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 June 25, 1998
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)
<TABLE>
<CAPTION>
============ ============
June 25, March 25,
1998 1998
------------ ------------
<S> <C> <C>
ASSETS
Property and equipment - net,
less accumulated depreciation
of $77,294,736 and $83,277,443,
respectively $ 88,014,782 $102,085,627
Property and equipment -
held for sale - net, less
accumulated depreciation of
$10,702,776 and $3,218,752,
respectively 17,226,680 4,441,392
Cash and cash equivalents 2,566,851 1,976,935
Cash - restricted for tenants'
security deposits 1,264,725 1,268,097
Mortgage escrow deposits 10,825,832 10,231,135
Prepaid expenses and other assets 1,351,302 1,694,068
------------ ------------
Total assets $121,250,172 $121,697,254
============ ============
LIABILITIES AND PARTNERS' DEFICIT
Liabilities
Mortgage notes payable $ 68,372,593 $ 68,915,073
Purchase money notes payable
(Note 2) 65,750,933 68,296,196
Due to selling partners (Note 2) 83,862,561 86,156,722
Accounts payable, accrued
expenses and other liabilities 2,858,812 2,769,806
Tenants' security deposits payable 1,209,070 1,183,799
Due to general partners of
subsidiaries and their affiliates 1,322,446 1,361,990
Due to general partners and
affiliates 1,784,251 1,477,654
------------ ------------
Total liabilities 225,160,666 230,161,240
------------ ------------
Minority interest 857 2,082
------------ ------------
Commitments and contingencies (Note 5)
Partners' deficit:
Limited partners (102,334,713) (106,843,883)
General partners (1,576,638) (1,622,185)
------------ ------------
Total partners' deficit (103,911,351) (108,466,068)
------------ ------------
Total liabilities and partners' deficit $121,250,172 $121,697,254
============ ============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
2
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
===========================
Three Months Ended
June 25,
---------------------------
1998 1997
----------- -----------
<S> <C> <C>
Revenues
Rentals, net $ 7,099,729 $ 8,905,977
Other 247,181 305,435
Gain on sale of property
(Note 4) 595,012 0
----------- -----------
Total revenues 7,941,922 9,211,412
----------- -----------
Expenses
Administrative and management 1,298,249 1,512,084
Administrative and management-
related parties (Note 3) 731,961 863,225
Operating 1,610,509 1,889,403
Repairs and maintenance 1,765,439 2,163,580
Taxes and insurance 952,513 1,053,007
Interest 2,329,205 3,234,660
Depreciation 1,501,829 2,108,714
----------- -----------
Total expenses 10,189,705 12,824,673
----------- -----------
Net loss before minority interest (2,247,783) (3,613,261)
Minority interest in income
of subsidiaries (608) (2,528)
----------- -----------
Loss before extraordinary item (2,248,391) (3,615,789)
Extraordinary item-forgiveness of
indebtedness income (Note 4) 6,803,108 0
----------- -----------
Net income (loss) $ 4,554,717 $(3,615,789)
=========== ===========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
3
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Statement of Changes In Partners' Deficit
(Unaudited)
<TABLE>
<CAPTION>
===================================================
Limited General
Total Partners Partners
---------------------------------------------------
<S> <C> <C> <C>
Balance -
March 26, 1998 $(108,466,068) $(106,843,883) $(1,622,185)
Net income 4,554,717 4,509,170 45,547
------------- ------------- -----------
Balance -
June 25, 1998 $(103,911,351) $(102,334,713) $(1,576,638)
============= ============= ===========
</TABLE>
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)
<TABLE>
<CAPTION>
=============================
Three Months Ended
June 25,
-----------------------------
1998 1997*
-----------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 4,554,717 $(3,615,789)
Adjustments to reconcile net income
to net cash provided
by operating activities:
Gain on sale of property (Note 4) (595,012) 0
Extraordinary item-forgiveness of
indebtedness income (Note 4) (6,803,108) 0
Depreciation 1,501,829 2,108,714
Minority interest in income
of subsidiaries 608 2,528
Decrease (increase) in cash-restricted
for tenants' security deposits 3,372 (9,551)
(Increase) decrease in mortgage
escrow deposits (400,282) 195,535
Decrease in prepaid
expenses and other assets 342,766 45,900
Increase in due to selling partners 1,967,607 2,469,484
