May 14, 1997
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 March 31, 1997
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.
Very truly yours,
/s/ Veronica Curioso
Veronica Curioso
Assistant Controller
BFAA-10Q1.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 March 31, 1997
--------------------------------------------
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 March 31, 1997 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 incorporation or (I.R.S.Employer Id No.)
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>
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BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
- ----------------------------------------------------------------------------
(A Limited Partnership)
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Page No.
- ------------------------------ --------
Item 1. Financial Statements
Balance Sheets - March 31, 1997 (Unaudited)
and December 31, 1996 1
Statements of Operations (Unaudited) - For the Three
Months Ended March 31, 1997 and 1996 2
Statement of Changes in Partners' Equity (Deficiency)
(Unaudited) -For the Three Months Ended March 31, 1997 3
Statements of Cash Flows (Unaudited) - For the Three
Months Ended March 31, 1997 and 1996 4
Notes to the Financial Statements (Unaudited) 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II - OTHER INFORMATION
Items 1-6 9
SIGNATURE 10
<PAGE>
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BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
- ------------------------------------------------------------------------------
(A Limited Partnership)
BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
(Unaudited)
Assets
<S> <C> <C>
Cash and cash equivalents $ 158,085 $ 124,878
Interest receivable 6,660 11,175
Marketable securities, at fair value 756,327 723,855
Other assets 3,051 3,560
Investments in Local Limited Partnerships (Note 1) - -
----------- -----------
Total Assets $ 924,123 $ 863,468
=========== ===========
Liabilities and Partners' Deficiency
Liabilities:
Accounts payable to affiliate $ 31,761 $ 17,641
Accounts payable and accrued expenses 23,920 21,114
Notes payable and accrued interest 1,237,500 1,223,750
----------- -----------
Total Liabilities 1,293,181 1,262,505
Partners' Deficiency (369,058) (399,037)
----------- -----------
Total Liabilities and Partners' Deficiency $ 924,123 $ 863,468
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE>
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BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
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(A Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended March 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
-------------- ---------
<S> <C> <C>
Revenue:
Distribution $ 63,815 $ 16,668
Investment and other 12,117 14,178
-------------- --------------
Total Revenue 75,932 30,846
-------------- --------------
Expenses:
General and administrative expense (includes
reimbursement to affiliate in the amounts of
$16,055 and $23,466 in 1997 and 1996, respectively) 26,096 35,773
Interest 13,750 13,750
Management Fees, related party 1,635 1,667
-------------- --------------
Total Expenses 41,481 51,190
-------------- --------------
Net Income (loss) $ 34,451 $ (20,344)
============== ==============
Net Income (loss) allocated:
To the General Partners $ 1,723 $ (1,017)
To the Limited Partners 32,728 (19,327)
-------------- --------------
$ 34,451 $ (20,344)
============== ==============
Net Income (Loss) per Limited Partnership
Unit (21,915 Units) $ 1.49 $ (.88)
============== =============
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE>
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BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
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(A Limited Partnership)
STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
(Unaudited)
For the Three Months Ended March 31, 1997
<TABLE>
<CAPTION>
Net
Unrealized
General Limited Gains
Partners Partners (Losses) Total
<S> <C> <C> <C> <C>
Balance at December 31, 1996 $ (907,980) $ 508,940 $ 3 $ (399,037)
Net change in net unrealized
gains on marketable securities
available for sale - - (4,472) (4,472)
Net income 1,723 32,728 - 34,451
------------ ----------- ----------- ------------
Balance at March 31, 1997 $ (906,257) $ 541,668 $ (4,469) $ (369,058)
============ =========== =========== ============
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE>
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BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
- ------------------------------------------------------------------------------
STATEMENTS OF CASH FLOWS
(A Limited Partnership)
(Unaudited)
For the Three Months Ended March 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
------------- ---------
<S> <C> <C>
Net cash provided by (used for) operating activities $ 6,549 $ (5,374)
------------- -------------
Cash flows from investing activities:
Purchases of marketable securities (49,770) -
Proceeds from sales and maturities of
marketable securities 12,613 170,747
Cash distributions received from Local
Limited Partnerships 63,815 16,668
------------- -------------
Net cash provided by investing activities 26,658 187,415
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Cash flows from financing activities:
Cash distribution - (219,150)
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Net cash used for financing activities - (219,150)
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Net increase (decrease) in cash and cash equivalents 33,207 (37,109)
Cash and cash equivalents, beginning 124,878 121,361
------------- -------------
Cash and cash equivalents, ending $ 158,085 $ 84,252
============= =============
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE>
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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, 1996. 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.
