<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 March 31, 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
<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 March 31, 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 March 31, 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 Identification No.)
incorporation or organization)
101 Arch Street, Boston, Massachusetts 02110-1106
(Address of principal 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>
<CAPTION>
March 31, December 31,
1995 1994
(unaudited)
Assets
Current assets:
<S> <C> <C>
Cash and cash equivalents $ - $ 350,435
Interest receivable 12,099 11,300
Other current assets 3,012 4,518
Total current assets 15,111 366,253
Marketable securities, at fair value (Note 1) 1,053,151 1,024,156
Investment in Local Limited Partnerships (Note 2) - 68,515
Total Assets $ 1,068,262 $ 1,458,924
Liabilities and Partners' Deficiency
Accounts payable to affiliate 42,243 10,251
Accounts payable and accrued expenses 29,823 37,892
Deferred credit - 450,000
Note payable and accrued interest 1,127,500 1,113,750
Total current liabilities 1,199,566 1,611,893
Note payable and accrued interest (Note 2) - 685,833
Total Liabilities 1,199,566 2,297,726
Partners' Deficiency (131,304) (838,802)
Total Liabilities and Partners' Deficiency $1,068,262 $ 1,458,924
</TABLE>
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
STATEMENTS OF OPERATIONS
(unaudited)
For the Three Months Ended March 31, 1995 and 1994
1995 1994
Revenue:
[S] [C] [C]
Distribution $ 116,707 $ 20,905
Investment and other 23,017 1,252
Total Revenue 139,724 22,157
Expenses:
Loss on sale of Local Limited Partnership 1,803,196 -
General and administrative (includes
reimbursements to affiliate in the
amounts of $15,209 and $15,635) 30,132 37,069
Interest 13,750 21,250
Asset management fee - related party 11,671 4,101
Total Expenses 1,858,749 62,420
Loss before equity in income (losses)
of Local Limited Partnerships
and forgiveness of indebtedness (1,719,025) (40,263)
Equity in income (losses) of
Local Limited Partnerships 2,962,193 (474)
Forgiveness of indebtedness (Note 2) 108,321 -
Net Income (Loss) $ 1,351,489 $ (40,737)
Net Income (Loss) allocated:
To General Partners $ 63,242 $ (2,037)
To Limited Partners 1,288,247 (38,700)
$ 1,351,489 $ (40,737)
Net Income (Loss) per Limited Partnership Unit
(21,915 Units) $58.78 $(1.77)
[/TABLE]
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
(unaudited)
For the Three Months Ended March 31, 1995
<TABLE>
<CAPTION>
Unrealized
General Limited Gains
Partners Partners (Losses) Total Total
<S> <C> <C> <C> <C>
Balance at December 31, 1994 $(1,008,976) $ 195,362 $ (25,188)$ (838,802)
Cash distribution - (657,450) - (657,450)
Unrealized gain on marketable
securities available for sale - - 13,459 13,459
Net income 63,242 1,288,247 - 1,351,489
Balance at March 31, 1995 $ (945,734) $ 826,149 $ (11,729)$ (131,304)
</TABLE>
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
(unaudited)
For The Three Months Ended March 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Net cash provided by (used for)
operating activities $ 4,744 $ (12,330)
Cash flows from investing activities:
Purchases of marketable securities (483,978) (479,882)
Proceeds from sales and maturities of
marketable securities 469,542 421,524
Deferred credit (450,000) -
Cash distributions received from Local
Limited Partnerships 1,344,219 41,015
Net cash provided by (used for)
investing activities 879,783 (17,343)
Cash flows 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 decrease in cash and cash equivalents (350,435) (29,673)
Cash and cash equivalents, beginning 350,435 70,103
Cash and cash equivalents, ending $ - $ 40,430
</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 normal 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
As of January 1, 1994, the Partnership adopted Statement of Financial
Accounting Standards Number 115 - Accounting For Certain Investments in
Debt and Equity Securities. Under this statement, the Partnership's
marketable securities are classified as "Available for Sale" securities
and reported at fair value as reported by the brokerage firm at which
the securities are held. All marketable securities have fixed
maturities. Realized gains or losses from the sales of securities are
based on the specific identification method. Unrealized gains and
losses are excluded from earnings and reported in separate components of
partners' equity. A reconciliation from cost to fair value is as
follows:
Gross Gross
Unrealized Unrealized Fair
Cost Gains Losses Value
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Debt securities issued by the US
Treasury and other US government
corporations and agencies $ 599,801 $ 1,300 $ (3,573) $ 597,528
Mortgage backed securities 254,084 787 (8,648) 246,223
Other debt securities 210,995 282 (1,877) 209,400
Balance at March 31, 1995 $1,064,880 $ 2,369 $(14,098) $ 1,053,151
Balance at December 31, 1994 $1,049,344 $ 1,011 $(26,199) $ 1,024,156
</TABLE>
The contractual maturities at March 31, 1995 are as follows:
<TABLE>
<CAPTION>
Fair
Cost Value
<S> <C> <C>
Due in one year or less $ 137,615 $ 135,399
Due in one year to five years 772,271 764,404
Due in five years to ten years - -
Due after ten years 154,994 153,348
$1,064,880 $1,053,151
</TABLE>
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 $470,000 during the first
quarter of 1995. Gross gains of $1,999 and gross losses of $899 were
realized on those sales.
