UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(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 25, 1997
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-13782
CAMBRIDGE ADVANTAGED
PROPERTIES LIMITED PARTNERSHIP
------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3228969
------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
625 Madison Avenue, New York, New York 10022
-------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212)421-5333
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>
PART I
Item 1. Financial Statements
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
------------ ------------
September 25, March 25,
1997 1997
------------ ------------
ASSETS
Property and equipment at cost,
net of accumulated depreciation
of $92,970,372 and $99,888,832,
respectively $119,829,876 $140,195,814
Cash and cash equivalents 5,918,589 2,618,155
Cash - restricted for tenants'
security deposits 1,427,768 1,552,990
Mortgage escrow deposits 10,932,309 11,055,072
Prepaid expenses and other assets 1,491,864 1,740,633
------------ ------------
Total assets $139,600,406 $157,162,664
============ ============
LIABILITIES AND PARTNERS' DEFICIT
Liabilities
Mortgage notes payable $ 77,389,685 $ 92,002,763
Purchase money notes payable
(Note 2) 75,835,280 83,670,532
Due to selling partners (Note 2) 94,654,285 99,414,749
Accounts payable, accrued
expenses and other liabilities 4,084,922 3,370,928
Tenants' security deposits payable 1,308,093 1,441,410
Due to general partners of
subsidiaries and their affiliates 1,871,433 1,737,269
Due to general partners and
affiliates 2,911,569 2,507,375
------------ ------------
Total liabilities 258,055,267 284,145,026
------------ ------------
Minority interest 78,533 116,611
------------ ------------
Commitments and contingencies
(Note 5)
Partners' deficit:
Limited partners (116,810,536) (125,290,459)
General partners (1,722,858) (1,808,514)
------------ ------------
Total partners' deficit (118,533,394) (127,098,973)
------------ ------------
Total liabilities and partners'
deficit $139,600,406 $157,162,664
============ ============
See Accompanying Notes to Consolidated Financial Statements
2
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
========================== ==========================
Three Months Ended Six Months Ended
September 25, September 25,
-------------------------- --------------------------
1997 1996* 1997 1996*
-------------------------- --------------------------
Revenues
Rentals, net $ 8,576,079 $ 8,931,514 $17,482,056 $17,915,177
Other 362,801 307,591 668,236 696,565
Gain on sale of
properties
(Note 4) 7,042,619 661,027 7,042,619 661,027
----------- ----------- ----------- -----------
Total revenues 15,981,499 9,900,132 25,192,911 19,272,769
----------- ----------- ----------- -----------
Expenses
Administrative and
management 1,624,777 1,335,540 3,136,861 2,798,214
Administrative and
management-
related parties
(Note 3) 847,444 570,971 1,710,669 1,150,381
Operating 1,361,158 1,363,931 3,250,561 3,285,303
Repairs and
maintenance 2,168,380 2,368,992 4,331,960 4,470,199
Taxes and
insurance 1,064,879 1,222,443 2,117,886 2,419,367
Interest 3,074,208 3,423,590 6,308,868 6,971,837
Depreciation 2,009,741 2,125,391 4,118,455 4,239,742
----------- ----------- ----------- -----------
Total expenses 12,150,587 12,410,858 24,975,260 25,335,043
----------- ----------- ----------- -----------
Net income (loss)
before minority
interest 3,830,912 (2,510,726) 217,651 (6,062,274)
Minority interest
in income
of subsidiaries (173,069) (1,541) (175,597) (1,796)
----------- ----------- ----------- -----------
Income (loss) before
extraordinary
item 3,657,843 (2,512,267) 42,054 (6,064,070)
Extraordinary
item-forgiveness
of indebtedness
income (Note 4) 8,523,525 11,513,186 8,523,525 11,513,186
----------- ----------- ----------- -----------
Net income $12,181,368 $ 9,000,919 $ 8,565,579 $ 5,449,116
=========== =========== =========== ===========
*Reclassified for comparative purposes
See Accompanying Notes to Consolidated Financial Statements
3
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Statement of Changes In Partners' Deficit
(Unaudited)
===================================================
Limited General
Total Partners Partners
---------------------------------------------------
Balance -
March 26, 1997 $(127,098,973) $(125,290,459) $(1,808,514)
Net income 8,565,579 8,479,923 85,656
------------- ------------- -----------
Balance -
September 25,
1997 $(118,533,394) $(116,810,536) $(1,722,858)
============= ============= ===========
See Accompanying Notes to Consolidated Financial Statements
4
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
=========================
Six Months Ended
September 25,
-------------------------
1997 1996*
-------------------------
Cash flows from operating activities:
Net income $8,565,579 $5,449,116
----------- ----------
Adjustments to reconcile net income
to net cash provided
by operating activities:
Gain on sale of properties (Note 4) (7,042,619) (661,027)
Extraordinary item-forgiveness of
indebtedness income (Note 4) (8,523,525) (11,513,186)
Depreciation 4,118,455 4,239,742
Minority interest in income
of subsidiaries 175,597 1,796
Decrease (increase) in cash-restricted
for tenants' security deposits 102,070 (9,225)
Decrease (increase) in mortgage
escrow deposits 55,377 (298,039)
Decrease (increase) in prepaid
expenses and other assets 159,719 (386,630)
Increase in due to selling partners 4,781,714 5,395,163
Payments of interest to selling
partners (1,267,940) (1,083,117)
Increase in accounts payable,
accrued expenses
and other liabilities 810,188 332,567
(Decrease) increase in tenants' security
deposits payable (109,392) 18,859
Increase in due to general partners
of subsidiaries and their affiliates 260,997 8,570
Decrease in due to general partners
of subsidiaries and their affiliates (103,863) (107,507)
Increase in due to general partners
and affiliates 404,194 134,057
----------- ----------
Total adjustments (6,179,028) (3,927,977)
