<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 0-14941
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 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 II LIMITED
PARTNERSHIP AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
========== ==========
June 25, March 25,
2000 2000
---------- ----------
<S> <C> <C>
ASSETS
Property and equipment - net of
accumulated depreciation of
$29,859,257 and $29,375,696,
respectively $33,754,256 $34,237,818
Property and equipment held
for sale - net of accumulated
depreciation of $9,483,002 and
$12,824,528, respectively 14,706,809 18,695,807
Cash and cash equivalents 1,401,715 1,504,490
Cash - restricted for tenants'
security deposits 410,094 435,137
Mortgage escrow deposits 2,005,329 1,961,983
Deferred costs, net of accumulated
amortization of $473,807 and
$453,237, respectively 1,360,792 1,441,913
Prepaid expenses and other assets 181,512 173,093
---------- ----------
Total assets $53,820,507 $58,450,241
========== ==========
</TABLE>
2
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES II 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 $66,172,946 $71,887,945
Accounts payable, accrued
expenses and other liabilities 4,245,251 4,100,178
Tenants' security deposits payable 410,094 435,137
Due to general partners of
subsidiaries and their affiliates 562,541 562,541
Due to general partners and
affiliates 5,126,446 6,726,899
---------- ----------
Total liabilities 76,517,278 83,712,700
---------- ----------
Minority interest 4,142,409 4,237,149
---------- ----------
Commitments and contingencies
(Note 4)
Partners' deficit:
Limited partners (26,253,241) (28,887,065)
General partners (585,939) (612,543)
---------- ----------
Total partners' deficit (26,839,180) (29,499,608)
---------- ----------
Total liabilities and partners'
deficit $53,820,507 $58,450,241
========== ==========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
3
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES II LIMITED
PARTNERSHIP AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
============================
Three Months Ended
June 25,
----------------------------
2000 1999*
----------------------------
<S> <C> <C>
Revenues
Rentals, net $3,532,702 $4,214,677
Other 130,907 158,600
Gain on sale of property (Note 3) 2,951,106 0
---------- ----------
Total revenues 6,614,715 4,373,277
---------- ----------
Expenses
Administrative and management 758,019 793,190
Administrative and management-
related parties (Note 2) 258,267 325,723
Operating 228,802 323,947
Repairs and maintenance 414,130 524,793
Taxes and insurance 353,265 454,596
Interest 1,415,827 1,736,908
Depreciation and amortization 513,212 802,517
---------- ----------
Total expenses 3,941,522 4,961,674
---------- ----------
Income (loss) before minority interest 2,673,193 (588,397)
Minority interest in (income) loss
of subsidiaries (12,765) 1,879
---------- ----------
Net income (loss) $2,660,428 $ (586,518)
========== ==========
</TABLE>
*Reclassified for comparative purposes
See Accompanying Notes to Consolidated Financial Statements.
