<PAGE>
UNITED STATES
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, 2000
--------------
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 or other jurisdiction (IRS Employer
of incorporation or organization) (Identification No.)
6160 South Syracuse Way, Greenwood Village, CO 80111
(Address of principal executive offices, including zip code)
(303) 741-3707
(Registrant's telephone number, including area code)
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
--- ---
<PAGE>
CP LIMITED PARTNERSHIP
FORM 10-Q
INDEX
Page Number
-----------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Condensed Consolidated Statements of Income for the Three
Months Ended March 31, 2000 and 1999 1
Condensed Consolidated Balance Sheets as of March 31, 2000
and December 31, 1999 2
Condensed Consolidated Statements of Cash Flows
for the Three Months Ended March 31, 2000 and 1999 3
Notes to Condensed Consolidated Financial Statements 4-6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-10
Item 3. Quantitative and Qualitative Disclosures about Market Risk 11
PART II. OTHER INFORMATION 12-18
SIGNATURES 19
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CP LIMITED PARTNERSHIP
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(IN THOUSANDS, EXCEPT PER OP UNIT DATA)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------
2000 1999
--------- --------
<S> <C> <C>
Revenues:
Rental income $ 46,205 $ 44,170
Management fee, interest and other income 2,644 1,438
--------- --------
48,849 45,608
Expenses:
Property operating and maintenance 12,361 12,092
Real estate taxes 3,334 3,206
Depreciation and amortization 10,805 10,323
Administrative 2,561 2,072
Interest and related amortization 8,481 7,962
--------- --------
37,542 35,655
--------- --------
Income before loss on sale of property 11,307 9,953
Loss on sale of property - (336)
--------- --------
Net Income 11,307 9,617
Less distribution to Preferred OP Unitholders 1,523 1,523
--------- --------
Net income attributable to common
OP Unitholders $ 9,784 $ 8,094
--------- --------
Net income attributable to common OP Unitholders:
General Partner $ 8,659 $ 7,184
Limited Partners 1,125 910
--------- --------
$ 9,784 $ 8,094
--------- --------
Per OP Unit information:
Basic earnings per OP Unit $ .30 $ .26
========= ========
Diluted earnings per OP Unit $ .30 $ .26
========= ========
Distribution declared per common
OP Units outstanding $ .515 $ .485
========= ========
Weighted average common
OP Units outstanding - basic 32,199 31,502
========= ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
1
<PAGE>
CP LIMITED PARTNERSHIP
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 2000 1999
---------- ------------
<S> <C> <C>
Rental property:
Land $ 138,467 $ 135,811
Land and improvements for expansion sites 25,419 23,320
Depreciable property 899,426 896,319
---------- ------------
1,063,312 1,055,450
Less accumulated depreciation 202,821 192,015
---------- ------------
Net rental property 860,491 863,435
Cash and cash equivalents 126 348
Rents, notes and other receivables 14,759 11,742
Investment in and advances to affiliates 100,366 97,761
Prepaid expenses and other assets 11,811 8,387
---------- ------------
Total assets $ 987,553 $ 981,673
---------- ------------
LIABILITIES
Debt $ 471,091 $ 452,556
Accrued interest payable 6,612 5,284
Accounts payable and accrued expenses 14,094 17,688
Rents received in advance and security deposits 9,286 7,044
Distributions payable 17,545 16,139
---------- ------------
Total liabilities 518,628 498,711
PARTNERS' CAPITAL,
Unlimited authorized units; 32,111,910 and 32,130,598
Common OP units outstanding at March 31, 2000 and
December 31, 1999, respectively; 1,500,000 Preferred
OP Units outstanding at March 31, 2000 and December
31, 1999, respectively
General partner 349,084 361,820
Limited partners 46,884 48,185
Preferred OP Units, Series A 72,957 72,957
---------- ------------
Total partners' capital 468,925 482,962
---------- ------------
Total liabilities and partners' capital $ 987,553 $ 981,673
========== ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE>
CP LIMITED PARTNERSHIP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------
2000 1999
-------- --------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 11,307 $ 9,617
Adjustments to reconcile net income to net cash