----------- ----------
Net cash provided by operating
activities 2,386,551 1,521,139
----------- ----------
*Reclassified for comparative purposes
See Accompanying Notes to Consolidated Financial Statements
5
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Increase (Decrease) in Cash and Cash Equivalents
(continued)
(Unaudited)
=============================
Six Months Ended
September 25,
----------------------------
1997 1996*
----------------------------
Cash flows from investing activities:
Proceeds from sale of properties 24,146,567 1,650,000
Improvements to property and
equipment (726,778) (258,228)
----------- ----------
Net cash provided by investing
activities 23,419,789 1,391,772
----------- ----------
Cash flows from financing activities:
Decrease in purchase money
notes payable (7,679,153) (1,650,000)
Principal payment of mortgage
notes payable (14,613,078) (1,168,470)
Decrease in minority interest (213,675) (12,902)
----------- ----------
Net cash used in financing
activities (22,505,906) (2,831,372)
----------- ----------
Net increase in cash and cash
equivalents 3,300,434 81,539
Cash and cash equivalents -
beginning of period 2,618,155 2,651,994
----------- ----------
Cash and cash equivalents -
end of period $ 5,918,589 $2,733,533
=========== ==========
Supplemental disclosures of noncash activities:
Increase in purchase money
notes payable due to the
capitalization of prepaid
expenses and other assets $ 70,218 $ 5,106
*Reclassified for comparative purposes
See Accompanying Notes to Consolidated Financial Statements
6
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Increase (Decrease) in Cash and Cash Equivalents
(continued)
(Unaudited)
===========================
Six Months Ended
September 25,
---------------------------
1997 1996*
---------------------------
Forgiveness of indebtedness
(Note 4):
Decrease in purchase money
note payable (226,317) (4,830,591)
Decrease in due to selling
partners (8,274,238) (5,681,011)
Decrease in due to general
partners of subsidiaries
and their affiliates (22,970) (697,780)
Decrease in due to general
partners and affiliates 0 (5,000)
Decrease in accounts payable,
accrued expenses and other
liabilities 0 (298,804)
Summarized below are the
components of the gain on
sale of properties:
Decrease in property and
equipment, net of
accumulated depreciation 16,974,261 1,031,294
Decrease in cash-restricted
for tenants' security deposits 23,152 3,925
Decrease in prepaid expenses
and other assets 159,268 39,846
Decrease in mortgage
escrow deposits 67,386 0
Decrease in accounts payable,
accrued expenses and
other liabilities (96,194) (60,706)
Decrease in tenants' security
deposits payable (23,925) (25,386)
*Reclassified for comparative purposes
See Accompanying Notes to Consolidated Financial Statements
7
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 1997
(Unaudited)
Note 1 - General
The consolidated financial statements for the six months ended September 25,
1997 include the accounts of Cambridge Advantaged Properties Limited Partnership
(the "Partnership") and sixty subsidiary partnerships ("subsidiaries,"
"subsidiary partnerships" or "Local Partnerships") five of which only have
activity through the date of sale of their properties and related assets and
liabilities during the period May 7, 1997 through June 30, 1997 (See Note 4).
The consolidated financial statements for the six months ended September 25,
1996 include the account of Cambridge Advantaged Properties Limited Partnership
and sixty-one subsidiary partnerships, one of which only has activity through
the date of sale of its property and related assets and liabilities on May 2,
1996 (See Note 4). The Partnership is a limited partner, with an ownership
interest of 98.99% in each of the subsidiary partnerships. Through the rights of
the Partnership and/or an affiliate of a General Partner, which affiliate has a
contractual obligation to act on behalf of the Partnership, to remove the
general partner of the subsidiary partnerships and to approve certain major
operating and financial decisions, the Partnership has a controlling financial
interest in the subsidiary partnerships.
The Partnership's fiscal quarter ends September 25. All subsidiaries have fiscal
quarters ending June 30. Accounts of the subsidiary partnerships have been
adjusted for intercompany transactions from July 1 through September 25.
All intercompany accounts and transactions have been eliminated in
consolidation.
Increases (decreases) in the capitalization of consolidated subsidiaries
attributable to minority interest arise from cash contributions from and cash
distributions to the minority interest partners.
Losses attributable to minority interests which exceed the minority interests'
investment in a subsidiary have been charged to the Partnership. There were no
such losses for the three and six months ended September 25, 1997 and 1996,
respectively. The Partnership's investment in each subsidiary is equal to the
respective subsidiary's partners' equity less minority interest capital, if
8
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 1997
(Unaudited)
any. In consolidation, all subsidiary partnership losses are included in the
Partnership's capital account except for losses allocated to minority interest
capital.
The unaudited financial statements have been prepared on the same basis as the
audited financial statements included in the Partnership's Form 10-K for the
year ended March 25, 1997. In the opinion of the General Partners, the
accompanying unaudited financial statements contain all adjustments (consisting
only of normal recurring adjustments) necessary to present fairly the financial
position of the Partnership as of September 25, 1997, the results of operations
for the three and six months ended September 25, 1997 and 1996 and cash flows
for the six months ended September 25, 1997 and 1996. However, the operating
results for the six months ended September 25, 1997 may not be indicative of the
results for the year.
Certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. It is suggested that these consolidated financial statements
should be read in conjunction with the financial statements and notes thereto
included in the Partnership's March 25, 1997 Annual Report on Form 10-K.
Note 2 - Purchase Money Notes Payable
Purchase money notes in the original amount of $85,458,825 were issued to the
selling partners of the subsidiary partnerships as part of the purchase price
and are secured only by the interest in the subsidiary partnership to which the
note relates (the "Purchase Money Notes"). A portion of these notes, in the
original amount of $31,932,568 are obligations at the subsidiary partnership
level, whereas the remaining $53,526,257 is recorded at the Partnership level.
On May 2, 1996 the property owned by Bicentennial was sold to a third party and
the associated purchase money note and accrued interest thereon, which were
obligations at the subsidiary partnership level, were canceled.
In addition, during the period May 7, 1997 through June 30, 1997, the
properties and the related assets and liabilities of five Local Partnerships
were sold to third parties and the associated Purchase Money Notes and accrued
interest thereon were settled (see Note 4). The Purchase Money
9
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 1997
(Unaudited)
Notes provided for compound interest at rates which, in general, ranged from 9%
to 10% per annum (except that the Purchase Money Note with respect to Cabarrus
Arms Associates bears interest at 12% per annum) through August 31, 1989.
Thereafter, simple interest has accrued, without further interest thereon,
through maturity, August through December 1996 (unless extended by the
Partnership for up to three years in general). As of September 25, 1997, the
maturity dates of 43 Purchase Money Notes were extended for two years and the
maturity dates of the purchase money notes associated with the remaining
properties owned by the subsidiary partnerships were extended for one year (see
below). Purchase money notes at September 25, 1997 and March 25, 1997 include
$4,336,417 of interest accrued through August 31, 1989.
The Purchase Money Notes, which provide for simple interest through maturity
during the period August through December 1996 (unless extended by the
Partnership), will not be in default during the basic term (generally twelve
years) if not less than 60% of the cash flow actually distributed to the
Partnership by the corresponding subsidiary partnership (generated by the
operations, as defined) is applied first to accrued interest and then to current
interest thereon. Any interest not paid currently accrues, without further
interest thereon, through the due date of the note. Continued accrual of such
interest beyond the initial term, without payment, would reduce the effective
interest rate of 9%. The exact effect is not determinable inasmuch as it is
dependent on the actual future interest payments and ultimate repayment dates of
the notes. Unpaid interest of approximately $93,507,000 and $98,278,000 as of
September 25, 1997 and March 25, 1997, respectively, has been accrued and is
included in due to selling partners in the consolidated balance sheets. In
general, the interest on and the principal of each Purchase Money Note is also
payable to the extent of the Partnership's actual receipt of proceeds of the
sale or refinancing of the Apartment Complex, or in some cases the Local
Partnership Interest to which the Purchase Money Note relates.
The Partnership may elect, upon the payment of an extension fee of 1/2% per
annum of the outstanding principal amount, to extend the term of the Purchase
Money Notes for up to three additional years (four years with respect to three
subsidiary partnerships). As of September 25, 1997, the maturity dates of 43
Pur-
10
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 1997
(Unaudited)
chase Money Notes were extended for two years and the maturity dates of the
Purchase Money Notes associated with the remaining properties owned by the
subsidiary partnerships (ranging from August to December 1996) were extended for
one year. Extension fees in the amount of $330,582 were incurred by the
Partnership of which, $277,028 was accrued and added to the Purchase Money Notes
balance in accordance with the respective note agreements. The extension fees
are being amortized over the term of the extension. The Partnership expects that
upon maturity of the Purchase Money Notes, it will be required to refinance or
sell its investments in the Local Partnerships in order to pay the Purchase
Money Notes. The Partnership cannot sell or otherwise liquidate its investments
in those Local Partnerships which have subsidy agreements with HUD during the
period that such agreements are in existence without HUD's approval. Based on
the historical operating results of the Local Partnerships and the current
economic conditions, including changes in tax laws, it is uncertain as to
whether the proceeds from such sales will be sufficient to meet the outstanding
balances of principal, accrued interest and extension fees. Management is
working with the selling partners to restructure and/or refinance the notes. No
assurance can be given that management's efforts will be successful. The
Purchase Money Notes are without personal recourse to either the Partnership or
any of its partners and the sellers' recourse, in the event of non-payment,
would be to foreclose on the Partnership's interests in the respective
subsidiary partnerships.
Cash flow distributions aggregating approximately $936,000 and $697,000 were
made to the Partnership for the six months ended September 25, 1997 and 1996,
respectively, of which approximately $562,000, and $385,000, respectively, was
used to pay interest on the Purchase Money Notes. Distributions of proceeds from
sales of properties aggregating approximately $3,534,000 were made to the
Partnership during the six months ended September 25, 1997, $400,000 of which
was used to pay principal and interest on the Purchase Money Notes.
