<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
--- Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
OR
Transition report pursuant to Section 13 or 15(d) of the Securities
--- Exchange Act of 1934
COMMISSION FILE NUMBER 33-85492
CP LIMITED PARTNERSHIP
(Exact name of Registrant as specified in its charter)
MARYLAND 38-3140664
(State of other jurisdiction (I.R.S. Employer
of incorporated or organization Identification No.)
6430 South Quebec Street, Englewood, CO 80111
------------------------------------------------------------
(Address of principal executive offices, including zip code)
Registrants' telephone number, including area code: (303) 741-3707
Securities registered pursuant to section 12(b) of the Act
and listed on the New York Stock Exchange:
NONE
Securities registered pursuant to Section 12(g) of the Act:
NONE
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, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
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CP LIMITED PARTNERSHIP
FORM 10-Q
INDEX
Page Number
-----------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Statements of Income for the Three Months Ended
March 31, 1997 and March 31, 1996 2
Condensed Consolidated Balance Sheets as of
March 31, 1997 and December 31, 1996 3
Condensed Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 1997 and March 31, 1996 4
Notes to Financial Statements 5 - 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8 - 10
Item 3. Quantitative and Qualitative Disclosures
about Market Risk 10
PART II. OTHER INFORMATION 11
SIGNATURES 12
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
- -----------------------------
CP LIMITED PARTNERSHIP
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(AMOUNTS IN THOUSANDS, EXCEPT PER OP UNIT DATA)
First Quarter
------------------------
1997 1996
------- -------
Revenues:
Rental income $28,881 $16,350
Management fee, interest and other income 495 41
------- -------
Total revenues 29,376 16,391
Expenses:
Property operating and maintenance 8,008 4,163
Real estate taxes 2,129 1,185
Depreciation and amortization 6,677 2,768
Administrative 1,546 911
Interest and related amortization 5,428 3,043
------- -------
Total expenses 23,788 12,070
Net income $ 5,588 $ 4,321
------- -------
------- -------
Net income attributed to:
General partner $ 4,455 $ 1,770
Limited partner 1,133 2,551
------- -------
$ 5,588 $ 4,321
------- -------
------- -------
Net income per OP unit outstanding $ .24 $ .29
------- -------
------- -------
Distribution declared per OP unit outstanding $ .43 $ .405
------- -------
------- -------
Weighted average OP units outstanding 23,480 14,887
------- -------
------- -------
The accompanying notes are an integral
part of the financial statement.
2
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CP LIMITED PARTNERSHIP
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
March 31, December 31,
1997 1996
-------- --------
ASSETS
Rental property:
Land $110,651 $ 33,821
Land and improvements for expansion sites 11,836 1,988
Depreciable property 682,342 264,822
-------- --------
804,829 300,631
Less accumulated depreciation 87,881 81,293
-------- --------
716,948 219,338
Cash and cash equivalents 120 586
Receivables 7,813 5,403
Notes receivable 10,317 90
Prepaid expenses and other assets 9,529 6,649
-------- --------
Total assets $744,727 $232,066
-------- --------
-------- --------
LIABILITIES
Debt $329,694 $168,315
Accounts payable and accrued expenses 27,942 10,285
Tenants' security deposits and rents received in advance 6,899 4,852
Distributions payable 12,007 5,871
-------- --------
Total liabilities 376,542 189,323
PARTNERS' CAPITAL, Unlimited Authorized Units;
2,756,056 and 14,497,270 OP units outstanding at
March 31, 1997 and December 31, 1996, respectively
General partner 331,765 16,191
Limited partners 36,420 26,552
-------- --------
Total partners' capital 368,185 42,743
-------- --------
Total liabilities and partners' capital $744,727 $232,066
-------- --------
-------- --------
The accompanying notes are an integral
part of the financial statements.
3
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CP LIMITED PARTNERSHIP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIODS ENDED MARCH 31, 1997 AND 1996
(DOLLARS IN THOUSANDS)
Three Months Ended
March 31,
------------------------
1997 1996
-------- -------
Cash flows from operating activities:
Net income $ 5,588 $ 4,321
Adjustments to reconcile to net cash
provided by operating activities:
Depreciation 6,677 2,768
Amortization of deferred financing costs 108 105
Decrease (increase) in operating assets (6,555) (472)
Increase (decrease) in operating liabilities 3,663 (1,041)
-------- -------
9,481 5,681
Net cash from operating activities
Cash flow from financing activities:
Net borrowing (payments) on line of credit (4,485) 3,700
Mortgage principal payments (267) (216)
Distributions to OP unit holders (5,871) (5,954)
OP units reacquired and retired (19,851) -
Proceeds from the issuance of OP units 25,477 -
Other financing activities 669 55
-------- -------
Net cash provided by (used in) financing
activities (4,328) (2,415)
Cash flow from investing activities:
Acquisition of rental properties - (3,416)
Additions to rental property (3,303) (611)
Payment of deferred merger costs (2,316) -
-------- -------
Net cash used in investing activities (5,619) (4,027)
Decrease in cash and cash equivalents (466) (761)
Cash and cash equivalents, beginning of period $ 586 $ 944
-------- -------
Cash and cash equivalents, end of period $ 120 $ 183
-------- -------
-------- -------
OP units issued in connection with the acquisition
of rental property $ 98
--------
--------
The accompanying notes are an integral
part of the financial statements.
