<PAGE>
December 4, 1995
Securities and Exchange Commission
Filer Support, Edgar
Operation Center, Stop 0-7
6432 General Green Way
Alexandria, VA 22312
Re: Boston Financial Apartments Associates, L.P.
Report on Form 10-Q/A Edgar for Quarter Ended June 30, 1995
File No. 0-10057
Dear Sir/Madam:
Pursuant to the requirements of Rule 901(d) of Regulation S-T, enclosed
is one copy of subject report.
Please stamp and return the enclosed copy of this letter in the enclosed
stamped, self-addressed envelope to acknowledge receipt of this filing.
Very truly yours,
Marie D. Ricciardi
Assistant Controller
BFAA-10Q2A.DOC
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
For Quarter Ended June 30, 1995 Commission file number 0-10057
Boston Financial Apartments Associates, L.P.
(Exact name of registrant as specified in its charter)
Delaware 04-2734133
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
101 Arch Street, Boston Massachusetts 02110-1106
(Address ofprincipal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (617) 439-3911
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 .
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
BALANCE SHEETS
<TABLE>
June 30, December 31,
1995 1994
(Unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 184,637 $ 350,435
Interest receivable 14,423 11,300
Other current assets 1,505 4,518
Total current assets 200,565 366,253
Marketable securities,
at fair value (Note 1) 936,957 1,024,156
Investment in Local
Limited Partnerships (Note 2) - 68,515
Total Assets $1,137,522 $1,458,924
Liabilities and Partners' Deficiency
Current liabilities:
Accounts payable to affiliate $ 21,701 $ 10,251
Accounts payable and accrued expenses 34,246 37,892
Deferred credit (Note 2) - 450,000
Note payable and accrued interest 1,141,250 1,113,750
Total current liabilities 1,197,197 1,611,893
Note payable and accrued interest (Note 2) - 685,833
Total Liabilities 1,197,197 2,297,726
Partners' Deficiency (59,675) (838,802)
Total Liabilities and
Partners' Deficiency $1,137,522 $1,458,924
</TABLE>
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
For the Three and Six Months Ended June 30, 1995 and 1994
<TABLE>
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenue:
Distribution $ 100,301 $ 59,967 $ 217,008 $ 80,872
Investment and other 13,888 1,761 36,905 3,013
Total Revenue 114,189 61,728 253,913 83,885
Expenses:
Loss on sale of Local
Limited Partnership - - 1,803,196 -
General and administrative
(includes reimbursements
to an affiliate in the
amounts of $39,539 and $29,788
in 1995 and 1994,
respectively) 37,193 31,767 67,325 68,836
Interest 13,750 21,250 27,500 42,500
Asset management fee,
related party 10,030 5,997 21,701 10,098
Total Expenses 60,973 59,014 1,919,722 121,434
Income (Loss) before equity
in income(losses) of
Local Limited Partnerships
and forgiveness of
indebtedness 53,216 2,714 (1,665,809) (37,549)
Equity in income(losses)
of Local Limited
Partnerships - (26,409) 2,962,193 (26,883)
Forgiveness of
indebtedness (Note 2) - - 108,321 -
Net Income (Loss) $ 53,216 $ (23,695) $1,404,705 $ (64,432)
Net Income (Loss) allocated:
To General Partners $ 2,660 $ (1,185) $ 65,902 $ (3,222)
To Limited Partners 50,556 (22,510) 1,338,803 (61,210)
$ 53,216 $ (23,695) $1,404,705 $ (64,432)
Net Income (Loss)
per Limited Partnership
Unit (21,915 Units) $ 2.31 $ (1.03) $ 61.09 $ (2.79)
</TABLE>
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
(Unaudited)
For the Six Months Ended June 30, 1995
<TABLE>
Net
Unrealized
General Limited Gains
Partners Partners (Losses) Total
<S> <C> <C> <C> <C>