11
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 1997
(Unaudited)
Note 3 - Related Party Transactions
The costs incurred to related parties for the three and six months ended
September 25, 1997 and 1996 were as follows:
==================== ========================
Three Months Ended Six Months Ended
September 25, September 25,
-------------------- ------------------------
1997 1996 1997 1996
-------------------- ------------------------
Partnership manage-
ment fees (a) $285,500 $ 31,250 $ 571,000 $ 62,500
Expense reimburse-
ment (b) 63,461 43,678 153,930 91,254
Property manage-
ment fees (c) 477,483 475,043 943,739 954,627
Local adminis-
trative fee (d) 21,000 21,000 42,000 42,000
-------- -------- ---------- ----------
$847,444 $570,971 $1,710,669 $1,150,381
======== ======== ========== ==========
(a) After all other expenses of the Partnership are paid, an annual partnership
management fee of up to .5% of invested assets is payable to the Partnership's
General Partners and affiliates. Partnership management fees owed to the General
Partners amounting to $2,069,237 and $1,623,237 were accrued and unpaid as of
September 25, 1997 and March 25, 1997, respectively.
(b) The Partnership reimburses the General Partners and their affiliates for
actual Partnership operating expenses incurred by the General Partners and their
affiliates on the Partnership's behalf. The amount of reimbursement from the
Partnership is limited by the provisions of the Partnership Agreement. Another
affiliate of the Related General Partner performs asset monitoring for the
Partnership. These services include site visits and evaluations of the
subsidiary partnerships' performance. Expense reimbursements and asset
monitoring fees owed to the Related General Partner amounting to $105,462 and
$141,498 were accrued and unpaid as of September 25, 1997 and March 25, 1997,
respectively.
(c) Property management fees incurred to affiliates of the subsidiary
partnerships amounted to $477,483 and $471,467 and $943,739 and $939,548 for the
three and six months ended September 25, 1997 and 1996, respectively. Property
management fees incurred to affiliates of the Partnership amounted to $0 and
$3,576 and $0
12
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 1997
(Unaudited)
and $15,079 for the three and six months ended September 25, 1997 and 1996,
respectively.
(d) H/R Special Partnership, the special limited partner, owning a .01%
interest, is entitled to receive a local administrative fee of up to $2,500 per
year from each subsidiary partnership.
Note 4 - Sale of Properties
On May 2, 1996, the property and the related assets and liabilities of
Bicentennial were sold to a third party for $1,700,000, resulting in a gain in
the amount of $661,027 and forgiveness of indebtedness income of $11,513,186 as
a result of forgiveness of the purchase money note payable and accrued interest
thereon (which were obligations at the subsidiary partnership level), amounts
due to HUD, and amounts due to general partners and affiliates.
On May 7, 1997, the properties and the related assets and liabilities of
Knollwood I, Ltd., Knollwood II, Ltd., Knollwood III, Ltd., and Knollwood IV,
Ltd. (together, the "Knollwoods") were sold to a third party for $20,750,000,
which took title subject to the principal balance of the associated Purchase
Money Notes in the amount of $6,026,521, resulting in a gain in the amount of
$6,262,462. No proceeds were used to settle the accrued interest on the
associated Purchase Money Notes which amounted to $5,990,729, resulting in
forgiveness of indebtedness income. For tax purposes, the entire gain to be
realized by the Partnership is anticipated to be approximately $19,900,000.
On June 30, 1997, the property and related assets and liabilities of Parklane
II, Ltd. ("Parklane") were sold to a third party for $3,712,000 which took title
subject to the principal balance of a portion of the associated Purchase Money
Notes which amounted to $1,252,632, resulting in a gain in the amount of
$780,157. The Partnership used $400,000 of the net proceeds to settle the
remaining principal balance of the Purchase Money Notes and accrued interest
thereon which amounted to $2,932,796, resulting in forgiveness of indebtedness
income of $2,532,796. For tax purposes, the entire gain to be realized by the
Partnership is anticipated to be approximately $4,800,000.
13
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 1997
(Unaudited)
On August 1, 1997, the property and the related assets and liabilities of
Northgate Townhouse Apartments ("Northgate ") were sold to a third party for
approximately $4,000,000, resulting in a loss in the amount of approximately
$300,000 and forgiveness of indebtedness income of approximately $200,000 as a
result of forgiveness of amounts due to the general partner of Northgate. The
Partnership used approximately $700,000 of the net proceeds to settle the
associated Purchase Money Notes and accrued interest which had a total
outstanding balance of approximately $6,900,000, resulting in forgiveness of
indebtedness income of approximately $6,200,000. Therefore, the entire
forgiveness of indebtedness income realized by the Partnership from this
transaction is approximately $6,400,000. For tax purposes, the entire gain to be
realized by the Partnership is anticipated to be approximately $9,100,000. For
financial reporting purposes, this transaction will be reflected in the
financial statements in the third quarter coinciding with Northgate's fiscal
quarter which includes the date of sale.
On August 1, 1997, the property and the related assets and liabilities of
Westminster Manor Apartments ("Westminster") were sold to a third party for
approximately $7,300,000, resulting in a gain in the amount of approximately
$800,000 and forgiveness of indebtedness income of approximately $500,000 as a
result of forgiveness of amounts due to the general partner of Westminster. The
Partnership used approximately $2,700,000 of the net proceeds to settle the
associated Purchase Money Notes and accrued interest which had a total
outstanding balance of approximately $8,300,000, resulting in forgiveness of
indebtedness income of approximately $5,600,000. Therefore, the entire
forgiveness of indebtedness income realized by the Partnership from this
transaction is approximately $6,100,000. For tax purposes, the entire gain to be
realized by the Partnership is anticipated to be approximately $10,500,000. For
financial reporting purposes, this transaction will be reflected in the
financial statements in the third quarter coinciding with Westminster's fiscal
quarter which includes the date of sale.