4
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CP LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION AND FORMATION OF COMPANY:
The accompanying unaudited condensed consolidated financial statements of
CP Limited Partnership (the "Company"), have been prepared in accordance
with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation have been
included, and such adjustments are of a normal recurring nature. The
year-end condensed consolidated balance sheet was derived from audited
consolidated financial statements, but does not include all disclosures
required by generally accepted accounting principles. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's annual report on Form 10-K for the year
ended December 31, 1996.
Chateau Properties, Inc. ("Chateau"), a Real Estate Investment Trust
("REIT"), is the sole general partner of the Company. On November 23,
1993, Chateau completed a public offering of 5,700,000 shares of $.01 par
value common stock (the "Equity Offering"). Simultaneous with the Equity
Offering, Chateau contributed the net proceeds from the Equity Offering and
was admitted as the sole general partner of the Company.
2. MERGER WITH ROC COMMUNITIES, INC.
In February 1997, Chateau completed its merger with ROC Communities, Inc.
(the "Merger"). The Merger and related transactions were accounted for
using the purchase method of accounting in accordance with generally
accepted accounting principles. Accordingly, the assets and liabilities of
ROC were adjusted to fair value for financial accounting purposes and the
results of operations of ROC are included in the results of operations of
the Company beginning February 1, 1997.
In connection with the Merger, the following related transactions occurred:
- The Company repurchased and retired 1,200,000 OP units from Chateau,
in late 1996 and early 1997.
- ROC purchased 350,000 shares of Chateau common stock, which were
retired along with an equivalent number of units at the time of the
Merger.
- The Company issued 1.042 OP units to Chateau to reflect an equivalent
number of shares issued by Chateau for each share of ROC stock
outstanding.
- The Company paid a distribution equal to .0326 OP units per OP unit
outstanding, to reflect an equivalent stock dividend by Chateau.
5
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- Certain limited partners converted 6,170,908 OP Units for common
shares which results in those units being held by Chateau. These
Unitholders waived their right to receive the above distribution with
respect to those OP units exchanged and as a result it was allocated
to Chateau, resulting in an effective distribution to the general
partner of .068 OP units.
- The exchanging limited partners purchased 984,423 additional shares of
common stock from Chateau at $25.88 per share and Chateau purchased
the same number of units from the Company with the proceeds.
In connection with the Merger, Chateau issued common stock valued at
approximately $351 million, including the costs incurred to complete the Merger,
which was allocated as follows:
Rental property $ 501.3
Net working capital 15.8
Debt assumed (166.1)
-------
$ 351.0
-------
-------
Following the Merger, Chateau owns 128 communities with an aggregate 42,986
residential homesites. In addition, it fee manages 6,953 residential homesites
in 34 communities.
The following unaudited pro forma income statement information has been prepared
as if the Merger and related transactions had occurred on January 1, 1996. In
addition, the pro forma information is presented as if the acquisition of 13
properties made in 1996 by Chateau and ROC had occurred on January 1, 1996. The
pro forma income statement information is not necessarily indicative of the
results which actually would have occurred if the Merger had been consummated on
January 1, 1996.
(In thousands, except per share data)
Three Months Ended
March 31,
----------------------
1997 1996
------- -------
Revenues $35,128 $32,610
Expenses:
Property, operating, maintenance and administrative 13,873 12,830
Depreciation and amortization 8,536 8,473
Interest and related amortization 6,701 6,273
------- -------
Total expenses 29,110 27,576
------- -------
Income before minority interest 6,018 5,034
------- -------
Per share $ .22 $ .18
------- -------
------- -------
Weighted average OP Units outstanding 27,896 27,874
------- -------
------- -------
3. COMMON STOCK AND RELATED TRANSACTIONS:
On March 20, 1997, Chateau declared a cash dividend/distribution of $.43
per share/OP unit to shareholders and OP unit holders of record as of March
31, 1997. The dividend/distribution was paid on April 14, 1997 and is
included in accrued dividends and distributions in the accompanying
condensed consolidated balance sheet as of March 31, 1997.
6
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On November 13, 1996, Chateau declared a cash dividend/distribution of
$.405 per share/OP unit to shareholders and OP unit holders of record as of
December 31, 1996. The dividend/distribution was paid on January 15, 1997
and is included in accrued dividends and distributions in the accompanying
condensed consolidated balance sheet as of December 31, 1996.
