<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 June 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>
============ ============
June 25, March 25,
2000 2000
------------ ------------
<S> <C> <C>
ASSETS
Property and equipment - net,
less accumulated depreciation
of $48,391,557 and $51,855,620,
respectively $ 48,232,692 $ 52,714,919
Property and equipment -
held for sale - net, less
accumulated depreciation of
$12,254,247 and $15,415,302,
respectively 8,621,955 13,550,070
Cash and cash equivalents 5,251,700 4,095,787
Cash - restricted for tenants'
security deposits 708,819 768,762
Mortgage escrow deposits 8,702,750 9,180,023
Prepaid expenses and other assets 998,218 1,103,445
------------ ------------
Total assets $ 72,516,134 $ 81,413,006
============ ============
</TABLE>
2
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(continued)
<TABLE>
<CAPTION>
============ ============
June 25, March 25,
2000 2000
------------ ------------
<S> <C> <C>
LIABILITIES AND PARTNERS' DEFICIT
Liabilities
Mortgage notes payable $ 41,395,196 $ 44,171,128
Purchase money notes payable
(Note 2) 34,205,896 43,969,115
Due to selling partners (Note 2) 70,554,099 74,281,146
Accounts payable, accrued
expenses and other liabilities 1,353,055 2,827,606
Tenants' security deposits payable 655,198 751,121
Due to general partners of
subsidiaries and their affiliates 162,974 631,826
Due to general partners and
affiliates 2,636,914 2,842,933
------------ ------------
Total liabilities 150,963,332 169,474,875
------------ ------------
Minority interest 728,792 635,465
------------ ------------
Commitments and contingencies
(Note 5)
Partners' deficit:
Limited partners (77,846,705) (87,272,836)
General partners (1,329,285) (1,424,498)
------------ ------------
Total partners' deficit (79,175,990) (88,697,334)
------------ ------------
Total liabilities and partners' deficit $ 72,516,134 $ 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
June 25,
----------------------------
2000 1999
----------------------------
<S> <C> <C>
Revenues:
Rentals, net $ 4,625,997 $ 6,795,407
Other 262,874 267,307
(Loss) gain on sale of property (Note 4) (435,543) 8,978,721
------------ ------------
Total revenues 4,453,328 16,041,435
------------ ------------
Expenses
Administrative and management 1,120,334 1,385,840
Administrative and management-
related parties (Note 3) 553,080 716,632
Operating 888,567 1,515,696
Repairs and maintenance 1,012,154 1,782,590
Taxes and insurance 520,235 872,207
Interest 3,824,011 2,127,005
Depreciation 918,597 1,389,530
------------ ------------
Total expenses 8,836,978 9,789,500
------------ ------------
Net (loss) income before minority interest (4,383,650) 6,251,935
Minority interest in income of
subsidiaries (96,556) (25,268)
------------ ------------
(Loss) income before extraordinary item (4,480,206) 6,226,667
Extraordinary item- forgiveness of
indebtedness income (Note 4) 14,001,550 14,478,385
------------ ------------
Net income $ 9,521,344 $ 20,705,052
============ ============
Limited Partners Share:
(Loss) income before extraordinary item $ (4,435,404) $ 6,164,400
Extraordinary item 13,861,535 14,333,601
------------ ------------
Net income $ 9,426,131 $ 20,498,001
============ ============
Number of units outstanding 12,074 12,074
============ ============
(Loss) income before extraordinary
item per limited partner unit $ (367) $ 511
Extraordinary item per limited
partner unit 1,148 1,187
------------ ------------
Net income per limited
partner unit $ 781 $ 1,698
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<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 9,521,344 9,426,131 95,213
------------ ------------ ------------
Balance -
June 25, 2000 $(79,175,990) $(77,846,705) $ (1,329,285)
============ ============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(Unaudited)
<TABLE>
<CAPTION>
============================
Three Months Ended
June 25,
----------------------------
2000 1999
----------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 9,521,344 $ 20,705,052
------------ ------------
Adjustments to reconcile net income
to net cash provided by
operating activities:
Loss (gain) on sale of property (Note 4) 435,543 (8,978,721)
Extraordinary item-forgiveness of
indebtedness income (Note 4) (14,001,550) (14,478,385)
Depreciation 918,597 1,389,530
Minority interest in income
of subsidiaries 96,556 25,268
Decrease (increase) in cash-restricted
for tenants' security deposits 12,493 (54,035)
Decrease in mortgage
escrow deposits 726,927 1,061,024
Decrease in prepaid
expenses and other assets 64,503 114,484
Increase in due to selling partners 3,636,582 1,624,020
Payments of interest to selling partners 0 (178,395)
(Decrease) increase in accounts payable,
accrued expenses and other liabilities (1,194,859) 1,270,596
(Decrease) increase in tenants' security
deposits payable (51,259) 7,851
Increase in due to general partners
of subsidiaries and their affiliates 554,799 376,814
Decrease in due to general partners
of subsidiaries and their affiliates (468,852) (15,572)
Decrease in due to
general partners and affiliates (156,119) (471,556)
------------ ------------
Total adjustments (9,426,639) (18,307,077)
------------ ------------
Net cash provided by
operating activities 94,705 2,397,975
------------ ------------
</TABLE>
6
