<PAGE>
December 1, 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 Edgar for Quarter Ended September 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-10Q3.DOC
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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 September 30, 1995
OR
[ ] 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 September 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 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>
September 30, December 31,
1995 1994
(Unaudited)
Assets
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 100,492 $ 350,435
Interest receivable 13,243 11,300
Other current assets - 4,518
Total current assets 113,735 366,253
Marketable securities, at fair value (Note 1)
998,850 1,024,156
Investment in Local Limited Partnerships (Note 2)
- 68,515
Total Assets $ 1,112,585 $ 1,458,924
Liabilities and Partners' Deficiency
Current liabilities:
Accounts payable to affiliate $ 6,648 $ 14,233
Accounts payable and accrued expenses21,297 33,910
Deferred credit - 450,000
Note payable and accrued interest 1,155,000 1,113,750
Total current liabilities 1,182,945 1,611,893
Note payable and accrued interest (Note 2) - 685,833
Total Liabilities 1,182,945 2,297,726
Partners' Deficiency (70,360) (838,802)
Total Liabilities and Partners'
Deficiency $ 1,112,585 $ 1,458,924
</TABLE>
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
For the Three and Nine Months Ended September 30, 1995 and 1994
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
1995 1994 1995 1994
Revenue:
<S> <C> <C> <C> <C>
Distribution $ 18,030 $ - $ 235,038 $ 80,872
Investment and other 13,610 6,602 50,515 9,615
Total Revenue 31,640 6,602 285,553 90,487
Expenses:
Loss on sale of
Local Limited Partnership - - 1,803,196 -
General and administrative (includes
reimbursements to affiliates in the
amounts of $53,898 and $57,909 in
1995 and 1994, respectively)
27,578 30,603 94,903 99,439
Interest 13,750 21,250 41,250 63,750
Asset management fees,
related party 1,803 - 23,504 10,098
Total Expenses 43,131 51,853 1,962,853 173,287
Loss before equity in income
(losses) of Local Limited
Partnerships and forgiveness
of indebtedness (11,491) (45,251) (1,677,300) (82,800)
Equity in income (losses) of Local
Limited Partnerships - (128,705) 2,962,193 (155,588)
Forgiveness of indebtedness
(Note 2) - - 108,321 -
Net Income (Loss) $ (11,491) $(173,956) $ 1,393,214 $ (238,388)
Net Income (Loss) allocated:
To General Partners $ (574) $ (8,698) $ 65,328 $ (11,919)
To Limited Partners (10,917) (165,258) 1,327,886 (226,469)
$(11,491) $ (173,956) $ 1,393,214 $ (238,388)
Net Income (Loss) per Limited
Partnership Unit
(21,915 Units) $ (0.49) $ (7.54) $ 60.59 $ (10.33)
</TABLE>
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
(Unaudited)
For the Nine Months Ended September 30, 1995
<TABLE>
<CAPTION>
Net
Unrealized
General Limited Gains
Partners Partners (Losses) 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)
Net unrealized gains on
marketable securities
available for sale - - 32,678 32,678
Net Income 65,328 1,327,886 - 1,393,214
Balance at September
30, 1995 $ (943,648) $ 865,798 $ 7,490 $ (70,360)
</TABLE>
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Nine Months Ended September 30, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Net cash used for operating activities $ (82,325) $ (62,866)
Cash flows from investing activities:
Purchases of marketable securities (860,880) (1,053,226)
Proceeds from sales and maturities
of marketable securities 915,674 1,019,477
Investments in Local Limited Partnerships - (25,000)
Deferred credit (450,000) 450,000
Cash distributions received from Local
Limited Partnerships 1,462,550 100,983
Net cash provided by investing activities 1,067,344 492,234
Cash flows from financing activities:
Cash distributions (657,450) (109,575)
Payment of note payable and accrued interest (577,512) -
Net cash used for financing activities (1,234,962) (109,575)
Net increase (decrease) in cash and
cash equivalents (249,943) 319,793
Cash and cash equivalents, beginning 350,435 70,103
Cash and cash equivalents, ending $ 100,492 $ 389,896
</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>
<CAPTION>
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
$ 715,011 $ 6,465 $ (290) $ 721,186
Mortgage backed securities 102,222 219 - 102,441
Other debt securities 174,127 1,688 (592) 175,223
Balance at September 30, 1995
$ 991,360 $ 8,372 $ (882) $ 998,850
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 September 30, 1995 are as follows:
<TABLE>
<CAPTION>
Fair
Cost Value
<S> <C> <C>
Due in one year or less $ 50,095 $ 50,195
Due in one year to five years 839,043 846,214
Mortgage backed securities 102,222 102,441
$ 991,360 $ 998,850
</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 $916,000 during the nine
months ended September 30, 1995. Gross gains of $4,284 and gross losses
of $7,474 were realized on these sales.
