<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 September 25, 2000
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
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 ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
=============== ===============
September 25, March 25,
2000 2000
--------------- ---------------
<S> <C> <C>
ASSETS
Property and equipment - net,
less accumulated depreciation
of $44,312,051 and $51,855,620,
respectively $ 42,650,512 $ 52,714,919
Property and equipment -
held for sale - net, less
accumulated depreciation of
$12,285,510 and $15,415,302,
respectively 8,607,113 13,550,070
Cash and cash equivalents 4,938,058 4,095,787
Cash - restricted for tenants'
security deposits 669,941 768,762
Mortgage escrow deposits 7,897,580 9,180,023
Prepaid expenses and other assets 1,454,329 1,103,445
--------------- ---------------
Total assets $ 66,217,533 $ 81,413,006
=============== ===============
</TABLE>
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(continued)
<TABLE>
<CAPTION>
=============== ===============
September 25, March 25,
2000 2000
--------------- ---------------
<S> <C> <C>
LIABILITIES AND PARTNERS' DEFICIT
Liabilities
Mortgage notes payable $ 37,629,292 $ 44,171,128
Purchase Money Notes payable
(Note 2) 30,058,857 43,969,115
Due to selling partners (Note 2) 62,252,127 74,281,146
Accounts payable, accrued
expenses and other liabilities 4,437,086 2,827,606
Tenants' security deposits payable 613,660 751,121
Due to general partners of
subsidiaries and their affiliates 162,974 631,826
Due to general partners and
affiliates 2,581,184 2,842,933
--------------- ---------------
Total liabilities 137,735,180 169,474,875
--------------- ---------------
Minority interest 728,320 635,465
--------------- ---------------
Commitments and contingencies
(Note 5)
Partners' deficit:
Limited partners (70,985,983) (87,272,836)
General partners (1,259,984) (1,424,498)
--------------- ---------------
Total partners' deficit (72,245,967) (88,697,334)
--------------- ---------------
Total liabilities and partners' deficit $ 66,217,533 $ 81,413,006
=============== ===============
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION> ================================= ==================================
Three Months Ended Six Months Ended
September 25, September 25,
---------------------------------- ----------------------------------
2000 1999 2000 1999
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Revenues:
Rentals, net $ 4,466,198 $ 6,139,317 $ 9,092,195 $ 12,934,724
Other 307,333 372,883 570,207 640,190
Gain on sale of
property (Note 4) 9,512,645 3,161,101 9,077,102 12,139,822
--------------- --------------- --------------- ---------------
Total revenues 14,286,176 9,673,301 18,739,504 25,714,736
--------------- --------------- --------------- ---------------
Expenses
Administrative and
management 1,189,864 1,177,587 2,310,198 2,563,427
Administrative and
management-
related parties
(Note 3) 538,119 621,912 1,091,199 1,338,544
Operating 729,937 1,101,602 1,618,504 2,617,298
Repairs and
maintenance 1,005,759 1,803,204 2,017,913 3,585,794
Taxes and
insurance 526,348 750,576 1,046,583 1,622,783
Interest 2,605,178 1,702,780 6,429,189 3,829,785
Depreciation 875,676 1,277,420 1,794,273 2,666,950
--------------- --------------- --------------- ---------------
Total expenses 7,470,881 8,435,081 16,307,859 18,224,581
--------------- --------------- --------------- ---------------
Net income before
minority interest 6,815,295 1,238,220 2,431,645 7,490,155
Minority interest in
income of
subsidiaries (6,508) (2,715,400) (103,064) (2,740,668)
--------------- --------------- --------------- ---------------
Income (loss) before
extra-ordinary item 6,808,787 (1,477,180) 2,328,581 4,749,487
Extraordinary item-
forgiveness of
indebtedness
income (Note 4) 121,236 5,313,987 14,122,786 19,792,372
--------------- --------------- --------------- ---------------
Net income $ 6,930,023 $ 3,836,807 $ 16,451,367 $ 24,541,859
=============== =============== =============== ===============
Limited Partners
Share:
Income (loss) before
extraordinary item $ 6,740,699 $ (1,462,408) $ 2,305,295 $ 4,701,992
Extraordinary item 120,023 5,260,847 13,981,558 19,594,448
--------------- --------------- --------------- ---------------
Net income $ 6,860,722 $ 3,798,439 $ 16,286,853 $ 24,296,440
=============== =============== =============== ===============
</TABLE>
4
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(continued)
<TABLE>
<CAPTION>
================================= =================================
Three Months Ended Six Months Ended
September 25, September 25,
---------------------------------- ----------------------------------
2000 1999 2000 1999
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Number of units
outstanding 12,074 12,074 12,074 12,074
=============== =============== =============== ===============
Income (loss) before
extraordinary
item per limited
partner unit $ 558 $ (122) $ 191 $ 389
Extraordinary item
per limited
partner unit 10 436 1,158 1,623
--------------- --------------- --------------- ---------------
Net income
per limited
partner unit $ 568 $ 314 $ 1,349 $ 2,012
=============== =============== =============== ===============
</TABLE>
See Accompanying notes to consolidated financial statements.
