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 December 25, 1999
OR
____ TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-14941
CAMBRIDGE ADVANTAGED
PROPERTIES II LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware 13-3330195
(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 Securi-
ties 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>
<TABLE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CAMBRIDGE ADVANTAGED PROPERTIES II LIMITED
PARTNERSHIP AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
<CAPTION>
December 25, March 25,
1999 1999
<S> <C> <C>
ASSETS
Property and equipment - net of
accumulated depreciation of
$49,050,442 and $46,716,125,
respectively $65,779,367 $67,909,812
Cash and cash equivalents 1,612,622 1,449,846
Cash - restricted for tenants'
security deposits 579,046 583,583
Mortgage escrow deposits 2,646,548 2,476,406
Deferred costs, net of accumulated
amortization of and $1,210,392 and
$1,070,872, respectively 1,912,504 2,027,363
Prepaid expenses and other assets 697,592 258,296
Total assets $73,227,679 $74,705,306
LIABILITIES AND PARTNERS' DEFICIT
Liabilities
Mortgage notes payable $ 89,507,548 $ 89,892,922
Accounts payable, accrued
expenses and other liabilities 7,562,434 7,434,059
Tenants' security deposits payable 579,046 583,583
Due to general partners of
subsidiaries and their affiliates 1,384,526 1,581,637
Due to general partners and
affiliates 8,386,747 6,549,593
Total liabilities 107,420,301 106,041,794
Minority interest 4,453,301 4,626,130
Commitments and contingencies
(Note 5)
Partners' deficit:
Limited partners (37,941,917) (35,285,445)
General partners (704,006) (677,173)
Total partners' deficit (38,645,923) (35,962,618)
Total liabilities and partners'
deficit $ 73,227,679 $ 74,705,306
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
CAMBRIDGE ADVANTAGED PROPERTIES II LIMITED
PARTNERSHIP AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
December 25, December 25,
1999 1998* 1999 1998*
<S> <C> <C> <C> <C>
Revenues
Rentals, net $ 4,279,592 $ 4,216,984 $12,749,363 $12,395,384
Other 212,740 187,052 626,877 558,051
Total revenues 4,492,332 4,404,036 13,376,240 12,953,435
Expenses
Administrative and
management 799,623 775,764 2,357,656 2,301,397
Administrative and
management-
related parties
(Note 2) 393,118 370,153 1,152,295 1,132,317
Operating 320,739 331,653 923,697 965,915
Repairs and
maintenance 838,106 924,009 2,225,562 2,339,443
Taxes and insurance 471,728 492,330 1,375,666 1,444,971
Interest 1,852,019 1,792,050 5,573,317 5,316,509
Depreciation and
amortization 818,800 860,222 2,473,837 2,530,047
Total expenses 5,494,133 5,546,181 16,082,030 16,030,599
Loss before
minority interest
and extraordinary
item (1,001,801) (1,142,145) (2,705,790) (3,077,164)
Minority interest
in loss of
subsidiaries 8,900 4,607 22,485 30,566
Loss before
extraordinary item (992,901) (1,137,538) (2,683,305) (3,046,598)
Extraordinary item-
forgiveness of
indebtedness
income (Note 3) 0 502,534 0 502,534
Net loss $ (992,901) $ (635,004) $(2,683,305) $(2,544,064)
*Reclassified for comparative purposes
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
CAMBRIDGE ADVANTAGED PROPERTIES II LIMITED
PARTNERSHIP AND SUBSIDIARIES
Consolidated Statement of Changes in Partners' Deficit
(Unaudited)
<CAPTION>
Limited General
Total Partners Partners
<S> <C> <C> <C>
Balance-
March 26, 1999 $(35,962,618) $(35,285,445) $(677,173)
Net loss-nine
months ended
December 25, 1999 (2,683,305) (2,656,472) (26,833)
Balance-
December 25, 1999 $(38,645,923) $(37,941,917) $(704,006)
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
CAMBRIDGE ADVANTAGED PROPERTIES II LIMITED
