<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): June 30, 1999
-------------
N'TANDEM TRUST
--------------
(Exact Name of Registrant as Specified in Charter)
CALIFORNIA 0-21470 33-610944499
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6160 SOUTH SYRACUSE WAY, GREENWOOD VILLAGE, COLORADO 80111
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (303) 741-3707
--------------
<PAGE>
In its Current Report on Form 8-K, dated July 15, 1999, N'Tandem Trust, a
California business trust (the "Trust"), announced the acquisition of one
manufactured home community and partial ownership interests in six other
manufactured home communities (together, the "Acquired Properties"). Set forth
below are certain financial statements relating to the Acquired Properties and
pro forma financial information for the Trust.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits
------------------------------------------------------------------
(a) Financial Statements:
Balance Sheets of Windsor Park Properties 4, A California Limited
Partnership, as of December 31, 1998 (Audited) and March 31, 1999
(Unaudited)
Statements of Operations for the years ended December 31, 1998
and 1997 (Audited) and the three months ended March 31, 1999 and
1998 (Unaudited)
Statements of Cash Flows for the years ended December 31, 1998
and 1997 (Audited) and the three months ended March 31, 1999 and
1998 (Unaudited)
(b) Pro Forma Financial Information:
Pro Forma Condensed Statements of Operations of the Trust for the
three months ended March 31, 1999 and for the year ended December
31, 1998 (Unaudited).
Pro Forma Condensed Balance Sheet of the Trust as of March 31,
1999 (Unaudited).
(c) Exhibits:
None
2
<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 hereunto duly authorized.
N'TANDEM TRUST
Dated: August 23, 1999 By: /s/ Gary P. McDaniel
--------------------
Gary P. McDaniel
Trustee
3
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of Windsor Park Properties 4, A California Limited Partnership
In our opinion, the accompanying balance sheet and the related statements of
operations, partners' equity and cash flows present fairly, in all material
respects, the financial position of Windsor Park Properties 4, A California
Limited Partnership (the "Partnership") at December 31, 1998, and the results of
its operations and its cash flows for each of the two years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the Partnership's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
As discussed in Note 1, the Partnership's term has expired. Accordingly, it is
the intention of the general partner to sell all of the Partnership's
properties. Following the consummation of such sales, the Partnership will be
liquidated and dissolved, and liquidating distributions will be made to the
Partners in accordance with the terms of the Agreement of Limited Partnership.
PricewaterhouseCoopers LLP
Denver, Colorado
March 19, 1999
4
<PAGE>
WINDSOR PARK PROPERTIES 4
-------------------------
(A California Partnership)
--------------------------
BALANCE SHEET
-------------
<TABLE>
<CAPTION>
ASSETS March 31, 1999 December 31. 1998
- ------ -------------- -----------------
(Unaudited)
<S> <C> <C>
Property held for sale, net $1,673,900 $1,682,900
Investments in joint ventures and
limited partnerships held for sale 3,072,400 3,104,800
Cash and cash equivalents 448,800 535,600
Other assets 21,500 16,600
-------------- -----------------
Total Assets $5,216,600 $5,339,900
============== =================
LIABILITIES AND PARTNERS' EQUITY
- --------------------------------
Liabilities:
Accounts payable $ 800
Accrued expenses $ 79,100 64,000
Tenant deposits and other liabilities 16,200 16,000
Due to general partners and affiliates 26,300 20,600
-------------- -----------------
Total Liabilities 121,600 101,400
============== =================
Commitments and Contingencies (Note 9)
Partners' equity:
Limited partners 5,097,300 5,239,300
General partners (2,300) (800)
-------------- -----------------
5,095,000 5,238,500
-------------- -----------------
Total Liabilities and Partners' Equity $5,216,600 $5,339,900
============== =================
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
WINDSOR PARK PROPERTIES 4
-------------------------
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
<TABLE>
<CAPTION>
For The Year Ended December 31,
---------------------------------------
1998 1997
------------------ ------------
<S> <C> <C>
REVENUES
- --------
Rent and utilities $ 815,500 $ 1,169,500
Equity in earnings of joint ventures
and limited partnerships 110,900 104,900
Interest 24,600 29,200
Gain of sale of property 115,000
Other 17,500 55,900