4
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES II 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 $(29,499,608) $(28,887,065) $(612,543)
Net income - three
months ended
June 25, 2000 2,660,428 2,633,824 26,604
------------ ------------ ---------
Balance-
June 25, 2000 $(26,839,180) $(26,253,241) $(585,939)
=========== =========== ========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
5
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES II LIMITED
PARTNERSHIP AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Decrease) Increase 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 (loss) $ 2,660,428 $ (586,518)
---------- -----------
Adjustments to reconcile net income
(loss) to net cash (used in) provided
by operating activities:
Gain on sale of property (2,951,106) 0
Depreciation and amortization 513,212 802,517
Minority interest in income (loss)
of subsidiaries 12,765 (1,879)
Decrease in cash-restricted
for tenants' security deposits 25,043 16,613
(Increase) decrease in mortgage
escrow deposits (139,863) 196,365
Increase in prepaid
expenses and other assets (24,690) (300,176)
Increase (decrease) in accounts
payable, accrued expenses and
other liabilities 213,091 (209,222)
Decrease in tenants'
security deposits payable (3,598) (16,613)
Increase in due to general partners
of subsidiaries and their affiliates 0 9,928
(Decrease) increase in due to
general partners and affiliates (1,600,453) 306,822
---------- ----------
Total adjustments (3,955,599) 804,355
---------- ----------
Net cash (used in) provided by
operating activities (1,295,171) 217,837
---------- ----------
</TABLE>
6
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES II LIMITED
PARTNERSHIP AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Decrease) Increase in Cash and Cash Equivalents
(Unaudited)
(continued)
<TABLE>
<CAPTION>
============================
Three Months Ended
June 25,
----------------------------
2000 1999
----------------------------
<S> <C> <C>
Cash flows from investing activities:
Net proceeds from the sale of property 1,638,742 0
Increase in mortgage reserve deposits (1,728) (36,570)
Acquisitions of property and
equipment (793) (1,444)
--------- ---------
Net cash provided by (used in)
investing activities 1,636,221 (38,014)
--------- ---------
Cash flows from financing activities:
Principal payments of mortgage
notes payable (336,320) (132,649)
Decrease in capitalization
of consolidated subsidiaries
attributable to minority interest (107,505) (31,092)
Increase in deferred costs 0 (24,661)
--------- ---------
Net cash used in financing
activities (443,825) (188,402)
--------- ---------
Net decrease in cash and
cash equivalents (102,775) (8,579)
Cash and cash equivalents-
beginning of period 1,504,490 1,449,846
--------- ---------
Cash and cash equivalents-
end of period $1,401,715 $1,441,267
========= =========
</TABLE>
7
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES II LIMITED
PARTNERSHIP AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Decrease) Increase in Cash and Cash Equivalents
(Unaudited)
(continued)
<TABLE>
<CAPTION>
============================
Three Months Ended
June 25,
----------------------------
2000 1999
----------------------------
<S> <C> <C>
Supplemental disclosure of non cash activities:
Summarized below are the components
of the gain on sale of property:
Decrease in property and equipment,
net of accumulated depreciation $ 3,989,796 $0
Decrease in mortgage escrow deposits 98,245 0
Decrease in deferred costs 51,469 0
Decrease in prepaid expenses and
other assets 16,271 0
Decrease in tenants' security deposits
payable (21,445) 0
Decrease in mortgage notes payable (5,378,679) 0
Decrease in due to general partners
and affiliates (68,018) 0
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
8
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES II 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 II Limited Partnership
(the "Partnership") and eight subsidiary partnerships ("subsidiaries",
"subsidiary partnerships" or "Local Partnerships") one of which only has
activity through the date of sale of its 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 ten subsidiary
partnerships. The Partnership is a limited partner, with an ownership interest
of 98% in each of the subsidiary partnerships. Through the rights of the
Partnership and/or one of its general partners (a "General Partner"), which
General Partner has a contractual obligation to act on behalf of the
Partnership, to remove the general partner of the subsidiary partnerships (the
"Local General Partners") 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 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-
9
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES II LIMITED
PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 25, 2000
(Unaudited)
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 $0 and $5,800 for the three months ended June
25, 2000 and 1999, respectively. 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, respectively.
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 - Related Party Transactions
One of the General Partners of the Partnership, Related and Cambridge 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., which was an affiliate of the Related General Partner
through October 1997, is the managing agent of three properties.
10
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES II LIMITED
PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 25, 2000
(Unaudited)
<TABLE>
<CAPTION>
Fees incurred to related parties for the three months ended June 25, 2000 and
1999 were as follows:
=======================
Three Months Ended
June 25,
-----------------------
2000 1999*
-----------------------
<S> <C> <C>
Partnership management fees (a) $128,750 $161,000
Expense reimbursement (b) 22,084 23,925
Property management fees incurred
to affiliates of the General Partners (c) 41,270 77,983
Local administrative fee (d) 2,000 2,000
------- -------
Total general and administrative-
General Partners 194,104 264,908
------- -------
Property management fees
incurred to affiliates of the
subsidiary partnerships'
general partners (c) 64,163 60,815
------- -------
Total general and administrative-
related parties $258,267 $325,723
======= =======
*Reclassified for comparative purposes.