provided by operating activities:
Loss on sale of property - 336
Depreciation and amortization 10,805 10,323
Amortization of debt issuance costs 149 226
Increase in operating assets (1,455) (2,838)
(Decrease) increase in operating liabilities (25) 1,969
-------- --------
Net cash provided by operating activities 20,781 19,633
Cash flows from financing activities:
Borrowings on the line of credit 35,317 9,711
Payments on the line credit (71,114) (1,000)
Payoff of mortgages and other debt (75,000) (7,789)
Mortgage principal payments (441) (386)
Distributions to OP Unitholders (16,657) (15,839)
OP Units reacquired and retired (10,805) -
Proceeds from the issuance of debt 130,000 -
Payment of debt issuance costs (1,200) -
Other financing activities 729 481
-------- --------
Net cash used in financing activities (9,171) (14,822)
Cash flows from investing activities:
Acquisition of rental properties (1,893) (761)
Additions to rental property (5,934) (2,408)
Disposition of rental property - 2,983
Other investing activities (1,400) -
Investment in and advances to joint ventures/affiliates (2,605) (4,757)
-------- --------
Net cash used in investing activities (11,832) (4,943)
-------- --------
Decrease in cash and cash equivalents (222) (132)
Cash and cash equivalents, beginning of period 348 450
-------- --------
Cash and cash equivalents, end of period $ 126 $ 318
======== ========
Supplemental cash flow information:
Fair Market Value of OP Units issued in connection
with acquisitions/development $ 261 $ 686
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
CP LIMITED PARTNERSHIP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation:
----------------------
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. Certain reclassifications of prior year
data have been made to conform with current year presentation. 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, 1999.
Chateau Communities, Inc. ("Chateau"), a Real Estate Investment Trust
("REIT") is the sole general partner of the Company.
2. Rental Property
---------------
On February 1, 2000, the Company purchased a manufactured home community
located in Pelham, Alabama with 115 homesites for a purchase price of
approximately $1.7 million.
3. Equity Transactions:
--------------------
On February 29, 2000, Chateau announced the establishment of a share
repurchase program pursuant to which it may repurchase up to 1,000,000
shares of common stock from time to time. During the first quarter, Chateau
repurchased 432,200 shares for approximately $10.8 million and the Company
repurchased a like number of OP Units from Chateau.
On February 24, 2000, the Company declared a cash distribution of $.515 per
OP Unit to OP Unitholders of record as of March 31, 2000. The distribution
was paid on April 14, 2000, and is included in distributions payable in the
accompanying condensed consolidated balance sheet as of March 31, 2000.
On December 3, 1999, the Company declared a cash distribution of $.485 per
OP Unit to OP Unitholders of record as of December 27, 1999. The
distribution was paid on January 17, 2000, and is included in distributions
payable in the accompanying condensed consolidated balance sheet as of
December 31, 1999.
4
<PAGE>
CP LIMITED PARTNERSHIP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
__________
3. Equity Transactions Continued:
------------------------------
<TABLE>
<CAPTION>
(In thousands, except per OP Unit data) For the three months ended
March 31,
-------------------------------
2000 1999
------- -------
<S> <C> <C>
Basic EPS:
Income $ 9,784 $ 8,094
======= =======
Weighted average common OP Units - basic 32,199 31,502
======= =======
Per OP Unit - basic $ 0.30 $ .26
======= =======
Diluted EPS:
Income $ 9,784 $ 8,094
======= =======
Weighted average common OP Units outstanding 32,199 31,502
Dilutive Chateau stock options 69 186
------- -------
Weighted average common OP
Units - assuming dilution 32,268 31,688
======= =======
Per OP Unit - assuming dilution $ 0.30 $ 0.26
======= =======
</TABLE>
(1) Represents net income less the income allocated to the Preferred OP Units.
5
<PAGE>
CP LIMITED PARTNERSHIP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
4. Financing:
----------
The following table sets forth certain information regarding debt of the
Company at March 31, 2000.