----------------- -----------------
1,083,500 1,359,500
----------------- -----------------
COSTS AND EXPENSES
- ------------------
Property operating 471,200 809,100
Depreciation 185,900 239,100
Interest 126,000 172,300
General and administrative:
Related parties 29,600 65,400
Other 61,300 34,700
----------------- -----------------
874,000 1,320,600
----------------- -----------------
Income before extraordinary item $ 209,500 $ 38,900
Extraordinary loss from early extinguishment of debt (35,500)
----------------- -----------------
Net Income $ 174,000 $ 38,900
================= =================
Net income - general partners $ 37,900 $ 400
================= =================
Net income - limited partners $ 136,100 $ 38,500
================= =================
Basic and diluted earnings per limited partnership unit:
Income before extraordinary item $ 0.88 $ 0.20
Extraordinary loss from early extinguishment of debt (0.18)
================= =================
Net income - limited partners $ 0.70 $ 0.20
================= =================
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
WINDSOR PARK PROPERTIES 4
-------------------------
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
<TABLE>
<CAPTION>
For the Three Months Ended March 31,
------------------------------------------
1999 1998
----------------- ------------------
(Unaudited)
<S> <C> <C>
REVENUES
- --------
Rent and utilities $ 154,500 $ 296,100
Equity in earnings of joint ventures and limited partnerships 32,000 42,700
Interest 4,100 8,600
Other 2,200 11,000
---------------- -----------------
192,800 358,400
---------------- -----------------
COSTS AND EXPENSES
Property operating 61,600 176,800
Depreciation and amortization 34,000 59,900
Interest 43,100
General and administrative:
Related parties 4,200 10,400
Other 16,600 15,200
---------------- ----------------
116,400 305,400
---------------- ----------------
---------------- ----------------
Net income $ 76,400 $ 53,000
================ ================
---------------- ----------------
Net income - general partners $ 800 $ 500
================ ================
---------------- ----------------
Net income - limited partners $ 75,600 $ 52,500
================ ================
---------------- ----------------
Basic and diluted earnings per limited partnership unit $ 0.39 $ 0.27
================= ================
</TABLE>
See accompanying notes to financial statements
7
<PAGE>
WINDSOR PARK PROPERTIES 4
-------------------------
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
------------------------
<TABLE>
<CAPTION>
--------------------------------------
For The Year Ended December 31,
--------------------------------------
1998 1997
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 174,000 $ 38,900
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 185,900 239,100
Equity in earnings of joint ventures and limited
partnerships (110,900) (104,900)
Joint ventures' and limited partnerships' cash
distributions 110,900 104,900
(Gain) Loss on sale of property held for
investment or sale and other assets (115,000) 500
Extraordinary loss from early extinguishment of debt 35,500
Amortization of deferred financing costs 72,400 12,900
Changes in operating assets and liabilities:
Decrease in other assets 34,000 97,000
Increase (decrease) in accounts payable (23,700) 9,600
Increase (decrease) in accrued expenses 44,600 (12,200)
Decrease in tenant deposits and other liabilities (8,700)
Increase (decrease) in due to general partners and
affiliates (16,800) 37,400
------------- ------------
Net cash provided by operating activities 390,900 414,500
------------- ------------
Cash flows from investing activities:
Joint ventures' and limited partnerships' cash
distributions to partners 390,500 142,400
Increase in property held for sale (91,900) (49,600)
Proceeds from sale of property and other assets 1,548,500
Investments in joint ventures and limited partnerships (34,800) (561,000)
------------- ------------
Net cash provided by (used in) investing activities 1,812,300 (468,200)
------------- ------------
Cash flows from financing activities:
Cash distributions to partners (440,200) (452,500)
Repayments of mortgage note payable (1,775,000)
Repurchase of limited partnership units (13,800) (37,600)
------------- ------------
Net cash used in financing activities (2,229,000) (490,100)
------------- ------------
Net decrease in cash and cash equivalents (25,800) (543,800)
Cash and cash equivalents at beginning of year 561,400 1,105,200
------------- ------------
Cash and cash equivalents at end of year $ 535,600 $ 561,400
============= ============
</TABLE>
See accompanying notes to financial statements.