</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 have been charged
to operations and are included in administrative and management-related parties
expenses. Partnership management fees owed to the General Partners amounting to
approximately $3,130,000 and $3,002,000 were accrued and unpaid as of June 25,
2000 and March 25, 2000, respectively. Without the General Partners' advances
and continued accrual without payment of certain fees and expense
reimbursements, the Partnership will not be in the 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.
(b) An affiliate of Related Advantaged Residential Associates, Inc. (the
"Related General Partner") performs services for the Partnership which include,
but are not limited to: accounting and financing management, registrar,
transfer and assignment func-
11
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES II LIMITED
PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 25, 2000
(Unaudited)
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 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 $33,000 and $743,000 were
accrued and unpaid as of June 25, 2000 and March 25, 2000, respectively.
(c) Property management fees paid by subsidiary partnerships amounted to
$177,526 and $211,693 for the three months ended June 25, 2000 and 1999,
respectively. Of these fees $105,433 and $138,798 were incurred to affiliates of
the Local General Partners. In addition, $41,270 and $77,983 were incurred to
affiliates of the General Partners for the three months ended June 25, 2000 and
1999, respectively. Of such amounts incurred to affiliates of the General
Partners, $41,270 and $77,983, 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 administrative fee of up to $2,500
per year from each subsidiary partnership.
Note 3 - Sale of Properties
GENERAL
The Partnership is currently in the process of winding up its operations and
disposing of its investments. It is anticipated that this process will take a
number of years. As of June 25, 2000, the Partnership has disposed of five of
its twelve original investments. One additional investment is listed for sale
and the General Partner anticipates that the six remaining investments will be
listed for sale by December 31, 2001. 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 Partnership and the current economic conditions including
changes in tax laws, it is
12
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES II LIMITED
PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 25, 2000
(Unaudited)
unlikely that the proceeds from such sales will be sufficient to return the
limited partners original investment.
INFORMATION REGARDING DISPOSITION
BROOKWOOD APARTMENTS, L.P. ("BROOKWOOD")
On March 24, 2000, the property and related assets and liabilities of Brookwood
were sold to an unaffiliated third party for $7,300,000 inclusive of the
mortgage assumption, resulting in a gain of approximately $2,951,000. For tax
purposes, the entire gain to be realized by the Partnership is anticipated to be
approximately $6,118,000.
Note 4 - 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.
Note 5 - Subsequent Events
APPLE CREEK ASSOCIATES OF DENTON, LTD. ("APPLE CREEK")
On July 7, 2000, Apple Creek's mortgage loan was refinanced in the principal
amount of $7,250,000, at an interest rate of 8.15% and a maturity date of July
2010. In addition, a contract for sale to an unaffiliated third party purchaser,
in the amount of approximately $9,100,000, was signed on June 29, 2000. The
anticipated closing date, if concluded, is August 2000. No assurance can be
given that the sale will actually occur.
TRIANGLE/OAKS LIMITED PARTNERSHIP ("TRIANGLE/OAKS")
On July 11, 2000, Triangle/Oaks entered into a letter of intent to sell the
property and related assets and liabilities to an unaffiliated third party
purchaser for a price of approximately $22,400,000. No assurances can be given
that the sale will actually occur.
