete backup done on December 31,
1999 and (ii) both electronic and printed reports generated for all critical
data up to and including December 31, 1999.
In regard to third parties, the General Partners are in the process of evalu-
ating the potential adverse impact that could result from the failure of mate-
rial service providers to be year 2000 compliant. A detailed survey and as-
sessment was sent to material third parties in the fourth quarter of 1998.
The Partnership has received assurances from a majority of the material serv-
ice providers with which it interacts that they have addressed the year 2000
issues and is evaluating these assurances for their adequacy and accuracy. In
cases where the Partnership has not received assurances from third parties, it
is initiating further mail and/or phone correspondence. The Partnership re-
lies heavily on third parties and is vulnerable to the failures of third par-
ties to address their year 2000 issues. There can be no assurance given that
the third parties will adequately address their year 2000 issues.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings - None
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the reg-
istrant has duly caused this report to be signed on its behalf by the under-
signed thereunto duly authorized.
CAMBRIDGE ADVANTAGED
PROPERTIES LIMITED PARTNERSHIP
(Registrant)
By: Related Beta Corporation,
a General Partner
Date: July 22, 1999
By: /s/ Alan P. Hirmes
Alan P. Hirmes,
Vice President
(principal financial officer)
Date: July 22, 1999
By: /s/ Glenn F. Hopps
Glenn F. Hopps,
Treasurer
(principal accounting officer)
By: ASSISTED HOUSING ASSOCIATES,
INC., a General Partner
Date: July 22, 1999
By: /s/ Alan P. Hirmes
Alan P. Hirmes,
Vice President
(principal financial officer)
Date: July 22, 1999
By: /s/ Glenn F. Hopps
Glenn F. Hopps,
Treasurer
(principal accounting officer)
By: CAMBRIDGE AND RELATED ASSOCIATES
LIMITED PARTNERSHIP
By: Related Beta Corporation,
Date: July 22, 1999
By: /s/ Alan P. Hirmes
Alan P. Hirmes,
Vice President
(principal financial officer)
Date: July 22, 1999
By: /s/ Glenn F. Hopps
Glenn F. Hopps,
Treasurer
(principal accounting officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial information extracted from the finan-
cial statements for Cambridge Advantaged Properties Limited Partnership and is
qualified in its entirety by reference to such financial statements
</LEGEND>
<CIK> 0000748847
<NAME> Cambridge Advantaged Properties Limited Partnership
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-25-2000
<PERIOD-START> MAR-26-1999
<PERIOD-END> JUN-25-1999
<CASH> 19,951,884
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,248,625
<PP&E> 165,646,521
<DEPRECIATION> 80,933,499
<TOTAL-ASSETS> 105,913,531
<CURRENT-LIABILITIES> 9,093,953
<BONDS> 185,098,364
0
0
<COMMON> 0
<OTHER-SE> (88,278,786)
<TOTAL-LIABILITY-AND-EQUITY> 105,913,531
<SALES> 0
<TOTAL-REVENUES> 16,041,435
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,662,495
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,127,005
<INCOME-PRETAX> 6,251,935
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 14,478,385
<CHANGES> 0
<NET-INCOME> 20,705,052
<EPS-BASIC> 1,698
<EPS-DILUTED> 0
</TABLE>
