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, 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>
September 25, March 25,
1998 1998
------------ ------------
<S> <C> <C>
ASSETS
Property and equipment - net,
less accumulated depreciation
of $72,643,682 and $83,277,443,
respectively $ 83,452,872 $102,085,627
Property and equipment -
held for sale - net, less
accumulated depreciation of
$10,702,776 and $3,218,752,
respectively 17,170,302 4,441,392
Cash and cash equivalents 2,054,522 1,976,935
Cash - restricted for tenants'
security deposits 1,171,405 1,268,097
Mortgage escrow deposits 10,491,665 10,231,135
Prepaid expenses and other assets 1,366,347 1,694,068
------------ ------------
Total assets $115,707,113 $121,697,254
============ ============
LIABILITIES AND PARTNERS' DEFICIT
Liabilities
Mortgage notes payable $ 63,400,735 $ 68,915,073
Purchase money notes payable
(Note 2) 65,756,065 68,296,196
Due to selling partners (Note 2) 85,582,232 86,156,722
Accounts payable, accrued
expenses and other liabilities 2,694,862 2,769,806
Tenants' security deposits payable 1,160,378 1,183,799
Due to general partners of
subsidiaries and their affiliates 1,329,289 1,361,990
Due to general partners and
affiliates 2,007,575 1,477,654
------------ ------------
Total liabilities 221,931,136 230,161,240
------------ ------------
Minority interest 3,122 2,082
------------ ------------
Commitments and contingencies (Note 5)
Partners' deficit:
Limited partners (104,627,349) (106,843,883)
General partners (1,599,796) (1,622,185)
------------ ------------
Total partners' deficit (106,227,145) (108,466,068)
------------ ------------
Total liabilities and partners' deficit $115,707,113 $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 Six Months Ended
September 25, September 25,
-------------------------- --------------------------
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues:
Rentals, net $ 7,030,714 $8,576,079 $14,130,443 $17,482,056
Other 307,981 362,801 555,162 668,236
Gain on sale of
property (Note 4) 155,600 7,042,619 750,612 7,042,619
----------- ----------- ----------- -----------
Total revenues $ 7,494,295 $15,981,499 $15,436,217 25,192,911
----------- ----------- ----------- -----------
Expenses
Administrative and
management 1,220,650 1,624,777 2,518,899 3,136,861
Administrative and
management-
related parties
(Note 3) 729,487 847,444 1,461,448 1,710,669
Operating 1,309,500 1,361,158 2,920,009 3,250,561
Repairs and
maintenance 1,891,524 2,168,380 3,656,963 4,331,960
Taxes and insurance 901,606 1,064,879 1,854,119 2,117,886
Interest 2,283,597 3,074,208 4,612,802 6,308,868
Depreciation 1,471,460 2,009,741 2,973,289 4,118,455
----------- ----------- ----------- -----------
Total expenses 9,807,824 12,150,587 19,997,529 24,975,260
----------- ----------- ----------- -----------
Net income (loss)
before minority
interest (2,313,529) 3,830,912 (4,561,312) 217,651
Minority interest
in income of
subsidiaries (2,265) (173,069) (2,873) (175,597)
----------- ----------- ----------- -----------
Income (loss) before
extra-ordinary item (2,315,794) 3,657,843 (4,564,185) 42,054
Extraordinary item-
forgiveness of
indebtedness
income (Note 4) 0 8,523,525 6,803,108 8,523,525
----------- ----------- ----------- -----------
Net income (loss) $(2,315,794) $12,181,368 $2,238,923 $8,565,579
----------- ----------- ----------- -----------
</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 2,238,923 2,216,534 22,389
------------- ------------- -----------
Balance -
September 25,
1998 $(106,227,145) $(104,627,349) $(1,599,796)
============= ============= ===========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
3
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
September 25,
----------------------------
1998 1997
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income $2,238,923 $8,565,579
---------- ----------
Adjustments to reconcile net income
to net cash provided
by operating activities:
Gain on sale of property (Note 4) (750,612) (7,042,619)
Extraordinary item-forgiveness of
indebtedness income (Note 4) (6,803,108) (8,523,525)
Depreciation 2,973,289 4,118,455
Minority interest in income
of subsidiaries 2,873 175,597
Decrease in cash-restricted
for tenants' security deposits 23,028 102,070
