-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RujVNgfEamblFeaXGIgsDKDzwuUOS5+FXzK60lfFQEn1ekbTIp9O2Ux9S8hjEw6d WAanmfC80vlAtrEZpbzGvQ== 0000718915-03-000002.txt : 20030114 0000718915-03-000002.hdr.sgml : 20030114 20030108162621 ACCESSION NUMBER: 0000718915-03-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021130 FILED AS OF DATE: 20030108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMBRIDGE RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000718915 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 133161322 STATE OF INCORPORATION: MA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-12634 FILM NUMBER: 03508147 BUSINESS ADDRESS: STREET 1: 625 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124215333 MAIL ADDRESS: STREET 1: 625 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON & RELATED HOUSING PROPERTIES LTD PARTNERSHIP DATE OF NAME CHANGE: 19940615 10-Q 1 f10q_december-camr.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - ----- EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2002 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - ----- EXCHANGE ACT OF 1934 Commission File Number 0-12634 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP ------------------------------ (Exact name of registrant as specified in its charter) Massachusetts 13-3161322 - ------------------------------- -------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 625 Madison Avenue, New York, New York 10022 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212)421-5333 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- PART I - Financial Information Item 1. Financial Statements CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES Consolidated Balance Sheets (Unaudited)
============ ============ November 30, February 28, 2002 2002* ------------ ------------ ASSETS Property and equipment, net of accumulated depreciation of $11,136,745 and $10,819,771, respectively $ 5,624,792 $ 5,941,766 Property and equipment-held for sale, net of accumulated depreciation of $11,347,772 and $17,546,742, respectively 10,482,355 16,273,634 Cash and cash equivalents 1,137,072 780,650 Cash - restricted for tenants' security deposits 182,958 235,380 Mortgage escrow deposits 5,941,586 6,203,393 Rents receivable 56,287 194,567 Prepaid expenses and other assets 495,122 955,391 ----------- ----------- Total assets $23,920,172 $30,584,781 =========== ===========
2 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES Consolidated Balance Sheets (Unaudited) (continued)
============ ============ November 30, February 28, 2002 2002* ------------ ------------ LIABILITIES AND PARTNERS' DEFICIT Liabilities: Mortgage notes payable $ 12,496,906 $ 16,740,978 Purchase Money Notes payable (Note 2) 5,778,821 16,067,193 Due to selling partners (Note 2) 9,028,606 24,289,106 Deferred revenue on sale of properties 16,610,373 0 Accounts payable, accrued expenses and other liabilities 1,005,148 2,362,862 Tenants' security deposits payable 182,958 235,380 Due to general partners of subsidiaries and their affiliates 63,423 8,423 Due to general partners and affiliates 2,659,712 2,447,759 ------------ ------------ Total liabilities 47,825,947 62,151,701 ------------ ------------ Minority interest (90,482) 153,784 ------------ ------------ Commitments and contingencies (Note 6) Partners' deficit: Limited partners (23,128,612) (30,954,969) General partners (686,681) (765,735) ------------ ------------ Total partners' deficit (23,815,293) (31,720,704) ------------ ------------ Total liabilities and partners' deficit $ 23,920,172 $ 30,584,781 ============ ============
* As restated see Note 5. See Accompanying Notes to Consolidated Financial Statements. 3 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES Consolidated Statements of Operations (Unaudited)
=========================== =========================== Three Months Ended Nine Months Ended November 30, November 30, --------------------------- --------------------------- 2002 2001* 2002 2001* --------------------------- --------------------------- Revenues: Rentals, net $ 2,067,292 $ 2,965,185 $ 6,873,254 $ 8,973,492 Other 48,133 96,448 371,459 303,201 Gain (loss) on sale of properties (Note 4) 5,484,379 (631,165) 5,884,790 (718,787) ------------ ------------ ------------ ------------ Total revenues 7,599,804 2,430,468 13,129,503 8,557,906 ------------ ------------ ------------ ------------ Expenses Administrative and management 507,457 406,833 1,786,539 1,959,833 Administrative and management- related parties (Note 3) 309,691 355,056 934,793 1,135,329 Operating 400,019 530,360 1,360,236 1,776,656 Repairs and maintenance 560,668 746,141 1,579,728 2,169,532 Taxes and insurance 246,841 356,352 833,732 1,047,169 Interest 282,441 554,228 1,077,765 1,701,933 Depreciation 105,657 266,877 316,974 892,621 ------------ ------------ ------------ ------------ Total expenses 2,412,774 3,215,847 7,889,767 10,683,073 ------------ ------------ ------------ ------------ Income (loss) before minority interest and extraordinary item 5,187,030 (785,379) 5,239,736 (2,125,167) Minority interest in loss of subsidiaries 115,316 5,772 238,183 4,478 ------------ ------------ ------------ ------------ Income (loss) before extraordinary item 5,302,346 (779,607) 5,477,919 (2,120,689) Extraordinary item- forgiveness of indebtedness income (Note 4) 0 3,861,270 2,427,492 4,762,489 ------------ ------------ ------------ ------------ Net income $ 5,302,346 $ 3,081,663 $ 7,905,411 $ 2,641,800 ============ ============ ============ ============
See Accompanying Notes to Consolidated Financial Statements. 4 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES Consolidated Statements of Operations (Unaudited) (continued)