1. Investments in Local Limited Partnerships
As of March 31, 1997 and December 31, 1996, the Partnership's Investment in
Local Limited Partnerships, at cost, was as follows:
<TABLE>
<CAPTION>
Capital Contribu- Net Equity Cash
tions and Related in Income Distributions
Local Limited Acquisition Costs (Losses) Received Net
Partnerships (Cumulative) (Cumulative) (Cumulative) (1) Investment
- ----------------------------- ----------------- ------------ ----------------------- ---------------
<S> <C> <C> <C> <C>
Bear Creek $ 796,556 $ (200,574) $ (595,982) $ -
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 1,232,286 816,511 (1,274,833) 773,964
Park Hill 825,501 (687,453) (138,048) -
Pheasant Ridge 1,050,237 (924,712) (125,525) -
The Woods of Castleton 2,025,681 (2,025,681) - -
Westpark Plaza 1,846,469 (1,115,914) (730,555) -
Woodbridge 1,077,161 (1,044,146) (33,015) -
Woodmeade South 1,619,452 (1,619,452) - -
Youngstoun 935,861 (935,861) - -
-------------- ------------- -------------- ------------
Subtotal 18,586,328 (14,914,406) (2,897,958) 773,964
Less dispositions:
Mountain View (422,593) 422,593 - -
Woodmeade South (1,619,452) 1,619,452 - -
Overland Station (1,232,286) (816,511) 1,274,833 (773,964)
Captain's Landing (1,057,682) 1,057,682 - -
Oakwood Terrace (614,643) 614,643 - -
-------------- ------------- -------------- ------------
Balance at
March 31, 1997 $ 13,639,672 $ (12,016,547) $ (1,623,125) $ -
============== ============= ============== ============
Balance at
December 31, 1996 $ 13,639,672 $ (12,080,362) $ (1,559,310) $ -
============== ============= ============== ============
</TABLE>
(1) Included in cash distributions received is cumulative distribution income of
$1,005,955 which was received from five Local Limited Partnerships with carrying
values of zero.
<PAGE>
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BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
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(A Limited Partnership)
Notes to the Financial Statements (continued)
(Unaudited)
1. Investments in Local Limited Partnerships (continued)
The Partnership's ownership interest in each Local Limited Partnership is
generally 99%. The Partnership's share of net loss for the three months ended
March 31, 1997 is $41,197. For the three months ended March 31, 1997, the
Partnership has not recognized $203,323 of equity in losses relating to seven
Local Limited Partnerships where cumulative equity in losses and cumulative
distributions have exceeded its total investments. Also, during the three months
ended March 31, 1997, the Partnership recognized $98,311 of equity in losses
which were previously unrecognized.
<PAGE>
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BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
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(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
At March 31, 1997, the Partnership had cash and cash equivalents of $158,085
compared with $124,878 at December 31, 1996. The increase in cash and cash
equivalents is due to proceeds received from the sales and maturities of
marketable securities and cash distributions received from Local Limited
Partnerships offset by the purchases of marketable securities.
At March 31, 1997, approximately $859,000 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.
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, 1997, 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 1997, 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,
1997 resulted in net income of $34,451 as compared to a net loss of $20,344 for
the same period in 1996. This change in net income is attributable to an
increase in distribution income received from Local Limited Partnerships coupled
with a decrease in Partnership administrative expenses.
The equity in losses of Local Limited Partnerships is zero due to cumulative
losses in excess of the investment in the Local Limited Partnerships.