(Increase) decrease in mortgage
escrow deposits (271,184) 55,377
(Increase) decrease in prepaid
expenses and other assets (128,094) 159,719
Increase in due to selling partners 3,802,801 4,781,714
Payments of interest to selling
partners (119,446) (1,267,940)
(Decrease) increase in accounts
payable, accrued expenses
and other liabilities (865,703) 810,188
Increase (decrease) in tenants'
security deposits payable 44,051 (109,392)
Increase in due to general partners
of subsidiaries and their affiliates 203,453 260,997
Decrease in due to general partners
of subsidiaries and their affiliates (236,154) (103,863)
Increase in due to
general partners and affiliates 525,602 404,194
---------- ----------
Total adjustments (1,599,204) (6,179,028)
---------- ----------
Net cash provided by operating
activities 639,719 2,386,551
---------- ----------
</TABLE>
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>
Six Months Ended
September 25,
----------------------------
1998 1997
---------- ----------
<S> <C> <C>
Cash flows from investing activities:
Proceeds from sale of properties 600,000 24,146,567
Acquisitions of property and
equipment (756,615) (726,778)
Increase in mortgage
escrow deposits 10,654 0
---------- ----------
Net cash (used in) provided by
investing activities (145,961) 23,419,789
---------- ----------
Cash flows from financing activities:
Decrease in purchase
money notes payable 0 (7,679,153)
Principal payment of mortgage
notes payable (414,338) (14,613,078)
Decrease in minority interest (1,833) (213,675)
---------- ----------
Net cash used in financing activities (416,171) (22,505,906)
---------- ----------
Net increase in cash and cash
equivalents 77,587 3,300,434
Cash and cash equivalents -
beginning of period 1,976,935 2,618,155
---------- ----------
Cash and cash equivalents -
end of period $2,054,522 $5,918,589
========== ==========
Supplemental disclosures of noncash
activities:
Increase in purchase money
notes payable due to the
capitalization of prepaid expenses
and other assets $ 5,132 $ 70,218
Increase in property and equipment -
held for sale reclassified from
property and equipment 12,728,910 0
</TABLE>
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>
Six Months Ended
September 25,
----------------------------
1998 1997
---------- ----------
<S> <C> <C>
Forgiveness of indebtedness
(Note 4):
Decrease in purchase money
note payable (2,545,263) (226,317)
Decrease in due to selling
partners (4,257,845) (8,274,238)
Decrease in due to general
partners of subsidiaries and
their affiliates 0 (22,970)
Summarized below are the
components of the gain on
sale of property:
Decrease in property and
equipment, net of
accumulated depreciation 3,687,171 16,974,261
Decrease in due to general
partners of subsidiaries
and their affiliates 4,319 0
Decrease in cash-restricted for
tenants' security deposits 73,664 23,152
Decrease in prepaid expenses
and other assets 460,947 159,268
Decrease in mortgage
escrow deposits 0 67,386
Increase (decrease) in accounts
payable, accrued expenses and
other liabilities 790,759 (96,194)
Decrease in tenants' security
deposits payable (67,472) (23,925)
Decrease in mortgage notes
payable (5,100,000) 0
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
7
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 1998
(Unaudited)
Note 1 - General
The consolidated financial statements for the six months ended September 25,
1998 include the accounts of Cambridge Advantaged Properties Limited Partnership
(the "Partnership") and fifty-two subsidiary partnerships ("subsidiaries,"
"subsidiary partnerships" or "Local Partnerships") one of which only has
activity through the date of sale of the Partnership's Local Partnership
interest. The consolidated financial statements for the six months ended
September 25, 1997 include the account of Cambridge Advantaged Properties
Limited Partnership and sixty subsidiary partnerships, five of which only have
activity through the date of sale of their properties and the related assets and
liabilities. 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
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. The Partnership's fiscal quarter ends on
September 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.