5
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
<TABLE>
<CAPTION>
=========== ============ ============
Limited General
Total Partners Partners
------------ ------------ ------------
<S> <C> <C> <C>
Balance -
March 26, 2000 $(88,697,334) $(87,272,836) $ (1,424,498)
Net income 16,451,367 16,286,853 164,514
------------ ------------ ------------
Balance -
September 25, 2000 $(72,245,967) $(70,985,983) $ (1,259,984)
============ ============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(Unaudited)
<TABLE>
<CAPTION>
================================
Six Months Ended
September 25,
---------------------------------
2000 1999
---------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 16,451,367 $ 24,541,859
--------------- ---------------
Adjustments to reconcile net income
to net cash provided by
operating activities:
Gain on sale of property (Note 4) (9,077,102) (12,139,822)
Extraordinary item-forgiveness of
indebtedness income (Note 4) (14,122,786) (19,792,372)
Depreciation 1,794,273 2,666,950
Minority interest in income
of subsidiaries 103,064 2,740,668
Decrease (increase) in cash-restricted
for tenants' security deposits 15,000 (6,276)
Decrease (increase) in mortgage
escrow deposits 616,662 (92,542)
Increase in prepaid expenses
and other assets (446,206) (306,021)
Increase in due to selling partners 6,098,026 3,150,114
Payments of interest to selling partners (2,652,035) (346,416)
Increase in accounts payable, accrued
expenses and other liabilities 2,218,805 825,523
Decrease in tenants' security
deposits payable (56,867) (29,795)
Increase in due to general partners
of subsidiaries and their affiliates 558,299 672,940
Decrease in due to general partners
of subsidiaries and their affiliates (468,852) (27,695)
Decrease in due to
general partners and affiliates (211,849) (231,891)
--------------- ---------------
Total adjustments (15,631,568) (22,916,635)
--------------- ---------------
Net cash provided by
operating activities 819,799 1,625,224
--------------- ---------------
</TABLE>
7
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(Unaudited)
(continued)
<TABLE>
<CAPTION>
=================================
Six Months Ended
September 25,
---------------------------------
2000 1999
---------------------------------
<S> <C> <C>
Cash flows from investing activities:
Proceeds from sale of properties 2,857,350 14,871,897
Acquisitions of property and equipment (411,718) (529,343)
Increase in mortgage
escrow deposits (30,383) (428,300)
--------------- ---------------
Net cash provided by
investing activities 2,415,249 13,914,254
--------------- ---------------
Cash flows from financing activities:
Increase (decrease) in purchase
money notes payable 5,209 (323,783)
Principal payment of mortgage
notes payable (1,385,695) (9,073,655)
Principal payments of Purchase
Money Notes payable (1,002,082) 0
Decrease in capitalization of
minority interest (10,209) (2,742,456)
--------------- ---------------
Net cash used in financing activities (2,392,777) (12,139,894)
--------------- ---------------
Net increase in cash and cash
equivalents 842,271 3,399,584
Cash and cash equivalents -
beginning of period 4,095,787 2,658,449
--------------- ---------------
Cash and cash equivalents -
end of period $ 4,938,058 $ 6,058,033
=============== ===============
Supplemental disclosures of noncash activities:
Increase in property and equipment -
held for sale reclassified from
property and equipment $ 2,755,607 $ 7,837,240
</TABLE>
8
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(Unaudited)
(continued)
<TABLE>
<CAPTION>
=================================
Six Months Ended
September 25,
---------------------------------
2000 1999
---------------------------------
<S> <C> <C>
Forgiveness of indebtedness (Note 4):
Decrease in Purchase Money
Note payable (7,741,369) (9,060,108)
Decrease in due to selling
partners (5,620,699) (10,396,190)
(Increase) decrease in prepaid expenses
and other assets (40,000) 2,801
Decrease in due to general partners
of subsidiaries and their affiliates (558,299) (186,209)
Decrease in accounts payable, accrued
expenses and other liabilities (162,419) (152,606)
Summarized below are the components
of the gain on sale of property:
Decrease in property and equipment,
net of accumulated depreciation 13,624,809 18,236,127
Decrease in cash - restricted for tenants'
security deposits 83,821 349,646
Decrease in mortgage escrow deposits 696,164 1,909,209
Decrease in prepaid expenses and
other assets 95,322 673,884
Decrease in Purchase Money
Notes payable (5,172,016) (4,645,032)
Decrease in due to selling partners (9,854,311) 0
Decrease in accounts payable,
accrued expenses and other liabilities (446,906) (1,195,596)
Decrease in tenant's security
deposits payable (80,594) (298,532)
Decrease in due to
general partners and affiliates (9,900) (1,382,447)
Decrease in mortgage notes payable (5,156,141) (10,915,184)
</TABLE>
See accompanying notes to consolidated financial statements.