PARTNERSHIP AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Decrease) Increase in Cash and Cash Equivalents
(Unaudited)
<CAPTION>
Nine Months Ended
December 25,
1999 1998
<S> <C> <C>
Cash flows from operating activities:
Net loss $(2,683,305) $(2,544,064)
Adjustments to reconcile net
loss to net cash provided by
operating activities:
Extraordinary item-forgiveness
of indebtedness income (Note 3) 0 (502,534)
Depreciation and amortization 2,473,837 2,530,047
Minority interest in loss of
subsidiaries (22,485) (30,566)
Decrease (increase) in cash-restricted
for tenants' security deposits 4,537 (85,066)
Increase in mortgage
escrow deposits (112,792) (889,615)
Increase in prepaid
expenses and other assets (439,296) (110,633)
Increase in accounts payable,
accrued expenses and other
liabilities 128,375 1,412,339
(Decrease) increase in tenants'
security deposits payable (4,537) 85,066
Increase in due to general partners
of subsidiaries and their affiliates 0 10,000
Decrease in due to general partners
of subsidiaries and their affiliates (197,111) (244,256)
Increase in due to general partners
and affiliates 1,837,154 857,209
Total adjustments 3,667,682 3,031,991
Net cash provided by operating
activities 984,377 487,927
Cash flows from investing activities:
Increase in mortgage reserve deposits (57,350) 0
Acquisitions of property and
equipment (203,872) (10,214)
Net cash used in investing activities (261,222) (10,214)
Cash flows from financing activities:
Principal payments of mortgage
notes payable (385,374) (6,281,227)
Borrowing on mortgage notes 0 5,805,048
Decrease in capitalization
of consolidated subsidiaries
attributable to minority interest (150,344) (97,208)
Increase in deferred costs (24,661) (86,042)
Net cash used in financing
activities (560,379) (659,429)
Net increase (decrease) in cash and
cash equivalents 162,776 (181,716)
Cash and cash equivalents-
beginning of period 1,449,846 1,011,604
Cash and cash equivalents-
end of period $1,612,622 $ 829,888
Supplemental disclosure of non cash activities:
Forgiveness of indebtedness
income (Note 3)
Decrease in mortgage
notes payable $ 0 $ (502,534)
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES II LIMITED
PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 25, 1999
(Unaudited)
Note 1 - General
The consolidated financial statements for the nine months ended
December 25, 1999 and 1998 include the accounts of Cambridge
Advantaged Properties II Limited Partnership (the "Partnership")
and ten subsidiary partnerships ("subsidiaries", "subsidiary part-
nerships" or "Local Partnerships"). The Partnership is a limited
partner, with an ownership interest of 98% in each of the subsidi-
ary partnerships. Through the rights of the Partnership and/or
one of its general partners (a "General Partner"), which General
Partner has a contractual obligation to act on behalf of the Partner-
ship, to remove the general partner of the subsidiary partnerships
(the "Local General Partners") and to approve certain major oper-
ating and financial decisions, the Partnership has a controlling
financial interest in the subsidiary partnerships.
For financial reporting purposes, the Partnership's fiscal quarter
ends December 25. All subsidiaries have fiscal quarters ending
September 30. Accounts of the subsidiary partnerships have been
adjusted for intercompany transactions from October 1 through
December 25. The Partnership's fiscal quarter ends on December
25 in order to allow adequate time for the subsidiaries' financial
statements to be prepared and consolidated. The books and rec-
ords 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 subsidi-
aries attributable to minority interest arise from cash contributions
and cash distributions to the minority interest partners.