13
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's primary source of funds are the cash distributions from
operations and cash distributions from sales of the Local Partnerships in which
the Partnership has invested. These sources are available to meet the
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. During the three months ended June 25, 2000 and
1999, such distributions amounted to approximately $1,825,000 and $134,000,
respectively. Accordingly, the Related General Partner advanced funds to meet
the Partnership's third party obligations with remaining unpaid balances due to
the Related General Partner totaling approximately $1,955,000 and $2,950,000 at
June 25, 2000 and March 25, 2000, respectively. In addition, certain fees and
expense reimbursements owed to the General Partners amounting to approximately
$3,164,000 and $3,745,000 were accrued and unpaid as of June 25, 2000 and March
25, 2000, respectively. Without the General Partners' advances and continued
accrual without payment of certain fees and expense reimbursements, the
Partnership will not be in the position to meet its obligations. The General
Partners have continued advancing and allowing the accrual without payment of
these amounts but they are under no obligation to do so. Proceeds received by
the Partnership from future sales will be used to pay current operating expenses
and then any outstanding amounts due to the General Partners.
During the three months ended June 25, 2000, cash and cash equivalents of the
Partnership and its eight consolidated Local Partnerships decreased
approximately $103,000. This decrease was primarily attributable to cash flow
used in operating activities ($1,295,000), a decrease in capitalization of
consolidated subsidiaries attributable to minority interest ($108,000),
principal payments of mortgage notes payable ($336,000) and an increase in
mortgage reserve deposits ($2,000) which exceeded the net proceeds from the sale
of property ($1,639,000). Included in the adjustments to reconcile the net
income to cash flow used in operating activities is gain on sale of property
($2,951,000) and depreciation and amortization ($513,000).
14
<PAGE>
For a discussion of contingencies affecting certain Local Partnerships, see Note
4 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. 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 Player's Club at Fort Myers, Ltd., Suntree at Fort Myers, Ltd., and
Brookwood which sold their respective properties and related assets and
liabilities (collectively the "Sold Assets"). Contributing to the relatively
stable operations at the Local Partnerships is the fact that a large portion of
the Local Partnerships are operating under government assistance programs which
provide for rental subsidies and/or reductions of mortgage interest payments.
The Partnership's primary source of income continues to be its portion of the
Local Partnerships' operating results. The majority of Local Partnership income
continues to be in the form of rental income with the corresponding expenses
being divided among operations, depreciation, and mortgage interest.
Rental income decreased approximately 16% for the three months ended June 25,
2000 as compared to 1999. Excluding the Sold Assets, rental income increased
approximately 2% for the three months ended June 25, 2000 as compared to 1999,
primarily due to rental rate increases.
Total expenses, excluding the operations for the Sold Assets and the categories
of administrative and management and administrative and management-related
parties, remained fairly consistent with an increase of 4% for the three months
ended June 25, 2000 as compared to 1999.
15
<PAGE>
Administrative and management decreased approximately 4% for the three months
ended June 25, 2000 as compared to 1999. Excluding the Sold Assets,
administrative and management increased approximately 13%, primarily due to an
increase in employee benefits, postage, telephone and cable fees at one Local
Partnership.
Administrative and management-related parties decreased approximately 21% for
the three months ended June 25, 2000 as compared to 1999. Excluding the Sold
Assets, administrative and management-related parties decreased approximately
11%, primarily due to a decrease in Partnership management fees and property
management fees due to the sales of the Local Partnerships.
Operating, repairs and maintenance, taxes and insurance, interest and
depreciation and amortization expense decreased approximately $95,000, $111,000,
$101,000, $321,000 and $289,000, 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, operating, repairs and maintenance, taxes and
insurance and interest increased (decreased) approximately ($15,000), $26,000,
$6,000 and $85,000, respectively. Excluding the Sold Assets and Triangle/Oaks
Limited Partnership for depreciation and amortization only, depreciation and
amortization expense remained fairly consistent with an increase of
approximately $10,000 for the three months ended June 25, 2000 as compared to
1999. Triangle/Oaks Limited Partnership is not depreciated during the period
because it is classified as an asset held for sale.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
None
16
<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.
17
<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: July 20, 2000
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes,
President
(principal executive and financial officer)
Date: July 20, 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: July 20, 2000
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes,
Senior Vice President
(principal executive and
financial officer)
Date: July 20, 2000
By: /s/ Glenn F. Hopps
------------------
Glenn F. Hopps,
Treasurer
(principal accounting officer)