On August 11, 1997, the Partnership's Local Partnership Interest in Buttonwood
Acres at New Bedford ("Buttonwood") was sold back to Buttonwood for
approximately $533,000, resulting in a loss in the amount of approximately
$2,300,000 and forgiveness of in-
14
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 1997
(Unaudited)
debtedness income of approximately $1,700,000 as a result of forgiveness of the
mortgage note payable to HUD and accrued interest thereon. No proceeds were used
to settle the associated Purchase Money Notes and accrued interest which had a
total outstanding balance of approximately $4,800,000, resulting in additional
forgiveness of indebtedness income. Therefore, the entire forgiveness of
indebtedness income realized by the Partnership from this transaction is
approximately $6,500,000. For tax purposes, the entire gain to be realized by
the Partnership is anticipated to be approximately $5,700,000. For financial
reporting purposes, this transaction will be reflected in the financial
statements in the third quarter coinciding with Buttonwood's fiscal quarter
which includes the date of sale.
Note 5 - Commitments and Contingencies
The following disclosures include changes and/or additions to disclosures
regarding the subsidiary partnerships which were included in the Partnership's
Annual Report on Form 10-K for the period ended March 25, 1997. (See Note 4 for
a discussion of the sale of the property and related assets and liabilities of
Northgate and Westminster.)
Bonnie Doone Apartments, Ltd.
- - -----------------------------
Bonnie Doone Apartments, Ltd. ("Bonnie Doone") relies on continuance of the
Section 8 rent subsidy contracts which represented 56% of total revenue for the
three months ended March 31, 1997. The current contracts expired on July 31,
1997, however they were extended through September 30, 1997 and then renewed
through July 31, 1998.
15
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 1997
(Unaudited)
Rockdale West at New Bedford and Solemar at South Dartmouth
- - -----------------------------------------------------------
On April 8, 1997, the Partnership entered an option agreement with Rockdale West
at New Bedford ("Rockdale") and Solemar at South Dartmouth ("Solemar") whereby
Rockdale and/or Solemar can purchase the Partnership's respective limited
partnership interests for prices of approximately $1,066,000 and $902,000,
respectively. The prices are each indexed for inflation and the associated
Purchase Money Notes cannot be foreclosed upon during the term of the option
agreement.
Lancaster Manor Associates, Ltd.
- - --------------------------------
On July 30, 1997, Lancaster Manor Associates, Ltd. solicited the holders of the
associated Purchase Money Notes to a sale for a total price of $4,000,000. The
offer expired on August 14, 1997, however it was extended in order to gain the
unanimous consent of the noteholders and is still pending.
16
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
The Partnership's primary sources of funds are the cash distributions from
operations of the Local Partnerships in which the Partnership has invested.
These sources are available to meet the obligations of the Partnership. However,
the cash distributions received from the Local Partnerships to date have not
been sufficient to meet all such obligations of the Partnership. During the six
months ended September 25, 1997 and 1996, the Partnership received approximately
$936,000 and $697,000, respectively, of cash flow distributions, of which
approximately $562,000 and $385,000, respectively, was used to pay interest on
the Purchase Money Notes. Distributions of proceeds from sales of properties
aggregating approximately $3,534,000 were made to the Partnership during the six
months ended September 25, 1997, $400,000 of which was used to pay principal and
interest on the Purchase Money Notes. Accordingly, the General Partners advanced
funds totaling approximately $206,000 at both September 25, 1997 and March 25,
1997 to meet the Partnership's third party obligations. In addition, certain
fees and expense reimbursements owed to the General Partners amounting to
approximately $2,175,000 and $1,765,000 were accrued and unpaid as of September
25, 1997 and March 25, 1997, respectively. Without the General Partners'
advances and continued accrual without payment of certain fees and expense
reimbursements, the Partnership may not be in a position to meet its
obligations. The General Partners have continued advancing and allowing the
accrual without payment of these amounts but are under no obligation to do so.
During the six months ended September 25, 1997, cash and cash equivalents of the
Partnership and its sixty consolidated Local Partnerships increased
approximately $3,300,000. This increase was due to cash flow provided by
operating activities ($2,387,000) and proceeds from the sale of property
($24,147,000) which exceeded a decrease in purchase money notes payable
($7,679,000), an increase in property and equipment ($727,000), a decrease in
minority interests ($214,000) and repayments of mortgage notes payable
($14,613,000). Included in the adjustments to reconcile the net income to cash
flow from operations is depreciation ($4,118,000).
Purchase money notes in the original amount of $85,458,825 were issued to the
selling partners of the subsidiary partnerships as part of the purchase price
and are secured only by the interest in the subsidiary partnership to which the
note relates (the "Purchase Money Notes"). A portion of these notes, in the
original amount
17
<PAGE>
of $31,932,568 are obligations at the subsidiary partnership level, whereas the
remaining $53,526,257 is recorded at the Partnership level. On May 2, 1996 the
property owned by Bicentennial was sold to a third party and the associated
purchase money note and accrued interest thereon, which were obligations at the
subsidiary partnership level, were canceled. In addition, during the period May
7, 1997 through August 11, 1997, the properties and the related assets and
liabilities of seven Local Partnerships and the Partnership's interest in one
Local Partnership were sold to third parties and back to the Local Partnership,
respectively, and the associated Purchase Money Notes and accrued interest
thereon were settled (see below). The Purchase Money Notes provided for compound
interest at rates which, in general, ranged from 9% to 10% per annum (except
that the Purchase Money Note with respect to Cabarrus Arms Associates bears
interest at 12% per annum) through August 31, 1989. Thereafter, simple interest
has accrued, without further interest thereon, through maturity, August through
December 1996 (unless extended by the Partnership for up to three years in
general). As of September 25, 1997, the maturity dates of 43 Purchase Money
Notes were extended for two years and the maturity dates of the Purchase Money
Notes associated with the remaining properties owned by the subsidiary
partnerships were extended for one year (see below). Purchase money notes at
September 25, 1997 and March 25, 1997 include $4,336,417 of interest accrued
through August 31, 1989.