Payments of interest to selling
partners (3,923) (308,090)
Increase in accounts payable,
accrued expenses
and other liabilities 89,006 278,782
Increase in tenants' security
deposits payable 25,271 7,182
Increase in due to general partners
of subsidiaries and their affiliates 113,523 69,125
Decrease in due to general partners
of subsidiaries and their affiliates (153,067) (2,025)
Increase in due to
general partners and affiliates 302,278 240,105
----------- -----------
Total adjustments (3,609,132) 5,097,689
----------- -----------
Net cash provided by operating
activities 945,585 1,481,900
----------- -----------
</TABLE>
*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)
<TABLE>
<CAPTION>
=============================
Three Months Ended
June 25,
-----------------------------
1998 1997*
-----------------------------
<S> <C> <C>
Cash flows from investing activities:
Proceeds from sale of properties 600,000 0
Acquisitions of property and
equipment (216,941) (250,014)
Increase in mortgage escrow
deposits (194,415) (20,629)
---------- ----------
Net cash provided by (used in)
investing activities 188,644 (270,643)
---------- ----------
Cash flows from financing activities:
Principal payment of mortgage
notes payable (542,480) (630,772)
Decrease in minority interest (1,833) (7,073)
---------- ----------
Net cash used in financing activities (544,313) (637,845)
---------- ----------
Net increase in cash and cash
equivalents 589,916 573,412
Cash and cash equivalents -
beginning of period 1,976,935 2,618,155
---------- ----------
Cash and cash equivalents -
end of period $2,566,851 $3,191,567
========== ==========
Supplemental disclosures of noncash
activities:
Increase in purchase money
notes payable due to the
capitalization of prepaid expenses
and other assets $ 0 $ 4,158
Increase in property and equipment -
held for sale reclassified from
property and equipment 12,785,288 0
</TABLE>
*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)
<TABLE>
<CAPTION>
========================
Three Months Ended
June 25,
------------------------
1998 1997*
------------------------
<S> <C> <C>
Forgiveness of indebtedness
(Note 4):
Decrease in purchase money
note payable (2,545,263) 0
Decrease in due to selling
partners (4,257,845) 0
Summarized below are the
components of the gain on
sale of property:
Decrease in property and
equipment, net of
accumulated depreciation 669 0
Decrease in due to general
partners of subsidiaries
and their affiliates 4,319 0
</TABLE>
*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
June 25, 1998
(Unaudited)
Note 1 - General
The consolidated financial statements for the three months ended June 25, 1998
and 1997 include the accounts of Cambridge Advantaged Properties Limited
Partnership (the "Partnership") and fifty-two and sixty subsidiary partnerships
("subsidiaries," "subsidiary partnerships" or "Local Partnerships"). 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.
For financial reporting purposes, the Partnership's fiscal quarter ends June 25.
All subsidiaries have fiscal quarters ending March 31. Accounts of the
subsidiary partnerships have been adjusted for intercompany transactions from
April 1 through June 25. The Partnership's fiscal quarter ends on June 25 in
order to allow adequate time for the subsidiaries financial statements to be
prepared and consolidated. The books and records of the Partnership are
maintained on the accrual basis of accounting, in accordance with generally
accepted accounting principles ("GAAP").
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. Such losses
aggregated approximately $0 and $17,000 for the three months ended June 25, 1998
and 1997, respectively. The Partnership's investment in each subsidiary is equal
to the respective subsidiary's partners' equity less minority interest capital,
if any. In consolidation, all subsidiary partnership losses
8
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 25, 1998
(Unaudited)
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, 1998. 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 June 25, 1998 and the results of operations
and cash flows for the three months ended June 25, 1998 and 1997. However, the
operating results for the three months ended June 25, 1998 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, 1998 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.