The Partnership's investment in each subsidiary is equal to the
respective subsidiary's partners' equity less minority interest capi-
tal, if any. Losses attributable to minority interests which exceed
the minority interests' investment in a subsidiary have been
charged to the Partnership. Such losses aggregated approximately
$7,000 and $5,000 and $20,000 and $9,000 for the three and nine
months ended December 25, 1999 and 1998, respectively. In con-
solidation, all subsidiary partnership losses are included in the
Partnership's capital account except for losses allocated to minor-
ity interest capital.
The unaudited financial statements have been prepared on the
same basis as the audited financial statements included in the
Partnership's Form 10-K for the year ended March 25, 1999. In the
opinion of the General Partners, the accompanying unaudited
financial statements contain all adjustments (consisting only of
normal recurring adjustments) necessary to present fairly the fi-
nancial position of the Partnership as of December 25, 1999, the
results of operations for the three and nine months ended Decem-
ber 25, 1999 and 1998 and cash flows for the nine months ended
December 25, 1999 and 1998, respectively. However, the operat-
ing results for the nine months ended December 25, 1999 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 state-
ments and notes thereto included in the Partnership's March 25,
1999 Annual Report on Form 10-K.
Note 2 - Related Party Transactions
One of the General Partners of the Partnership, Related and Cam-
bridge Associates Limited Partnership ("Related and Cambridge
Associates"), has a 1% interest as a special limited partner in each
of the subsidiary partnerships.
Whitney Management Corp., an affiliate of the General Partners, is
the managing agent of nine properties.
<TABLE>
Fees incurred to related parties for the three and nine months
ended December 25, 1999 and 1998 were as follows:
<CAPTION>
Three Months Ended Nine Months Ended
December 25, December 25,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Partnership manage-
ment fees (a) $161,000 $161,000 $ 483,000 $ 483,000
Expense reimburse-
ment (b) 40,915 11,000 78,840 64,643
Property manage-
ment fees incurred
to affiliates of
the General
Partners (c) 126,090 135,797 399,980 398,973
Local administra-
tive fee (d) 2,000 2,000 6,000 8,000
Total general and
administrative-
General Partners 330,005 309,797 967,820 954,616
Property manage-
ment fees
incurred
to affiliates of the
subsidiary
partnerships'
general
partners (c) 63,113 60,356 184,475 177,701
Total general and
administrative-
related parties $393,118 $370,153 $1,152,295 $1,132,317
</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. Part-
nership management fees have been charged to operations and are
included in administrative and management-related parties ex-
penses. Partnership management fees owed to the General Part-
ners amounting to approximately $2,980,000 and $2,497,000 were
accrued and unpaid as of December 25, 1999 and March 25, 1999,
respectively.
(b) An affiliate of Related Advantaged Residential Associates, Inc.
(the "Related General Partner") performs services for the Partner-
ship which include, but are not limited to: accounting and fi-
nancing management, registrar, transfer and assignment func-
tions, asset management, investor communications, printing and
other administrative services. The amount of reimbursement from
the Partnership is limited by the provisions of the Partnership
Agreement. Another affiliate of the Related General Partner per-
forms asset monitoring for the Partnership. These services include
site visits and evaluations of the subsidiary partnerships' perform-
ance. Expense reimbursements and asset monitoring fees owed to
the Related General Partner amounting to approximately $704,000
and $626,000 were accrued and unpaid as of December 25, 1999
and March 25, 1999, respectively.
(c) Property management fees paid by subsidiary partnerships
amounted to $200,361 and $208,025 and $617,865 and $612,216 for
the three and nine months ended December 25, 1999 and 1998,
respectively. Of these fees $130,821 and $100,338 and $409,857
and $290,471 were incurred to affiliates of the Local General Part-
ners. In addition, $126,090 and $135,797 and $399,980 and
$398,973 were incurred to affiliates of the General Partners for the
three and nine months ended December 25, 1999 and 1998, respec-
tively. Of such amounts incurred to affiliates of the General Part-
ners, $67,708 and $39,982 and $225,382 and $112,770, respectively,
are also included in amounts incurred to affiliates of the Local
General Partners because they were incurred to affiliates of both.