8
<PAGE>
WINDSOR PARK PROPERTIES 4
-------------------------
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
------------------------
<TABLE>
<CAPTION>
Three Months Ended March 31,
---------------------------------
1999 1998
------------- ------------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 76,400 $ 53,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 34,000 59,900
Equity in earnings of joint ventures and limited
partnerships (32,000) (42,700)
Joint ventures' and limited partnerships cash
distributions 32,000 42,700
Amortization of deferred financing costs 3,300
Changes in operating assets and liabilities:
Increase in other assets (4,900) (40,800)
Decrease in accounts payable (800) (21,100)
Increase (decrease) in due to general 5,700 (900)
partners and affiliates
Increase in accrued expenses 15,100 46,400
Increase in tenant deposits and other
liabilities 200
------------ ------------
Net cash provided by operating activities 125,700 99,800
------------ ------------
Cash flows from investing activities:
Investment in joint venture and limited
partnerships (50)
Joint ventures' and limited partnerships' cash
distributions 32,400 123,050
Increase in property held for investment/sale (25,000)
------------ ------------
Net cash provided by (used in) investing activities 7,400 123,000
------------ ------------
Cash flows from financing activities:
Cash distributions to partners (219,900) (220,200)
------------ ------------
Net cash used in financing activities (219,900) (220,200)
------------ ------------
Net increase (decrease) in cash and cash equivalents (86,800) 2,600
Cash and cash equivalents at beginning of period 535,600 561,400
------------ ------------
Cash and cash equivalents at end of period $ 448,800 $ 564,000
============ ============
</TABLE>
See accompanying notes to financial statements.
9
<PAGE>
WINDSOR PARK PROPERTIES 4
-------------------------
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1. THE PARTNERSHIP AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------
The Partnership
- ---------------
Windsor Park Properties 4, A California Limited Partnership (the "Partnership"),
was formed in June 1986 for the purpose of acquiring and holding existing
manufactured home communities for investment. The general partners of the
Partnership are The Windsor Corporation ("TWC"), a California corporation, and
John A. Coseo, Jr. In September 1997, Chateau Communities, Inc., ("Chateau") a
publicly held real estate investment trust, purchased 100 percent of the shares
of The Windsor Corporation. The Partnership was funded through a public
offering of 200,000 limited partnership units at $100 per unit, which commenced
in September 1986 and terminated in September 1987.
In accordance with the Partnership's Agreement of Limited Partnership, the term
of the Partnership expired on December 31, 1997 and, unless the term of the
Partnership is extended, the General Partners are obligated to take actions to
liquidate and dissolve the Partnership. Accordingly, in the fourth quarter of
1997, the General Partners began to develop a plan to liquidate the Partnership.
The first phase of such plan of liquidation involved the Partnership's marketing
of its Sunrise Village property, a wholly-owned property, and Harmony Ranch
property, a partially-owned property, for sale. As a result, the Partnership
sold the Sunrise Village Property for approximately $1.7 million to a third
party in May 1998. The second phase of such plan of liquidation involved the
sale by the Partnership of its remaining assets not sold to third parties to
N'Tandem Trust, an externally-advised California business trust, ("N'Tandem), in
which Chateau, as of March 31, 1999, held 17% of the outstanding common stock.
Accordingly, the Partnership and N'Tandem have proposed a transaction whereby
the Partnership would sell its single remaining wholly-owned property and its
six partially-owned properties to N' Tandem. The consummation of the proposed
transaction with N'Tandem is subject to the satisfaction of certain conditions,
including the approval of a majority of the Partnership's limited partners. If
the proposed transaction with N'Tandem is consummated, the Partnership will be
liquidated and dissolved and liquidating distributions will be made to limited
partners in accordance with the terms of the Partnership's Agreement of Limited
Partnership.