The Purchase Money Notes generally provide for compound interest at rates which,
in general, ranged from 9% to 10% 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 June 25, 1998, the maturity dates of each of the
Purchase Money Notes associated with the remaining properties owned by the
subsidiary partnerships were extended for two years (see below). Purchase money
9
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 25, 1998
(Unaudited)
notes at June 25, 1998 and March 25, 1998 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, as extended, will not be in
default during the initial term, as extended, 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 extended due
date of the note. Continued accrual of such interest beyond the initial term,
without payment, reduces 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 $83,000,000 and $85,000,000 as of June 25, 1998 and March 25,
1998, 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 was permitted to extend the term of the Purchase Money Notes for
up to three additional years (four years with respect to three subsidiary
partnerships). In connection with such extensions, the Partnership incurred an
extension fee of 1/2% per annum of the outstanding principal balance of the
notes. Through June 25, 1998, the maturity dates of each of the Purchase Money
Notes associated with the remaining properties owned by the subsidiary
partnerships (ranging from August to December 1996) were extended for two years.
Extension fees in the amount of $452,878 were incurred by the Partnership. Such
notes are now due with maturity dates ranging from August to December 1998. Of
such fees incurred, $313,315 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
10
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 25, 1998
(Unaudited)
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 some of 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 $7,000 and $640,000 were made
to the Partnership for the three months ended June 25, 1998 and 1997,
respectively, of which approximately $4,000 and $384,000, respectively, was used
to pay interest on the Purchase Money Notes. Distributions of proceeds from
sales of properties aggregating approximately $0 and $2,071,000 were made to the
Partnership during the three months ended June 25, 1998 and 1997, none of which
was used to pay principal and interest on the Purchase Money Notes.
Note 3 - Related Party Transactions
The costs incurred to related parties for the three months ended June 25, 1998
and 1997 were as follows:
<TABLE>
<CAPTION>
Three Months Ended
June 25,
-------------------------
1998 1997
-------------------------
<S> <C> <C>
Partnership management fees (a) $285,500 $285,500
Expense reimbursement (b) 32,500 90,469
Property management fees (c) 392,961 466,256
Local administrative fee (d) 21,000 21,000
-------- --------
$731,961 $863,225
======== ========
</TABLE>
11
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 25, 1998
(Unaudited)
(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 approximately $843,000 and $558,000 were accrued and
unpaid as of June 25, 1998 and March 25, 1998, 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 approximately
$130,000 and $114,000 were accrued and unpaid as of June 25, 1998 and March 25,
1998, respectively.
(c) Property management fees incurred to affiliates of the subsidiary
partnerships amounted to $392,961 and $466,256 for the three months ended June
25, 1998 and 1997, respectively. Property management fees incurred to affiliates
of the Partnership amounted to $0 for both the three months ended June 25, 1998
and 1997, 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 Property
On May 22, 1998, the Partnership's Local Partnership interest in Rockdale West
at New Bedford ("Rockdale") was sold back to Rockdale for $600,000, resulting in
a gain in the amount of approximately $700,000. Of the estimated gain of
$700,000 approximately $100,000 will be recorded in the next quarter. No
proceeds were used to settle the associated Purchase Money Notes and accrued
interest which had a total outstanding balance of
12
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 25, 1998
(Unaudited)
$6,803,108, resulting in forgiveness of indebtedness income. For tax purposes,
the entire gain to be realized by the Partnership is anticipated to be
approximately $9,700,000.
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, 1998.
Bonnie Doone Apartments, Ltd.
- - -----------------------------
Bonnie Doone Apartments, Ltd. ("Bonnie Doone") relies on continuance of the
Section 8 rent subsidy contracts which represented 43% of total revenue for the
three months ended March 31, 1998. The current contracts expire on July 31,
1998, and May 31, 1999. Management of Bonnie Doone is currently actively
pursuing renewal of the rental subsidy contract with HUD.
Dickens Ferry Apartments Ltd.
- - -----------------------------
Dickens Ferry Apartments Ltd. ("Dickens Ferry") relies on continuance of the
Section 8 rent subsidy contracts which represented 61% of total revenue for the
three months ended March 31, 1998. The current contracts expire on July 31, 1998
and September 30, 1998. Management of Dickens Ferry is currently actively
pursuing renewal of the rental subsidy contract with HUD.
Park of Pecan I, Ltd. and Park of Pecan II, Ltd.
- - ------------------------------------------------
On January 13, 1998, Park of Pecan I, Ltd. and Park of Pecan II, Ltd. entered
into a purchase and sale agreement with an unaffiliated third party for a
purchase price of $5,275,000 which includes $850,000 in tax exempt second
mortgage bonds. The Partnership will receive these tax exempt bonds as its share
of the purchase price. The contract has since been amended to reflect a lower
price adjustment and $600,000 in tax exempt bonds to the Partnership. The
closing is expected to occur during August 1998. However, no assurance can be
given that the closing will occur.