(d) Related and Cambridge Associates, a limited partner of the
subsidiary partnerships, is entitled to receive a local administra-
tive fee of up to $2,500 per year from each subsidiary partnership.
Note 3 - Mortgage Note Payable
Sheridan Square Associates of Lawton L.P.
On September 17, 1998, Sheridan Square Associates of Lawton
Limited Partnership ("Sheridan") obtained financing from
NationsBank, N.A. in the form of a loan in the amount of
$5,200,000. The loan bears interest at 6.820% and requires
monthly payments by the Local Partnership to Nations Bank, N.A.
of $33,969, including interest, for a period of ten years. The ma-
turity date of the loan is October 1, 2008, at which point all re-
maining principal, including accrued interest shall be due and
payable.
Proceeds of the loan were used to pay off the existing first and
second mortgages due to Lexington Mortgage in the amount of
$4,214,883 and $89,380, respectively. In addition, loan proceeds
were used to establish certain reserve accounts, pay related loan
costs and the promissory note due to Whitney Sheridan in the
amount of $821,092.
Due to the new loan and the proceeds thereof used to pay off the
first mortgage loan to Lexington Mortgage, the remaining contin-
gent payments that existed at September 30, 1998, net of related
costs, no longer existed and was recognized as extraordinary gain
in the amount of $502,534.
Note 4 - Sale of Properties
Triangle Oaks Limited Partnership
On November 2, 1999, the Triangle Oaks Limited Partnership
entered into a letter of intent to sell the property to an unaffiliated
third party for a purchase price of $23,300,000, which was subse-
quently reduced to $22,270,000. The closing is expected to occur
in January 2000. No assurances can be given that the closing will
occur.
Brookwood Apartments, L.P.
On November 15, 1999, the Brookwood Apartments, L.P. entered
into a purchase and sale agreement with an unaffiliated third
party for a purchase price of $7,300,000. This closing is expected
to occur in March 2000. No assurances can be given that the clos-
ing will 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, 1999.
Note 6 - Subsequent Event
Players Club at Fort Myers, Ltd. and Suntree at Fort Myers, Ltd.
On December 28, 1999, the property and the related assets and
liabilities of Players Club at Fort Myers, Ltd. ("Players Club") and
Suntree at Fort Myers, Ltd. ("Suntree") were sold to an unaffiliated
third party for approximately $19,350,000, resulting in a gain of
approximately $5,669,000 and forgiveness of indebtedness income
of approximately $4,150,000 as a result of forgiveness of interest
on mortgage debt and advances from the General Partners. For
tax purposes, the entire gain to be realized by the Partnership is
anticipated to be approximately $15,821,000.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Con-
dition and Results of Operations
Liquidity and Capital Resources
The Partnership's primary source of funds are the cash distribu-
tions from operations of the Local Partnerships in which the Part-
nership has invested and net proceeds from pending and future
sales. These sources are available to meet the obligations of the
Partnership. During the nine months ended December 25, 1999
and 1998 such distributions amounted to approximately $143,000
and $185,000, respectively. Accordingly, the Related General
Partner advanced funds to meet the Partnership's third party obli-
gations with remaining unpaid balances due to the Related Gen-
eral Partner totaling approximately $3,720,000 and $2,859,000 at
December 25, 1999 and March 25, 1999, respectively. In addition,
certain fees and expense reimbursements owed to the General
Partners amounting to approximately $3,684,000 and $3,122,000
were accrued and unpaid as of December 25, 1999 and March 25,
1999, respectively. The Partnership utilized certain net proceeds
from the sale of Players Club and Suntree to repay a portion of
accrued amounts owed to the General Partners. Proceeds received
from future sales will be used to pay current operating expenses
and then any outstanding amounts due to the General Partners.
