<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 2000
----------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____________ to ____________
Commission file number: 000-21470
---------------------
N'TANDEM TRUST
-----------------------------------------------------
(Exact name of small business issuer as specified in its charter)
California 33-6109499
------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
6160 So. Syracuse Way, Greenwood Village, Colorado 80111
---------------------------------------------------------
(Address of principal executive offices)
(303) 741-3707
---------------------------
(Issuer's telephone number)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 ( )
--- ---
At November 1, 2000, the issuer had 109,308 Common Shares of Beneficial Interest
and 98,073 Preferred Shares of Beneficial Interest outstanding.
Transitional small business disclosure format (check one): Yes [ ] No [X]
<PAGE>
TABLE OF CONTENTS
PART I
------
Page
----
Item 1. Financial Statements 2
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 11
PART II
-------
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURE 16
<PAGE>
PART I
------
Certain matters discussed under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and elsewhere in this Quarterly
Report on Form 10-QSB may constitute forward-looking statements for purposes of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and as such involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of N'Tandem Trust to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements.
1
<PAGE>
Item 1. Financial Statements
-------
N'TANDEM TRUST
--------------
CONSOLIDATED BALANCE SHEET
--------------------------
(unaudited)
<TABLE>
<CAPTION>
September 30,
ASSETS 2000
------ ------------
<S> <C>
Property held for investment, net $ 63,517,200
Investments in joint ventures and limited partnerships 10,636,700
Cash and cash equivalents 609,100
Restricted cash 890,700
Deferred financing costs, net 1,133,200
Other assets 979,900
------------
Total Assets $ 77,766,800
============
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Liabilities:
Mortgage notes payable $ 39,162,800
Line of credit 14,823,600
Note payable to Chateau Communities, Inc. 19,972,400
Accounts payable 54,200
Accrued expenses 1,266,500
Other liabilities 1,801,500
Due to general partners and affiliates 3,411,200
------------
Total Liabilities 80,492,200
------------
Shareholders' Equity:
Preferred shares of beneficial interest, $0.01 par value; unlimited
shares authorized; 98,073 shares issued and outstanding 2,121,700
Common shares of beneficial interest, $0.01 par value; unlimited
shares authorized; 109,308 shares issued and outstanding 2,401,400
Dividends in excess of accumulated earnings (7,248,500)
------------
Total Shareholders' Equity (2,725,400)
------------
Total Liabilities and Shareholders' Equity $ 77,766,800
============
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
N'TANDEM TRUST
--------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended September 30,
-------------------------------------
REVENUES 2000 1999
-------- ----------- -----------
<S> <C> <C>
Rent and utilities $ 2,701,700 $ 1,300,300
Equity in earnings (losses) of joint ventures and limited
partnerships (1,900) 30,900
Interest 9,900 500
Other 52,700 52,200
----------- -----------
2,762,400 1,383,900
----------- -----------
COSTS AND EXPENSES
------------------
Property operating expenses 1,365,500 589,600
Interest 1,685,300 738,100
Depreciation 622,900 371,400
Advisory fee 217,500 103,600
General and administrative:
Related parties - 3,900
Other 37,600 51,000
----------- -----------
3,928,800 1,857,600
----------- -----------
Net loss $(1,166,400) $ (473,700)
----------- -----------
Preferred dividends paid $ (36,800) $ (36,800)
----------- -----------
Net loss attributable to common shares $(1,203,200) $ (510,500)
=========== ===========
Basic and diluted loss per common share $ (11.01) $ (4.67)
=========== ===========
Dividends per common share $ 0.38 $ 0.38
=========== ===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
N'TANDEM TRUST
--------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
---------------------------------------
REVENUES 2000 1999
-------- ----------- -----------
<S> <C> <C>
Rent and utilities $ 6,536,700 $ 2,894,200
Equity in earnings (losses) of joint ventures and
limited partnerships (8,700) 14,200
Interest 17,600 700
Other 164,800 128,800
----------- -----------
6,710,400 3,037,900
----------- -----------
COSTS AND EXPENSES
------------------
Property operating expenses 3,102,200 1,412,500
Interest 4,258,900 1,430,600
Depreciation 1,705,100 750,700
Advisory fee 524,100 209,600
General and administrative:
Related parties - 14,100
Other 106,800 86,000
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9,697,100 3,903,500
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Net loss $(2,986,700) $ (865,600)
----------- -----------
Preferred dividends paid $ (110,400) $ (110,400)
----------- -----------
Net loss attributable to common shares $(3,097,100) $ (976,000)
=========== ===========
Basic and diluted loss per common share $ (28.33) $ (8.93)
=========== ===========
Dividends per common share $ 1.13 $ 1.13
=========== ===========
</TABLE>
See accompanying notes to financial statements.