2. Investment in Local Limited Partnerships
As of September 30, 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 Equity Distributed Net
Local Limited Acquisition Costs in Losses (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 (713,066) (112,435) -
Pheasant Ridge 1,050,237 (997,734) (52,503) -
The Woods of Castleton2,025,681 (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 (15,957,337) (2,628,991) -
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
September 30, 1995 $ 15,681,717 $ (14,280,238) $(1,401,479) $ -
Balance at
December 31, 1994 $ 16,914,003 $ (15,679,047) $(1,166,441) $ 68,515
</TABLE>
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
Notes to the Financial Statements (continued)
(Unaudited)
2. Investment in Local Limited Partnerships (continued)
(1) Included in cash distributed is cumulative distribution income of
$789,674 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:
Summarized Balance Sheets - September 30, 1995 (Unaudited)
<TABLE>
<CAPTION>
Assets:
<S> <C>
Current assets $ 2,061,098
Other assets 4,147,934
Investment property, net 34,745,216
Total Assets $40,954,248
Liabilities and Partners' Deficiency:
Current liabilities $ 6,582,791
Other liabilities 4,448,574
Long-term debt 55,447,588
Total Liabilities 66,478,953
Partners' Deficiency (25,524,705)
Total Liabilities and
Partners' Deficiency $ 40,954,248
Summarized Income Statements - For the
Nine Months Ended September 30, 1995 (Unaudited)
Rental and other income $ 8,929,798
Expenses:
Operating 5,398,902
Interest 3,308,200
Depreciation and
amortization 1,507,021
Total Expenses 10,214,123
Net Loss $ (1,284,325)
Partnership's share of
net loss $ (1,258,460)
Other Partners' share of
net loss $ (25,865)
</TABLE>
For the nine months ended September 30, 1995, the Partnership has not
recognized $1,189,945 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.Investment 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 book s.
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 port ion 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 September 30, 1995, the Partnership had cash and cash equivalents of
$100,492 compared with $350,435 at December 31, 1994. The decrease in
cash and cash equivalents is due to purchases of marketable securities
and cash distributions paid to limited partners, offset by proceeds
received from the sales of marketable securities, cash provided by
operations, and cash distributions received from Local Limited
Partnerships.
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 book s.
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
portio n of the Partnership's original cash investment in Overland
Station.
At September 30, 1995, approximately $1,071,000 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 September 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, 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
September 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.
<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
The Partnership's results of operations for the three and nine months
ended September 30, 1995 resulted in a net loss of $11,491 and net income
of $1,393,214 as compared to net losses of $173,956 and $238,388 for the
same period in 1994. The change to a net income position during the
comparable nine month periods is primarily attributable to equity in
income recognized as a result of the sale of Overland Station and
forgiveness of indebtedness on the Overland Station note payable and
accrued interest. The se 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. In addition,
the Partnership received cash distributions from Local Limited
Partnerships whose investment balances were zero at September 30, 1995.
The improved net loss position during the comparable three month periods
is attributable to a decrease in equity in losses of Local Limited
Partnerships and to distribution income received from Local Limited
Partnerships in the current year.
The equity in losses of Local Limited Partnerships was reduced to zero
due to cumulative losses in excess of the investment in the Local Limited
Partnerships. Distribution income was received from some Local Limited
Partnerships due to improved occupancies which generated excess cash for
distribution. Please refer to the Property Discussions section for more
information on the property operations.
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 mo rtgages 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.
Buttonwood Tree Apartments, located in Wichita, Kansas, continues to be
affected by a weakened rental market with occupancy at approximately 81%
resulting in an operating deficit for the second quarter of 1995. The
Local General Partner is working on various alternatives to increase
occupancy. As of September 30, 1995, the property was 92% occupied.
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 September, 1995, the property was 95% 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 third quarter of 1995 resulting in an
operating deficit.
<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)
Pheasant Ridge, located in Moline, Illinois, continues to experience
strong occupancy and operated above break-even through the third quarter
of 1995.
Westpark Plaza, located in Chico, California, has made distributions of
excess cash in past years, but has been operating below break-even during
the past six months due to lower occupancy and higher turnover costs.
The Local General Partner expects operations to improve as occupancy has
risen to 98% at September 30, 1995.
Bear Creek Apartments in Asheville, North Carolina and Park Hill
Apartments in Lexington, 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. Please refer to 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 September 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. December 1, 1995
By: Fred N. Pratt, Jr.
President, Chief Executive Officer
and Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 100,492
<SECURITIES> 998,850
<RECEIVABLES> 13,243
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,112,585
<CURRENT-LIABILITIES> 1,182,945
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (70,360)
<TOTAL-LIABILITY-AND-EQUITY> 1,112,585
<SALES> 0
<TOTAL-REVENUES> 285,553 <F1>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 118,407 <F2>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 41,250
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 108,321
<CHANGES> 0
<NET-INCOME> 1,393,214 <F3>
<EPS-PRIMARY> $60.59
<EPS-DILUTED> 0
<FN>
<F1>Represents Distribution income of $235,038 and Investment and other
income of $50,515.
<F2>Includes $94,903 of General and administrative expenses and $23,504
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>