<TABLE>
<CAPTION>
Weighted Average
Dollars in thousands: Interest Rate Maturity Date Principal Balance
---------------- ------------- -----------------
<S> <C> <C> <C>
Fixed Rate Mortgage Debt 7.62 % 2000-2011 $105,538
Unsecured Senior Notes 7.41 % 2003-2005 270,000
Unsecured Short-term Note 7.35 % 2000 30,000
Unsecured Lines of Credit 6.95 % - 61,520
Other notes payable - - 4,033
--------
$471,091
========
</TABLE>
On February 25, 2000, the Company issued $100 million of 8.5% Unsecured
Senior Notes due March 1, 2005. The Company received net proceeds of nearly
$99 million, which were used to repay $75 million of 8.75% Unsecured Senior
Notes which matured March 2, 2000. The remaining $24 million was used to
repay a portion of the borrowings on its line of credit.
On February 17, 2000, the Company unwound an interest rate hedge that was
scheduled to mature April 1, 2000. The Company received approximately $1.5
million, which will lower the effective yield on the above 8.5% unsecured
notes by 30 basis points.
The Company, in February, also entered into a $30 million unsecured short-
term note that matures in August of 2000.
6
<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 consolidated
financial statements and Notes thereto included elsewhere in this Quarterly
Report. Certain statements in this discussion constitute "forward-looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended. Such forward-looking statements may involve the Company's
plans, objectives and expectations, which are dependent upon a number of
factors, including site expansions, acquisitions, development and other new
business initiatives that are subject to a number of contingency factors such as
the effects of national and local economic conditions, changes in interest
rates, supply and demand for affordable housing and the condition of the capital
markets that may prevent the Company from achieving its objectives.
Results of Operations
The following table summarizes certain information relative to the Company's
properties as of and for the three months ended March 31, 2000 and 1999. The
Company considers all communities owned by the Company at the beginning of the
period as the "Core Portfolio."
<TABLE>
<CAPTION>
Core Portfolio Total
--------------------------- -------------------------
2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Dollars in thousands, except per site
As of March 31,
Number of communities 163 163 165 164
Total manufactured homesites 51,135 50,781 51,862 51,076
Occupied sites 46,724 46,846 47,367 47,110
Occupancy % 91.4% 92.3% 91.3% 92.2%
For the three months ended March 31,
Rental income $45,796 $43,854 $46,205 $44,170
Property operating expenses $15,530 $15,166 $15,695 $15,298
Net operating income $30,266 $28,688 $30,510 $28,872
Weighted average monthly rent per $ 313 $ 299 $ 311 $ 299
site
</TABLE>
Comparison of three months ended March 31, 2000 to three months ended March 31,
1999
For the three months ended March 31, 2000, net income was $11,307,000, an
increase of $1,690,000 from the three months ended March 31, 1999. The increase
was due primarily to increased net operating income from the Core Portfolio.
The increase in net operating income in the Company's Core Portfolio is
primarily due to rental increases partially offset by general operating expense
increases.
7
<PAGE>
Rental revenue for the three months ended March 31, 2000 was $46,205,000, an
increase of $2,035,000 from the three months ended March 31, 1999. The increase
is primarily due to rental increases in the Company's Core Portfolio.
Weighted average occupancy for the three months ended March 31, 2000 was 47,391
sites compared with 47,055 sites for the same period in 1999. The occupancy rate
was 91.3 percent on 51,862 sites as of March 31, 2000, compared to 92.2 percent
on 51,076 sites as of March 31, 1999. The occupancy rate on the stabilized
portfolio was 93.1 percent as of March 31, 2000. The stabilized portfolio
includes communities where the Company does not have, or has not recently had,
an expansion of the community. On a per site basis, weighted average monthly
rental revenue for the three months ended March 31, 2000 was $311 compared with
$299 in the same period of 1999. For the Company's Core Portfolio, on a per site
basis, weighted average monthly rental revenue for the three months ended March
31, 2000 was $313 compared with $299 for the same period in 1999, an increase of
4.4 percent.
Management fee, interest and other income primarily includes management and
transaction fee income for the management of 44 manufactured home communities,
equity earnings from the Company's sales subsidiary and interest income on notes
receivable and advances to joint ventures/affiliates. The increase of
$1,206,000 in the three months ended March 31, 2000 from the same period in 1999
is due primarily to increased interest income from Company funded development
projects and increased management and transaction fee income.