9
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 2000
(Unaudited)
Note 1 - General
The consolidated financial statements for the six months ended September 25,
2000 include the accounts of Cambridge Advantaged Properties Limited Partnership
(the "Partnership") and forty-three subsidiary partnerships ("subsidiaries,"
"subsidiary partnerships" or "Local Partnerships"), six of which only have
activity through the date of sale of the Partnership's Local Partnership
interest and three of which only have activity through the date of sale of their
property and the related assets and liabilities. The consolidated financial
statements for the six months ended September 25, 1999 include the accounts of
the Partnership and fifty-one subsidiary partnerships, five of which only have
activity through the date of sale of the Partnership's Local Partnership
interest and two of which only have activity through the date of sale of their
property and the related assets and liabilities. 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 an affiliate of one
of its General Partners (a "General Partner"), which affiliate has a contractual
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
September 25. All subsidiaries have fiscal quarters ending June 30. Accounts of
the subsidiary partnerships have been adjusted for intercompany transactions
from July 1 through September 25. The Partnership's fiscal quarter ends on
September 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 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.
10
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 2000
(Unaudited)
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 $16,000 and $500 and $21,000 and $1,600 for the three
and six months ended September 25, 2000 and 1999, 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, 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 September 25, 2000, the results of operations
for the three and six months ended September 25, 2000 and 1999 and cash flows
for the six months ended September 25, 2000 and 1999. However, the operating
results for the six months ended September 25, 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 March
25, 2000 Annual Report on Form 10-K.
Note 2 - Purchase Money Notes Payable
Purchase money notes (the "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
11
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 2000
(Unaudited)
secured only by the interest in the subsidiary partnership to which the Purchase
Money Note relates. A portion of these Purchase Money Notes, in the original
amount of $31,932,568, are obligations at the subsidiary partnership 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 September 25, 2000 and March
25, 2000 include $4,336,417 of interest accrued through August 31, 1989.
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. 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 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
repayment dates of the Purchase Money Notes. The Purchase Money Notes, after the
extended maturity dates, call for the simple accrual of interest on the balance
of principal, interest and Purchase Money Note extensions fees payable as of the
date of maturity at the lesser rate of 12% or the lowest legally allowable rate;
or prime plus 2% or the lowest legally allowable rate. Unpaid interest of
approximately $61,700,000 and $70,501,000 as of September 25, 2000 and March 25,
2000, respectively, has been accrued 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 proceeds 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.
12
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 2000
(Unaudited)
Through September 25, 2000, 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 one subsidiary partnership, seven years with respect to three
subsidiary partnerships and nine years with respect to one subsidiary
partnership. These five Purchase Money Notes are now extended, with maturity
dates ranging from July 2001 to April 2006. Additionally, an oral agreement was
reached in August 2000 to extend the maturity dates of eight additional Purchase
Money Notes; seven notes to be extended to October 2002 and one note to be
extended to October 2003. The remaining Purchase Money Notes are past maturity
and the Partnership is working with the Local General Partners and Purchase
Money Note holders to refinance or sell the properties. No assurance can be
given that management's efforts will be successful or that the sale price will
be sufficient to return the Purchase Money Notes and leave proceeds available to
the Partnership. At September 25, 2000 extension fees of $374,700 were accrued
and added to the Purchase Money Notes balance. The extension fees are being
amortized over the term of the extension. 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
Development ("HUD") during the period that such agreements are in existence
without HUD's approval. Based on the historical operating results of the Local
Partnerships and the current economic conditions, including changes in tax laws,
it is uncertain whether the proceeds from such sales will be sufficient to meet
the outstanding balances of principal, accrued interest and extension fees. The
Purchase Money Notes are without personal recourse to either the Partnership or
any of its partners and the selling partner's recourse, in the event of
nonpayment, would be to foreclose on the Partnership's interests in the
respective subsidiary partnerships.
Distributions aggregating approximately $4,230,000 and $2,842,000 were made to
the Partnership for the six months ended September 25, 2000 and 1999,
respectively, of which approximately $2,054,000 and $68,000, respectively, was
used to pay interest on the Purchase Money Notes. In addition, approximately
$598,000 and $0 was paid as "additional" interest on the Purchase
13
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 2000
(Unaudited)
Money Notes for the six months ended September 25, 2000 and 1999, respectively.