4. DEBT:
The following table sets forth certain information regarding debt at March
31, 1997.
Weighted
Interest Rate Maturity Date Principal Balance
------------- ------------- -----------------
Fixed Rate Mortgage Debt 7.95% 1998-2011 $116,215
Unsecured Senior Notes 8.16% 2000-2003 145,000
Unsecured Lines of Credit 7.23% 1/99 66,349
Other notes payable various 1997 2,130
--------
$329,694
--------
--------
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis of interim results of operations and
financial condition covers the quarter ended March 31, 1997 and 1996 and should
be read in conjunction with the Condensed Consolidated Financial Statements and
Notes thereto included in this report.
In February 1997, Chateau completed its merger with ROC Communities, Inc.
("ROC") (the "Merger"). The historical results include the results of
operations of ROC for two months. The pro forma discussion cover the quarters
ended March 31, 1997 and 1996 assuming the Merger and related transactions had
occurred on January 1, 1996. This pro forma discussion should be read in
conjunction with note 2 to the financial statements of the Company included
elsewhere herein.
HISTORICAL RESULTS OF OPERATIONS
COMPARISON OF QUARTER ENDED MARCH 31, 1997 TO QUARTER ENDED MARCH 31, 1996
For the quarter ended March 31, 1997, net income was $5,588,000, an increase of
$1,267,000 from the quarter ended March 31, 1996. The increase was due
primarily to the Company's merger with ROC in February 1997, increased net
operating income from communities owned by the Company on April 1, 1996 (the
"Core 1996 Portfolio") and to a lesser extent, the acquisition of two
communities in the second quarter of 1996. The increase in net operating income
from the Company's Core 1996 Portfolio was due to increased occupancy and rental
increases partially offset by general operating expense increases.
Rental revenue in the first quarter 1997 was $29, 376,000, an increase of
$12,985,000 or 79 percent from first quarter 1996. Approximately 90 percent of
the increase was due to the merger. The remaining increase was due to an
approximate 4.2 percent increase in average rents and 1.7 percent in occupancy
of the Company's Core 1996 Portfolio. Management fee, interest and other income
increased approximately $454,000 due to the Merger in 1997 from 1996.
Property operating and maintenance expense for the quarter ended March 31, 1997
increased by $3,845,000 or 92 percent from the same period a year ago.
Approximately 88 percent of the increase was due to the Merger. The remaining
increase was due to increases in the Company's Core 1996 Portfolio.
Real estate taxes for the quarter ended March 31, 1997, increased by $944,000 or
80 percent from the quarter ended March 31, 1996. Approximately 92 percent of
the increase is due to the Merger. The remaining increase is due primarily to
acquisitions and expansions of communities and general increases. Real estate
taxes may increase or decrease due to inflation, expansions and improvements of
communities, as well as changes in taxation in the tax jurisdictions in which
the Company operates.
Administrative expense for the first quarter of 1997 increased due to the
Merger. Administrative expense in 1997 was 5.3 percent of revenues as compared
to 5.6 percent in 1996.
Interest and related amortization costs increased for the first quarter ended
March 31, 1997 by $2,385,000, as compared with the quarter ended March 31, 1996.
The increase is attributable to the indebtedness incurred in connection with the
Merger and to finance the 1996 acquisitions. Interest expense as a percentage
of average debt outstanding decreased to approximately 7.6 percent in 1997 from
approximately 8.7 percent in 1996. The decrease is due primarily to the ROC
debt assumed in the Merger having a lower average interest rate as well as much
of the financing in connection with the Company's Merger and the 1996
acquisitions being done with the Company's lines of credit which have a lower
average interest rate.
8
<PAGE>
Depreciation expense for the quarter ended March 31, 1997, increased $3,909,000
from the same period a year ago. The increase is directly attributable to the
Merger. Depreciation expense as a percentage of average depreciable rental
property in 1997 remained relatively unchanged from 1996.
PRO FORMA RESULTS OF OPERATIONS
PRO FORMA QUARTER ENDED MARCH 31, 1997 COMPARED TO PRO FORMA QUARTER ENDED MARCH
31, 1996
Total revenues increased $2,518,000 or 7.7 percent in 1997 over 1996 due to
increased occupancy and rental increases in communities owned by the Company on
April 1, 1996 as well as the acquisition of four communities in January 1997
with a total of 550 sites.
Property, operating, maintenance and administrative expense increased $1,043,000
or 8.0 percent in 1997 as compared to 1996. This increase is due to the
increased number of occupied sites, the acquisition of four communities in
January 1997, as well as general increases.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $9,481,000 for the quarter ended
March 31, 1997, compared to $5,681,000 for the quarter ended March 31, 1996.