Property operating and maintenance expense for the three months ended March 31,
2000 increased by $269,000 or 2.2 percent from the same period a year ago. The
majority of the increase was due to increases in the Company's Core Portfolio.
Administrative expense for the three months ended March 31, 2000 increased by
$489,000 from the same period a year ago. Administrative expense in the first
quarter of 2000 was 5.2 percent of revenues as compared to 4.5 percent in 1999.
Depreciation and amortization expense for the three months ended March 31, 2000
increased $482,000 from the same period a year ago. Depreciation expense as a
percentage of average depreciable rental property in the first quarter of 2000
remained relatively unchanged from 1999.
Liquidity and Capital Resources
Net cash provided by operating activities was $20,781,000 for the three months
ended March 31, 2000, compared with $19,633,000 for the three months ended March
31, 1999. 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 three months ended March 31, 2000
was $9,171,000. This was due primarily to $16,657,000 in distributions paid to
OP Unitholders in the first quarter of 2000, the repurchasing of OP Units for
$10,805,000, the payoff of $75 million of Unsecured Senior Notes and net
borrowings of $35,797,000 on the Company's lines of credit. These uses were
offset partially by the issuance of $100 million of Unsecured Senior Notes and a
$30 million short-term note.
On February 25, 2000, the Company issued $100 million of 8.5% Unsecured Senior
Notes due March 1, 2005. The Company received net proceeds of nearly $99
million, which were used to repay $75 million of 8.75% Unsecured Senior Notes
which matured March 2, 2000. The remaining $24 million was used to repay a
portion of the borrowings on its line of credit.
On February 29, 2000, Chateau announced the establishment of a share repurchase
program pursuant to which it may repurchase up to 1,000,000 shares of common
stock from time to time. During the first quarter, Chateau repurchased 432,200
shares for approximately $10.8 million, and the Company repurchased a like
number of OP Units from Chateau.
8
<PAGE>
Net cash used in investing activities for the three months ended March 31, 2000
was $11,832,000. This amount represented joint venture advances, capital
expenditures and construction and development costs. For the three months ended
March 31, 2000, acquisition costs were $1.9 million, including the acquisition
of one manufactured home community with 115 homesites for a purchase price of
approximately $1.7 million. Construction and development costs were
approximately $3.9 million, recurring property capital expenditures were
approximately $1.1 million, and advances to joint ventures and affiliates,
including construction costs were $2.6 million. Capital expenditures have
historically been financed with cash from operations and it is the Company's
intention that such future expenditures will be financed with cash from
operations.
The Company has available a line of credit with Bank One, N.A., acting as lead
agent, for $100 million (the "Bank One Credit Facility"). The interest rate on
the Bank One Credit Facility is LIBOR plus 80 basis points. In addition, the
Company has a $7.5 million revolving line of credit from US Bank which bears
interest at a rate of LIBOR plus 125 basis points (the "USB Facility" and,
together with the Bank One Credit Facility, the "Credit Facilities"). As of
March 31, 2000, approximately $62 million was outstanding under the Credit
Facilities and the Company had available $45 million in additional borrowing
capacity.
As of March 31, 2000, the Company had outstanding, in addition to the Credit
Facilities, $270 million of other unsecured senior debt with a weighted average
interest rate and maturity of 7.4 percent and 4.5 years, respectively, and $106
million of secured mortgage debt with a weighted average interest rate and
maturity of 7.6 percent and 1.5 years, respectively, and an unsecured short-term
note of $30 million, with an interest rate of 7.35 percent, and maturity in
August 2000. For the Company's total fixed rate debt, the weighted average
interest rate and maturity was 7.5 percent and 3.7 years, respectively.
The Company has another $86 million of debt maturing in 2000, which it expects
to repay with the proceeds from the issuance of secured or unsecured debt
depending on the current market conditions.