4
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N'TANDEM TRUST
--------------
CONSOLIDATED STATEMENTS OF STATEMENTS OF CASH FLOWS
---------------------------------------------------
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
--------------------------------------
2000 1999
------------ ----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (2,986,700) $ (865,600)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation 1,705,100 750,700
Equity in (earnings) losses of joint ventures
and limited partnerships 8,700 (14,200)
Joint ventures' cash distributions (contributions) (8,700) 14,200
Amortization of deferred financing costs 164,200 9,700
Changes in operating assets and liabilities:
Increase in other assets (446,700) (477,600)
Increase in accounts payable 42,800 35,200
Increase in accrued expenses 725,800 1,611,500
Increase (decrease) in other liabilities (176,800) 111,600
Increase in due to advisor and affiliates 1,761,000 1,154,800
------------ ----------
Net cash provided by operating activities 788,700 2,330,300
------------ ----------
Cash flows from investing activities:
Acquisition of and additions to property held for investment (17,246,900) (28,131,600)
Increase in escrow accounts (572,000) -
Joint ventures' and limited partnerships' cash distributions 519,000 62,500
Investment in and purchase of joint ventures
and limited partnerships (7,970,800) (4,722,600)
------------ ----------
Net cash used in investing activities (25,270,700) (32,791,700)
------------ ----------
Cash flows from financing activities:
Dividends paid (233,600) (233,300)
Proceeds from mortgages payable 31,300,000 7,632,900
Proceeds from line of credit 17,053,500 -
Repayment of line of credit (17,229,900) -
Principal payments on mortgages payable (2,134,400) -
Loan origination fees (737,000) (66,900)
Repayment of note due to Chateau Communities, Inc. (3,540,200) -
Proceeds from note due to Chateau Communities Inc. - 23,597,700
------------ ----------
Net cash provided by financing activities 24,478,400 30,930,400
------------ ----------
Net increase (decrease) in cash and cash equivalents (3,600) 469,000
Cash and cash equivalents at beginning of period 612,700 26,300
------------ ----------
Cash and cash equivalents at end of period $ 609,100 $ 495,300
============ ==========
Non-cash investing and financing activities:
Assumption of mortgage payable $ 1,200,000 $ -
Increase in property due to acquisition of
joint venture interests 3,124,900 -
Accrual of fees due to advisor 1,233,000 -
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
N'TANDEM TRUST
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1. THE TRUST
---------
N'Tandem Trust, an unincorporated business trust (the "Trust"), was formed in
November 1991 under the laws of the State of California. The Trust was
organized to invest in existing, substantially developed and occupied
manufactured home communities. The sponsor and advisor of the Trust is The
Windsor Corporation, a California corporation (the "Advisor"). In September
1998, Chateau Communities, Inc., a publicly held real estate investment trust
("Chateau"), purchased 100% of the outstanding shares of capital stock of the
Advisor. The Trust was funded through a public offering of common shares of
beneficial interest (the "Common Shares") and preferred shares of beneficial
interest, which commenced in April 1992 and terminated in April 1993. At
September 30, 2000, the Trust's portfolio was comprised of 21 wholly-owned and
eight partially-owned manufactured home communities located in twelve states.
The Trust operates so as to qualify as a real estate investment trust (a "REIT")
under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended
(the "Code"). As a REIT, the Trust is required to distribute at least 95% of
its REIT taxable income.