The Purchase Money Notes, which provide for simple interest through maturity
during the period August through December 1996 (unless extended by the
Partnership), will not be in default during the basic term (generally twelve
years) if not less than 60% of the cash flow actually distributed to the
Partnership by the corresponding subsidiary partnership (generated by the
operations, as defined) is applied first to accrued interest and then to current
interest thereon. Any interest not paid currently accrues, without further
interest thereon, through the due date of the note. Continued accrual of such
interest beyond the initial term, without payment, would reduce the effective
interest rate of 9%. The exact effect is not determinable inasmuch as it is
dependent on the actual future interest payments and ultimate repayment dates of
the notes. Unpaid interest of approximately $93,507,000 and $98,278,000 as of
September 25, 1997 and March 25, 1997, respectively, has been accrued and is
included in due to selling partners in the consolidated balance sheets. In
general, the interest on and the principal of each Purchase Money Note is also
payable to the extent of the Partnership's actual receipt of proceeds of the
sale or refinancing of the Apartment Complex, or in some cases the Local
Partnership Interest to which the Purchase Money Note relates.
18
<PAGE>
The Partnership may elect, upon the payment of an extension fee of 1/2% per
annum of the outstanding principal amount, to extend the term of the Purchase
Money Notes for up to three additional years (four years with respect to three
subsidiary partnerships). As of September 25, 1997, the maturity dates of 43
Purchase Money Notes were extended for two years and the maturity dates of the
purchase money notes associated with the remaining properties owned by the
subsidiary partnerships (ranging from August to December 1996) were extended for
one year. Extension fees in the amount of $330,582 were incurred by the
Partnership of which $277,028 was accrued and added to the Purchase Money Notes
balance in accordance with the respective note agreements. The extension fees
are being amortized over the term of the extension. The Partnership expects that
upon maturity of the Purchase Money Notes, it will be required to refinance or
sell its investments in the Local Partnerships in order to pay the Purchase
Money Notes. The Partnership cannot sell or otherwise liquidate its investments
in those Local Partnerships which have subsidy agreements with HUD during the
period that such agreements are in existence without HUD's approval. Based on
the historical operating results of the Local Partnerships and the current
economic conditions, including changes in tax laws, it is uncertain as to
whether the proceeds from such sales will be sufficient to meet the outstanding
balances of principal, accrued interest and extension fees. Management is
working with the selling partners to restructure and/or refinance the notes. No
assurance can be given that management's efforts will be successful. The
Purchase Money Notes are without personal recourse to either the Partnership or
any of its partners and the sellers' recourse, in the event of non-payment,
would be to foreclose on the Partnership's interests in the respective
subsidiary partnerships.
The local partnerships which receive government assistance are subject to
low-income use restrictions which limit the owners ability to sell or refinance
the properties. In order to maintain the existing inventory of affordable
housing, Congress passed a series of related acts including the Emergency Low
Income Preservation Act of 1987, the Low-Income Housing Preservation and
Resident Homeownership Act of 1990 (together the "Preservation Acts") and the
Housing Opportunity Program Extension Act of 1996 (the "1996 Act"). In exchange
for maintaining the aforementioned use restrictions, the Preservation Acts
provide financial incentives for owners of government assisted properties. The
1996 Act provides financial assistance by funding the sale of such properties to
not-for-profit owners and also restores the owners ability to prepay their HUD
mortgage and convert the property to condominiums or market-rate rental housing.
19
<PAGE>
Funding for the 1996 Act is subject to appropriations by Congress. Congress did
not allocate any funds for preservation for the 1998 fiscal year, effectively
ending the preservation effort for the time being. Management is working with
the local general partners in an effort to find alternative exit strategies.
Six of the Local Partnerships had entered into contracts of sale (Villa Apollo
and Villa Apollo #2, Carlton Terrace, Cranbrook Manor, Oakbrook Villa and
Lancaster Manor). The contracts were conditioned upon receipt of funding from
HUD under the Preservation Acts and as of October 1997 HUD ceased funding this
activity.
On May 7, 1997, the properties and the related assets and liabilities of
Knollwood I, Ltd., Knollwood II, Ltd., Knollwood III, Ltd., and Knollwood IV,
Ltd. were sold to a third party for $20,750,000, which took title subject to the
principal balance of the associated Purchase Money Notes in the amount of
$6,026,521, resulting in a gain in the amount of $6,262,462. No proceeds were
used to settle the accrued interest on the associated Purchase Money Notes which
amounted to $5,990,729, resulting in forgiveness of indebtedness income. For tax
purposes, the entire gain to be realized by the Partnership is anticipated to be
approximately $19,900,000.