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(Unaudited)
(continued)
<TABLE>
<CAPTION>
============================
Three Months Ended
June 25,
----------------------------
2000 1999
----------------------------
<S> <C> <C>
Cash flows from investing activities:
Proceeds from sale of properties 2,757,360 13,500,000
Acquisitions of property and
equipment (206,631) (118,034)
Increase in mortgage
escrow deposits (533,490) (421,151)
------------ ------------
Net cash provided by
investing activities 2,017,239 12,960,815
------------ ------------
Cash flows from financing activities:
Decrease in purchase
money notes payable 0 (170,866)
Principal payment of mortgage
notes payable (952,802) (8,525,912)
Decrease in capitalization of
minority interest (3,229) (1,942)
------------ ------------
Net cash used in
financing activities (956,031) (8,698,720)
------------ ------------
Net increase in cash and cash
equivalents 1,155,913 6,660,070
Cash and cash equivalents -
beginning of period 4,095,787 2,658,449
------------ ------------
Cash and cash equivalents -
end of period $ 5,251,700 $ 9,318,519
============ ============
Supplemental disclosures of noncash activities:
Increase in property and equipment -
held for sale reclassified from
property and equipment $ 4,928,115 $ 12,289,350
Forgiveness of indebtedness (Note 4):
</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>
============================
Three Months Ended
June 25,
----------------------------
2000 1999
----------------------------
<S> <C> <C>
Decrease in purchase money
note payable (7,741,369) (5,371,742)
Decrease in due to selling
partners (5,505,463) (8,767,828)
Decrease in due to general partners
and affiliates (40,000) 0
Decrease in due to general partners
of subsidiaries and their affiliates (554,799) (186,209)
Decrease in accounts payable, accrued
expenses and other liabilities (159,919) (152,606)
Summarized below are the components
of the gain on sale of property:
Decrease in property and equipment,
net of accumulated depreciation 8,698,376 7,574,951
Decrease in cash - restricted for tenants'
security deposits 47,450 155,251
Decrease in mortgage escrow deposits 283,836 389,047
Decrease in prepaid expenses and
other assets 40,724 291,947
Decrease in purchase money
notes payable (2,021,850) (3,421,700)
Decrease in due to selling partners (1,858,166) 0
Decrease in accounts payable,
accrued expenses and other liabilities (119,773) (352,355)
Decrease in tenant's security
deposits payable (44,664) (115,862)
Decrease in due to
general partners and affiliates (9,900) 0
Decrease in mortgage notes payable (1,823,130) 0
</TABLE>
See accompanying notes to consolidated financial statements.
8
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 25, 2000
(Unaudited)
Note 1 - General
The consolidated financial statements for the three months ended June 25, 2000
include the accounts of Cambridge Advantaged Properties Limited Partnership (the
"Partnership") and forty-three subsidiary partnerships ("subsidiaries,"
"subsidiary partnerships" or "Local Partnerships"), two 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 consolidated financial
statements for the three months ended June 25, 1999 include the accounts of the
Partnership and fifty-one subsidiary partnerships, two of which only have
activity through the date of sale of the Partnership's Local Partnership
interest and one of which only has activity through the date of sale of its
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 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
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.
9
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 25, 2000
(Unaudited)
Losses attributable to minority interests which exceed the minority interests'
investment in a subsidiary have been charged to the Partnership. Such losses
aggregated approximately $5,000 and $1,000 for the three months ended June 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 June 25, 2000 and the results of operations
and cash flows for the three months ended June 25, 2000 and 1999. However, the
operating results for the three months ended June 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 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
purchase money note relates (the "Purchase Money Notes"). 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 June 25, 2000 and March 25, 2000 include $4,336,417 of interest
accrued through August 31, 1989.
10
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 25, 2000
(Unaudited)
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 $64,000,000 and $70,501,000 as of June 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. Through June 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 (four years
with respect to one subsidiary partnership, five years with respect to three
subsidiary partnerships and nine years with respect to one subsidiary
partnership. Five Purchase Money Notes are now extended, with maturity dates
ranging from June 2001 to April 2008. 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. At June 25, 2000
extension fees of $431,100 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 in-
11
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 25, 2000
(Unaudited)
vestments 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.