========================= ========================= Three Months Ended Nine Months Ended November 30, November 30, ------------------------- ------------------------- 2002 2001* 2002 2001* ------------------------- ------------------------- Income (loss) before extraordinary item - limited partners $ 5,249,323 $ (771,811) $ 5,423,140 $(2,099,482) Extraordinary item - limited partners 0 3,822,657 2,403,217 4,714,864 ----------- ----------- ----------- ----------- Net income - limited partners $ 5,249,323 $ 3,050,846 $ 7,826,357 $ 2,615,382 =========== =========== =========== =========== Number of limited partnership units outstanding 10,038 10,038 10,038 10,038 =========== =========== =========== =========== Income (loss) before extraordinary item per limited partnership unit $ 522.94 $ (76.89) $ 540.26 $ (209.15) Extraordinary item per limited partnership unit 0 380.82 239.41 469.70 ----------- ----------- ----------- ----------- Net income per limited partnership unit $ 522.94 $ 303.93 $ 779.67 $ 260.55 =========== =========== =========== ===========
* As restated see Note 5. See Accompanying Notes to Consolidated Financial Statements. 5 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES Consolidated Statement of Partners' Deficit (Unaudited)
============================================= Limited General Total Partners Partners --------------------------------------------- Balance- March 1, 2002 - as restated see Note 5 $(31,720,704) $(30,954,969) $ (765,735) Net income - nine months ended November 30, 2002 7,905,411 7,826,357 79,054 ------------ ------------ ------------ Balance- November 30, 2002 $(23,815,293) $(23,128,612) $ (686,681) ============ ============ ============
See Accompanying Notes to Consolidated Financial Statements. 6 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES Consolidated Statement of Cash Flows Increase (decrease) in Cash and Cash Equivalents (Unaudited)
========================== Nine Months Ended November 30, -------------------------- 2002 2001* -------------------------- Cash flows from operating activities: Net income $ 7,905,411 $ 2,641,800 ----------- ----------- Adjustments to reconcile net income to net cash provided by operating activities: (Gain) loss on sale of properties (Note 4) (5,884,790) 718,787 Extraordinary item - forgiveness of indebtedness income (Note 4) (2,427,492) (4,762,489) Depreciation 316,974 892,621 Minority interest in loss of subsidiaries (238,183) (4,478) Increase in cash-restricted for tenants' security deposits (17,389) (2,450) Decrease (increase) in mortgage escrow deposits 269,301 (123,047) Decrease in rents receivable 68,975 95,171 Decrease (increase) in prepaid expenses and other assets 152,943 (173,259) Increase in due to selling partners 840,846 1,316,569 Decrease in accounts payable, accrued expenses and other liabilities (315,593) (554,129) Increase (decrease) in tenants' security deposits payable 2,324 (1,057) Increase in due to general partners of subsidiaries and their affiliates 55,000 130,155 Decrease in due to general partners of subsidiaries and their affiliates 0 (114,292) Increase in due to general partners and affiliates 211,954 327,041 ----------- ----------- Total adjustments (6,965,130) (2,254,857) ----------- ----------- Net cash provided by operating activities 940,281 386,943 ----------- -----------
7 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES Consolidated Statement of Cash Flows Increase (decrease) in Cash and Cash Equivalents (Unaudited) (continued)
========================== Nine Months Ended November 30, -------------------------- 2002 2001* -------------------------- Cash flows from investing activities: Proceeds from sale of properties 7,965,180 2,525,000 Acquisitions of property and equipment (139,046) (387,026) Increase in mortgage escrow deposits (344,480) (527,985) ----------- ----------- Net cash provided by investing activities 7,481,654 1,609,989 ----------- ----------- Cash flows from financing activities: Principal payments of mortgage notes payable (1,809,104) (2,561,561) Decrease in minority interest (6,083) (1,179) Distributions paid to partners 0 (516,300) Payments of Purchase Money Notes payable (2,640,000) (153,162) Payments to selling partners (3,610,326) (457,412) ----------- ----------- Net cash used in financing activities (8,065,513) (3,689,614) ----------- ----------- Net increase (decrease) in cash and cash equivalents 356,422 (1,692,682) Cash and cash equivalents at beginning of period 780,650 2,477,459 ----------- ----------- Cash and cash equivalents at end of period $ 1,137,072 $ 784,777 =========== ===========
8 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES Consolidated Statement of Cash Flows Increase (decrease) in Cash and Cash Equivalents (Unaudited) (continued)
========================== Nine Months Ended November 30, -------------------------- 2002 2001* -------------------------- Supplemental disclosures of noncash activities: Increase in property and equipment- held for sale reclassified from property and equipment $ 0 $ 4,955,919 Increase in deferred revenue on sale of properties reclassified from Purchase Money Notes payable and due to selling partners 16,610,373 5,092,137 Increase in Purchase Money Notes payable due to the capitalization of prepaid expenses and other assets 177,053 380,153 Summarized below are the components of forgiveness of indebtedness: Decrease in Purchase Money Notes payable (720,000) (1,844,438) Decrease in due to selling partners (1,685,795) (2,787,896) Decrease in due to general partners and affiliates 0 (130,155) Decrease in accounts payable, accrued expenses and other liabilities (21,697) 0
9 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES Consolidated Statement of Cash Flows Increase (decrease) in Cash and Cash Equivalents (Unaudited) (continued)