Property Held For Sale
- ----------------------
During 1998 and 1997, property held for sale was recorded at the lower of cost
or net realizable value and depreciated over various estimated useful lives
(buildings and improvements - 5 to 20 years; fixtures and equipment - 3 to 5
years) using the straight-line method. The Partnership has continued to operate
its property held for sale in the normal course of business and, accordingly,
has continued to record depreciation expense. When assets were sold or
otherwise disposed of, the cost and related accumulated depreciation was removed
from the accounts, and any gain or loss was included in net income. Repairs and
maintenance were charged to operations as incurred.
Investments in Joint Ventures and Limited Partnerships Held For Sale
- --------------------------------------------------------------------
The investments in joint ventures are accounted for utilizing the equity method
of accounting as the properties are subject to joint control requiring approval
or mutual agreement of the investors. The investment in limited partnerships is
also accounted for utilizing the equity method as the limited partners have
significant rights.
10
<PAGE>
Interim Unaudited Financial Information
- ---------------------------------------
The accompanying interim unaudited financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission
and were prepared on the same basis as the annual financial statements for the
year ended December 31, 1998. In the opinion of management, all material
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation of the information for this interim period have been made.
The results of operations for such interim periods are not necessarily
indicative of the actual results for the full year.
Income Taxes
- ------------
Under provisions of the Internal Revenue Code and the California Revenue and
Taxation Code, partnerships are generally not subject to income taxes. The tax
effect of any income or loss accrues to the individual partners.
Basic and Diluted Earnings per Limited Partnership Unit
- -------------------------------------------------------
Basic and diluted earnings per limited partnership unit are calculated based on
the weighted average number of limited partnership units outstanding during the
year and the net income allocated, which is the same as income available, to the
limited partners. Basic and diluted earnings per limited partnership unit are
the same, as the Partnership has no dilutive securities. The weighted average
number of limited partnership units outstanding during the years ended December
31, 1998 and 1997 was 195,429 and 196,334, respectively. The weighted average
number of limited partnership units outstanding for the three months ended March
31, 1999 and 1998 was 195,266 and 195,461 (unaudited), respectively.
Statements of Cash Flows
- ------------------------
For purposes of the statements of cash flows, the Partnership considers all
highly liquid investments purchased with an original maturity of three months or
less to be cash equivalents.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Revenue Recognition
- -------------------
Rental income is recognized when earned and due from residents. The leases
entered into by residents for the rental of a site are generally for terms not
longer than one year and renewable upon the consent of both parties or, in some
instances, as provided by statute.
NOTE 2. PARTNERSHIP AGREEMENT
---------------------
In accordance with the partnership agreement, the maximum liability of the
limited partners is the amount of their capital contributions. The number of
limited partnership units outstanding at December 31, 1998 and 1997 was 195,266
and 195,576, respectively, which represented capital contributions of
$19,526,600 and $19,557,600, respectively. During the years ended December 31,
1998 and 1997, the Partnership repurchased 310 units and 1,519 units,
respectively, for $13,800 and $37,600, respectively, from the limited partners.
The general partners owned 1,030 units at both December 31, 1998 and 1997. The
general partners are entitled to receive from the Partnership various fees and
compensation which are summarized as follows:
11
<PAGE>
Operational Stage
- -----------------
The profits, losses and cash distributions of the Partnership during the
operational stage are allocated 99% to the limited partners and 1% to the
general partners.
The Partnership reimburses TWC for certain direct expenses, and employee,
executive and administrative time incurred on the Partnership's behalf. The
Partnership was charged $29,600 and $74,700 for such costs during the years
ended December 31, 1998 and 1997, respectively. These costs are included in
property operating and general and administrative expenses in the accompanying
statements of operations. As of December 31, 1998, the Partnership owed TWC
$20,600.