On October 23, 1998, at the 1998 Annual Meeting of Shareholders, the Trust's
shareholders approved, among other things, (i) the conversion of the Trust from
a finite-life entity to an infinite-life entity; and (ii) the amendment and
restatement of the Trust's Declaration of Trust (the "Amended Declaration") and
the adoption of By-laws for the Trust (collectively, the "Organizational
Amendments"). The principal purposes of the Organizational Amendments were to
convert the Trust from a finite-life to an infinite-life entity and to remove
various restrictions, limitations and other requirements contained in the
Trust's previous Declaration of Trust, which are not typically found in the more
modern organizational documents of leading REITs. The Amended Declaration also
provided for changing the name of the Trust from "Windsor Real Estate Investment
Trust 8" to "N'Tandem Trust. "
As a result of the approval of the Organizational Amendments, the Trust intends
to move forward with certain transactions and to effect certain changes
including the following: (i) the Trust will complete its restructuring as an
"umbrella partnership" REIT in order to facilitate tax-free and/or tax-deferred
acquisitions of additional properties, (ii) the Trust will continue implementing
a growth-oriented business plan (the "Business Plan") intended to cause the
Trust to attain greater size and asset diversity; and (iii) if successful in the
implementation of the Business Plan, the Trust anticipates that it will seek to
list the Common Shares on a national securities exchange or NASDAQ and, if
deemed appropriate, raise additional capital through underwritten public
offerings and private offerings of the Common Shares or other securities of the
Trust.
Additionally, Chateau has announced that the Trust will be a primary vehicle
through which Chateau will make investments in manufactured home communities
that do not fit the core asset type typical of the existing Chateau portfolio,
which is characterized by large, stable, institutional-quality, full amenitized
properties. The Trust will employ higher levels of leverage than Chateau and
will focus primarily on "lower profile assets," meaning properties that (i) are
typically not part of a portfolio of manufactured housing community properties;
(ii) are located in tertiary demographic and geographic markets; (iii) are not
managed by a nationally known manufactured home community operator; (iv) may be
smaller and are likely to have fewer amenities; and (v) have a greater
proportion of single-section homes than the typical Chateau community. The
Trust believes that its affiliation with Chateau will benefit the Trust by
providing it with access to Chateau's national organization, management team and
investment and management philosophies. Through its affiliation with Chateau,
the Trust believes that it will be exposed to a wider range of acquisition
opportunities as a result of Chateau's national organization and knowledge of
the manufactured housing community industry and will benefit from Chateau's
expertise in effectively and
6
<PAGE>
efficiently managing properties. At September 30, 2000, Chateau held 9.8% of the
Trust's outstanding shares.
The Trust believes that significant opportunities exist to acquire additional
properties that fit the investment objectives and guidelines set forth in its
Business Plan. During 1999, the Trust, through its limited partnership
subsidiary, N'Tandem Properties, L.P., acquired six wholly-owned manufactured
home communities and partial ownership interests in six other manufactured home
communities (together, the "1999 Acquired Properties"). In addition, during the
first half of 2000, the Trust, through N'Tandem Properties L.P., acquired, in
separate transactions, (i) five wholly-owned manufactured home communities and
partial ownership interests in nine other manufactured home communities from
Windsor Park Properties 3, A California Limited Partnership ("WPP 3"), and
Windsor Park Properties 6, A California Limited Partnership ("WPP 6"), (ii) the
Heritage Point community located in Montgomery, Alabama and (iii) the Boulder
Park community located in Pharr, Texas. As a result of these acquisitions and
the combination of the Trust's partial ownership interests into wholly-owned
manufactured home communities, the Trust currently owns 21 wholly-owned
manufactured home communities and partial ownership interests in eight other
manufactured home communities.
In addition, the Trust has negotiated to acquire, in separate transactions, the
manufactured home communities and joint venture interests of Windsor Park
Properties 5, A California Limited Partnership ("Windsor 5"), and Windsor Park
Properties 7, A California Limited Partnership ("Windsor 7"). On September 27,
2000, separate consent solicitation statements describing the respective terms
of each of the proposed acquisitions were sent to the limited partners of
Windsor 5 and Windsor 7. The consummation of each of the proposed acquisitions
is subject to the satisfaction of several conditions, including the separate
approval of a majority-in-interest of the respective limited partners of Windsor
5 and Windsor 7. The consummation of each proposed acquisition, however, is not
contingent upon the consummation of the other proposed acquisition. The
purchase price for the assets of each of Windsor 5 and Windsor 7 will be paid by
the Trust in cash. Substantially all of the funds required by the Trust to
complete the proposed acquisitions will be supplied through borrowings from
SunAmerica Life Insurance Company and the Trust's acquisition line of credit
with US Bank N.A.