========================== Nine Months Ended November 30, -------------------------- 2002 2001* -------------------------- Summarized below are the components of the gain on sale of properties: Decrease in property and equipment held for sale, net of accumulated depreciation $ 5,930,325 $ 2,221,125 Decrease in property and equipment, net of accumulated depreciation 0 650,345 Decrease in cash-restricted for tenants' security deposits 69,811 21,064 Decrease in mortgage escrow deposits 336,986 153,371 Decrease (increase) in prepaid expenses and other assets 484,379 (1,262) (Decrease) increase in accounts payable, accrued expenses and other liabilities (1,020,422) 70,446 Decrease in tenants' security deposits payable (54,746) (17,557) Decrease in due to selling partners (764,540) 0 Decrease in Purchase Money Notes payable (455,800) 0 Decrease in mortgage notes payable (2,434,968) 0 Decrease in due to general partner and their affiliates 0 (40,208) Decrease in rents receivable 69,305 61,443
* As restated see Note 5. See Accompanying Notes to Consolidated Financial Statements. 10 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES Notes to Consolidated Financial Statements November 30, 2002 (Unaudited) Note 1 - General The consolidated financial statements for the nine months ended November 30, 2002 and 2001, include the accounts of Cambridge + Related Housing Properties Limited Partnership, a Massachusetts limited partnership (the "Partnership"), and fourteen and nineteen Subsidiary Partnerships ("Subsidiaries", "Subsidiary Partnerships" or "Local Partnerships"), respectively. The Partnership is a limited partner, with an ownership interest of 98.99% in each of the Subsidiary Partnerships. Through the rights of the Partnership and/or one of its general partners (a "General Partner"), which General Partner has a contractual obligation to act on behalf of the Partnership, the right to remove the local general partner of the Subsidiary Partnerships and to approve certain major operating and financial decisions, the Partnership has a controlling financial interest in the Subsidiary Partnerships. For financial reporting purposes, the Partnership's fiscal quarter ends on November 30. All Subsidiaries have fiscal quarters ending September 30. Accounts of Subsidiaries have been adjusted for intercompany transactions from October 1 through November 30. The Partnership's fiscal quarter ends on November 30 in order to allow adequate time for the Subsidiaries' financial statements to be prepared and consolidated. The books and records of the Partnership are maintained on the accrual basis of accounting, in accordance with generally accepted accounting principles ("GAAP"). All intercompany accounts and transactions have been eliminated in consolidation. Increases (decreases) in the capitalization of consolidated Subsidiaries attributable to minority interest arise from cash contributions from and cash distributions to the minority interest partners. Losses attributable to minority interests which exceed the minority interests' investment in a Subsidiary have been charged to the Partnership. Such losses aggregated approximately $0 for both the three and nine months ended November 30, 2002 and 2001, respectively. The Partnership's investment in each Subsidiary is equal to the respective Subsidiary's partners' equity less minority interest capital, if any. 11 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES Notes to Consolidated Financial Statements November 30, 2002 (Unaudited) These unaudited financial statements have been prepared on the same basis as the audited financial statements included in the Partnership's Form 10-K for the year ended February 28, 2002. In the opinion of the General Partners, the accompanying unaudited financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position of the Partnership as of November 30, 2002, the results of operations for the three and nine months ended November 30, 2002 and 2001 and cash flows for the nine months ended November 30, 2002 and 2001. However, the operating results for the nine months ended November 30, 2002 may not be indicative of the results for the year. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been omitted. It is suggested that these consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Partnership's February 28, 2002 Annual Report on Form 10-K. Note 2 - Purchase Money Notes Payable Nonrecourse Purchase Money Notes (the "Purchase Money Notes") were issued to the selling partners of the Subsidiary Partnerships as part of the purchase price, and are secured only by the Partnership's interest in the Subsidiary Partnership to which the Purchase Money Note relates. The Purchase Money Notes, which provide for simple interest, will not be in default if not less than 60% of the cash flow actually distributed to the Partnership by the corresponding Subsidiary Partnership (generated by the operations, as defined) is applied first to accrued interest and then to current interest thereon. As of November 30, 2002, the maturity dates of the Purchase Money Notes associated with the remaining properties owned by the Subsidiary Partnerships were extended for the fifth year (see below and Note 6). These are the final extensions for these Purchase Money Notes. Any interest not paid currently accrues, without further interest thereon, through the extended due date of each of the Purchase Money Notes, respectively. Continued accrual of 12 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES Notes to Consolidated Financial Statements November 30, 2002 (Unaudited) such interest without payment would impact the effective rate of the Purchase Money Notes, specifically by reducing the current effective interest rate of 9%. The exact effect is not determinable inasmuch as it is dependent on