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
Notes to the Financial Statements (continued)
(unaudited)
2. Investments in Local Limited Partnerships
As of March 31, 1995 and December 31, 1994, the Partnership's
investments in Local Limited Partnerships, at cost, were as follows:
<TABLE>
<CAPTION>
Capital Contributions Total Cash
and Related Acquisition Equity Distributed Net
Local Limited 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 (1,216,215) (630,254) -
Woodbridge 1,077,161 (1,077,161) - -
Woodmeade South 1,619,452 (1,619,452) - -
Youngstoun 935,861 (935,861) - -
Subtotal 18,586,328 (16,075,668) (2,510,660) -
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
March 31, 1995 $ 15,681,717 $(14,398,569) $(1,283,148) $ -
Balance at
December 31, 1994$16,914,003 $(15,679,047) $(1,116,441) $68,515
</TABLE>
(1) Included in cash distributed is cumulative distribution income
of $671,343 which was received from four Local Limited Partnerships
with carrying values of zero.
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
Notes to the Financial Statements (continued)
(unaudited)
2. Investments in Local Limited Partnerships (continued)
Summarized financial information from the combined financial
statements of all Local Limited Partnerships in which the Partnership
has invested is as follows:
<TABLE>
<CAPTION>
Summarized Balance Sheets March 31, 1995
Assets:
<S> <C>
Investment property, net $ 35,833,234
Current assets 1,429,112
Other assets 4,290,550
Total Assets $ 41,552,896
Liabilities and Partners' Deficiency:
Long-term debt $ 55,694,915
Current liabilities 5,457,480
Other liabilities 4,755,386
Total Liabilities 65,907,781
Partners' Deficiency (24,354,885)
Total Liabilities and Partners' Deficiency $ 41,552,896
Summarized Income Statements -
For the Three Months Ended March 31, 1995
Rental and other income $ 2,911,251
Expenses:
Operating 1,617,804
Interest 1,124,503
Depreciation and amortization 506,131
Total Expenses 3,248,438
Net Loss $ (337,187)
Partnership's share of net loss $(329,822)
Other Partners' share of net loss $(7,365)
</TABLE>
For the three months ended March 31, 1995, the Partnership has not
recognized $261,303 of equity in losses relating to twelve Local Limited
Partnerships where cumulative equity in losses and cumulative
distributions have exceeded its total investments.
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 of 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.
<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 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 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 March 31, 1995 the Partnership had cash and cash equivalents of
zero compared with $350,435 at December 31, 1994. The $350,435 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 $116,707, 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 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 March 31, 1995, approximately $981,000 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 March 31, 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,
this will have no effect on 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
March 31, 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 three months ended March
31, 1995 resulted in net income of $1,351,489 as compared to a net loss
of $40,737 for the same period in 1994. The change to a net income
position is primarily attributable to equity in income and forgiveness
of indebtedness income recognized by the Partnership as a result of the
Overland Station sale. These amounts were partially offset by a loss on
the sale in the amount of
<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)
$1,803,196 which represented the Local Limited Partnership's net book
value on the Partnership's books. In addition, the Partnership received
larger cash distributions from Local Limited Partnerships whose
investment balances were zero at March 31, 1995.
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 which occurred in March, 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 on March 24, 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, has been
affected by a weakened rental market with occupancy at approximately 81%
resulting in an operating deficit for the first 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 March 31, 1995, the property was 92% occupied.
Youngstoun Apartments II, located in Hagerstown, Maryland, completed the
refinancing of its mortgage in late 1992. Although the lower interest
rate obtained through the refinancing has allowed the property to
operate above break-even in the past, a significant decrease in
occupancy for the first quarter of 1995 resulted in an operating
deficit.
Pheasant Ridge, located in Moline, Illinois, continues to experience
strong occupancy and operated above break-even for the first quarter of
1995.
Bear Creek Apartments in Asheville, North Carolina, Park Hill Apartments
in Lexington, Kentucky and Westpark Plaza in Chico, California have
generated steady cash flow 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 March 31, 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
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 0
<SECURITIES> 1,053,151
<RECEIVABLES> 12,099
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,012
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,068,262
<CURRENT-LIABILITIES> 1,199,566
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (131,304)
<TOTAL-LIABILITY-AND-EQUITY> 1,068,262
<SALES> 0
<TOTAL-REVENUES> 139,724 <F1>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 41,803 <F2>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,750
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 108,321
<CHANGES> 0
<NET-INCOME> 1,351,489<F3>
<EPS-PRIMARY> $ 58.78
<EPS-DILUTED> 0
<FN>
<F1>Represents Distribution revenue of $116,707 and Investment and other
revenue of $23,017.
<F2>Includes $30,121 of General and administrative
expenses and $11,671 of Asset management fees.
<F3>This amount reflects Equity in income of Local Limited Partnerships of $2,962,193 and Loss on
Sale of Limited Partnership of $1,803,196.
</FN>