8
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 1998
(Unaudited)
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, 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 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 September 25, 1998, the results of operations
for the three and six months ended September 25, 1998 and 1997 and cash flows
for the six months ended September 25, 1998 and 1997. However, the operating
results for the six months ended September 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 ("Selling Partners") 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 gen-
9
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 1998
(Unaudited)
erally 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 September 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 (five years with respect to two
subsidiary partnerships) (see below). Purchase money notes at September 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, will not be in
default, 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
September 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 September 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
10
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 1998
(Unaudited)
1996) were extended for two years (five years with respect to two subsidiary
partnerships). Extension fees in the amount of $470,880 were incurred by the
Partnership through September 25, 1998. Such notes are now due with maturity
dates ranging from July 1999 to October 2003. Of such fees incurred, $318,447
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 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 Selling Partner's 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 $188,000 and $936,000 were
made to the Partnership for the six months ended September 25, 1998 and 1997,
respectively, of which approximately $112,000 and $562,000, respectively, was
used to pay interest on the Purchase Money Notes. Distributions of proceeds from
sales of properties aggregating approximately $0 and $3,534,000 were made to the
Partnership during the six months ended September 25, 1998 and 1997, $0 and
$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, 1998
(Unaudited)
Note 3 - Related Party Transactions
The costs incurred to related parties for the three and six months ended
September 25, 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 25, September 25,
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Partnership manage-
ment fees (a) $ 285,500 $ 285,500 $ 571,000 $ 571,000
Expense reimburse-
ment (b) 41,390 63,461 73,890 153,930
Local administra-
tive fee (d) 21,000 21,000 42,000 42,000
---------- ---------- ---------- ----------
347,890 369,961 686,890 766,930
Property manage-
ment fees incurred
to affiliates of
the subsidiary
partnerships'
general partners (c) 381,597 477,483 774,558 943,739
---------- ---------- ---------- ----------
$ 729,487 $ 847,444 $1,461,448 $1,710,669
========== ========== ========== ==========
</TABLE>
(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 $1,029,000 and $558,000 were accrued and
unpaid as of September 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 General Partners 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 General Partners amounting to approximately $166,000 and $114,000 were
accrued and unpaid as of September 25, 1998 and March 25, 1998, respectively.
12
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 1998
(Unaudited)
(c) Property management fees incurred to affiliates of the subsidiary
partnerships amounted to $381,597 and $477,483 and $774,558 and $943,739 for the
three and six months ended September 25, 1998 and 1997, respectively. Property
management fees incurred to affiliates of the Partnership amounted to $0 for
both the three and six months ended September 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 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.
On June 30, 1997, 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.
13
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 1998
(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 $700,00 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 $6,400,000.
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 $2,700,00 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 was approximately $6,100,000.
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 was approximately $6,500,000.
On May 22, 1998, the Partnership's Local Partnership interest in Rockdale West
at New Bedford ("Rockdale") was sold back to
14
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 1998
(Unaudited)
Rockdale for $600,000, resulting in a gain in the amount of $750,612. No
proceeds were used to settle the associated Purchase Money Notes and accrued
interest which had a total outstanding balance of $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 58% of total revenue for the
six months ended June 30, 1998. The current contracts expire on May 31, 1999 and
July 31, 1999. Management of Bonnie Doone is currently actively pursuing renewal
of the rental subsidy contracts with HUD.
Dickens Ferry Apartments Ltd.
Dickens Ferry Apartments Ltd. ("Dickens Ferry") relies on continuance of the
Section 8 rent subsidy contracts which represented 63% of total revenue for the
six months ended June 30, 1998. The current contracts expire on July 31, 1999
and September 30, 1999. Management of Dickens Ferry is currently actively
pursuing renewal of the rental subsidy contracts 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 contract has lapsed and the Partnership is soliciting the
interest of other purchasers.
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
15
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 1998
(Unaudited)
purchase price of $8,250,000. The contract has lapsed and the Partnership is
soliciting the interest of other purchasers.