the actual future interest payments and ultimate repayment dates of the Purchase Money Notes. Unpaid interest of $9,012,606 and $24,682,606 at November 30, 2002 and February 28, 2002, respectively, has been accrued and is included in the caption due to selling partners. In general, the interest on and the principal of each Purchase Money Note is also payable to the extent of the Partnership's actual receipt of proceeds from the sale or refinancing of the apartment complex, or in some cases the Local Partnerships interest ("Local Partnership Interest") to which the Purchase Money Note relates. The Partnership was permitted to extend the term of the Purchase Money Notes for up to five additional years. In connection with such extensions, the Partnership incurred an extension fee of 1 and 1/2% per annum of the outstanding principal balance of the Purchase Money Notes. The Partnership sent an extension notice to each Purchase Money Note holder that pursuant to the Purchase Money Note, it was extending the maturity. However in certain cases, the Partnership did not pay the extension fee at that time, deferring such payment to the future. Extension fees in the amount of $405,640 were incurred by the Partnership through November 30, 2002. All Purchase Money Notes are now extended with maturity dates ranging from August 2003 to October 2003. These are the final extensions for the Purchase Money Notes. Extension fees of $312,103 were accrued and added to the Purchase Money Note balance. The Partnership expects that upon final maturity it will be required to refinance or sell its investments in the Local Partnerships in order to pay the Purchase Money Notes and accrued interest thereon. Based on the historical operating results of the Local Partnerships and the current economic conditions including changes in tax laws, it is unlikely that the proceeds from such sales will be sufficient to meet the outstanding balances. Management is working with the Purchase Money Note holders to restructure and/or refinance the Purchase Money Notes. No assurance can be given that management's efforts will be successful. The Purchase Money Notes are without personal recourse to either the Partnership or any of its partners and the sellers' recourse, in the event of 13 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES Notes to Consolidated Financial Statements November 30, 2002 (Unaudited) non-payment, would be to foreclose on the Partnership's interests in the respective Local Partnerships. During the nine months ended November 30, 2002 and 2001, the Partnership received cash flow distributions aggregating $207,440 and $66,320, respectively, of which $169,833 and $22,083 was used to pay interest on the Purchase Money Notes. In addition, the Partnership received distributions of proceeds from the sales of Local Partnerships aggregating $7,656,110 and $163,493 of which $6,080,492 and $110,742 was used to pay principal and interest on the Purchase Money Notes during the nine months ended November 30, 2002 and 2001, respectively. Note 3 - Related Party Transactions The costs incurred to related parties for the three and nine months ended November 30, 2002 and 2001 were as follows:
======================= ======================= Three Months Ended Nine Months Ended November 30, November 30, ----------------------- ----------------------- 2002 2001 2002 2001 ----------------------- ----------------------- Partnership management fees (a) $ 242,778 $ 241,953 $ 728,335 $ 725,860 Expense reimbursement (b) 27,121 21,000 97,812 99,026 Local administrative fee (d) 3,125 4,000 9,375 12,000 ---------- ---------- ---------- ---------- Total general and admini- strative-General Partners 273,024 266,953 835,522 836,886 ---------- ---------- ---------- ---------- Property management fees incurred to affiliates of the Subsidiary Partnerships' general partners (c) 36,667 88,103 99,271 298,443 ---------- ---------- ---------- ---------- Total general and administrative-related parties $ 309,691 $ 355,056 $ 934,793 $1,135,329 ========== ========== ========== ==========
(a) After all other expenses of the Partnership are paid, an annual Partnership management fee of up to .5% of invested assets is payable to the Partnership's General Partners and affiliates. Partnership management fees owed to the General Partners amounting to approximately $1,925,000 and $1,759,000 were accrued and 14 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES Notes to Consolidated Financial Statements November 30, 2002 (Unaudited) unpaid as of November 30, 2002 and February 28, 2002, respectively. The General Partners' fees are being paid currently, other than the Partnership management fees that were accrued and continue to be deferred. (b) The Partnership reimburses the General Partners and their affiliates for actual Partnership operating expenses incurred by the General Partners and their affiliates on the Partnership's behalf. The amount of reimbursement from the Partnership is limited by the provisions of the partnership agreement. Another affiliate of the General Partners performs asset monitoring for the Partnership. These services include site visits and evaluations of the Subsidiary Partnerships' performance. (c) Property management fees incurred by Local Partnerships to affiliates of the Local Partnerships amounted to $36,667 and $88,103 and $99,271 and $298,443, for the three and nine months ended November 30, 2002 and 2001, respectively. (d) Cambridge/Related Housing Associates Limited Partnership, the special limited partner of each of the Subsidiary Partnerships, owning .01%, is entitled to receive a local administrative fee of up to $2,500 per year from each Subsidiary Partnership. Note 4 - Sale of Properties General - ------- The Partnership is currently