Liquidation Stage
- -----------------
The general partners receive 1% of cash distributions from the sale or financing
of Partnership properties. This participation increases to 15% after the
limited partners have received their original invested capital plus a 9%
cumulative, non-compounded, annual return.
The general partners generally receive 1% of profits and losses from the sale of
Partnership properties. However, if applicable, profits on sale will first be
allocated 100% to the general partners to the extent of their negative capital
account.
The general partners received cash distributions of $4,500 for each of the years
ended December 31, 1998 and 1997.
12
<PAGE>
NOTE 3. PROPERTY HELD FOR SALE
----------------------
The property held for sale consists of one manufactured home community
summarized as follows:
Name of Property Date Acquired Location
---------------- ------------- ---------
Sunset Vista April 30, 1987 Magna, Utah
December 31, 1998
-----------------
Land $ 613,700
Buildings and improvements 2,651,400
Fixtures and equipment 52,700
-----------------
3,317,800
Less accumulated depreciation (1,634,900)
-----------------
$ 1,682,900
=================
NOTE 4. INVESTMENTS IN JOINT VENTURES AND LIMITED PARTNERSHIPS HELD FOR SALE
--------------------------------------------------------------------
The Partnership's investments in joint ventures and limited partnerships consist
of interests in six manufactured home communities summarized as follows:
Ownership
Name of Property Percentage Date Acquired Location
- ---------------- ---------- ------------- --------
Big Country Estates 60% December 1, 1986 Cheyenne, Wyoming
Harmony Ranch 75% December 15, 1986 Thonotosassa, Florida
Rancho Margate 33% September 20, 1995 Margate, Florida
Winter Haven 33% October 11, 1995 Winter Haven, Florida
Apache East 25% February 18, 1997 Phoenix, Arizona
Denali Park 25% February 18, 1997 Phoenix, Arizona
The remaining interests in the communities are owned by California limited
partnerships, which have the same General Partner as the Partnership.
13
<PAGE>
The combined condensed financial position and results of operations of the joint
ventures and Limited Partnerships are as follows:
December 31, 1998
Financial Position: -----------------
------------------
Property held for sale, net $ 17,450,800
Cash 94,600
Other assets 339,400
-----------------
Total assets $ 17,884,800
=================
Mortgage notes payable $ 9,429,600
Accounts payable 15,600
Other liabilities 217,800
-----------------
Total liabilities 9,663,000
Partners' equity 8,221,800
-----------------
$ 17,884,800
=================
For The Year Ended December 31,
----------------------------------
1998 1997
------------ ---------------
Results of Operations:
- ----------------------
Property revenues $ 3,483,600 $ 3,231,100
------------ ---------------
Expenses:
Property operating 1,701,500 1,597,600
Interest 890,400 808,800
Depreciation 728,800 669,100
------------ ---------------
3,320,700 3,075,500
------------ ---------------
Net income $ 162,900 $ 155,600
============ ===============
NOTE 5. MORTGAGE NOTE PAYABLE
---------------------
In April 1998, the Partnership used the proceeds from the sale of Sunrise
Village to pay off its existing mortgage of $1,775,000. The loan was
collateralized by the Sunrise Village and Sunset Vista communities. The
Partnership recorded a gain of $115,000 on the sale of Sunrise Village.
14
<PAGE>
NOTE 6. DISTRIBUTIONS TO LIMITED PARTNERS
---------------------------------
Distributions to limited partners in excess of net income allocated to limited
partners are considered a return of capital. A breakdown of cash distributions
to the limited partners for the years ended December 31, 1998 and 1997 follows:
<TABLE>
<CAPTION>
1998 1997
------------------------------ ----------------------------------
Per Per
Amount Unit Amount Unit
------ ---- ------ ----
<S> <C> <C> <C> <C>
Net income
- Limited Partners $ 136,100 $ 0.70 $ 38,500 $ 0.20
Return of capital 299,600 1.53 409,500 2.08
------------ ------------- ------------- -----------
Total distributions $ 435,700 $ 2.23 $ 448,000 $ 2.28
============ ============= ============= ===========
</TABLE>
NOTE 7. FAIR VALUE OF FINANCIAL INSTRUMENTS
-----------------------------------
The carrying amounts of cash equivalents, other assets, accounts payable,
accrued expenses and other liabilities approximate fair value because of the
short maturity of these financial instruments.