The Trust anticipates that it will focus on acquisitions where the Trust
believes there is substantial opportunity to improve operational and financial
results or where for some reason, because of poor management or otherwise, a
property is operating substantially below its potential. The Trust anticipates
that the funds required to implement its Business Plan are likely to come from
(i) additional investments from Chateau or unaffiliated third parties, (ii)
traditional mortgage financing or refinancing or (iii) sales of equity and debt
securities. In addition, the Trust will seek to engage in consolidation and
acquisition transactions with other owners of manufactured home communities,
which meet the Trust's property and acquisition criteria, using its equity
securities or limited partner units of N'Tandem Properties, L.P. to facilitate
such transactions.
NOTE 2. BASIS OF PRESENTATION
---------------------
The balance sheet at September 30, 2000 and the related statements of operations
for the three and nine months ended September 30, 2000 and 1999 and the
statements of cash flows for the nine months ended September 30, 2000 and 1999
are unaudited. However, in the opinion of the Advisor, they contain all
adjustments, of a normal recurring nature, necessary for a fair presentation of
such financial statements. Interim results are not necessarily indicative of
results for a full year.
The financial statements and notes are presented as permitted by Form 10-QSB and
do not contain certain information included in the Trust's annual financial
statements and notes on Form 10-KSB for the year ended December 31, 1999.
Certain reclassifications of prior year information have been made to conform to
current year presentation.
7
<PAGE>
NOTE 3. ACQUISITIONS OF PROPERTY
------------------------
On May 31, 2000, the Trust, through its limited partnership subsidiary, N'Tandem
Properties, L.P., acquired, in two separate transactions, four manufactured home
communities and partial ownership interests in four other manufactured home
communities (collectively, the "WPP 3 Properties") from WPP 3, and one
manufactured home community and partial ownership interests in five other
manufactured home communities (collectively, the "WPP 6 Properties" and,
together with the WPP 3 Properties, the "Windsor Acquired Properties") from WPP
6. Both WPP 3 and WPP 6 are affiliates of the Trust.
The WPP 3 Properties consisted of:
. Ponderosa, a 148-site manufactured home community, located in
Indianapolis, Indiana;
. The Pines, a 204-site manufactured home community, located in
Charleston, South Carolina;
. Shady Hills, a 249-site manufactured home community, located in Ladson,
Tennessee;
. Trailmont, a 131-site manufactured home community, located in Nashville,
Tennessee;
. a 40% ownership interest in Big Country Estates, a 253-site manufactured
home community, located in Cheyenne, Wyoming;
. a 29% ownership interest in Apache East, a 123-site manufactured home
community, located in Apache Junction, Arizona;
. a 29% ownership interest in Denali Park Estates, a 162-site manufactured
home community, located in Apache Junction, Arizona; and
. a 25% ownership interest in Harmony Ranch, a 193-site manufactured home
community, located in Thonotosassa, Florida.
The WPP 6 Properties consisted of:
. Chisholm Creek, a 251-site manufactured home community, located in
Wichita, Kansas;
. a 58% ownership interest in Town and Country Estates, a 320-site
manufactured home community, located in Tucson, Arizona;
. a 44% ownership interest in Carefree Village, a 406-site manufactured
home community, located in Tampa, Florida;
. a 41% ownership interest in Rancho Margate, a 245-site manufactured home
community, located in Margate, Florida;
. a 41% ownership interest in Winter Haven, a 238-site manufactured home
community, located in Winter Haven, Florida; and
. a 31% ownership interest in Garden Walk, a 484-site manufactured home
community, located in Palm Beach Gardens, Florida.
The aggregate purchase price for the Windsor Acquired Properties was
approximately $25,989,600, of which $11 million was borrowed from SunAmerica
Life Insurance Company ("SunAmerica") pursuant to mortgage indebtedness on six
of the Trust's properties, a $1.2 million mortgage was assumed, and the
remainder of the purchase price was funded through the Trust's acquisition line
of credit with US Bank N.A. In connection with the acquisition of the Windsor
Acquired Properties, the Trust also assumed debt attributable to the nine
partial ownership interests in the amount of $7,162,000.