in the process of winding up its operations and disposing of its investments. As of November 30, 2002, the Partnership has disposed of forty of its forty-four original investments. Subsequently on December 19, 2002, the property and the related assets and liabilities of one investment was sold and on January 2, 2003, the Partnership interest of a second investment was transferred to the Local General Partner. The remaining two investments are under contract to be sold within the next several months. There may be no assurance that the Partnership will dispose of its last remaining investments during this time frame or the amount of proceeds which may be received. However, based on the historical operating results of the Local Partnerships and the current economic conditions including changes in tax laws, 15 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES Notes to Consolidated Financial Statements November 30, 2002 (Unaudited) it is unlikely that the proceeds from such sales received by the Partnership will be sufficient to return to the limited partners their original investment. On October 31, 2002, the Partnership's limited partnership interest in Grandview-Blue Ridge Manor, Ltd. ("Blue Ridge"), Breckenridge-Chaparral Apartments II, Ltd. ("Chaparral"), Albuquerque-Lafayette Square Apts., Ltd. ("Lafayette"), Fort Worth-Northwood Apartments, Ltd. ("Northwood"), Corpus Christi-Oso Bay Apartments, Ltd. ("Oso Bay"), Ardmore-Rolling Meadows of Ardmore, Ltd. ("Ardmore") and Stephenville-Tarleton Arms Apartments, Ltd. ("Tarleton") were sold back to the Local General Partner for approximately $100 each resulting in losses of approximately $444,000, $659,000, $1,707,000, $1,428,000, $1,055,000, $874,000 and $1,382,000, respectively, which will be recognized in the February 28, 2003 10-K. No proceeds were used to settle the associated Purchase Money Notes and accrued interest thereon, which had total outstanding balances of approximately $1,525,000, $1,999,000, $3,592,000, $2,050,000, $2,364,000, $2,229,000 and $2,851,000, respectively, resulting in gains on sale of properties in amounts equal to the interest and principal due on such Purchase Money Notes. On July 12, 2002, the property and the related assets and liabilities of San Diego-Logan Square Gardens Company ("Logan") were sold to the Local General Partners for approximately $9,241,000 resulting in a gain in the amount of approximately $5,484,000. The Partnership used approximately $5,740,000 to fully settle the associated Purchase Money Note and accrued interest thereon. On March 27, 2002, the property and the related assets and liabilities of Ziegler Boulevard, Ltd. ("Ziegler") were sold to an unaffiliated third party purchaser for approximately $2,379,000 resulting in a loss in the amount of approximately $483,000. The Partnership used approximately $340,000 to settle the associated Purchase Money Note and accrued interest thereon, which had a total outstanding balance of approximately $2,746,000 resulting in forgiveness of indebtedness income of approximately $2,406,000. On March 27, 2002, the Partnership's limited partnership interest in Eastwyck III, Ltd. Limited Partnership ("Eastwyck") was sold to the Local General 16 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES Notes to Consolidated Financial Statements November 30, 2002 (Unaudited) Partners for approximately $5,000 resulting in a loss of approximately $337,000. No proceeds were used to settle the associated Purchase Money Note and accrued interest thereon, which had a total outstanding balance of approximately $1,220,000 resulting in a gain on sale of approximately $1,220,000. On November 26, 2001, the Partnership's Limited Partnership Interest in Buena Vista Manor Apartments, Ltd. ("Buena Vista") was sold to the Local General Partners for $125,000 resulting in a loss in the amount of approximately $596,000. No proceeds were used to settle the associated Purchase Money Note and accrued interest thereon, which had a total outstanding balance of approximately $5,092,000 resulting in a gain on sale of approximately $5,092,000. On August 31, 2001, the property and the related assets and liabilities of Rolling Meadows Apartments, Ltd. ("Rolling Meadows") were sold to an unaffiliated third party purchaser for $1,925,000 resulting in a loss in the amount of approximately $485,000. The Partnership used approximately $201,000 to settle the associated Purchase Money Note and accrued interest thereon, which had a total outstanding balance of approximately $3,757,000 resulting in forgiveness of indebtedness income of approximately $3,556,000. On March 16, 2001, the property and the related assets and liabilities of Char-Mur Apartments ("Char-Mur") were sold to an affiliate of the Local General Partner for $475,000, resulting in a loss in the amount of approximately $193,000. The Partnership used approximately $85,000 to settle the associated Purchase Money Note and accrued interest thereon, which had a total outstanding balance of approximately $986,000, resulting in forgiveness of indebtedness income of $901,000. In addition, approximately $21,000 of accounts payable to an unrelated party were forgiven in the current year. Note 5 - Prior Period Adjustment During the quarter ended November 30, 2001, extension fees in connection with the Purchase Money Notes were overaccrued by $671,850. Such extension fees were capitalized and amortized over the period of extension, and during the fiscal 17 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES Notes to Consolidated Financial Statements November 30, 2002 (Unaudited) year end February 28, 2002 the Partnership amortized $335,925 of such extension fees resulting in net income being understated for that year. To correct the misstatement, Partners' deficit