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 contract
has lapsed and the Partnership is soliciting the interest of other purchasers.
On September 25, 1998, the Partnership borrowed $8,000,000 from Bank of Boston
and utilized the proceeds to prepay the existing HUD first mortgage and to
redeem the Purchase Note at a discount. The loan bears interest at a floating
rate based upon Bank of Boston's announced "base rate" plus 1%. The loan matures
December 24, 1998. The property is in the process of bringing the tenant rents
up to true market rents; qualified tenants have been allocated Section 8
vouchers. The loan matures on December 24, 1998. The Partnership is pursuing
both sale and refinancing alternatives.
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 and
net proceeds from pending and future sales. These sources are available to meet
the obligations of the Partnership. During the six months ended September 25,
1998 and 1997, the Partnership received approximately $188,000 and $936,000,
respectively, of cash flow distributions, of which approximately $112,000 and
$562,000, respectively, was used to pay interest on the Purchase Money Notes.
Distributions of proceeds from sales of properties aggregating approximately $0
and $3,534,000 were made to the Partnership during the six months ended
September 25, 1998 and 1997, $0 and $400,000 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
$1,469,000 and $947,000 were accrued and unpaid as of September 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 six months ended September 25, 1998, cash and cash equivalents of the
Partnership and its fifty-two consolidated Local Partnerships increased
approximately $78,000. This increase was primarily due to cash flow provided by
operating activities ($640,000), proceeds from the sale of property ($600,000)
and an increase in mortgage escrow deposits ($11,000) which exceeded
acquisitions of property and equipment ($757,000) and repayments of mortgage
notes payable ($414,000). Included in the adjustments to reconcile the net
income to cash flow provided by operating activities are gain on sale of
property ($751,000), forgiveness of indebtedness income ($6,803,000) and
depreciation ($2,973,000).
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 Pro-
17
<PAGE>
gram Extension Act of 1996 (the "1996 Act") (together the "Preservation 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.
On October 21, 1998 President Clinton signed H.R. 4194 into law. The bill
provided that owners of a property that was eligible for prepayment had to give
notice of such prepayment to both his tenants and to the chief executive of the
state or local government for the jurisdiction in which the housing is located.
The notice must be provided not less than 150 days, but not more than 270 days,
before such payment. Moreover, the owner may not increase the rent change to
tenants for a period of 60 days following such prepayment.
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.
Funding for the 1996 Act is subject to appropriations by Congress. Congress has
not appropriated any funds for preservation since 1997. 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 sale of properties in which the Partnership owns direct
and indirect interest, 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.
18
<PAGE>
Management has been in contact with all the Local Partnerships in the southeast
region and does not anticipate any significant increases to repairs and
maintenance due to the effect of Hurricane Georges on the portfolio.
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,
remained fairly consistent during the three and six months ended September 25,
1998 and 1997, excluding Knollwood I, Ltd., Knollwood II, Ltd., Knollwood III,
Ltd. and Knollwood IV, Ltd. and Parklane II, Ltd. which sold their properties
and the related assets and liabilities and Rockdale West, Northgate Townhouse
Apartments, Westminster Manor Apartments and Buttonwood Acres which sold their
Local Partnership's interest (collectively the "Sold Assets") , gain on sale of
properties and forgiveness of indebtedness income. 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 18% and 19% for the three and six months
ended September 25, 1998 as compared to 1997. Excluding the Sold Assets, rental
income increased approximately 2% and 1% for the three and six months ended
September 25, 1998 as compared to 1997 primarily due to rental rate increases.
Other income decreased approximately $55,000 and $113,000 for the three and six
months ended September 25, 1998 as compared to 1997. Excluding the Sold Assets,
such income increased approximately $7,000 and $19,000.
19
<PAGE>
Total expenses excluding the Sold Assets, remained fairly consistent with a
decrease of approximately 4% and 3% for the three and six months ended September
25, 1998 as compared to 1997.