On August 31, 2000, the Trust, through its limited partnership subsidiary,
N'Tandem Properties, L.P., acquired, in two separate transactions, Heritage
Point, a manufactured home community containing 265 homesites located in
Montgomery, Alabama, from the Hunter's Walk Corporation, an Alabama corporation,
and Boulder Park, a manufactured home community containing 216 homesites located
in Pharr, Texas, through a merger with Boulder Park LLC, a Texas limited
liability company and related party.
8
<PAGE>
The following unaudited pro forma income statement information has been prepared
as if the Windsor Acquired Properties, Heritage Point and Boulder Park
(collectively, the "2000 Acquired Properties") had been acquired on January 1,
1999. The pro forma income statement is not indicative of the results which
actually would have occurred if these acquisitions had been consummated on
January 1, 1999. The 1999 proforma includes the results of the properties
acquired in 1999 as of the respective acquisition date.
Nine Months Ended September 30,
2000 1999
------------ ------------
Revenues $ 8,416,500 $ 5,706,500
============ ============
Total Expenses $ 12,089,100 $ 7,549,400
============ ============
Net loss attributable to common shares $ (3,672,600) $ (1,842,900)
============ ============
Basic and diluted loss per common share $ (34.61) $ (17.87)
============ ============
NOTE 4. INVESTMENTS IN JOINT VENTURES AND LIMITED PARTNERSHIPS
------------------------------------------------------
The Trust's investments in joint ventures and limited partnerships consist of
interests in eight and seven manufactured home communities at September 30, 2000
and 1999, respectively. The combined condensed results of operations of the
joint venture and limited partnership properties for the nine months ended
September 30, 2000 and 1999 are as follows:
Results of Operations 2000 1999
--------------------- ----------- -----------
Property revenues $ 3,814,500 $ 1,682,600
----------- -----------
Expenses:
Property operating 1,851,100 862,600
Interest 1,019,300 444,600
Depreciation 632,100 367,700
General and Administrative 41,000 17,300
----------- -----------
3,543,500 1,692,200
----------- -----------
Net income (loss) $ 271,000 $ (9,600)
=========== ===========
NOTE 5. BASIC AND DILUTED LOSS PER COMMON SHARE
---------------------------------------
Basic and diluted loss per common share is calculated and based on the weighted
average number of common shares outstanding during the period and loss available
to the holders of common shares. The weighted average number of common shares
outstanding during the three and nine months ended September 30, 2000 and 1999
was 109,308.
9
<PAGE>
NOTE 6. DEBT
----
The following table sets forth certain information regarding the Trust's
outstanding indebtedness at September 30, 2000.
Interest Maturity Principal
Rate Date Balance
------------------------------------
Mortgage notes 8.69% 10/01/2003 $ 6,724,300
8.56% 04/01/2005 20,253,000
8.60% 06/01/2005 10,985,500
8.87% 09/01/2002 1,200,000
Promissory note 8.75% 09/30/2005 686,100 (1)
Line of credit (2) 7.60% 11/01/2001 14,823,600
Unsecured notes to Chateau (3) 10.50% 12/31/2001 19,972,400
-----------
$74,644,900
===========
___________________________
(1) Amount included in Other liabilities in the consolidated balance sheet
(2) Variable interest rate at LIBOR plus 100 bp
(3) Variable interest rate at Prime plus 100 bp
On August 31, 2000, the Trust drew $4.7 million on its line of credit to
purchase the Heritage Point and Boulder Park communities.
NOTE 7. RELATED PARTY TRANSACTIONS
--------------------------
Advisory fee expense represents a fee payable to the Advisor for management of
the Trust's business. The fee is computed based on invested and uninvested asset
levels and is subject to certain subordination provisions. Advisory fee expense
for the three and nine months ended September 30, 2000 was $217,500 and
$524,100, respectively, and $103,600 and $209,600 for the three and nine months
ended September 30, 1999, respectively.
