x

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2003

or

o

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 incorporation)

(I.R.S. Employer Identification No.)

6160 South Syracuse Way, Greenwood Village, Colorado 80111

(Address of principal executive offices)

303.741.3707

Registrant’s telephone number, including area code

Yes   x

No   o

Yes   x

No   o

Pages

PART I.

FINANCIAL INFORMATION

Item 1.

Financial Statements (unaudited)

Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2003 and 2002

1

Condensed Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002

2

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2002

3

Notes to Condensed Consolidated Financial Statements

4 - 9

Item 2.

Management Discussion and Analysis of Financial Condition and Results of Operations

10 - 16

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

17

Item 4.

Controls and Procedures

17

PART II.

OTHER INFORMATION

17

SIGNATURE

23

CERTIFICATIONS

24 - 25

PART I.

FINANCIAL INFORMATION

Item 1.

Financial Statements

Three Months Ended
March 31,

2003

2002

Revenues:

Rental income

$

63,432

$

61,936

Interest income

2,806

2,752

Management fee and other income

(94

)

466

66,144

65,154

Expenses:

Property operating and maintenance

19,707

18,445

Real estate taxes

4,335

4,214

Depreciation and amortization

17,683

16,277

Administrative

3,102

3,367

Interest and related amortization

16,702

16,800

61,529

59,103

Income before gain on disposition of properties and distribution

4,615

6,051

Gain on disposition of properties

—  

1,164

Distribution to preferred OP Unitholders

(1,523

)

(1,523

)

Income from continuing operations

3,092

5,692

Discontinued operations:

Income from discontinued operations

764

1,762

Gain on disposition of properties

459

—  

Income from discontinued operations

1,223

1,762

Income before cumulative effect of accounting change

4,315

7,454

Cumulative effect of accounting change

—  

(1,014

)

Net income attributable to common OP Unitholders

$

4,315

$

6,440

Net income attributable to common OP Unitholders:

General partner

$

3,622

$

5,364

Limited partners

693

1,076

$

4,315

$

6,440

Earnings per OP Unit - basic

Income from continuing operations

$

0.09

$

0.16

Income from discontinued operations

0.03

0.05

Income before cumulative effect of accounting change

0.12

0.21

Cumulative effect of accounting change

—  

(0.03

)

Net income attributable to common OP Unitholders

$

0.12

$

0.18

Weighted average common OP Units -  basic

34,969

35,042

Earnings per OP Unit - diluted

Income from continuing operations

$

0.09

$

0.16

Income from discontinued operations

0.03

0.05

Income before cumulative effect of accounting change

0.12

0.21

Cumulative effect of accounting change

—  

(0.03

)

Net income attributable to common OP Unitholders

$

0.12

$

0.18

Weighted average common OP Units - diluted

34,977

35,201

March 31,
2003
(Unaudited)

December 31,
2002

ASSETS

Rental property:

Land

$

199,328

$

207,137

Land and improvements for expansion sites

42,596

41,751

Depreciable property, net

1,395,074

1,433,327

1,636,998

1,682,215

Less:  accumulated depreciation

351,169

346,583

Net rental property

1,285,829

1,335,632

Rental property held for sale

39,177

6,004

Cash and cash equivalents

4,013

2,025

Rents and other receivables, net

5,092

5,304

Notes receivable

43,388

42,611

Investments in and advances to affiliates

106,408

112,054

Prepaid expenses and other assets

13,766

11,358

Total assets

$

1,497,673

$

1,514,988

LIABILITIES

Debt

$

1,006,573

$

1,013,809

Accrued interest payable

14,306

13,911

Accounts payable and accrued expenses

16,009

15,248

Rents received in advance and security deposits

19,246

16,266

Distributions payable

20,006

20,038

Total liabilities

1,076,140

1,079,272

PARTNERS’ CAPITAL

Partners’ Capital, Unlimited Authorized Units:

34,968,393 and 35,053,070, Common OP Units outstanding at March 31, 2003 and December 31, 2002, respectively 1,500,000 Preferred OP Units outstanding at March 31, 2003 and December 31, 2002, respectively

—  

—  

General Partner

290,577

301,239

Limited Partners

57,999

61,520

Preferred OP Units, Series A

72,957

72,957

Total partners’ capital

421,533

435,716

Total liabilities and partners’ capital

$

1,497,673

$

1,514,988

Three Months Ended
March 31,

2003

2002

Cash flows from operating activities:

Net income attributable to common OP Unitholders

$

4,315

$

6,440

Adjustments to reconcile net income to net cash provided by operating activities:

Non-cash items included in discontinued operations

218

620

Equity in loss of CSI

622

472

Share of loss from N’Tandem

27

130

Net gain on disposition of properties - continuing operations

—  

(1,164

)

Cumulative effect of accounting change

—  

1,014

Bad debt expense

188

464

Depreciation and amortization from continuing operations

17,683

16,277

Amortization of debt issuance costs

1,111

735

Decrease in operating assets

176

2,463

Increase in operating liabilities

1,264

3,273

Net cash provided by operating activities

25,604

30,724

Cash flows from investing activities:

Net proceeds from dispositions of rental properties

4,067