Oakbrook Villa Apartments
- - -------------------------
On April 30, 1998, the Oakbrook Villa partnership entered into a purchase and
sale agreement with an unaffiliated third party for a
13
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 25, 1998
(Unaudited)
purchase price of $8,250,000. The closing is expected to occur during August
1998. However, no assurance can be given that the closing will occur.
Lancaster Manor
- - ---------------
On May 29, 1998, Lancaster Manor entered into a purchase and sale agreement with
an unaffiliated third party for a purchase price of $13,000,000. The closing is
expected to occur during August 1998. However, no assurance can be given that
the closing will occur.
14
<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 and
net proceeds from pending and future sales. These sources are available to meet
the obligations of the Partnership. During the three months ended June 25, 1998
and 1997, the Partnership received approximately $7,000 and $640,000,
respectively, of cash flow distributions, of which approximately $4,000 and
$384,000, respectively, was used to pay interest on the Purchase Money Notes.
Distributions of proceeds from sales of properties aggregating approximately $0
and $2,071,000 were made to the Partnership during the three months ended June
25, 1998 and 1997, none of which was used to pay principal and interest on the
Purchase Money Notes. Accordingly, certain fees and expense reimbursements owed
to the General Partners amounting to approximately $1,248,000 and $947,000 were
accrued and unpaid as of June 25, 1998 and March 25, 1998, respectively. The
General partners believe that the Partnership's reserves, net proceeds from
pending and future sales and future cash flow distributions will be adequate for
its operating needs.
During the three months ended June 25, 1998, cash and cash equivalents of the
Partnership and its fifty-two consolidated Local Partnerships increased
approximately $590,000. This increase was due to cash flow provided by operating
activities ($946,000) and proceeds from the sale of property ($600,000) which
exceeded, acquisitions of property and equipment ($217,000), a decrease in
minority interests ($2,000), an increase in mortgage escrow deposits ($194,000)
and repayments of mortgage notes payable ($542,000). Included in the adjustments
to reconcile the net income to cash flow provided by operating activities are
gain on sale of property ($595,000), forgiveness of indebtedness income
($6,803,000) and depreciation ($1,502,000).
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 and the Housing Opportunity Program Extension
Act of 1996 (the "1996 Act") (together the "Preser-
15
<PAGE>
vation Acts"). 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.
The following eight Local Partnerships filed for incentives under the
Preservation Acts: Lansing, MI - Cranbrook Manor Apts., Romulus, MI - Oakbrook
Villa Apts., New Bedford, MA - Buttonwood Acres, Wyandotte, MI - Villa Apollo
Associates Limited Partnership and Villa Apollo # 2 Limited Partnership, South
Dartmouth, MA - Solemar, Sterling Heights, MI - Carlton Terrace Apartments, and
San Diego, CA - Lancaster Manor Apartments. The Buttonwood Acres property was
sold on August 11, 1997. The Oakbrook Villa Apts. property entered into a
purchase and sale agreement on April 30, 1998. The Lancaster Manor Apartments
property entered into a purchase and sale agreement on May 29, 1998.
Funding for the 1996 Act is subject to appropriations by Congress. Congress
funded $624 million in fiscal year 1996 for the preservation of housing.
Congress has funded approximately $325 million for preservation for 1997 fiscal
year. Moreover only $175 million of the 1997 allocation is available to fund
preservation, while the balance is set aside for rental assistance payments and
for special projects. There is a backlog of properties having a preservation
value in excess of $900 million. Accordingly, no assurance can be given that any
of the Local Partnerships will obtain such incentives.
For a discussion of Purchase Money Notes Payable, see Note 2 to the financial
statements.
For a discussion of the Partnership's sale of property see Note 4 to the
financial statements.
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.
16
<PAGE>
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 Knollwood I, Ltd., Knollwood II, Ltd., Knollwood III, Ltd. and
Knollwood IV, Ltd. (together the "Knollwoods") and Parklane II, Ltd.