Chateau and/or its predecessor has been providing property management services
to the Trust 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 $127,700 and
$313,500 for the three and nine months ended September 30, 2000, respectively,
and $57,200 and $112,700 for the three and nine months ended September 30, 1999,
respectively. In addition, certain direct expenses are paid by Chateau on
behalf of the Trust and then reimbursed by the Trust. These amounts were
$330,600 and $732,700 for the three and nine months ended September 30, 2000,
respectively, and $140,000 and $328,200 for the three and nine months ended
September 30, 1999, respectively. In conjunction with the acquisition of the
2000 Acquired Properties, the Trust has recorded a $920,000 acquisition fee
payable to Chateau which was capitalized as part of the acquisition price of the
2000 Acquired Properties. In conjunction with the SunAmerica financings, the
Trust has recorded a $313,000 subordination fee payable to Chateau.
For additional information concerning the Trust's relationship and transactions
with Chateau, see Note 1.
10
<PAGE>
Item 2.
-------
Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following discussion should be read in conjunction with the financial
statements and notes thereto included elsewhere in this Form 10-QSB.
Three months ended September 30, 2000 as compared to three months ended
-----------------------------------------------------------------------
September 30, 1999
------------------
Results of Operations
---------------------
The results of operations for the three months ended September 30, 2000 and 1999
are not directly comparable due to the acquisition of the 1999 Acquired
Properties and the 2000 Acquired Properties. The Trust incurred a net loss of
$1,166,400 and $473,700 for the three months ended September 30, 2000 and 1999,
respectively. The net loss per Common Share was $11.01 in 2000 compared to a net
loss of $4.67 in 1999.
As a result of the acquisition of the 1999 Acquired Properties and 2000 Acquired
Properties, all major revenue and expense categories increased in the third
quarter of 2000, specifically rent and utilities revenue, property operating
costs, advisory fee expense, interest expense and depreciation. For the
properties owned during both periods, rent and utilities revenue increased from
$1,294,700 to $1,340,900 (3.6%), primarily due to rental increases. Property
operating expenses increased from $568,200 to $695,300 (22.4%), primarily due to
higher repairs, maintenance and utility expenses, including $20,000 of non-
recurring maintenance expenses at the St. Clement's Crossing community.
Equity in earnings (losses) of joint ventures and limited partnerships, which
represents the Trust's share of the net income (loss) of eight manufactured home
communities held by joint ventures and limited partnerships, decreased from
income of $30,900 in 1999 to a loss of $1,900 in 2000 due to the Trust's
acquisition of additional joint venture and limited partnership interests.
Interest expense increased from $738,100 in 1999 to $1,685,300 in 2000, due to
the acquisition of the 1999 Acquired Properties and 2000 Acquired Properties.
Advisory fee expense represents a fee payable to the Advisor for management of
the Trust's business. The fee is computed based on invested and uninvested asset
levels and is subject to certain subordination provisions. Advisory fee expense
increased from $103,600 in 1999 to $217,500 in 2000, due to the acquisition of
the 1999 Acquired Properties and 2000 Acquired Properties.
General and administrative expenses decreased from $54,900 in 1999 to $37,600 in
2000 due to costs incurred in 1999 to appraise three of the Trust's properties.
Nine months ended September 30, 2000 as compared to nine months ended September
-------------------------------------------------------------------------------
30, 1999
--------
Results of Operations
---------------------
The results of operations for the nine months ended September 30, 2000 and 1999
are not directly comparable due to the acquisition of the 1999 Acquired
Properties and the 2000 Acquired Properties. The Trust incurred a net loss of
$2,986,700 and $865,600 for the nine months ended September 30, 2000 and 1999,
respectively. The net loss per Common Share was $28.33 in 2000 compared to a
net loss of $8.93 in 1999.
11
<PAGE>
As a result of the acquisition of the 1999 Acquired Properties and 2000 Acquired
Properties, all major revenue and expense categories increased in the first nine
months of 2000, specifically rent and utilities revenue, property operating
costs, advisory fee expense, interest expense and depreciation. For the
properties owned during both periods, rent and utilities revenue increased from
$2,369,300 to $2,443,000 (3.1%), primarily due to rental increases. Property
operating expenses increased from $1,133,700 to $1,249,200 (10.2%) primarily due
to higher utility and repairs and maintenance expenses.
Equity in earnings (losses) of joint ventures and limited partnerships, which
represents the Trust's share of the net income (loss) of eight manufactured home
communities held by joint ventures and limited partnerships, decreased from
income of $14,200 in 1999 to a loss of $8,700 in 2000.