Cash flow distributions aggregating approximately $70,000 and $2,512,000 were
made to the Partnership for the three months ended June 25, 2000 and 1999,
respectively, of which approximately $0 and $13,000, respectively, was used to
pay interest on the Purchase Money Notes. Distributions of proceeds from sales
of properties aggregating approximately $70,000 and $2,490,000 were made to the
Partnership during the three months ended June 25, 2000 and 1999, respectively,
none of which were used to pay principal and interest on the Purchase Money
Notes.
12
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 25, 2000
(Unaudited)
Note 3 - Related Party Transactions
The costs incurred to related parties for the three months ended June 25, 2000
and 1999 were as follows:
<TABLE>
<CAPTION>
============================
Three Months Ended
June 25,
----------------------------
2000 1999
<S> <C> <C>
Partnership management fees (a) $ 280,000 $ 283,000
Expense reimbursement (b) 37,072 46,173
Local administrative fee (c) 16,000 18,000
------------ ------------
Total general and administrative-
General Partners 333,072 347,173
------------ ------------
Property management fees incurred
to affiliates of the subsidiary
partnerships' general partners 220,008 369,459
------------ ------------
Total general and administrative-
related parties $ 553,080 $ 716,632
============ ============
</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 $1,847,000 and $1,942,000 were accrued and
unpaid as of June 25, 2000 and March 25, 2000, respectively. 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.
13
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 25, 2000
(Unaudited)
Expense reimbursements and asset monitoring fees owed to the Related General
Partner amounting to approximately $26,000 and $76,000 were accrued and unpaid
as of June 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 June 25,
2000, the Partnership has disposed of twenty-two of its sixty-one original
investments. Five additional investments were sold after June 25, 2000. 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 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 con-
14
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 25, 2000
(Unaudited)
tribution 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 foregiveness of indebtedness
income of approximately $2,664,000.
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 $2,895,000. 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 $4,442,000. No proceeds were
used to settle the associated Purchase Money Note and accrued interest which had
a total outstanding balance of approximately $11,511,000, operating deficit
loans and advances of approximately $555,000 and various payables of $160,000,
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.
15
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 25, 2000
(Unaudited)
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 August 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.
Note 5 - Commitments and Contingencies
There were no material changes and/or additions to disclosures regarding the
subsidiary partnerships which were 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., Oakwood Manor, Ltd. and Robindale East Apartments, Ltd. 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
16
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 25, 2000
(Unaudited)
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 issued by
the Partnership had matured and were in default.
The amended complaint sought the following relief on its fraud claim: (1)
rescission of the Purchase Money Notes, 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 issued by the Partnership 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 affiliated with it and others. On their
claim on the Purchase Money Notes, 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 those
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.
17
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CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 25, 2000
(Unaudited)
The parties have reached an agreement in principle to settle this action, which
settlement contemplates the sale of partnership interest or real estate 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. The parties are currently in the process of trying to document and
implement this proposed settlement. There can be no assurance that the parties
will successfully conclude this settlement. If the parties fail to conclude this
settlement, the Partnership and the defendants affiliated with it intend to
defend the McConnell Action vigorously.
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 its 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.
18
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CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 25, 2000
(Unaudited)
Due to the ongoing nature of the negotiations, there can be no assurance that
the parties will successfully conclude in a settlement.
MARCRUM
In or about May, 2000, the Partnership learned that the alleged owners of the
beneficial interests in Purchase Money Notes issued by the Partnership in 1984
in connection with its acquisition of limited partnership interests in four
local limited partnerships, Bonnie Doone Apartments, Ltd., Dickens Ferry
Apartments, Ltd., Decatur Apartments, Ltd., and Florence Apartments, Ltd., had
in February 2000 purported to foreclose on the Partnership's interests in those
partnerships by the filing of involuntary substitution affidavits in the Office
of the Judge Probate of Lauderdale County, Alabama as the result of the
Partnership's alleged default under such Purchase Money Notes. In June 2000, the
Partnership entered into an agreement with the noteholders pursuant to which
they acknowledged that the involuntary substitutions had been filed in error and
rescinded the purported foreclosure whereupon the Partnership sold its interests
in the four local limited partnerships for nominal consideration. See Note 6 to
the Financial Statements.
Note 6 - Subsequent Events
On June 30, 2000, the Partnership sold 1% of its interest in each of the
following Local Partnerships: 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 Local Partnerships and the related Purchase Money Notes and
interest thereon to the Purchase Money Note holder resulting in a gain of
approximately $1,895,000, $2,421,000, $2,097,000, and $2,849,000, respectively.