NOTE 8. SUPPLEMENTAL CASH FLOW INFORMATION
----------------------------------
<TABLE>
<CAPTION>
Year ended December 31, Three months ended March 31,
---------------------- ----------------------------
1998 1997 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
(Unaudited)
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest (none capitalized) $126,000 $169,682 $ 0 $43,100
========== ========= ========== ========
</TABLE>
NOTE 9. CONTINGENCIES
-------------
The Partnership, as an owner of real estate, is subject to various environmental
laws. Compliance by the Partnership with existing laws has not had a material
effect on the results of operations, financial condition or cash flows of the
Partnership, nor does management believe it will have a material impact in the
future.
The Partnership is jointly and severally liable for $9,429,600 of debt issued by
affiliated entities in which it has a joint venture or limited partnership
investment.
NOTE 10. RELATED PARTY TRANSACTIONS
--------------------------
Chateau and/or its predecessor have been providing property management services
to the Partnership since 1992. For this service, Chateau is paid a property
management fee, which is based on a percentage of actual gross receipts of the
properties. The total management fees paid to Chateau were $41,300 and $58,100
for the years ended December 31, 1998 and 1997, respectively. In addition
certain direct expenses are paid by Chateau on behalf of the Partnership and
then reimbursed by the Partnership. These amounts were $124,100 and $184,300 for
the years ended December 31, 1998 and 1997, respectively.
15
<PAGE>
NOTE 11. EXTRAORDINARY ITEM - EARLY EXTINGUISHMENT OF DEBT
-------------------------------------------------
The extraordinary loss in the accompanying statements of income represent a
prepayment penalty incurred in connection with the early extinguishment of debt.
16
<PAGE>
N' TANDEM TRUST
Pro Forma Condensed Statements of Operations
For the three months ended March 31, 1999 and the year ended December 31, 1998
The following unaudited pro forma condensed statements of operations have been
presented as if the acquisitions of the Windsor Park Properties 4 assets and
liabilities and the related financing had been completed as of January 1, 1998.
The unaudited pro forma condensed statements of operations and related notes
should be read in conjunction with N' Tandem Trust's ("N'Tandem" or the "Trust")
audited financial statements that are included in the Trust's Annual Report on
Form 10-KSB as filed with the Securities and Exchange Commission (the
"Commission"). The unaudited pro forma condensed statements of operations are
not necessarily indicative of what actual results of operations of the Trust
would have been had the acquisitions occurred on January 1, 1998 nor does it
represent the results of operations of the Trust for future periods.
17
<PAGE>
N'TANDEM TRUST
Pro Forma Condensed Statement of Operations
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended March 31,1999
----------------------------------------
N'Tandem WPP4 Pro Forma N'Tandem
Historical Historical Adjustments Pro Forma
------------ ------------ ------------- -----------
(Note 1) (Note 1) (Note 2)
<S> <C> <C> <C> <C>
Revenues:
Rent and utilities $ 734,600 $ $154,500 $ 889,100
Equity losses on joint ventures
and limited partnerships (8,300) 32,000 23,700
Interest 100 4,100 4,200
Other 38,200 2,200 40,400
------------ ------------ ------------- -----------
764,600 192,800 957,400
------------ ------------ ------------- -----------
Expenses:
Property operating 396,900 61,600 458,500
Interest 301,500 184,500 a 486,000
Depreciation 159,200 34,000 30,300 b 223,500
Advisory fee 49,100 29,700 c 78,800
General and administrative:
Related parties 7,900 4,200 12,100
Other 13,100 16,600 29,700
------------ ------------ ------------- -----------
927,700 116,400 244,500 1,288,600
------------ ------------ ------------- -----------
Net income (loss) $ (163,100) $ 76,400 $ (244,500) $ (331,200)
============ ============ ============= ===========
Preferred dividends paid (36,800) (36,800)
============ ============ ============= ===========
Net income (loss) attributable to
common shares $ (199,900) $ 76,400 $ (244,500) $ (368,000)
============ ============ ============= ===========
Basic and diluted loss per common
share $ (1.83) $ (3.37)
============ ===========
============ ===========
Dividends per common share $ 0.38 $ 0.38
============ ===========
</TABLE>
The accompanying notes are an integral part of the pro forma condensed financial
statements.