In addition to repayment of long-term borrowings and amounts outstanding under
the Credit Facilities, future acquisitions of communities and land for
development and community development activities represent the principal long-
term liquidity needs of the Company. The Company does not expect to generate
sufficient cash from operations to finance these long-term liquidity needs and
instead intends to meet its long-term liquidity requirements through additional
borrowing under the Credit Facilities or other lines of credit, the assumption
of existing secured or unsecured indebtedness, and depending on market
conditions and capital availability factors, the issuance of additional equity
or debt securities.
The Company expects to meet its short-term liquidity requirements, including
distributions, expansion activities and capital expenditure requirements,
through cash flow from operations and, if necessary, borrowings under the Credit
Facilities and other lines of credit.
9
<PAGE>
Other
Funds from operations ("FFO") is defined by the National Association of Real
Estate Investment Trusts ("NAREIT") as consolidated net income of the Company
without giving effect to gains (or losses) from debt restructuring and sales of
property, and rental property depreciation and amortization. Management
believes that FFO is an important and widely used measure of the operating
performance of REITs 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
----------------
2000 1999
------- -------
Net Income $11,307 $ 9,617
Plus:
Depreciation and amortization 10,805 10,323
Loss on sale of property - 336
Less:
Depreciation expense on corporate assets 91 65
Distribution on Preferred OP Units 1,523 1,523
------- -------
FFO $20,498 $18,688
======= =======
10
<PAGE>
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The following table sets forth certain information relating to the secured and
unsecured indebtedness of the Company outstanding as of March 31, 2000.
<TABLE>
<CAPTION>
Weighted
Average
Amount of Percent of Interest Maturity
Indebtedness Total Debt Rate Date
--------------- ------------ ---------- ----------
<S> <C> <C> <C> <C>
(dollars in thousands)
Mortgage Debt:
Del Tura $ 31,268 6.7% 8.40% 2000
Other (8 properties) 19,536 4.2% 7.68% 2002-2011
Pacific Life (36 properties) 54,734 11.7% 7.16% 2000
-------- ---- ----
Total Mortgage 105,538 22.6% 7.62%
Unsecured Debt:
Unsecured Senior Notes 70,000 15.0% 7.52% 2003
Unsecured Senior Notes 100,000 21.4% 6.44% 2004
Unsecured Senior Notes 100,000 21.4% 8.30% 2005
-------- ---- ----
Total Unsecured 270,000 57.8% 7.41%
-------- ---- ----
Total Fixed Rate 375,538 80.4% 7.47%
Variable Rate Debt:
Unsecured Short-Term Note 30,000 6.4% 7.35% 2000
Credit Facilities 61,520 13.2% 6.95%
-------- ---- ----
Total Variable Debt 91,520 19.6% 7.15%
Total Secured and Unsecured Debt $467,058
========
</TABLE>
Based on the amount outstanding under the Credit Facilities at March 31, 2000 of
$61,520,000, if the interest rate under the Credit Facilities was 100 basis
points higher or lower during the three months ended March 31, 2000, then the
Company's interest expense (net of adjustments for capitalized items), for the
period would have increased or decreased by approximately $154,000.
11
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
None
12
<PAGE>
Item 5. Other Information
Property Information
The Company classifies all of its properties in either the Stable Portfolio or
the Active Expansion Portfolio. The Stable Portfolio includes the communities
where the Company does not have, or has not recently had, expansion of the
community. These communities generally have stable occupancy rates. The Active
Expansion Portfolio are those properties where the Company is currently, or has
recently, expanded the community by adding homesites to the available homesites
for rental. Generally, these communities will have a lower occupancy rate than
our Stable Portfolio as they are in the lease-up phase. In addition, the
Company owns three park model/RV communities.
The following table sets forth certain information, as of March 31, 2000,
regarding the Properties.
* These properties are included in the Active Expansion Portfolio.