Distributions of proceeds from sales of properties aggregating approximately
$3,430,000 and $2,729,000 were made to the Partnership during the six months
ended September 25, 2000 and 1999, respectively, of which $3,041,000 and $0 were
used to pay principal and interest on the Purchase Money Notes, respectively.
Note 3 - Related Party Transactions
The costs incurred to related parties for the three and six months ended
September 25, 2000 and 1999 were as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 25, September 25,
---------------------------------- ----------------------------------
2000 1999 2000 1999
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Partnership manage-
ment fees (a) $ 280,000 $ 283,000 $ 560,000 $ 566,000
Expense reimburse-
ment (b) 38,329 21,000 75,401 67,173
Local administra-
tive fee (c) 16,000 17,000 32,000 35,000
--------------- --------------- --------------- ---------------
Total general and
administrative-
General Partners 334,329 321,000 667,401 668,173
--------------- --------------- --------------- ---------------
Property manage-
ment fees incurred
to affiliates of the
subsidiary
partnerships'
general
partners 203,790 300,912 423,798 670,371
--------------- --------------- --------------- ---------------
Total general and
administrative-
related parties $ 538,119 $ 621,912 $ 1,091,199 $ 1,338,544
=============== =============== =============== ===============
</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 $1,752,000 and $1,942,000 were accrued and
unpaid as of September 25, 2000 and March 25, 2000, respectively.
14
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 2000
(Unaudited)
Without the General Partner's 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 Partner has continued allowing the
accrual without payment of these amounts but is under no obligation to continue
do so. The Partnership anticipates that proceeds received from future sales will
be used to pay any outstanding amounts due to the General Partners.
(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 Related General Partner performs asset monitoring for the
Partnership. These services include site visits and evaluations of the
subsidiary partnerships' performance. Expense reimbursements and asset
monitoring fees owed to the Related General Partner amounting to approximately
$55,000 and $76,000 were accrued and unpaid as of September 25, 2000 and March
25, 2000, respectively.
(c) C/R Special Partnership, the special limited partner, owning a .01%
interest, is entitled to receive a local administrative fee of up to $2,500 per
year from each subsidiary partnership.
Note 4 - Sale of Properties
GENERAL
The Partnership is currently in the process of disposing of its investments. It
is anticipated that this process will take a number of years. As of September
25, 2000, the Partnership has disposed of twenty-seven of its sixty-one original
investments. Six additional investments are listed for sale and the Partnership
anticipates that a number of the twenty-eight remaining investments will be
listed for sale by December 31, 2000. There can 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
15
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 2000
(Unaudited)
tax laws, it is unlikely that the proceeds received by the Partnership from such
sales will be sufficient to return their original investment. Moreover, the
Local General Partners and holders of the Purchase Money Notes generally have
decision-making rights with respect to the sale of each property which therefore
makes it more cumbersome for the General Partners to sell each property.
In order to facilitate an orderly disposition of the Partnership's assets, the
Partnership formed a new entity: Cambridge Advantaged Liquidating L.L.C. (the
"Trust"), a Delaware limited liability company which is wholly-owned by the
Partnership.
On July 21, 1999, the Partnership contributed its limited partnership interest
in Decatur Apartments, Ltd., Florence Apartments, Ltd., Saraland Apartments,
Ltd., Dickens Ferry Apartments, Ltd., Boonie Doone Apartments, Ltd., University
Gardens Apartments, Ltd., and Southside Village Apartments, Ltd., to the Trust.
In each case, the interests were contributed subject to each respective Purchase
Money Note. The contribution 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.
INFORMATION REGARDING DISPOSITIONS.
On February 26, 1999, the Partnership's limited partnership interests 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
associated Purchase Money Notes and accrued interest balances which resulted in
forgiveness of indebtedness income of $3,785,000 and $3,314,000, respectively.
On March 16, 1999, the property and related assets and liabilities of Lancaster
Manor Associates, Ltd. ("Lancaster Manor") were sold to an unaffiliated third
party for $13,500,000 resulting in a gain of $9,077,000.
On April 13, 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 forgiveness of indebtedness income
of approximately $2,664,000.
16
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 2000
(Unaudited)
On June 18, 1999, the Partnership's limited partnership interest in Carlton
Terrace Apartments, Limited Partnership was sold to the Local General Partners
for $589,623, resulting in a gain in the amount of approximately $1,675,000. No
proceeds were used to settle the associated Purchase Money Note and accrued
interest thereon, which had a total outstanding balance of approximately
$3,323,000, resulting in forgiveness of indebtedness income. The Purchase Money
Note was assumed by the Local Partnership.