Distribution income was received from two Local Limited Partnerships. Please
refer to the Property Discussions' section for more information on the property
operations.
Property Discussions
The Partnership owns limited partnership interests in ten Local Limited
Partnerships which own and operate multi-family residential properties. The
Partnership also owns investments in securities in which its Reserves are held.
Three of the Local Limited Partnerships are operating at deficits (net loss
adjusted for depreciation, mortgage principal payments and replacement reserve
payments). In past years, the Local General Partners funded these deficits
either through non-interest bearing project expense loans or subordinated loans,
repayable only out of cash flow or proceeds from a sale or refinancing of the
given project. Once a project achieves break-even, substantial amounts of cash
flow derived from its operations will be used to repay project expense loans and
subordinated loans until the loans are repaid in full. To address current
deficits or other financial difficulties, Local General Partners are working to
increase rental income and reduce operating expenses, working with the lenders
to refinance property mortgages or seeking other sources of capital. Management
may make voluntary advances from the Partnership's Reserves to a Local Limited
Partnership encountering operating difficulties if it is deemed to be in the
best interest of the Partnership to provide such funds.
<PAGE>
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BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
- ------------------------------------------------------------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Property Discussions (continued)
As previously reported, in March 1996 the local general partner of Mountain View
and Woodmeade South Apartments placed both of the properties into Chapter 11
bankruptcy. The Partnership relinquished its equity interest in these two Local
Limited Partnerships which had no impact on the Partnership financial
statements, because the Partnership's investment in the two Local Limited
Partnerships had a carrying value of zero. However, the Partnership's
relinquishment of its interest in these properties means that the Partnership
will get no future cash distributions from these properties. For tax purposes,
the 1996 tax returns were the final return for these partnerships. There was a
taxable gain associated with the disposal of the Local Limited Partnerships
which resulted in taxable income to the Partnership.
Since the August 1996 sale of Chelsea Village's mortgage, the Local General
Partner is continuing in its efforts to negotiate a satisfactory arrangement
with the mortgage buyer. The Partnership's ability to retain its interest,
currently carried at zero on the Partnership's financial statements, in this
partnership depends upon a satisfactory outcome to these negotiations.
As previously reported, the mortgages of Oakdale Manor and Woods of Castleton
were sold to separate buyers in HUD's May 1996 non-performing loan auction. The
Local General Partner of Woods of Castleton is working with various lenders
seeking a source of capital to refinance the mortgage; in the meantime, the
property has resumed making debt service payments to the new note holder. The
new mortgagee for Oakdale Manor has initiated foreclosure proceedings which
should be completed by June 3, 1997. The only effect on the Partnership's
financial statements will be the cancellation of indebtedness income because the
Partnership is a limited partner and the purchase note payable and the
corresponding interest accrued as of December 31, 1996 are collateralized only
by the Partnership's interest in Oakdale Manor, which currently has a carrying
value of zero. Investors will have a gain and resulting taxable income as a
result of the disposal of this Local Limited Partnership.
<PAGE>
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BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
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(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, 1997.
<PAGE>
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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/ Georgia Murray Dated: May 14, 1997
---------------
By: Georgia Murray
Vice President, Treasurer, Clerk
and Director
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 158,085
<SECURITIES> 756,327
<RECEIVABLES> 6,660
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 924,123<F1>
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (369,058)
<TOTAL-LIABILITY-AND-EQUITY> 924,123<F2>
<SALES> 0
<TOTAL-REVENUES> 75,932<F3>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 27,731<F4>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,750
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 34,451
<EPS-PRIMARY> 1.49
<EPS-DILUTED> 0
<FN>
<F1> Includes other assets of $3,051.
<F2> Includes accounts payable to an affliate of $31,761, accounts payable and
accrued expenses of $23,920 and notes payable and accrued interest of
$1,237,500. <F3>Represents distribution income of $63,815 and investment and
other income of $12,117. <F4>Includes general and administrative expenses of
$26,096 and asset management fees of $1,635.
</FN>