18
<PAGE>
N'TANDEM TRUST
Pro Forma Condensed Statement of Operations
(Unaudited)
<TABLE>
<CAPTION>
For the Year Ended December 31, 1998
-------------------------------------
N'Tandem WPP4 Pro Forma N'Tandem
Historical Historical Adjustments Pro Forma
------------ ------------ ------------- ------------
(Note 1) (Note 1) (Note 2) (Note 3)
<S> <C> <C> <C> <C>
Revenues:
Rent and utilities $ 1,703,300 $ 815,500 $ (199,500) d $ 2,319,300
Equity losses on joint ventures and
limited partnerships (27,800) 110,900 83,100
Interest 1,500 24,600 26,100
Gain on sale of property 115,000 (115,000) d
Other 22,900 17,500 (10,000) d 30,400
------------ ------------ ------------- ------------
1,699,900 1,083,500 (324,500) 2,458,900
------------ ------------ ------------- ------------
Expenses:
Property operating 822,700 471,200 (190,400) d 1,103,500
Interest 652,000 126,000 612,000 a 1,390,000
Depreciation 349,300 185,900 71,200 b 606,400
Advisory Fee 147,100 118,700 c 265,800
General and administrative:
Related parties 28,800 29,600 58,400
Other 64,000 61,300 125,300
------------ ------------ ------------- ------------
2,063,900 874,000 611,500 3,549,400
------------ ------------ ------------- ------------
Net income (loss) $ (364,000) $ 209,500 $ (936,000) $ (1,090,500)
============ ============ ============= ============
Preferred dividends paid (147,100) (147,100)
============ ============ ============= ============
Net income (loss) attributable to
common shares $ (511,100) $ 209,500 $ (936,000) $ (1,237,600)
============ ============ ============= ============
Basic and diluted loss per common
share $ (4.88) $ (11.83)
============ ============
Dividends per common share $ 1.50 $ 1.50
============ ============
</TABLE>
The accompanying notes are an integral part of the pro forma condensed financial
statements.
19
<PAGE>
N' TANDEM TRUST
Pro Forma Condensed Balance Sheet
As of March 31, 1999
The following unaudited pro forma condensed balance sheet has been presented as
if the acquisition of the Windsor Park Properties 4 assets and liabilities and
the related financing had been completed on March 31, 1999. The unaudited pro
forma condensed balance sheet should be read in conjunction with the Trust's
Annual Report on Form 10-KSB as filed with the Securities and Exchange
Commission. The unaudited pro forma condensed balance sheet is not necessarily
indicative of what the actual financial position of the Trust would have been
had the acquisitions occurred on March 31, 1999 nor does it represent the future
financial position of the Trust.