On June 18, 1999, the Partnership's limited partnership interest in Villa Apollo
Associates Limited Partnership was sold to the Local General Partners for
$220,138, resulting in a gain in the amount of approximately $372,000. The
Purchase Money Note was assumed by the Local Partnership. No proceeds were used
to settle the associated Purchase Money Note and accrued interest thereon, which
had a total outstanding balance of approximately $2,129,000, resulting in
forgiveness of indebtedness income.
On June 18, 1999, the Partnership's limited partnership interest in Villa Apollo
#2 Associates Limited Partnership was sold to the Local General Partners for
$562,136, resulting in a gain in the amount of approximately $1,709,000. The
Purchase Money Note was assumed by the Local Partnership. No proceeds were used
to settle the associated Purchase Money Note and accrued interest thereon, which
had a total outstanding balance of approximately $4,728,000, resulting in
forgiveness of indebtedness income.
On October 18, 1999, the Partnership's limited partnership interest and the
related Purchase Money Note and interest thereon in Cranbrook Manor Apartments
("Cranbrook") were assigned to a third party effective as of January 1, 2000,
resulting in a gain in the amount of approximately $2,894,000. Fees due to an
affiliate in the amount of approximately $40,000 were forgiven. For tax
purposes, the entire gain to be realized by the Partnership is anticipated to be
approximately $2,200,000.
On January 6, 2000, the property and related assets and liabilities of Bellfort
Apts. ("Bellfort") were sold to an unaffiliated third party for $175,100,
resulting in a loss in the amount of approximately $4,445,000. No proceeds were
used to settle the associated Purchase Money Note and accrued interest which had
a total out-
17
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 2000
(Unaudited)
standing balance of approximately $11,511,000, operating deficit loans and
advances of approximately $558,000 and various payables of $162,000, resulting
in forgiveness of indebtedness income. For tax purposes, the entire gain to be
realized by the Partnership is anticipated to be approximately $10,700,000.
On March 7, 2000, the property and related assets and liabilities of Conifer 307
("Fircrest") were sold to an unaffiliated third party for $2,500,000, resulting
in a gain in the amount of approximately $1,457,000. Approximately $1,397,000 of
the proceeds were used to pay off the Purchase Money Note. For tax purposes, the
entire gain to be realized by the Partnership is anticipated to be approximately
$2,200,000.
On March 31, 2000, the Partnership's limited partnership interest in Caroline
Forest Apts. was sold to the Purchase Money Note holder for $90,000, resulting
in a loss in the amount of approximately $344,000 and forgiveness of
indebtedness income of approximately $1,736,000. For tax purposes the entire
gain to be realized by the Partnership is anticipated to be approximately
$1,300,000.
On May 3, 2000, Conifer 208 entered into a purchase and sale agreement with a
third party for a purchase price of $1,750,000. The closing is expected to occur
in late 2000. No assurances can be given that the closing will actually occur.
On June 19, 2000, Cedarbay Ltd. entered into a purchase and sale agreement with
a third party for a purchase price of $2,044,600. The closing is expected to
occur in late 2000. No assurances can be given that the closing will actually
occur.
On June 30, 2000, the Partnership sold 1% of its interest in Boonie Doone
Apartments, Florence Apartments, Dickens Ferry Apartments and Decatur
Apartments, in each case, for $100. Simultaneously, the Partnership assigned its
remaining interest of 97.99% in each of such four Local Partnerships and the
related Purchase Money Notes and interest thereon to the Purchase Money Note
holder, resulting in gains of approximately $1,959,000, $2,444,000, $2,161,000
and $2,952,000, respectively. For tax purposes, the entire gain to be realized
by the Partnership is anticipated to be
18
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 2000
(Unaudited)
approximately $2,700,000, $3,600,000, $3,000,000 and $4,000,000, respectively.
On July 5, 2000, the letter of intent to sell the Summer Arms property to a
third party expired and the Summer Arms property was placed back on the market.
On July 5, 2000, the letter of intent to sell the Cabarrus Arms property to a
third party expired and the Cabarrus Arms property was placed back on the
market.
On July 11, 2000, the Conifer 317 ("Pinewood") purchase and sale agreement with
a third party was cancelled before execution of such agreement and the Pinewood
property was placed back on the market.
On July 14, 2000, the property and related assets and liabilities of Casa Ramon
were sold to an unaffiliated third party for $4,500,000, resulting in a gain of
approximately $3,234,000. The proceeds will be used to pay off the Purchase
Money Note and accrued interest thereon. For tax purposes the entire gain to be
realized by the Partnership is anticipated to be approximately $4,600,000.