Balance at December 31, 1995 $(1,008,976) $ 195,362 $(25,188) $ (838,802)
Cash Distribution - (657,450) - (657,450)
Net unrealized gains on
marketable securities
available for sale - - 31,872 31,872
Net Income 65,902 1,338,803 - 1,404,705
Balance at June 30, 1995 $ (943,074) $ 876,715 $ 6,684 $ (59,675)
</TABLE>
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
For The Six Months Ended June 30, 1995 and 1994
<TABLE>
1995 1994
<S> <C> <C>
Net cash used for operating activities $ (42,824) $ (45,133)
Cash flows from investing activities:
Purchases of marketable securities (564,241) (640,086)
Proceeds from sales and maturities of
marketable securities 681,709 736,749
Deferred Credit (450,000) -
Cash distributions received from
Local Limited Partnerships 1,444,520 100,983
Net cash provided by investing activities 1,111,988 197,646
Cash flow from financing activities:
Cash distribution (657,450) -
Payment of note payable and accrued interest (577,512) -
Net cash used for financing activities (1,234,962) -
Net increase (decrease) in cash
and cash equivalents (165,798) 152,513
Cash and cash equivalents, beginning 350,435 70,103
Cash and cash equivalents, ending $ 184,637 $ 222,616
</TABLE>
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
Notes to the Financial Statements
(Unaudited)
The unaudited financial statements presented herein have been prepared in
accordance with the instructions to Form 10-Q and do not include all of
the information and note disclosures required by generally accepted
accounting principles. These statements should be read in conjunction
with the financial statements and notes thereto included with the
Partnership's 10-K for the year ended December 31, 1994. In the opinion
of management, these financial statements include all adjustments,
consisting only of no rmal recurring adjustments, necessary to present
fairly the Partnership's financial position and results of operations.
The results of operations for the periods may not be indicative of the
results to be expected for the year. Certain reclassifications have been
made to prior period financial statements to conform to current period
classifications.
1. Marketable Securities
A summary of marketable securities is as follows:
<TABLE>
Gross Gross
Unrealized Unrealized Fair
Cost Gains Losses Value
<S> <C> <C> <C> <C>
Debt securities issued by
the US Treasury and other
US government corporations
and agencies $ 492,624 $ 8,096 $ - $ 500,720
Mortgage backed securities 246,051 1,249 (3,451) 243,849
Other debt securities 191,598 1,626 (836) 192,388
Balance at June 30, 1995 $ 930,273 $ 10,971 $(4,287) $ 936,957
Debt securities issued by
the US Treasury and other
US government corporations
and agencies $ 562,213 $ 947 $ (7,639) $ 555,521
Mortgage backed securities 255,807 64 (13,714) 242,157
Other debt securities 231,324 - (4,846) 226,478
Balance at December 31, 1994 $1,049,344 $ 1,011 $(26,199) $1,024,156
</TABLE>
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
Notes to the Financial Statements (continued)
(Unaudited)
1. Marketable Securities (continued)
The contractual maturities at June 30, 1995 are as follows:
Fair
Cost Value
Due in one year or less $ 44,424 $ 45,133
Due in one year to five years 639,798 647,975
Mortgage backed securities 246,051 243,849
$ 930,273 $ 936,957
Actual maturities may differ from contractual maturities because some
issuers have the right to call or prepay obligations. Proceeds from the
sales of fixed maturities were approximately $682,000 during the six
months ended June 30, 1995. Gross gains of $2,425 and gross losses of
$4,028 were realized on these sales.