Interest expense increased from $1,430,600 in 1999 to $4,258,900 in 2000, due to
the acquisition of the 1999 Acquired Properties and 2000 Acquired Properties and
higher interest rates on floating rate debt.
Advisory fee expense represents a fee payable to the Advisor for management of
the Trust's business. The fee is computed based on invested and uninvested asset
levels and is subject to certain subordination provisions. Advisory fee expense
increased from $209,600 in 1999 to $524,100 in 2000, due to the acquisition of
the 1999 Acquired Properties and 2000 Acquired Properties.
General and administrative expenses increased from $100,100 in 1999 to $106,800
in 2000 due mainly to an increase in professional fees.
Liquidity and Capital Resources
-------------------------------
The Trust's principal sources of liquidity during the nine months ended
September 30, 2000 and 1999 were its cash flow generated from the operation of
its communities, distributions from investments in joint ventures and limited
partnerships and financing activities. Net cash provided by operating activities
was $788,700 and $2,330,300 for the nine months ended September 30, 2000 and
1999, respectively. Net cash used in investing activities was $25,270,700 and
$32,791,700 for the nine months ended September 30, 2000 and 1999, respectively.
Net cash provided by financing activities was $24,478,400 and $30,930,400 for
the nine months ended September 30, 2000 and 1999, respectively. The decrease in
cash used in investing activities and provided by financing activities was due
to the higher acquisition cost of the 1999 Acquired Properties. As of September
30, 2000, the Trust's cash and restricted cash amounted to approximately
$1,499,800. In addition, as of September 30, 2000, the Trust had an unused
capacity under its acquisition line of credit of $5,176,400.
The Trust's primary uses of its capital resources during the same periods were
for cash distributions to shareholders, payment of advisory and management fees,
and debt service. To maintain its qualification as a REIT under the Code, the
Trust is required to distribute to its shareholders at least 95% of its "Real
Estate Investment Trust Taxable Income" as defined in the Code. The Trust
declared a quarterly distribution on its Common Shares of $.375 per share in
each of the first three quarters of 2000 and 1999. In addition, the Trust paid
quarterly distributions on its Preferred Shares of $.375 per share in each of
the first three quarters of 2000 and 1999. Future distributions on the Common
Shares will be determined based on actual results of operations and cash
available for distribution.
The Trust's principal long-term liquidity requirements will be the repayment of
principal on its outstanding mortgage debt and the acquisition of additional
properties in connection with the implementation of its Business Plan. At
September 30, 2000, the Trust's total mortgage debt, including its proportionate
share of joint venture and limited partnership debt, was $42,549,400, consisting
of fixed rate and variable rate debt. In addition, the Trust had $19,972,400 of
unsecured notes payable to Chateau at September 30, 2000. The weighted average
rate of interest on the fixed rate and variable rate debt was 8.61% and 9.34%,
respectively, at September 30, 2000. The Trust and affiliated entities are
jointly and severally liable for the full amounts of the loans obtained jointly.
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On March 31, 2000, the Trust obtained $20.3 million of mortgage financing from
SunAmerica, secured by seven of the Trust's wholly-owned properties. The loans
bear interest at 8.56% and mature March 31, 2005. The net proceeds from the
financing were used to pay down $17.2 million on the Trust's line of credit and
pay off an existing mortgage of $2,050,000.
On May 31, 2000, the Trust obtained $11 million of mortgage financing from
SunAmerica secured by six of the Trust's wholly-owned properties. The loans bear
interest at 8.60% and mature on May 31, 2005. The net proceeds from the
financing were used towards the funding of the acquisition of the 2000 Acquired
Properties. Also on May 31, 2000 in conjunction with the acquisition of the 2000
Acquired Properties, the Trust assumed a $1.2 million mortgage payable and drew
$7.4 million on its line of credit.
On August 31, 2000, the Trust drew $4.7 million in its acquisition line of
credit in conjunction with the Heritage Point and Boulder Park acquisitions.
During 1999, the Trust, through its limited partnership subsidiary, N'Tandem
Properties, L.P., acquired six wholly-owned manufactured home communities and
partial ownership interests in six other manufactured home communities. In
addition, as of September 30, 2000, the Trust, through N'Tandem Properties L.P.,
acquired, in separate transactions, seven wholly-owned manufactured home
communities and partial ownership interests in nine other manufactured home
communities. As a result of these acquisitions and the combination of the
Trust's partial ownership interests into wholly-owned manufactured home
communities, the Trust currently owns 21 wholly-owned manufactured home
communities and partial ownership interests in eight other manufactured home
communities.