On August 23, 2000, an affiliate of the Local General Partner of Solemar Limited
Partnership ("Solemar") agreed to purchase all of the partnership interests for
an agreed upon price of $496,531 plus an interest factor of 3% per annum. Such
purchase is expected to be finalized by the end of 2000. No assurance can be
given that the closing will actually occur.
On September 14, 2000, Oakwood Manor ("Oakwood") entered into a purchase and
sale agreement with an unaffiliated third party for a purchase price of
$3,090,000. The closing is expected to occur in early 2001. No assurances can be
given that the closing will actually occur.
Note 5 - Commitments and Contingencies
The following disclosures include changes and/or additions to disclosures
regarding the subsidiary partnerships which were
19
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 2000
(Unaudited)
included in the Partnership's Annual Report on Form 10-K for the period ended
March 25, 2000.
MCCONNELL V. HUTTON ADVANTAGED PROPERTIES L.P.
On or about November 3, 1999, eight alleged holders of beneficial interests in
Purchase Money Notes issued by the Partnership in connection with the
Partnership's acquisition of limited partnership interests in the West Scenic
Apartments, Ltd. ("West Scenic"), Oakwood Manor, Ltd. ("Oakwood Manor") and
Robindale East Apartments, Ltd. ("Robindale East") local limited partnerships
brought an action in the Chancery Court of Pulaski County, Arkansas, entitled
McConnell, et al., v. Hutton Advantaged Properties Limited Partnership, et al.,
Case No. EQ 99-5769 (the "McConnell Action"). Plaintiffs' original complaint
contained a single count alleging fraud in connection with the Partnership's
acquisition of limited partnership interests in those three local partnerships
and named as defendants the Partnership, its general partners, its special
limited partner and the general partner of the special limited partner, as well
as two other defendants who are not affiliated with the Partnership. On or about
December 27, 1999, the plaintiffs in the McConnell Action amended their
complaint to add a second count alleging that the Purchase Money Notes involved
in the McConnell Action had matured and were in default.
The amended complaint sought the following relief on its fraud claim: (1)
rescission of the Purchase Money Notes involved in the McConnell Action,
acquisition documents and related transaction documents for the Partnership's
acquisition of limited partnership interests in the West Scenic, Oakwood Manor,
and Robindale East transactions (which all occurred in December 1984); (2) a
declaration that all prior payments received by plaintiffs in connection with
those transactions be declared rent for the Partnership's and another person's
alleged use of the acquired interests since December 1984; (3) in the
alternative to the rescission remedy, that the non-recourse Purchase Money Notes
involved in the McConnell Action be reformed to be recourse Purchase Money Notes
against the Partnership, its general partners and others, so that plaintiffs
could recover all costs of foreclosure and attorneys' fees incurred in the
McConnell Action; and (4) regardless of such reformation, an award of attorneys'
fees incurred by plaintiffs in the McConnell Action against the Partnership, the
defendants affili-
20
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 2000
(Unaudited)
ated with it and others. On their claim on the Purchase Money Notes involved in
the McConnell Action, plaintiffs sought: (1) judgment against the Partnership
for the unpaid principal and interest owed on Purchase Money Notes issued by the
Partnership in connection with its acquisition of limited partnership interest
in the West Scenic, Oakwood Manor, and Robindale East transactions; (2) an award
of attorneys' fees and costs; and (3) a declaration that plaintiffs have a
"good, valid, first superior and enforceable lien" on the limited partnership
interests and other collateral pledged in support of such Purchase Money Notes
and that plaintiffs are authorized to dispose of such collateral in a
commercially reasonable manner and to apply the net proceeds from such
disposition against any judgment awarded in favor of plaintiffs.
On or about January 26, 2000, the Partnership and the defendants affiliated with
it moved to dismiss the amended complaint on the ground that the Court lacked
personal jurisdiction over them. While that motion was being briefed, plaintiffs
announced their intention to amend their complaint again and the parties
commenced settlement discussions.
Defendants (other than the two defendants who are not affiliated with the
Partnership) have reached a written agreement with plaintiffs to settle the
claims between them, which settlement contemplates the sale of real property
owned by the West Scenic, Oakwood Manor, and Robindale East limited partnerships
and an allocation of the sale proceeds between the plaintiffs, the Partnership
and others.
21
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 2000
(Unaudited)
SOUTHWEST APARTMENTS LTD. (THE GOSSERS)
In or around November 1999, the Partnership received correspondence from an
attorney representing Dr. and Mrs. Bob Gosser, (the "Gossers") who are allegedly
the holders of beneficial interests in Purchase Money Notes issued by the
Partnership in connection with the Partnership's acquisition of limited
partnership interests in Southwest Apartments, Ltd. local limited partnership in
December 1984. Those Purchase Money Notes issued by the Partnership have, on
their face, matured and have not been paid in full. The attorney for the Gossers
threatened to assert against the Partnership claims relating to those Purchase
Money Notes. No such action has yet been commenced.