2. Investment in Local Limited Partnerships
As of June 30, 1995 and December 31, 1994, the Partnership's investments
in Local Limited Partnerships, at cost, were as follows:
<TABLE>
Capital Contributions Total Cash
and Related Equity Distributed Net
Local Limited Acquisition Costs in Loss (Cumulative) Investment
Partnerships (Cumulative) (Cumulative) (1) at Equity
<S> <C> <C> <C> <C>
Bear Creek $ 796,556 $ (290,570) $ (505,986) $ -
Buttonwood Tree 1,482,996 (1,482,996) - -
Captain's Landing 1,057,682 (1,057,682) - -
Chelsea Village 2,076,589 (2,076,589) - -
Mountain View 422,593 (422,593) - -
Oakdale Manor 1,522,621 (1,522,621) - -
Oakwood Terrace 614,643 (614,643) - -
Overland Station 1,232,286 (4,774) (1,227,512) -
Park Hill 825,501 (731,096) (94,405) -
Pheasant Ridge 1,050,237 (997,734) (52,503) -
The Woods of
Castleton 2,025,681 (2,025,681) - -
Westpark Plaza 1,846,469 (1,115,914) (730,555) -
Woodbridge 1,077,161 (1,077,161) - -
Woodmeade South 1,619,452 (1,619,452) - -
Youngstoun 935,861 (935,861) - -
Subtotal 18,586,328 (15,975,367) (2,610,961) -
Less dispositions:
Overland Station (1,232,286) 4,774 1,227,512 -
Captain's Landing (1,057,682) 1,057,682 - -
Oakwood Terrace (614,643) 614,643 - -
Balance at
June 30, 1995 $15,681,717 $(14,298,268) $(1,383,449) $ -
Balance at
December 31, 1994 $16,914,003 $(15,679,047) $(1,166,441) $ 68,515
</TABLE>
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
Notes to the Financial Statements (continued)
(Unaudited)
2. Investments in Local Limited Partnerships (continued)
(1) Included in cash distributed is cumulative distribution income
of $771,644 which was received from four Local Limited Partnerships with
carrying values of zero.
Summarized financial information from the combined financial statements
of all Local Limited Partnerships in which the Partnership has invested
is as follows:
<TABLE>
Summarized Balance Sheets - June 30, 1995 (Unaudited)
<S> <C>
Assets:
Investment property, net $ 35,367,320
Current assets 1,582,834
Other assets 4,096,137
Total Assets $ 41,046,291
Liabilities and Partners' Deficiency:
Long-term debt $ 55,521,948
Current liabilities 6,233,891
Other liabilities 4,236,000
Total Liabilities 65,991,839
Partners' Deficiency (24,945,548)
Total Liabilities and
Partners' Deficiency $ 41,046,291
Summarized Income Statements - For the
Six Months Ended June 30, 1995 (Unaudited)
Rental and other income $ 5,877,448
Expenses:
Operating 3,477,574
Interest 2,215,398
Depreciation and amortization 1,010,544
Total Expenses 6,703,516
Net Loss $ (826,068)
Partnership's share of net loss $ (808,728)
Other Partners' share of net loss $ (17,340)
</TABLE>
For the six months ended June 30, 1995, the Partnership has not
recognized $740,213 of equity in losses relating to thirteen Local
Limited Partnerships where cumulative equity in losses and cumulative
distributions have exceeded its total investments.
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
Notes to the Financial Statements (continued)
(Unaudited)
2. Investments in Local Limited Partnerships (continued)
The Managing General Partner of Overland Station Investment Company sold
the property on January 12, 1995. From the sale, the Partnership has
recognized $3,049,335 of equity in income. This amount was offset by
the recognition of $18,627 of previously unrecognized equity in losses.
Also, as a result of the sale, the Partnership has recognized a loss on
the sale of Overland Station in the amount of $1,803,196. This amount
represents the Local Limited Partnership's net book value on the
Partnership's books.
The Partnership received sales proceeds in the amount of $1,227,512.
The Partnership used a portion of the sales proceeds to pay down
$577,512 of an acquisition note payable and accrued interest which
totaled $685,842. The $108,821 balance of these obligations has been
forgiven and is recorded as such on the Partnership's financial
statements. The Partnership has distributed the balance of the sales
proceeds plus accrued interest in the amount of $657,450. This
distribution represents a return of a portion of the Partnership's
original cash investment in Overland Station.