has been increased by $335,925. Note 6 - Commitments and Contingencies The following disclosure includes changes and/or additions to disclosures regarding the Subsidiary Partnership which were included in the Partnership's Annual Report on Form 10-K for the period ended February 28, 2002. a) Purchase Money Notes As part of the purchase price of its investment in the Local Partnerships, the Partnership issued approximately $61,029,000 of Purchase Money Notes. As of November 30, 2002, unpaid accrued interest on the Purchase Money Notes amounted to approximately $9,013,000. The principal of and all accrued interest on the Purchase Money Notes is due at maturity. The Partnership was permitted to extend the term of the Purchase Money Notes for up to five additional years. In connection with such extensions, the Partnership incurred an extension fee of 1 and 1/2% per annum of the outstanding principal balance of the assets. The Partnership sent an extension notice to each Purchase Money Note holder that pursuant to the note, it was extending the maturity. However in certain cases, the Partnership did not pay the extension fee at that time, deferring such payment to the future. The holders of the Note could argue that until the fee is paid the Note has not been properly extended. Note 7 - Subsequent Events On December 19, 2002, the property and the related assets and liabilities of Wingate Associates Limited ("Wingate") were sold to an unaffiliated third party purchaser for $2,600,000 resulting in a loss of approximately $197,000. The Partnership used approximately $267,000 of the net proceeds to settle the associated Purchase Money Note and accrued interest thereon, which had an 18 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES Notes to Consolidated Financial Statements November 30, 2002 (Unaudited) outstanding balance of approximately $1,447,000, resulting in forgiveness of indebtedness income of approximately $1,180,000. On January 2, 2003, the Partnership's limited partnership interest in Caddo Parish-Villa South, Ltd. ("Villa South") was transferred to the Local General Partner resulting in a gain of approximately $2,900,000. No proceeds were used to settle the associated Purchase Money Note and accrued interest thereon, which had a total outstanding balance of $7,337,000 resulting in additional gain on sale. 19 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources - ------------------------------- The Partnership's primary sources of funds are (i) cash distributions from operations (ii) cash distributions from sales of the Local Partnerships in which the Partnership has invested, (iii) interest earned on funds and (iv) cash in working capital reserves. All of these sources of funds are available to meet the obligations of the Partnership. During the nine months ended November 30, 2002 and 2001, the Partnership received cash flow distributions aggregating $207,440 and $66,320, respectively, of which $169,833 and $22,083, respectively, was used to pay interest on the Purchase Money Notes. In addition, the Partnership received distributions of proceeds from the sales of Local Partnerships aggregating $7,656,110 and $163,493, of which $6,080,492 and $110,742 was used to pay principal and interest on the Purchase Money Notes during the nine months ended November 30, 2002 and 2001, respectively. During the nine months ended November 30, 2002, cash and cash equivalents of the Partnership and its consolidated Local Partnerships increased approximately ($356,000). This increase was due to cash provided by operations ($940,000) and proceeds from sale of properties ($7,965,000) which exceeded principal payments of mortgage notes payable of ($1,809,000), an increase in mortgage escrow deposits relating to investing activities ($344,000), payments to selling partners ($3,610,000), acquisitions of property and equipment ($139,000), a decrease in minority interest relating to financing activities ($6,000) and principal payments of Purchase Money Notes payable ($2,640,000). Included in the adjustments to reconcile the net income to cash provided by operating activities is gain on sale of properties ($5,885,000), forgiveness of indebtedness income ($2,427,000) and depreciation ($317,000). The Partnership has a working capital reserve of approximately $721,000 at November 30, 2002. The working capital reserve is temporarily invested in money market accounts which can be easily liquidated to meet obligations as they arise. The General Partners believe that the Partnership's reserves, net proceeds from future sales and future cash flow distributions will be adequate for its operating needs, and plan to continue investing available reserves in short term investments. In March 2001, a distribution of approximately $511,000 and $5,000 was paid to the limited partners and General Partners, respectively, 20 from net proceeds from the sale of properties. None of the total distributions of approximately $516,000 for the nine months ended November 30, 2001, were deemed to be a return of capital in accordance with GAAP. Partnership management fees owed to the General Partners amounting to approximately $1,925,000 and $1,759,000 were accrued and unpaid as of November 30, 2002 and February 28, 2002, respectively. The General Partners' fees are being paid currently, other than the Partnership management fees that were accrued and continue to be deferred. The Local Partnerships that receive government assistance are subject to low-income use restrictions which limit the owners' ability to sell or refinance the properties. In order to maintain the existing inventory of affordable housing, Congress passed a series of related acts including the Emergency Low Income Preservation Act of 1987, the Low-Income Housing Preservation