<TABLE>
<CAPTION>
Location Total Total Number Occupancy as of Weighted Average
of Sites Monthly Rent per Site
Community State (Closest Major City) Communities 3/31/00 3/31/00 3/31/00
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100 Oaks AL Fultondale 230 92% $ 214
Lakewood AL Montgomery 310 80% $ 177
Green Park South AL Montgomery 417 95% $ 255
Total Alabama 3 957 89% $ 220
Bermuda Palms CA Palm Springs 185 97% $ 355
Eastridge CA San Jose 187 99% $ 660
La Quinta Ridge CA Palm Springs 152 95% $ 406
The Colony CA Palm Springs 220 97% $ 631
The Orchard CA San Francisco 233 100% $ 602
Total California 5 977 98% $ 542
CV-Denver CO Denver 345 94% $ 377
CV-Longmont CO Longmont 310 99% $ 387
Friendly Village CO Greeley 226 100% $ 292
Pine Lakes Ranch CO Denver 762 98% $ 343
Redwood Estates CO Denver 753 98% $ 349
Total Colorado 5 2,396 98% $ 351
Cedar Grove CT New Haven 60 98% $ 299
Evergreen CT New Haven 102 95% $ 303
Green Acres CT New Haven 64 95% $ 298
Highland CT New Haven 50 94% $ 315
Total Connecticut 4 276 96% $ 303
Anchor North FL Tampa Bay 94 96% $ 270
Audubon FL Orlando 280 99% $ 268
Colony Cove FL Sarasota 2,211 100% $ 354
Conway Circle FL Orlando 111 95% $ 307
Crystal Lake FL St. Petersburg 166 90% $ 271
* Crystal Lakes FL Tampa 330 56% $ 156
CV-Jacksonville FL Jacksonville 643 92% $ 311
Del Tura FL Fort Myers 1,344 88% $ 420
Eldorado Estates FL Daytona Beach 126 98% $ 272
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Location Total Total Number Occupancy as of Weighted Average
of Sites Monthly Rent per Site
Community State (Closest Major City) Communities 3/31/00 3/31/00 3/31/00
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Emerald Lake FL Fort Myers 201 100% $ 295
Fairways Country Club FL Orlando 1,141 99% $ 302
* Foxwood Farms FL Orlando 375 77% $ 209
Hidden Valley FL Orlando 303 99% $ 312
Indian Rocks FL Clearwater 148 68% $ 259
Jade Isle FL Orlando 101 97% $ 317
Lakeland Harbor FL Tampa 504 100% $ 257
Lakeland Junction FL Tampa 191 100% $ 201
Lakes at Leesburg FL Orlando 640 100% $ 291
Land O' Lakes FL Orlando 173 99% $ 260
Midway Estates FL Vero Beach 204 75% $ 362
Oak Springs FL Orlando 438 73% $ 252
Orange Lake FL Orlando 242 96% $ 259
Palm Beach Colony FL West Palm Beach 285 92% $ 313
Pedaler's Pond FL Orlando 214 85% $ 205
Pinellas Cascades FL Clearwater 238 92% $ 381
Shady Lane FL Clearwater 108 94% $ 272
Shady Oak FL Clearwater 250 97% $ 330
Shady Village FL Clearwater 156 95% $ 288
Southwind Village FL Naples 338 92% $ 314
Starlight Ranch FL Orlando 783 95% $ 307
Tarpon Glen FL Clearwater 170 87% $ 308
Town & Country FL Orlando 73 97% $ 324
Whispering Pines FL Clearwater 392 96% $ 362
Winter Haven Oaks FL Orlando 343 52% $ 214
Total Florida 34 13,316 92% $ 310
Atlanta Meadows GA Atlanta 75 99% $ 236
* Butler Creek GA Augusta 376 82% $ 195
Camden Point GA Kingsland 268 60% $ 160
Castlewood Estates GA Atlanta 334 85% $ 339
Colonial Coach Estates GA Atlanta 481 87% $ 294
Golden Valley GA Atlanta 131 95% $ 258
Landmark GA Atlanta 524 94% $ 284
Marnelle GA Atlanta 205 96% $ 277
Oak Grove Estates GA Albany 174 94% $ 140
Paradise Village GA Albany 226 83% $ 152
Total Georgia 10 2,794 86% $ 246
Lakewood Estates IA Davenport 180 92% $ 251
Terrace Heights IA Dubuque 317 95% $ 260
Total Iowa 2 497 94% $ 257
Coach Royale ID Boise 91 98% $ 287