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
At June 30, 1995, the Partnership had cash and cash equivalents of
$184,637 compared with $350,435 at December 31, 1994. The $165,798
decrease in cash and cash equivalents is partly a result of cash
distributions paid to limited partners of $657,450 in excess of cash
distributions received from Local Limited Partnerships of $217,008, and
cash flow from operations.
The Managing General Partner of Overland Station Investment Company sold
the property on January 12, 1995. From the sale, the Partnership has
recognized $3,049,335 of equity in income. This amount was offset by
the recognition of $18,627 of previously unrecognized equity in losses.
Also, as a result of the sale, the Partnership has recognized a loss on
the sale of Overland Station in the amount of $1,803,196. This amount
represents the Local Limited Partnership's net book value on the
Partnership's books.
The Partnership received sales proceeds in the amount of $1,227,512.
The Partnership used a portion of the sales proceeds to pay down
$577,512 of an acquisition note payable and accrued interest which
totaled $685,842. The $108,821 balance of the obligations has been
forgiven and is recorded as such on the Partnership's financial
statements. The Partnership has distributed the balance of the sales
proceeds plus accrued interest in the amount of $657,450. This
distribution represents a return of a portion of the Partnership's
original cash investment in Overland Station.
At June 30, 1995, approximately $1,066,000 has been reserved and is
invested in various securities. The reserves as defined in the
Partnership Agreement were established to be used for working capital of
the Partnership and contingencies related to the ownership of Local
Limited Partnership interests. Reserves may be used to fund Partnership
operating deficits, if the Managing General Partner deems funding
appropriate in order to protect its investment.
As of June 30, 1995, investment in Local Limited Partnerships decreased
to zero from $68,515 at December 31, 1994. This decrease is
attributable to equity in losses and cash distributions, net of
distribution income from the Local Limited Partnerships.
The General Partner is currently attempting to negotiate an extension
with the lender of the Oakdale Manor note payable which was due on April
1, 1995. However, no assurances can be made that the Partnership will
be able to negotiate an extension on terms acceptable to both parties.
If the General Partner is unable to negotiate an extension, it is
prepared to relinquish its limited partnership interest in Oakdale to
the lender. If the Partnership does relinquish its interest in Oakdale,
there will be no effect to the Partnership's financial statements.
Since the Partnership has invested as a limited partner in all Local
Limited Partnerships, it has no contractual duty to provide additional
funds to Local Limited Partnerships beyond its specified investment. At
June 30, 1995, it did not have any contractual or other obligation to
any Local Limited Partnership which had not been paid or provided for.
Future cash distributions will be derived almost exclusively from
distributions of net cash provided by operations of the Local Limited
Partnerships. Such cash is not expected to be significant in 1995, and
therefore, there is no assurance that adequate cash will be available to
warrant cash distributions in future years.
Results of Operations
The Partnership's results of operations for the six months ended June
30, 1995 resulted in net income of $1,404,705 as compared to a net loss
of $64,432 for the same period in 1994. The change to a net income
position is primarily attributable to equity in income and forgiveness
of indebtedness recognized by the Partnership as a
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations (continued)
result of the Overland Station sale. These amounts were partially
offset by a loss on sale in the amount of $1,803,196, which represented
the Local Limited Partnership's net book value on the Partnership's
books.
The Partnership's results of operations for the three months ended June
30, 1995 resulted in a net income of $53,216 as compared to a net loss
of $23,695 for the same period in 1994. The change to a net income
position is primarily attributable to an increase in distribution income
received from Local Limited Partnerships whose investment balances were
zero and a decrease in equity in losses of Local Limited Partnerships
for the comparable three month periods. The decrease in equity in
losses of Local Limited Partnerships is the result of the carrying
value of the investments in all Local Limited Partnerships being equal
to zero for the three months ended June 30, 1995. To the extent that
equity in losses are incurred when the Partnership's carrying value of
the respective Local Limited Partnership has been reduced to a zero
balance, the losses are suspended and will be offset against future
income.