The future sources of liquidity for the Trust will be provided from property
operations, cash reserves and distributions from investments in joint ventures
and limited partnerships. The Trust expects to meet its short-term liquidity
requirements, including capital expenditures, administration expenses, advisory
fees, debt service and distributions to shareholders, from cash flow provided
from property operations and distributions from investments in joint ventures
and limited partnerships. The Trust intends to fund the repayment of its
mortgage debt with equity or other debt financings, including public financings.
In addition, future acquisitions of properties will be funded through
investments by Chateau or by other third parties in the Trust or with equity or
other debt financings, including public financings. The availability of such
investments or such financings will influence the Trust's decision to proceed
with, and the pace of, future acquisition activities.
Inflation
---------
All of the leases or terms of tenants' occupancies at the properties allow for
at least annual rental adjustments. In addition, all of the leases are month-to-
month and enable the Trust to seek market rentals upon reletting the sites. Such
leases generally minimize the risk to the Trust of any adverse effect of
inflation.
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Item 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
a) Exhibits and Index of Exhibits
3.1) Amended and Restated Declaration of Trust*
3.2) By-laws of the Company**
10.1) 1998 Equity Compensation Plan***
10.2) Investment Agreement by and between Windsor Real Estate Investment
Trust 8 and Chateau Communities, Inc.****
21) List of Subsidiaries*****
27) Financial Data Schedule
* Filed as Appendix A to the Trust's Proxy Statement for its 1998 Annual
Meeting of Shareholders filed with the Commission on September 17, 1998.
** Filed as Appendix B to the Trust's Proxy Statement for its 1998 Annual
Meeting of Shareholders filed with the Commission on September 17, 1998.
*** Filed as an attachment the Trust's Proxy Statement for its 1998 Annual
Meeting of Shareholders filed with the Commission on September 17, 1998.
**** Filed as Exhibit 7.1 to Schedule 13D (Amendment No. 2) of Chateau
Communities, Inc. filed with the Commission on December 18, 1998.
***** Filed as Exhibit 21 to the Trust's Annual Report on Form 10-KSB/A for the
year ended December 31, 1998.
b) Reports on Form 8-K
On July 27, 2000, the Trust filed a current report on Form 8-K/A amending
the financial statements contained in the current report on Form 8-K
filed on June 12, 2000.
The financial statements filed were as follows:
Balance Sheets of Windsor Park Properties 3, A California Limited
Partnership, as of December 31, 1999 and March 31, 2000 (Unaudited)
Statements of Operations for Windsor Park Properties 3 for the years
ended December 31, 1999 and 1998 and the three months ended March 31,
2000 and 1999 (Unaudited)
Statements of Cash Flows for Windsor Park Properties 3 for the years
ended December 31, 1999 and 1998 and the three months ended March 31,
2000 and 1999 (Unaudited)
Balance Sheets of Windsor Park Properties 6, A California Limited
Partnership, as of December 31, 1999 and March 31, 2000 (Unaudited)
Statements of Operations for Windsor Park Properties 6 for the years
ended December 31, 1999 and 1998 and the three months ended March 31,
2000 and 1999 (Unaudited)
Statements of Cash Flows for Windsor Park Properties 6 for the years
ended December 31, 1999 and 1998 and the three months ended March 31,
2000 and 1999 (Unaudited)
The pro forma financial statements filed were as follows:
Pro Forma Condensed Statements of Operations of the Trust for the
three months ended March 31, 2000 and for the year ended December 31,
1999 (Unaudited).
Pro Forma Condensed Balance Sheet of the Trust as of March 31, 2000
(Unaudited).
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On September 12, 2000, The Trust filed a Current Report on Form 8-K, dated
August 31, 2000, reporting, under Item 2, the acquisition of one manufactured
home community from Hunter's Walk Corporation and the acquisition of one
manufactured home community from Boulder Park LLC.
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SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
N'TANDEM TRUST
By /s/ Gary P. McDaniel
----------------------------------
GARY P. MCDANIEL
Trustee
Date: November 14, 2000
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