During the nine months ended December 25, 1999, cash and cash
equivalents of the Partnership and its ten consolidated Local Part-
nerships increased approximately $163,000. This increase was
attributable to cash flow provided by operating activities
($984,000) which exceeded acquisitions of property and equip-
ment ($204,000), a decrease in capitalization of consolidated sub-
sidiaries attributable to minority interest ($150,000), an increase in
deferred costs ($25,000), principal payments of mortgage notes
payable ($385,000) and an increase in mortgage reserve deposits
($57,000). Included in the adjustments to reconcile the net loss to
cash flow provided by operating activities is depreciation and
amortization ($2,474,000).
For a discussion of contingencies affecting certain Local Partner-
ships, see Notes 1 and 5 to the financial statements.
Management is not aware of any trends or events, commitments
or uncertainties, which have not otherwise been disclosed, that
will or are likely to impact liquidity in a material way. Manage-
ment 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 re-
maining 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
Excluding other income, the results of operations of the Partner-
ship, as well as the Local Partnerships remained fairly consistent
during the three and nine months ended December 25, 1999 and
1998. 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.
Rental income increased approximately 1% and 3% for the three
and nine months ended December 25, 1999 as compared to the
corresponding periods in 1998 due to an increase in occupancy at
two Local Partnerships and rental rate increases.
Other income increased approximately $26,000 and $69,000 for the
three and nine months ended December 25, 1999 as compared to
the corresponding periods in 1998 due to an increase in miscella-
neous fees and late charges at four Local Partnerships.
Total expenses remained fairly consistent with a decrease of ap-
proximately 1% and an increase of less than 1% for the three and
nine months ended December 25, 1999 as compared to the corre-
sponding periods in 1998.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
None
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Changes in Securities and Use of Proceeds - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other information - None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
27 Financial Data Schedule (filed herewith).
(b) Reports on Form 8-K - No reports on Form 8-K were
filed during the quarter.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
CAMBRIDGE ADVANTAGED PROPERTIES II LIMITED PARTNERSHIP
(Registrant)
By: RELATED ADVANTAGED RESIDENTIAL ASSOCIATES, INC., a General Partner
Date: January 13, 2000
By: /s/ Alan P. Hirmes
Alan P. Hirmes,
Senior Vice President
(principal financial officer)
Date: January 13, 2000
By: /s/ Glenn F. Hopps
Glenn F. Hopps,
Treasurer
(principal accounting officer)
By: RELATED AND CAMBRIDGE ASSOCIATES, LIMITED PARTNERSHIP,
a General Partner
By: Related Advantaged Residential Associates, Inc.,
its General Partner
Date: January 13, 2000
By: /s/ Alan P. Hirmes
Alan P. Hirmes,
Senior Vice President
(principal financial officer)
Date: January 13, 2000
By: /s/ Glenn F. Hopps
Glenn F. Hopps,
Treasurer
(principal accounting officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial information extracted
from the financial statements for Cambridge Advantaged Proper-
ties II Limited Partnership and is qualified in its entirety by refer-
ence to such financial statements
</LEGEND>
<CIK> 0000771996
<NAME> Cambridge Advantaged Properties II Limited Partnership
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-25-2000
<PERIOD-START> MAR-26-1999
<PERIOD-END> DEC-25-1999
<CASH> 1,612,622
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,923,186
<PP&E> 114,829,809
<DEPRECIATION> (49,050,442)
<TOTAL-ASSETS> 73,227,679
<CURRENT-LIABILITIES> 17,912,753
<BONDS> 89,507,548
0
0
<COMMON> 0
<OTHER-SE> (34,192,622)
<TOTAL-LIABILITY-AND-EQUITY> 73,227,679
<SALES> 0
<TOTAL-REVENUES> 13,376,240
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,508,713
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,573,317
<INCOME-PRETAX> (2,705,790)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,683,305)
<EPS-BASIC> (372)
<EPS-DILUTED> 0
</TABLE>