Property Discussions
HUD has a new program to sell all performing and non-performing
mortgages in a public auction process that is scheduled to take place on
a region-by-region basis over the next few years. The mortgages of
Woodmeade South Apartments and Mountain View Apartments were included in
the South East Region auction during the first quarter of 1995. The
continued feasibility of these properties may depend on the ability of
the local general partner or the Partnership or their respective
affiliates to purchase the mortgages or to negotiate a satisfactory
arrangement with the buyer. The mortgages of the Oakdale Manor, Woods
of Castleton, and Chelsea Village may be included in a future auction.
The local general partner of Woodmeade South Apartments and Mountain
View Apartments reported that it filed for bankruptcy protection for
these two properties during the first quarter of 1995. These bankruptcy
filings appear to be related to the above described HUD mortgage
auctions. It is not currently clear whether these bankruptcy filings
will have any adverse impact on the two local limited partnerships.
These filings will not result in a material loss for the Partnership
since the Partnership's carrying value of these investments is zero.
Buttonwood Tree Apartments, located in Wichita, Kansas, continues to be
affected by a weakened rental market with occupancy at approximately 83%
resulting in an operating deficit for the second quarter of 1995. The
Local General Partner is looking at alternatives to increase occupancy.
Woodbridge Apartments II, located in Bloomington, Indiana, has been
operating at a deficit. The property refinanced its mortgage with HUD
in 1994 which resulted in a reduction of the interest rate to 8.75% from
9.75%. As of June 30, 1995, the property was 93% occupied.
Youngstoun Apartments II, located in Hagerstown, Maryland, completed the
refinancing of its mortgage in late 1992. The lower interest rate
obtained through the refinancing has allowed the property to operate
above break-even in the past; however, the property has experienced a
low level of occupancy through the second quarter of 1995 resulting in
an operating deficit.
Pheasant Ridge, located in Moline, Illinois, continues to experience
strong occupancy and operated above break-even for the second quarter of
1995.
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Property Discussions (continued)
Bear Creek Apartments in Asheville, North Carolina, Park Hill Apartments
in Lexington, Kentucky and Westpark Plaza in Chico, California have
generated steady cash flows and have made distributions of excess cash
in past years. These properties continue to operate satisfactorily and
management believes they will continue to distribute cash to the
Partnership, although no assurance can be given in this regard.
Property Dispositions
The Managing General Partner of Overland Station Investment Company sold
the property on January 12, 1995. See Note 2 in the Financial
Statements for further details.
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
PART II OTHER INFORMATION
Items 1-5 Not applicable
Item 6 Exhibits and reports on Form 8-K
(a) Exhibits - None
(b) Reports on Form 8-K - No reports on Form 8-K were filed during the
quarter ended June 30, 1995.
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
SIGNATURE
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.
BOSTON FINANCIAL APARTMENTS
ASSOCIATES, L.P.
By: BFTG Residential Properties, Inc.
its Managing General Partner
/s/ Fred N. Pratt, Jr. Dated: December 4, 1995
By: Fred N. Pratt, Jr.
President, Chief Executive Officer
and Director
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 184,637
<SECURITIES> 936,957
<RECEIVABLES> 14,423
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,505
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,137,522
<CURRENT-LIABILITIES> 1,197,197
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (59,675)
<TOTAL-LIABILITY-AND-EQUITY> 1,137,522
<SALES> 0
<TOTAL-REVENUES> 253,913 <F1>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 89,026 <F2>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 27,500
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 108,321
<CHANGES> 0
<NET-INCOME> 1,404,705 <F3>
<EPS-PRIMARY> $(61.08)
<EPS-DILUTED> 0
<FN>
<F1>Represents Distribution income of $217,008 and Investment and other
income of $36,905.
<F2>Includes $67,325 of General and administrative expenses and $21,701
of Asset management fees.
<F3>This amount reflects Equity in income of Local Limited
Partnerships of $2,962,193 and Loss on sale of Local Limited
Partnership of $1,803,196.
</FN>