The Partnership has reached a settlement in principle with the Gossers to settle
the dispute between parties. The proposed settlement contemplates the sale of
the real property owned by Southwest Apartments, Ltd. and an allocation of the
proceeds from the sale between the Gossers, the Partnership and others. The
proposed settlement is in the process of being documented and implemented. There
can be no assurance that the parties will successfully conclude this settlement.
UNIVERSITY GARDENS APARTMENTS, LTD. AND SOUTHSIDE VILLAGE APARTMENTS, LTD.
By letters dated December 29, 1999, from counsel for Skyline Properties, Inc.,
Trustee of the University Gardens Apartments, Ltd. Partners Liquidating Trust
and Southside Village Apartments, Ltd. Partners Liquidating Trust ("Skyline"),
the Partnership was informed of Skyline's intent to file an involuntary
substitution affidavit pursuant to Section 7.1 of the relevant security
agreements. Pursuant to a standstill agreement between the parties, the parties
are negotiating for a sale of the limited partnership interests owned by the
Partnership to Skyline. Due to the ongoing nature of the negotiations, there can
be no assurance that the parties will successfully conclude this transaction.
22
<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 the cash distributions from
operations of the Local Partnerships in which the Partnership has invested and
net proceeds from pending and future sales. These sources are available to meet
obligations of the Partnership. However, the cash distributions received from
the Local Partnerships to date have not been sufficient to meet all such
obligations of the Partnership. Accordingly, certain fees and expense
reimbursements owed to the General Partners amounting to approximately
$2,082,000 and $2,293,000, were accrued and unpaid as of September 25, 2000 and
March 25, 2000, respectively. Without the General Partners' advances and
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 advancing and allowing the
accrual without payment of these amounts but are under no obligation to do so.
Proceeds received from future sales will be used to pay any outstanding amounts
due to the General Partners.
Distributions aggregating approximately $4,230,000 and $2,842,000 were made to
the Partnership for the six months ended September 25, 2000 and 1999,
respectively, of which approximately $2,054,000 and $68,000, respectively, was
used to pay interest on the Purchase Money Notes. In addition, approximately
$598,000 and $0 was paid as "additional" interest on the Purchase Money Notes
for the six months ended September 25, 2000 and 1999, respectively.
Distributions of proceeds from sales of properties aggregating approximately
$3,430,000 and $2,729,000 were made to the Partnership during the six months
ended September 25, 2000 and 1999, respectively, of which $3,041,000 and $0 were
used to pay principal and interest on the Purchase Money Notes, respectively.
During the six months ended September 25, 2000, cash and cash equivalents of the
Partnership and its forty-three consolidated Local Partnerships increased
approximately $842,000. This increase was primarily due to cash provided by
operating activities ($818,000) and proceeds from the sale of properties
($2,857,000) which exceeded acquisitions of property and equipment ($412,000),
repayments of mortgage notes payable ($1,386,000),
23
<PAGE>
principal payments of Purchase Money Note payables ($1,003,000), an increase in
mortgage escrow deposits ($30,000) and a decrease in capitalization of minority
interest ($10,000). Included in the adjustments to reconcile the net income to
cash provided by operating activities are gain on sale of property ($9,077,000),
forgiveness of indebtedness income ($14,123,000) and depreciation ($1,794,000).
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 direct
and indirect interest, see Note 4 to the financial statements.
Even though sales have resulted in net gains for tax purposes, the net sales
proceeds have not been sufficient to permit investors to pay the tax incurred
and that funds available after payment of all or a portion of the Purchase Money
Notes is minimal.
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
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
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 Partnerships,
remained fairly consistent during the three and six months ended September 25,
2000 and 1999, excluding Bellfort,
24
<PAGE>
Fircrest, Lancaster Manor, Valley Arms and Oakbrook which sold their properties
and the related assets and liabilities and Cranbrook, Caroline Forest Apts.,
Park of Pecan I, Ltd., Park of Pecan II, Ltd., Villa Apollo I, Villa Apollo II,
Carlton Terrace, Boonie Doone Apartments, Florence Apartments, Dickens Ferry
Apartments and Decatur Apartments in which the Partnership sold its Local
Partnership Interests (collectively the "Sold Assets"), gain on sale of
properties, forgiveness of indebtedness income, other income, administrative
and management, repairs and maintenance and interest expense. 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 which were issued when the Local Partnerships were
acquired.