The increase in cash provided by operating activities was due primarily to the
increase in net operating income.
Net cash used in financing activities for the quarter ended March 31, 1997 was
$4,328,000. Use of cash included distributions made to OP Unitholders of
$5,871,000; net payments on the lines of credit of $4,485,000 and the payment of
$19,851,000 to repurchase and retire 750,000 OP units from Chateau in connection
with the Merger. The units were repurchased in February 1997 at an average
price of approximately $26.47 per unit. This use of cash was offset partially
by proceeds of $25,477,000 from the issuance of 984,423 OP units to Chateau at
approximately $25.88 per unit.
Net cash used in investing activities for the quarter ended March 31, 1997 was
$5,619,000. This amount represented joint venture investments, capital
expenditures and construction and development costs. For the quarter ended
March 31, 1997, construction and development costs, including joint ventures,
approximated $688,000, while recurring property capital expenditures, other than
construction and development costs, were approximately $520,000. Recurring
property capital expenditures in 1997 increased due to the merger. Capital
expenditures have historically been financed with funds from operations and it
is the Company's intention that such future expenditures will be financed with
funds from operations.
Future acquisitions of communities and land for development of sites will be
financed through borrowings on the line of credit, the issuance of additional
debt securities, assumption of existing secured or unsecured indebtedness the
issuance of OP units or capital contributions by Chateau. The development of
expansion sites will be financed primarily by cash flow from operations and
borrowings on the line of credit. The Company has two available credit
facilities aggregating $100 million, each of which is unsecured and bears
interest at 150 basis points over LIBOR. As of March 31, 1997, there was $66.3
million outstanding under the lines of credit.
9
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The Company expects to meet its short-term liquidity requirements through cash
flow from operations and, if necessary, borrowings under its line of credit.
The Company anticipates meeting its long-term liquidity requirements from
borrowings under its line of credit, from the issuance of additional debt
securities, capital contributions by Chateau and cash flows from operations.
OTHER
Funds from operations ("FFO") is defined by the National Association of Real
Estate Investment Trusts ("NAREIT") as net income excluding gains (or losses)
from debt restructuring and sales of property plus rental property depreciation
and amortization. Management believes that FFO is an important and widely used
measure of the operating performance of REIT's which provides a relevant basis
for comparison among REITs. FFO (i) does not represent cash flow from
operations as defined by generally accepted accounting principles; (ii) should
not be considered as an alternative to net income as a measure of operating
performance or to cash flows from operating, investing and financing activities;
and (iii) is not an alternative to cash flows as a measure of liquidity. FFO is
calculated as follows:
For the Quarter
ended March 31,
-------------------
1997 1996
------- -------
Net income $ 5,588 $ 4,321
Depreciation of rental property 6,544 2,747
Amortization of other intangibles 77 -
------- -------
Funds from operations $12,209 $ 7,068
------- -------
------- -------
On a pro forma basis, FFO is calculated as follows:
For the Quarter
ended March 31,
-------------------
1997 1996
------- -------
Net income $ 6,018 $ 5,034
Depreciation of rental property 8,347 8,298
Amortization of other intangibles 116 123
------- -------
Funds from operations $14,481 $13,455
------- -------
------- -------
ITEM 3. Quantitative and Qualitative Disclosures
about Market Risk
Not Applicable
10
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Three separate purported class actions have been filed against the Company and
its directors in the Circuit Court of Montgomery County, Maryland alleging
breaches of fiduciary duty for agreeing to the Merger with ROC and refusing to
endorse alternative transactions proposed by Manufactured Home Communities,
Inc. or Sun Communities, Inc. The three class actions are entitled HARBOR
FINANCE PARTNERS v. CHATEAU PROPERTIES, ET AL. (Case No. 157467), NILES v.
CHATEAU PROPERTIES, ET AL. (Case No. 158284) and ZSA ASSET ALLOCATION FUND v.
BOLL, ET AL. (Case No. 158652) and were filed on or about September 12, 1996,
September 27, 1996 and October 4, 1996, respectively.
The Company believes that such litigation (which has been consolidated) is
entirely without merit and intends to vigorously defend such litigation if
pursued.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters for a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
No Reports on Form 8-K were filed.
11
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, and in the capacities
indicated, on this 14th day of May, 1997.
CP LIMITED PARTNERSHIP
By: Chateau Properties, Inc.
By: /s/ Tamara D. Fischer
------------------------------------
Tamara D. Fischer
Executive Vice President
and Chief Financial Officer
(Duly Authorized Officer and Principal
Financial and Accounting Officer)
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF INCOME FOUND ON PAGES
AND OF THE COMPANY'S 10Q FOR THE QUARTER END AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
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<PERIOD-TYPE> 3-MOS
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<PERIOD-START> JAN-01-1997
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0
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