Maple Grove Estates ID Boise 270 93% $ 301
Shenandoah Estates ID Boise 154 96% $ 290
Total Idaho 3 515 95% $ 295
Falcon Farms IL Moline 215 92% $ 233
Maple Ridge IL Kankakee 75 100% $ 261
Maple Valley IL Kankakee 201 100% $ 261
Total Illinois 3 491 96% $ 248
* Broadmore IN South Bend 356 87% $ 247
Forest Creek IN South Bend 167 99% $ 301
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Location Total Total Number Occupancy as of Weighted Average
of Sites Monthly Rent per Site
Community State (Closest Major City) Communities 3/31/00 3/31/00 3/31/00
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
* Fountainvue IN Marion 120 90% $ 161
Hickory Knoll IN Indianapolis 326 98% $ 303
Mariwood IN Indianapolis 296 93% $ 302
Oak Ridge IN South Bend 204 98% $ 255
Pendleton IN Indianapolis 102 96% $ 223
Sherwood IN Marion 89 74% $ 152
Skyway IN Indianapolis 156 95% $ 306
Twin Pines IN Goshen 238 97% $ 236
Total Indiana 10 2,054 93% $ 262
Mosby's Point KY Cincinnati 150 97% $ 300
Rolling Hills KY Louisville 158 94% $ 213
Total Kentucky 2 308 95% $ 255
Pinecrest Village LA Shreveport 445 72% $ 159
Stonegate, LA LA Shreveport 157 94% $ 178
Total Louisiana 2 602 78% $ 164
Hillcrest MA Boston 83 96% $ 320
Leisurewoods Rockland MA Boston 394 99% $ 317
* Leisurewoods Taunton MA Boston 182 81% $ 292
The Glen MA Boston 36 100% $ 399
Total Massachusetts 4 695 94% $ 315
Algoma Estates MI Grand Rapids 308 91% $ 302
* Anchor Bay MI Detroit 1,384 96% $ 349
Arbor Village MI Jackson 266 97% $ 250
Avon MI Detroit 617 99% $ 406
Canterbury Estates MI Grand Rapids 290 57% $ 251
Chesterfield MI Detroit 345 97% $ 368
Chestnut Creek MI Flint 221 77% $ 278
Clinton MI Detroit 1,000 97% $ 369
Colonial Acres MI Kalamazoo 612 95% $ 293
Colonial Manor MI Kalamazoo 195 95% $ 280
Country Estates MI Grand Rapids 254 93% $ 277
Cranberry MI Pontiac 232 98% $ 362
Ferrand Estates MI Grand Rapids 420 97% $ 337
* Forest Lake Estates MI Grand Rapids 221 80% $ 283
* Grand Blanc MI Flint 478 87% $ 331
Holiday Estates MI Grand Rapids 205 98% $ 324
Howell MI Lansing 455 97% $ 374
Huron Estates MI Flint 111 83% $ 221
Lake in the Hills MI Detroit 238 100% $ 385
* Leonard Gardens MI Grand Rapids 271 77% $ 276
Macomb MI Detroit 1,426 98% $ 374
Norton Shores MI Grand Rapids 656 86% $ 256
Novi MI Detroit 725 95% $ 414
Oakhill MI Flint 504 89% $ 359
Old Orchard MI Flint 200 99% $ 329
Orion MI Detroit 423 97% $ 347
Pinewood MI Columbus 380 98% $ 307
Pleasant Ridge MI Lansing 305 79% $ 228
Royal Estates MI Kalamazoo 183 93% $ 322
Science City MI Midland 171 95% $ 292
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Location Total Total Number Occupancy as of Weighted Average
of Sites Monthly Rent per Site
Community State (Closest Major City) Communities 3/31/00 3/31/00 3/31/00
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Springbrook MI Utica 398 96% $ 337
Sun Valley MI Jackson 197 96% $ 249
Swan Creek MI Ann Arbor 294 99% $ 345
* The Highlands MI Flint 683 90% $ 305
Torrey Hills MI Flint 346 95% $ 349
Valley Vista MI Grand Rapids 137 91% $ 325
Villa MI Flint 319 94% $ 346
* Westbrook MI Detroit 299 65% $ 370
Yankee Spring MI Grand Rapids 284 92% $ 252
Total Michigan 39 16,053 93% $ 333
Cedar Knolls MN Minneapolis 458 97% $ 404
Cimmaron MN St. Paul 505 99% $ 403
Rosemount MN Minneapolis/St. Paul 182 100% $ 389