and Resident Homeownership Act of 1990 (together the "Preservation Acts") and the Housing Opportunity Program Extension Act of 1996 (the "1996 Act"). In exchange for maintaining the aforementioned use restrictions, the Preservation Acts provided financial incentives for owners of government assisted properties. The 1996 Act provided financial assistance by funding the sale of such properties to not-for-profit owners and also restored the owners ability to prepay their U.S. Department of Housing and Urban Development ("HUD") mortgage and convert the property to condominiums or market-rate rental housing. Local general partners had filed for incentives under the Preservation Acts or the 1996 Act for the following local partnerships: San Diego - Logan Square Gardens Company, Albuquerque - Lafayette Square Apts. Ltd., Westgate Associates Limited, Riverside Gardens Limited Partnership, Pacific Palms, Canton Commons Associates, Rosewood Manor Associates, Bethany Glen Associates and South Munjoy Associates, Limited. As of November 30, 2002, all of these Local Partnerships were sold. The Preservation Acts have subsequently been repealed or revoked. For a discussion of Purchase Money Notes payable see Note 2 to the financial statements. For a discussion of the Partnership's sale of properties see Note 4 to the financial statements. 21 For a discussion of contingencies affecting certain Local Partnerships, see Note 6 to the financial statements and Part II, Item 1 of this report. Since the maximum loss the Partnership would be liable for is its net investment in the respective Local Partnerships, the resolution of the existing contingencies is not anticipated to impact future results of operations, liquidity or financial condition in a material way although the Partnership would lose its entire investment in the property and any ability for future appreciation. Management is not aware of any trends or events, commitments or uncertainties which have not otherwise been disclosed that will or are likely to impact liquidity in a material way. Management believes the only impact would be from laws that have not yet been adopted. Due to the sale of properties, the portfolio is not diversified by the location of the properties around the United States. The Partnership has four properties remaining and therefore the Partnership may not be protected against a general downturn in the national economy. Results of Operations - --------------------- During the periods ended November 30, 2002 and 2001, Char-Mur Apartments, Ltd., Rolling Meadows Apartments, Ltd., Zeigler Boulevard Ltd. and Logan Square Gardens Company sold their properties and the related assets and liabilities and the Partnership's Limited Partnership Interest in Buena Vista Manor Apartments Ltd., Cedar Hill Apartments Ltd., Crosset Apartments Ltd. and Eastwyck III, Ltd., was sold (collectively the "Sold Assets"). Excluding the Sold Assets, the results of operations of the Partnership, as well as the Local Partnerships, remained fairly consistent during the three and nine months ended November 30, 2002 and 2001, other than other income, administrative and management, operating, repairs and maintenance, interest, gain on sale of properties and forgiveness of indebtedness income. The majority of Local Partnership income continues to be in the form of rental income with the corresponding expenses being divided among operations, depreciation, and mortgage interest. In addition, the Partnership incurred interest expense relating to the Purchase Money Notes issued when the Local Partnership Interests were acquired. Rental income decreased approximately 30% and 23% for the three and nine months ended November 30, 2002, as compared to 2001. Excluding the Sold Assets, rental income increased approximately 5% for both the three and nine months ended 22 November 30, 2002 as compared to 2001, primarily due to rental rate increases and decreases in vacancies at several Local Partnerships. Other income (decreased) increased approximately $(48,000) and $68,000 for the three and nine months ended November 30, 2002, as compared to 2001. Excluding the Sold Assets, other income decreased approximately $61,000 and $134,000, primarily due to a decrease of interest income due to a reduction in interest rates on reserve accounts at several Local Partnerships as well as the Partnership level. Total expenses, excluding the Sold Assets, administrative and management, operating, repairs and maintenance and interest, remained fairly consistent with an increase of less than 1% for both the three and nine months ended November 30, 2002, as compared to 2001. Administrative and management increased (decreased) approximately $101,000 and $(173,000) for the three and nine months ended November 30, 2002, as compared to 2001. Excluding the Sold Assets, administrative and management increased approximately $259,000 and $197,000 primarily due to an increase in amortization expense on the Purchase Money Note extension fees paid by the Partnership. Operating decreased approximately $130,000 and $416,000 for the three and nine months ended November 30, 2002, as compared to 2001. Excluding the Sold Assets, operating decreased approximately $24,000 and $138,000 primarily due to a decrease in utility cost at several Local Partnerships. Repairs and maintenance decreased approximately $185,000 and $590,000 for the three and nine months ended November 30, 2002, as compared to 2001. Excluding the Sold Assets, repairs and maintenance increased approximately $85,000 and $131,000 primarily due to increases in personnel at two Local Partnerships, interior painting and carpet replacement at a third and fourth Local Partnerships and a cooling tower replaced at a fifth Local Partnership. Interest decreased approximately $272,000 and $624,000 for the three and nine months ended November 30, 2002, as compared to 2001. Excluding the Sold Assets, interest decreased approximately $64,000 and $63,000 primarily due to a decrease in interest expense incurred on the principal balance of Purchase Money Notes related to the properties sold on October 31, 2002 (See Note 4). 