Rental income decreased approximately 27% and 30% for the three and six months
ended September 25, 2000 as compared to 1999. Excluding the Sold Assets, rental
income increased approximately 1% and 2% for the three and six months ended
September 25, 2000 as compared to 1999, primarily due to rental rate increases.
Other income decreased approximately $66,000 and $70,000 for the three and six
months ended September 25, 2000 as compared to 1999. Excluding the Sold Assets,
such income increased approximately $25,000 and $85,000 for the three and six
months ended September 25, 2000 as compared to 1999, primarily due to an
increase in interest income at the Partnership level due to higher cash and cash
equivalent balances in 2000.
Total expenses, excluding the Sold Assets, administrative and management,
repairs and maintenance and interest, remained fairly consistent with increases
of 4% and 1% for the three and six months ended September 25, 2000 as compared
to 1999.
Administrative and management increased approximately $12,000 and decreased
approximately $253,000 for the three and six months ended September 25, 2000 as
compared to 1999. Excluding the Sold Assets, administrative and management
increased approximately $229,000 and $272,000, primarily due to increased legal
expenses at the Partnership level.
Repairs and maintenance decreased approximately $797,000 and $1,568,000 for the
three and six months ended September 25, 2000 as compared to 1999. Excluding the
Sold Assets, repairs and
25
<PAGE>
maintenance decreased approximately $147,000 and $177,000, primarily due to
electrical repairs at one Local Partnership, plumbing and carpet repairs at a
second Local Partnership and air conditioning and appliance repairs at a third
Local Partnership.
Interest increased approximately $902,000 and $2,599,000 for the three and six
months ended September 25, 2000 as compared to 1999. Excluding the Sold Assets,
interest increased approximately $1,104,000 and $3,375,000, primarily due to an
increase in Purchase Money Note interest expense as a result of certain Purchase
Money Notes reaching maturity wherein the interest rate increases pursuant to
the Purchase Money Note Agreements.
Administrative and management-related parties, operating, taxes and insurance
and depreciation decreased approximately $84,000 and $247,000, $372,000 and
$999,000, $224,000 and $576,000, $402,000 and $873,000, respectively, for the
three and six months ended September 25, 2000 as compared to 1999, primarily due
to decreases relating to the Sold Assets. Excluding the Sold Assets and Casa
Ramon, Pinewood, Sundown, Summer Arms, Cabarrus Arms, Conifer, and Cedarbay Ltd.
for depreciation only, such expenses remained fairly consistent with increases
(decreases) of approximately $20,000 and $17,000, $54,000 and $67,000, $33,000
and $17,000, ($9,000) and ($26,000), respectively, for the three and six months
ended September 25, 2000 as compared to 1999. Casa Ramon, Pinewood, Sundown,
Summer Arms, Cabarrus Arms, Conifer, and Cedarbay Ltd. are not being depreciated
during the quarter ended September 25, 2000 because they are classified as
assets held for sale.
A gain on sale of property in the amount of approximately $9,513,000 and
$9,077,000 and $3,161,000 and $12,140,000, was recorded for the three and six
months ended September 25, 2000 and 1999, respectively, and forgiveness of
indebtedness income in the amount of approximately $121,000 and $14,123,000 and
$5,314,000 and $19,782,000 was recorded for the three and six months ended
September 25, 2000 and 1999, respectively (see Note 4 to the financial
statements).
Item 3. Quantitative and Qualitative Disclosures about Market Risk
None
26
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
This information is incorporated by reference 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.
27
<PAGE>
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 ADVANTAGED
PROPERTIES LIMITED PARTNERSHIP
(Registrant)
By: Related Beta Corporation,
a General Partner
Date: October 16, 2000
By:/s/ Alan P. Hirmes
---------------------------------------
Alan P. Hirmes,
President
(principal executive and financial officer)
Date: October 16, 2000
By:/s/ Glenn F. Hopps
---------------------------------------
Glenn F. Hopps,
Treasurer
(principal accounting officer)
By: ASSISTED HOUSING ASSOCIATES,
INC., a General Partner
Date: October 16, 2000
By:/s/ Alan P. Hirmes
---------------------------------------
Alan P. Hirmes,
President
(principal executive and financial officer)
Date: October 16, 2000
By:/s/ Glenn F. Hopps
---------------------------------------
Glenn F. Hopps,
Treasurer
(principal accounting officer)
<PAGE>
By: CAMBRIDGE AND RELATED ASSOCIATES
LIMITED PARTNERSHIP
By: Related Beta Corporation,
Date: October 16, 2000
By: /s/ Alan P. Hirmes
-------------------------------------
Alan P. Hirmes,
President
(principal executive and financial
officer)
Date: October 16, 2000
By: /s/ Glenn F. Hopps
-------------------------------------
Glenn F. Hopps,
Treasurer
(principal accounting officer)