Twenty-Nine Pines MN St. Paul 152 91% $ 317
Total Minnesota 4 1,297 97% $ 391
* Springfield Farms MO Springfield 134 75% $ 177
Total Missouri 1 134 75% $ 177
Countryside Village G.F. MT Great Falls 226 98% $ 202
Total Montana 1 226 98% $ 202
Autumn Forest NC Greensboro 299 90% $ 229
Foxhall Village NC Raleigh 315 93% $ 276
Oakwood Forest NC Greensboro 481 85% $ 263
Woodlake NC Greensboro 308 96% $ 239
Total North Carolina 4 1,403 91% $ 247
Buena Vista ND Fargo 400 96% $ 270
Columbia Heights ND Grand Forks 302 99% $ 282
President's Park ND Grand Forks 174 86% $ 231
Meadow Park ND Fargo 117 94% $ 208
Total North Dakota 4 993 92% $ 250
Casual Estates NY Syracuse 961 68% $ 321
Meadowbrook NY Ithaca 237 65% $ 268
Oak Orchard Estates NY Rochester 235 91% $ 288
Shadybrook NY Syracuse 89 67% $ 321
Total New York 4 1,522 71% $ 307
* Hunter's Chase OH Lima 135 48% $ 171
Vance OH Columbus 110 95% $ 229
Willo-Arms OH Cleveland 262 100% $ 205
Yorktowne OH Cincinnati 354 96% $ 330
Total Ohio 4 861 90% $ 254
Crestview OK Stillwater 237 84% $ 205
Total Oklahoma 1 237 84% $ 205
Knoll Terrace OR Salem 212 95% $ 359
Riverview OR Portland 133 99% $ 408
Total Oregon 2 345 97% $ 378
* Carnes Crossing SC Summerville 535 97% $ 180
* Conway Plantation SC Myrtle Beach 299 68% $ 181
Saddlebrook SC Charleston 426 98% $ 202
Total South Carolina 3 1,260 90% $ 188
* Eagle Creek TX Tyler 198 59% $ 153
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
Location Total Total Number Occupancy as of Weighted Average
of Sites Monthly Rent per Site
Community State (Closest Major City) Communities 3/31/00 3/31/00 3/31/00
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Homestead Ranch TX McAllen 126 83% $ 221
Leisure World TX Brownsville 201 92% $ 213
The Homestead TX McAllen 99 96% $ 226
Trail's End TX Brownsville 299 84% $ 208
Total Texas 5 923 81% $ 201
* Regency Lakes VA Winchester 384 77% $ 214
Total Virginia 1 384 77% $ 214
Eagle Point WA Seattle 230 98% $ 454
Total Washington 1 230 98% $ 454
Breazeale WY Laramie 116 97% $ 242
Total Wyoming 1 116 97% $ 242
Totals 162 51,862 91.3% $ 311
</TABLE>
17
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits and Index of Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K
The Company filed a Form 8-K on February 25, 2000.
18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, and in the capacities indicated, on the
12th day of May, 2000.
CP LIMITED PARTNERSHIP
By: CHATEAU COMMUNITIES
By: /s/ Tamara D. Fischer
-----------------------
Tamara D. Fischer
Executive Vice President
and Chief Financial Officer
(Duly Authorized Officer and
Principal Financial and
Accounting Officer)
19
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
Consolidated Balance Sheet and Statement of Income
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 126
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,063,312
<DEPRECIATION> 202,821
<TOTAL-ASSETS> 987,553
<CURRENT-LIABILITIES> 0
<BONDS> 471,091
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 987,553
<SALES> 0
<TOTAL-REVENUES> 48,849
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 29,061
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,481
<INCOME-PRETAX> 11,307
<INCOME-TAX> 0
<INCOME-CONTINUING> 11,307
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,307
<EPS-BASIC> .30
<EPS-DILUTED> .30
</TABLE>