Administrative and management, administrative and management-related parties,
operating, repairs and maintenance, taxes and insurance, interest and
depreciation expense decreased approximately $404,000 and $618,000, $118,000 and
$249,000, $52,000 and $331,000, $277,000 and $675,000, $163,000 and $264,000,
$791,000 and $1,696,000, $538,000 and $1,145,000, respectively, for the three
and six months ended September 25, 1998 as compared to 1997 primarily due to
decreases relating to the Sold Assets. Excluding the Sold Assets, such expenses
remained fairly consistent with (decreases) increases of approximately $(39,000)
and $(52,000), $(19,000) and $(53,000), $82,000 and $31,000, $2,000 and
(50,000), $(24,000) and $(47,000), $(110,000) and $(103,000), $(67,000) and
$(71,000) respectively, for the three and six months ended September 25, 1998 as
compared to 1997. Park of Pecan I, Ltd., 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 $156,000 and
$7,043,000 and $751,000 and $7,043,000 was recorded for the three and six months
ended September 25, 1998 and 1997, respectively, and forgiveness of indebtedness
income in the amount of approximately $0 and $8,524,000 and $6,803,000 and
$8,524,000 was recorded for the three and six months ended September 25, 1998
and 1997, respectively (see Note 4 to the Financial Statements).
Year 2000 Compliance
The Partnership utilizes the computer services of an affiliate of the General
Partners. The affiliate of the General Partners is in the process of upgrading
its computer information systems to be year 2000 compliant and beyond. The Year
2000 compliance issue concerns the inability of a computerized system to
accurately record dates after 1999. The affiliate of the General Partners
recently underwent a conversion of its financial systems applications and is in
the process of upgrading and testing the in house software and hardware
inventory. The workstations that experienced problems from this process were
corrected with an upgrade patch. The affiliate of the General Partners have
incurred costs of approximately $1,000,000 to date and estimates the total costs
to be approximately $2,000,000. These costs are not being charged to the
Partnership. In regard to third parties, the Partnership's General Partners are
in the process of evaluating the potential adverse impact that could result from
the failure of material service providers to be year 2000 compliant. A detailed
survey and assessment of third party readiness will be sent to material third
parties in the fourth quarter of 1998. The results of the surveys will be
compiled in early 1999. No estimate can be made at this time as to the impact of
the readiness of such third parties. The Partnership's General Partners plan to
have these issues fully assessed by the end of 1998, at which time the risks
will be addressed and a contingency plan will be implemented if necessary.
20
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - None
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.
21
<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 6, 1998
By: /s/ Alan P. Hirmes
-----------------------------
Alan P. Hirmes,
Vice President
(principal financial officer)
Date: November 6, 1998
By: /s/ Glenn F. Hopps
-----------------------------
Glenn F. Hopps,
Treasurer
(principal accounting officer)
By: ASSISTED HOUSING ASSOCIATES,
INC., a General Partner
Date: November 6, 1998
By: /s/ Alan P. Hirmes
-----------------------------
Alan P. Hirmes,
Vice President
(principal financial officer)
Date: November 6, 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: November 6, 1998
By: /s/ Alan P. Hirmes
-----------------------------
Alan P. Hirmes,
Vice President
(principal financial officer)
Date: November 6, 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> 6-MOS
<FISCAL-YEAR-END> MAR-25-1999
<PERIOD-START> MAR-26-1998
<PERIOD-END> SEP-25-1998
<CASH> 13,717,592
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,366,347
<PP&E> 183,969,632
<DEPRECIATION> 83,346,458
<TOTAL-ASSETS> 115,707,113
<CURRENT-LIABILITIES> 7,192,104
<BONDS> 214,739,032
0
0
<COMMON> 0
<OTHER-SE> (106,224,023)
<TOTAL-LIABILITY-AND-EQUITY> 115,707,113
<SALES> 0
<TOTAL-REVENUES> 15,436,217
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 15,384,727
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,612,802
<INCOME-PRETAX> 2,238,923
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 6,803,108
<CHANGES> 0
<NET-INCOME> 2,238,923
<EPS-PRIMARY> 184
<EPS-DILUTED> 0
</TABLE>