("Parklane") which sold their properties and the related assets and liabilities
and Northgate Townhouse Apartments, Westminster Manor Apartments and Buttonwood
Acres which sold their Local Partnership's interest, gain on sale of properties
and forgiveness of indebtedness income, remained fairly consistent during the
three months ended June 25, 1998 and 1997. 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 20% for the three months ended June 25,
1998 as compared to 1997. Excluding the Knollwoods, Parklane, Northgate,
Westminster and Buttonwood rental income increased less than 1% for the three
months ended June 25, 1998 as compared to 1997 primarily due to rental rate
increases.
Other income decreased approximately $58,000 for the three months ended June 25,
1998 as compared to 1997. Excluding the Knollwoods, Parklane, Northgate,
Westminster and Buttonwood, such income increased approximately $14,000.
Total expenses excluding the sold properties and Park of Pecan I, Ltd. and Park
of Pecan II, Ltd., Lancaster Manor and Oakbrook Villa for depreciation purposes
only, remained fairly consistent with a decrease of approximately 2% for the
three months ended June 25, 1998 as compared to 1997.
17
<PAGE>
Administrative and management, administrative and management-related parties,
operating, repairs and maintenance, interest and depreciation expense decreased
approximately $214,000, $131,000, $279,000, $398,000, $905,000 and $607,000,
respectively, for the three months ended June 25, 1998 as compared to 1997
primarily due to decreases relating to the Knollwoods, Parklane, Northgate,
Westminster and Buttonwood. Excluding the sold properties and Park of Pecan I,
Ltd. and Park of Pecan II, Ltd., Lancaster Manor and Oakbrook Villa for
depreciation only, such expenses remained fairly consistent with decreases of
approximately $7,000, $34,000, $50,000, $52,000, $80,000 and $3,000,
respectively, for the three months ended June 25, 1998 as compared to 1997. Park
of Pecan I, Ltd. and Park of Pecan II, Ltd., Lancaster Manor and Oakbrook Villa
are not depreciated during the quarter because they are classified as assets
held for sale.
A gain on sale of property in the amount of approximately $595,000 was recorded
for the three months ended June 25, 1998 and forgiveness of indebtedness income
in the amount of approximately $6,803,000 was recorded for the three months
ended June 25, 1998 (see Note 4 to the Financial Statements).
Year 2000 Compliance
- - --------------------
As the year 2000 approaches, an issue has emerged regarding how existing
application software programs and operating systems can accommodate this date
value. Failure to adequately address this issue could have potentially serious
repercussions. The General Partners are in the process of working with the
Partnership's service providers to prepare for the year 2000. Based on
information currently available, the Partnership does not expect that it will
incur significant operating expenses or be required to incur material costs to
be year 2000 compliant.
18
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The litigation described in Note 5 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 - None
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.
19
<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: August 5, 1998
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes,
Vice President
(principal financial officer)
Date: August 5, 1998
By: /s/ Glenn F. Hopps
------------------
Glenn F. Hopps,
Treasurer
(principal accounting officer)
By: ASSISTED HOUSING ASSOCIATES,
INC., a General Partner
Date: August 5, 1998
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes,
Vice President
(principal financial officer)
Date: August 5, 1998
By: /s/ Glenn F. Hopps
------------------
Glenn F. Hopps,
Treasurer
(principal accounting officer)
<PAGE>
By: CAMBRIDGE AND RELATED ASSOCIATES
LIMITED PARTNERSHIP
By: Related Beta Corporation,
Date: August 5, 1998
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes,
Vice President
(principal financial officer)
Date: August 5, 1998
By: /s/ Glenn F. Hopps
------------------
Glenn F. Hopps,
Treasurer
(principal accounting 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> 3-MOS
<FISCAL-YEAR-END> MAR-25-1999
<PERIOD-START> MAR-26-1998
<PERIOD-END> JUN-25-1998
<CASH> 14,657,408
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,351,302
<PP&E> 193,238,974
<DEPRECIATION> 87,997,512
<TOTAL-ASSETS> 121,250,172
<CURRENT-LIABILITIES> 7,174,579
<BONDS> 217,986,087
0
0
<COMMON> 0
<OTHER-SE> (103,910,494)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 121,250,172
<TOTAL-REVENUES> 7,941,922
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,860,500
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,329,205
<INCOME-PRETAX> 4,554,717
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 6,803,108
<CHANGES> 0
<NET-INCOME> 4,554,717
<EPS-PRIMARY> 0
<EPS-DILUTED> 373
</TABLE>