On June 30, 1997, the property and related assets and liabilities of Parklane
II, Ltd. were sold to a third party for $3,712,000 which took title subject to
the principal balance of a portion of the associated Purchase Money Notes which
amounted to $1,252,632, resulting in a gain in the amount of $780,157. The
Partnership used $400,000 of the net proceeds to settle the remaining principal
balance of the Purchase Money Notes and accrued interest thereon which amounted
to approximately $2,932,796, resulting in forgiveness of indebtedness income of
$2,532,796. For tax purposes, the entire gain to be realized by the Partnership
is anticipated to be approximately $4,800,000.
On August 1, 1997, the property and the related assets and liabilities of
Northgate Townhouse Apartments ("Northgate ") were sold to a third party for
approximately $4,000,000, resulting in a loss in the amount of approximately
$300,000 and forgiveness of indebtedness income of approximately $200,000 as a
result of forgiveness of amounts due to the general partner of Northgate. The
Partnership used approximately $700,000 of the net proceeds to settle the
associated Purchase Money Notes and accrued interest which had a total
outstanding balance of approximately $6,900,000, resulting in forgiveness of
indebtedness income of approximately $6,200,000. Therefore, the entire
forgiveness of indebtedness income realized by the Partnership from this
transaction is approximately $6,400,000. For tax purposes, the entire gain to be
20
<PAGE>
realized by the Partnership is anticipated to be approximately $9,100,000.
On August 1, 1997, the property and the related assets and liabilities of
Westminster Manor Apartments ("Westminster") were sold to a third party for
approximately $7,300,000, resulting in a gain in the amount of approximately
$800,000 and forgiveness of indebtedness income of approximately $500,000 as a
result of forgiveness of amounts due to the general Partner of Westminster. The
Partnership used approximately $2,700,000 of the net proceeds to settle the
associated Purchase Money Notes and accrued interest which had a total
outstanding balance of approximately $8,300,000, resulting in forgiveness of
indebtedness income of approximately $5,600,000. Therefore, the entire
forgiveness of indebtedness income realized by the Partnership from this
transaction is approximately $6,100,000. For tax purposes, the entire gain to be
realized by the Partnership is anticipated to be approximately $10,500,000.
On August 11, 1997, the Partnership's Local Partnership Interest in Buttonwood
Acres at New Bedford ("Buttonwood") was sold back to Buttonwood for
approximately $533,000, resulting in a loss in the amount of approximately
$2,300,000 and forgiveness of indebtedness income of approximately $1,700,000 as
a result of forgiveness of the mortgage note payable to HUD and accrued interest
thereon. No proceeds were used to settle the associated Purchase Money Notes and
accrued interest which had a total outstanding balance of approximately
$4,800,000, resulting in additional forgiveness of indebtedness income.
Therefore, the entire forgiveness of indebtedness income realized by the
Partnership from this transaction is approximately $6,500,000. For tax purposes,
the entire gain to be realized by the Partnership is anticipated to be
approximately $5,700,000.
On April 8, 1997, the Partnership entered into an option agreement with Rockdale
West at New Bedford ("Rockdale") and Solemar at South Dartmouth ("Solemar")
whereby Rockdale and/or Solemar can purchase the Partnership's respective
limited partnership interests for prices of approximately $1,066,000 and
$902,000, respectively. The prices are each indexed for inflation and the
associated Purchase Money Notes cannot be foreclosed upon during the term of the
option agreement.
On July 30, 1997, Lancaster Manor Associates, Ltd. solicited the holders of the
associated Purchase Money Notes to a sale for a total price of $4,000,000. The
offer expired on August 14, 1997, however it was extended in order to gain the
unanimous consent of the noteholders and is still pending.
21
<PAGE>
For a discussion of contingencies affecting certain Local Partnerships, see Note
5 to the financial statements. Since the maximum loss the Partnership would be
liable for is its net investment in the respective local partnerships, the
resolution of the existing contingencies is not anticipated to impact future
results of operations, liquidity or financial condition in a material way.
Management is not aware of any trends or events, commitments or uncertainties,
which have not been otherwise disclosed, that will or are likely to impact
liquidity in a material way. Management believes the only impact would be from
laws that have not yet been adopted. The portfolio is diversified by the
location of the properties around the United States so that if one area of the
country is experiencing downturns in the economy, the remaining properties in
the portfolio may be experiencing upswings. However, the geographic
diversification of the portfolio may not protect against a general downturn in
the national economy.
Results of Operations
The results of operations of the Partnership, as well as the Local Partnerships,
excluding Bicentennial, which sold its property on May 2, 1996, Knollwood I,
Ltd., Knollwood II, Ltd., Knollwood III, Ltd. and Knollwood IV, Ltd. (together
the "Knollwoods"), which sold their properties on May 7, 1997, Parklane II,
Ltd., which sold its property on June 30, 1997, gain on sale of property,
administrative and management-related parties and forgiveness of indebtedness
income remained fairly consistent during the three and six months ended
September 25, 1997 and 1996. The majority of Local Partnership income continues
to be in the form of rental income with the corresponding expenses being divided
among operations, depreciation and mortgage interest. In addition, the
Partnership incurred interest expense relating to the Purchase Money Notes which
were issued when the Local Partnerships were acquired.
Rental income decreased approximately 4% and 2% for the three and six months
ended September 25, 1997 as compared to 1996. Excluding Bicentennial, the
Knollwoods and Parklane, rental income increased less than 1% and approximately
1% for the three and six months ended September 25, 1997 as compared to 1996
primarily due to rental rate increases.