For tax purposes the entire gain to be realized by the Partnership is
anticipated to be 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 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 property was placed back on the market.
19
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 25, 2000
(Unaudited)
On July 11, 2000, the Conifer 317 ("Pinewood") purchase sale agreement with a
third party was cancelled and the 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.
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 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
$2,148,000 and $2,293,000, were accrued and unpaid as of June 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.
Cash flow distributions aggregating approximately $70,000 and $2,512,000 were
made to the Partnership for the three months ended June 25, 2000 and 1999,
respectively, of which approximately $0 and $13,000, respectively, was used to
pay interest on the Purchase Money Notes. Distributions of proceeds from sales
of properties aggregating approximately $70,000 and $2,490,000 were made to the
Partnership during the three months ended June 25, 2000 and 1999, respectively,
none of which were used to pay principal and interest on the Purchase Money
Notes.
During the three months ended June 25, 2000, cash and cash equivalents of the
Partnership and its forty-three consolidated Local Partnerships increased
approximately $1,156,000. This increase was due to cash provided by operating
activities ($95,000) and proceeds from the sale of properties ($2,757,000) which
exceeded acquisitions of property and equipment ($207,000), repayments of
mortgage notes payable ($953,000), an increase in mortgage escrow deposits
($533,000) and a decrease in capitalization of minority interest ($3,000).
Included in the adjustments to reconcile the net income to cash provided by
operating activities are loss on sale of property ($436,000), forgiveness of
indebtedness income ($14,002,000) and depreciation ($919,000).
For a discussion of Purchase Money Notes Payable, see Note 2 to the financial
statements.
21
<PAGE>
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 months ended June 25, 2000 and 1999,
excluding Bellfort, Fircrest, Lancaster Manor, Valley Arms and Oakbrook which
sold their property 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 and Carlton Terrace in which the Partnership sold its
Local Partnership Interests (collectively the "Sold Assets"), gain on sale of
properties, forgiveness of indebtedness income, other income 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.
22
<PAGE>
Rental income decreased approximately 32% for the three months ended June 25,
2000 as compared to 1999. Excluding the Sold Assets, rental income increased
approximately 3% for the three months ended June 25, 2000 as compared to 1999
primarily due to rental rate increases.
Other income decreased approximately 2% for the three months June 25, 2000 as
compared to 1999. Excluding the Sold Assets, such income increased approximately
33% for the three months ended June 25, 2000 as compared to 1999 primarily due
to increases in late charges, miscellaneous fees and interest income at three
Local Partnerships and 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 and interest, remained fairly
consistent with a decrease of less than 1% for the three months ended June 25,
2000 as compared to 1999.
Interest increased approximately $1,697,000 for the three months ended June 25,
2000 as compared to 1999. Excluding the Sold Assets, such expense increased
approximately $2,370,000 primarily due to an increase in Purchase Money Note
interest expense as a result of certain Purchase Money Notes reaching maturity.
Administrative and management, administrative and management-related parties,
operating, repairs and maintenance, taxes and insurance and depreciation
decreased approximately $266,000, $164,000, $627,000, $770,000, $352,000 and
$471,000, respectively, for the three months ended June 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 $29,000, ($3,000),
$3,000, ($22,000), ($10,000) and ($18,000), respectively, for the three months
ended June 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 because they are classified as assets held for sale.
A (loss) gain on sale of property in the amount of approximately $(436,000) and
$8,979,000, was recorded for the three months ended June 25, 2000 and 1999,
respectively, and forgiveness of indebtedness income in the amount of
approximately $14,002,000 and $14,478,000 was recorded for the three months
ended June 25, 2000 and 1999, respectively (see Note 4 to the financial
statements).
23
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
None
24
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
This information is incorporated by reference in Note 5 of 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.
25
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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 ADVANTAGED
PROPERTIES LIMITED PARTNERSHIP
(Registrant)
By: Related Beta Corporation,
a General Partner
Date: August 4, 2000
By:/s/ Alan P. Hirmes
------------------
Alan P. Hirmes,
President
(principal executive and financial officer)
Date: August 4, 2000
By:/s/ Glenn F. Hopps
------------------
Glenn F. Hopps,
Treasurer
(principal accounting officer)
By: ASSISTED HOUSING ASSOCIATES,
INC., a General Partner
Date: August 4, 2000
By:/s/ Alan P. Hirmes
------------------
Alan P. Hirmes,
President
(principal executive and financial officer)
Date: August 4, 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: August 4, 2000
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes,
President
(principal executive and financial
officer)
Date: August 4, 2000
By: /s/ Glenn F. Hopps
------------------
Glenn F. Hopps,
Treasurer
(principal accounting officer)