23 Administrative and management-related parties, taxes and insurance and depreciation expense decreased approximately $45,000 and $201,000, $110,000 and $213,000 and $161,000 and $576,000 for the three and nine months ended November 30, 2002, as compared to 2001, primarily due to decreases relating to the Sold Assets. Wingate Associates, Limited, Albuquerque - Lafayette Square Apartments, Ltd., El Paso - Gateway East Ltd., Bay Village Co. and Fort Worth - Northwood Apartments Ltd. are not depreciated during the period ended November 30, 2002 because they are classified as assets held for sale. Losses and gains on sales of properties and forgiveness of indebtedness income will continue to fluctuate as a result of the disposition of properties (see Note 4 to the financial statements). Item 3. Quantitative and Qualitative Disclosures about Market Risk None Item 4. Controls and Procedures The Chief Executive Officer and Chief Financial Officer of Government Assisted Properties, Inc. and Related Housing Programs Corporation, each of which is a general partner of Cambridge + Related Housing Properties L.P. (the "Partnership"), has evaluated the Partnership's disclosure controls and procedures relating to the Partnership's quarterly report on Form 10-Q for the period ending November 30, 2002 as filed with the Securities and Exchange Commission and has judged such controls and procedures to be effective as of November 30, 2002 (the "Evaluation Date"). There have been no significant changes in the internal controls or in other factors that could significantly affect internal controls relating to the Partnership since the Evaluation Date. 24 PART II - OTHER INFORMATION Item 1. Legal Proceedings - This information is incorporated by reference in Note 6 to the Financial Statements. Item 2. Changes in Securities and Use of Proceeds - None Item 3. Defaults Upon Senior Securities - None Item 4. Submission of Matters to a Vote of Security Holders - None Item 5. Other information - None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 99.1 Certification Pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) Reports on Form 8-K - No reports on Form 8-K were filed during the quarter. 25 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP (Registrant) By: GOVERNMENT ASSISTED PROPERTIES, INC., a General Partner Date: January 7, 2003 By: /s/ Alan P. Hirmes ------------------ Alan P. Hirmes, President and Principal Executive and Financial Officer Date: January 7, 2003 By: /s/ Glenn F. Hopps ------------------ Glenn F. Hopps, Treasurer and Principal Accounting Officer By: RELATED HOUSING PROGRAMS CORPORATION, a General Partner Date: January 7, 2003 By: /s/ Alan P. Hirmes ------------------ Alan P. Hirmes, President and Principal Executive and Financial Officer Date: January 7, 2003 By: /s/ Glenn F. Hopps ------------------ Glenn F. Hopps, Treasurer and Principal Accounting Officer CERTIFICATION I, Alan P. Hirmes, Chief Executive Officer and Chief Financial Officer of Government Assisted Properties, Inc. and Related Housing Programs Corporation (the "General Partners"), each of which is a general partner of Cambridge + Related Housing Properties L.P. (the "Partnership"), hereby certify that: 1. I have reviewed this quarterly report on Form 10-Q for the period ending November 30, 2002 of the Partnership; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Partnership as of, and for, the periods presented in this quarterly report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15-d-14) for the Partnership and I have: a) designed such disclosure controls and procedures to ensure the material information relating to the Partnership is made known to me, particularly during the period in which this quarterly report was being prepared; b) evaluated the effectiveness of the Partnership's disclosure controls and procedures as of November 30, 2002 (the "Evaluation Date"); and c) presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. I have disclosed, based on my most recent evaluation, to the Partnership's auditors and to the boards of directors of the General Partners: d) all significant deficiencies in the design or operation of internal controls which could adversely affect the Partnership's ability to record, process, summarize and report financial data and have identified for the Partnership's auditors any material weaknesses in internal controls; and e) any fraud, whether or not material, that involves management or other employees who have a significant role in the Partnership's internal controls; and 6. I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. By: /s/ Alan P. Hirmes ------------------ Alan P. Hirmes Chief Executive Officer and Chief Financial Officer January 7, 2003 Exhibit 99.1 CERTIFICATION PURSUANT TO 18.U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Cambridge + Related Housing Properties Limited Partnership (the "Partnership") on Form 10-Q for the period ending November 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alan P. Hirmes, Chief Executive Officer and Chief Financial Officer of Government Assisted Properties, Inc. and Related Housing Programs Corporation, each of which is a general partner of the Partnership, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Partnership. By: /s/Alan P. Hirmes ----------------- Alan P. Hirmes Chief Executive Officer and Chief Financial Officer January 7, 2003 -----END PRIVACY-ENHANCED MESSAGE-----