Other income increased approximately $55,000 for the three months ended
September 25, 1997 as compared to 1996. Excluding Bicentennial, the Knollwoods
and Parklane, such income increased approximately $85,000 primarily due to an
underaccrual in 1996 of insurance reimbursements relating to damage caused by a
hurricane at one Local Partnership and the overstatement of such income at one
Local Partnership in the first quarter of 1996 which was corrected in the second
quarter.
22
<PAGE>
Total expenses excluding Bicentennial, the Knollwoods, Parklane, administrative
and management and administrative and management-related parties remained fairly
consistent with decreases of approximately 2% and 1% for the three and six
months ended September 25, 1997 as compared to the same periods in 1996.
Administrative and management expenses increased approximately $289,000 and
$339,000 for the three and six months ended September 25, 1997 as compared to
1996. Excluding Bicentennial, the Knollwoods and Parklane, such expenses
increased approximately $165,000 and $264,000 primarily due to the amortization
of fees incurred by the Partnership to extend the maturity dates of purchase
money notes and an increase in legal expenses at one Local Partnership.
Administrative and management-related parties increased approximately $276,000
and $560,000 for the three and six months ending September 25, 1997 as compared
to 1996 primarily due to an increase in partnership management fees payable to
the General Partners.
Taxes and insurance expense decreased approximately $158,000 and $301,000, for
the three and six months ended September 25, 1997 as compared to 1996 primarily
due to decreases relating to Bicentennial, the Knollwoods and Parklane.
Excluding Bicentennial, the Knollwoods and Parklane, such expenses remained
fairly consistent with decreases of approximately $95,000 and $167,000. Interest
expense decreased approximately $349,000 for the three months ended September
25, 1997 as compared to 1996 primarily due to decreases relating to
Bicentennial, the Knollwoods and Parklane. Excluding Bicentennial, the
Knollwoods and Parklane, such expenses decreased approximately $282,000.
A gain on sale of properties in the amounts of approximately $7,043,000 and
$661,000 was recorded for both the three and six months ended September 25, 1997
and 1996, respectively, and forgiveness of indebtedness income in the amounts of
approximately $8,524,000 and $11,513,000 were recorded for both the three and
six months ended September 25, 1997 and 1996, respectively (see Note 4 to the
Financial Statements).
23
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The litigation described in Note 6 to the financial statements
contained in Part I, Item 1 is incorporated herein by reference.
Item 2. Changes in Securities - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other information
Paul L. Abbott, ceased to serve as President, Chief Executive Officer
and Chief Financial Officer of Assisted Housing Associates, Inc., effective
September 1, 1997. Effective September 1, 1997, Doreen D. Odell was elected
President, Chief Executive Officer and Chief Financial Officer of Assisted
Housing Associates, Inc.
Affiliates of Related Beta Corporation and Assisted Housing Associates
Inc., general partners of the Partnership, have entered into a Purchase
Agreement pursuant to which Assisted Housing Associates Inc. agreed to sell and
an affiliate of Related Beta Corporation agreed to purchase 100% of the stock of
Assisted Housing Associates Inc. (the "Transfer"). Pursuant to the Partnership
Agreement, the consent of Limited Partners is not required to approve the
Transfer. The Partnership, Related Beta Corporation and Assisted Housing
Associates Inc. intend to consummate the Transfer no later than December 31,
1997. There can be no assurance, however, when or if the Transfer will be
consummated.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
27 Financial Data Schedule (filed herewith).
(b) Reports on Form 8-K - No reports on Form 8-K were filed during
the quarter
24
<PAGE>
SIGNATURES
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.
CAMBRIDGE ADVANTAGED
PROPERTIES LIMITED PARTNERSHIP
(Registrant)
By: RELATED BETA CORPORATION,
a General Partner
Date: November 13, 1997
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes,
Vice President
(principal financial officer)
Date: November 13, 1997
By: /s/ Richard A. Palermo
----------------------
Richard A. Palermo,
Treasurer
(principal accounting officer)
By: ASSISTED HOUSING ASSOCIATES,
INC., a General Partner
Date: November 13, 1997
By: /s/ Doreen D. Odell
-------------------
Doreen D. Odell,
President, Chief Executive Officer
and Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial information
extracted from the financial statements for
Cambridge Advantaged Properties Limited Partnership
and is qualified in its entirety by reference to
such financial statements
</LEGEND>
<CIK> 0000748847
<NAME> Cambridge Advantaged Properties Limited Partnership
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-25-1998
<PERIOD-START> MAR-26-1997
<PERIOD-END> SEP-25-1997
<CASH> 18,278,666
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,491,864
<PP&E> 212,800,248
<DEPRECIATION> 92,970,372
<TOTAL-ASSETS> 139,600,406
<CURRENT-LIABILITIES> 10,176,017
<BONDS> 274,879,250
0
0
<COMMON> 0
<OTHER-SE> (118,454,861)
<TOTAL-LIABILITY-AND-EQUITY> 139,600,406
<SALES> 0
<TOTAL-REVENUES> 25,192,911
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 18,666,392
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,308,868
<INCOME-PRETAX> 8,741,176
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 8,523,525
<CHANGES> 0
<NET-INCOME> 8,741,176
<EPS-PRIMARY> 702
<EPS-DILUTED> 0
</TABLE>