20
<PAGE>
N'Tandem Trust
Pro Forma Condensed Balance Sheet
(Unaudited)
<TABLE>
<CAPTION>
As of March 31,1999
-------------------
N'Tandem WPP4 Pro Forma N'Tandem
Historical Historical Adjustments Pro Forma
------------ ------------ --------------- ------------
(Note 1) (Note 1) (Note 3)
<S> <C> <C> <C> <C>
ASSETS
- ------
Property held for investment net $ 16,347,100 $ 3,914,000 a $ 20,261,100
Property held for sale, net $ 1,673,900 (1,673,900) b
Investments in joint ventures
and limited partnerships 795,900 3,072,400 (3,072,400) b 5,717,100
4,921,200 a
Cash and cash equivalents 151,600 448,800 (448,800) b 151,600
Deferred financing costs, net 39,100 39,100
Other assets 473,400 21,500 (21,500) b 473,400
------------ ------------ --------------- ------------
Total assets $ 17,807,100 $ 5,216,600 $ 3,618,600 $ 26,642,300
============ ============ =============== ============
LIABILITIES AND EQUITY
- ----------------------
Liabilities:
Mortgage notes payable $ 2,050,000 $ 2,050,000
Note payable to affiliate 10,651,500 $ 8,433,800 a 19,085,300
Accrued expenses 888,100 $ 79,100 (79,100) b 917,100
29,000 a
Tenant deposits and other
liabilities 1,020,400 16,200 1,036,600
Due to general partner and 356,200 a
affiliates 824,600 26,300 (26,300) b 1,180,800
------------ ------------ --------------- ------------
Total liabilities $ 15,434,600 $ 121,600 $ 8,713,600 $ 24,269,800
------------ ------------ --------------- ------------
Shareholders Equity:
Preferred shares of beneficial
interests, $0.01 par value;
500,000,000 shares authorized;
98,073 shares issued and
outstanding $ 2,121,700 $ 2,121,700
Common shares of beneficial
interest, $0.01 par value;
100,000,000 shares authorized;
109,308 shares issued and
outstanding 2,401,400 2,401,400
Dividends in excess of
accumulated earnings (2,150,600) (2,150,600)
Partners Equity:
Limited Partners $ 5,097,300 $ (5,097,300) b
General Partners (2,300) 2,300 b
============ ============ =============== ============
Total Equity 2,372,500 5,095,000 (5,095,000) 2,372,500
------------ ------------ --------------- ------------
============ ============ =============== ============
Total Liability and Equity $ 17,807,100 $ 5,216,600 $ 3,618,600 $ 26,642,300
============ ============ =============== ============
</TABLE>
The accompanying notes are an integral part of the pro forma condensed financial
statements.
21
<PAGE>
N'TANDEM TRUST
NOTES TO CONDENSED PRO FORMA FINANCIAL STATEMENTS
1. HISTORICAL FINANCIAL STATEMENTS
The historical financial statements, which are included in the Trust's and
Windsor Park Properties 4 Quarterly Reports on Form 10-QSB and Annual
Reports on Form 10-KSB as filed with the Commission, include the accounts
of the Trust and Windsor Park Properties 4 as of and for the three months
ended March 31, 1999 and the year ended December 31, 1998, respectively.
2. PRO FORMA ADJUSTMENTS - STATEMENTS OF OPERATIONS
The pro forma adjustments for the pro forma condensed statements of
operations are as follows:
<TABLE>
<CAPTION>
Three Months
Ended Year Ended
March 31, 1999 December 31, 1998
------------------- ----------------------
<S> <C> <C>
a To adjust interest on $8,433,800 of indebtedness
payable to Chateau Communities, Inc., incurred
at a weighted average rate of 8.75% for the period
beginning January 1, 1998 $ 184,500 $ 612,000
b To adjust depreciation of acquired properties
based on an average 20 year life $ 30,300 $ 71,200
c An advisory fee representing 1% of the gross
purchase price of $11,871,750 payable to the
Trust's advisor pursuant to the N'Tandem
advisory agreement $ 29,700 $ 118,700
d Exclusion of operations of a community that was $ (199,500)
sold by Windsor Park Properties 4 in April, 1998 (115,000)
(10,000)
(190,400)
</TABLE>
3. PRO FORMA ADJUSTMENTS - BALANCE SHEET
a. Reflects the acquisition of one manufactured home community and
partial ownership interests in six other manufactured home communities
(together, the "Acquired Properties). The aggregate purchase price was
$8,509,850, of which $8,433,800 was borrowed from Chateau Communities
Inc. The Trust also assumed debt attributable to the six partial
ownership interests in the amount of $3,361,900.
b. Reflects the sale by Windsor Park Properties 4 of the Acquired
Properties.
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