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 December 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 Securi-
ties 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>
<TABLE>
PART I
Item 1. Financial Statements
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
<CAPTION>
December 25, March 25,
1998 1998
<S> <C> <C>
ASSETS
Property and equipment - net,
less accumulated depreciation
of $74,038,344 and $83,277,443,
respectively $82,367,235 $102,085,627
Property and equipment -
held for sale - net, less
accumulated depreciation of
$10,897,971 and $3,218,752,
respectively 17,062,536 4,441,392
Cash and cash equivalents 2,494,936 1,976,935
Cash - restricted for tenants'
security deposits 1,180,829 1,268,097
Mortgage escrow deposits 10,739,350 10,231,135
Prepaid expenses and
other assets 1,960,473 1,694,068
Total assets $115,805,359 $121,697,254
LIABILITIES AND PARTNERS' DEFICIT
Liabilities
Mortgage notes payable $69,366,414 $ 68,915,073
Purchase money notes payable
(Note 2) 62,086,302 68,296,196
Due to selling partners
(Note 2) 81,230,749 86,156,722
Accounts payable, accrued
expenses and other liabilities 2,808,609 2,769,806
Tenants' security deposits payable 1,159,956 1,183,799
Due to general partners of
subsidiaries and their affiliates 1,426,696 1,361,990
Due to general partners and
affiliates 2,302,286 1,477,654
Total liabilities 220,381,012 230,161,240
Minority interest 2,851 2,082
Commitments and contingencies (Note 5)
Partners' deficit:
Limited partners (102,995,195) (106,843,883)
General partners (1,583,309) (1,622,185)
Total partners' deficit (104,578,504) (108,466,068)
Total liabilities and
partners' deficit $ 115,805,359 $ 121,697,254
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
December 25, December 25,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Revenues:
Rentals, net $6,845,778 $7,308,300 $20,976,221 $24,790,356
Other 304,438 300,581 859,600 968,817
Gain (loss) on sale of
property (Note 4) 0 (1,191,221) 750,612 5,851,398
Total revenues 7,150,216 6,417,660 22,586,433 31,610,571
Expenses
Administrative and
management 1,242,583 1,280,817 3,761,482 4,417,678
Administrative and
management-
related parties
(Note 3) 716,571 755,587 2,178,019 2,466,256
Operating 1,199,164 1,243,896 4,119,173 4,494,457
Repairs and
maintenance 1,891,495 1,757,672 5,548,458 6,089,632
Taxes and insurance 804,117 961,656 2,658,236 3,079,542
Interest 2,130,612 2,284,590 6,743,414 8,593,458
Depreciation 1,589,857 1,666,978 4,563,146 5,785,433
Total expenses 9,574,399 9,951,196 29,571,928 34,926,456
Net loss before
minority
interest (2,424,183) (3,533,536) (6,985,495) (3,315,885)
Minority interest
in (income) loss of
subsidiaries (1,563) 8,986 (4,436) (166,611)
Loss before extra-
ordinary item (2,425,746) (3,524,550) (6,989,931) (3,482,496)
Extraordinary item-
forgiveness of
indebtedness
income (Note 4) 4,074,387 18,435,723 10,877,495 26,959,248
Net income $1,648,641 $14,911,173 $ 3,887,564 $23,476,752
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Statement of Changes In Partners' Deficit
(Unaudited)
<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 3,887,564 3,848,688 38,876
Balance -
December 25,
1998 $(104,578,504) $(102,995,195) $(1,583,309)
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
<CAPTION>
Nine Months Ended
December 25,
1998 1997
<S> <C> <C>
Cash flows from operating activities:
Net income $ 3,887,564 $ 23,476,752
Adjustments to reconcile net income
to net cash (used in) provided
by operating activities:
Gain on sale of property (Note 4) (750,612) (5,851,398)
Extraordinary item-forgiveness of
indebtedness income (Note 4) (10,877,495) (26,959,248)
Depreciation 4,563,146 5,785,433
Minority interest in income
of subsidiaries 4,436 166,611
Decrease in cash-restricted
for tenants' security deposits 13,604 118,126
Increase in mortgage
escrow deposits (530,538) (249,301)
(Increase) decrease in prepaid
expenses and other assets (727,352) 65,895
Increase in due to selling partners 5,636,689 6,676,785
Payments of interest to selling
partners (2,230,430) (1,589,146)
(Decrease) increase in accounts
payable, accrued expenses
and other liabilities (751,956) 58,545
(Increase) decrease in tenants'
security deposits payable 43,629 (112,572)
Increase in due to general partners
of subsidiaries and their affiliates 298,148 449,272
Decrease in due to general partners
of subsidiaries and their affiliates (233,442) (715,151)
Increase (decrease) in due to
general partners and affiliates 820,313 (1,206,471)
Total adjustments (4,721,860) (23,362,620)
Net cash (used in) provided by
operating activities (834,296) 114,132
Cash flows from investing activities:
Proceeds from sale of properties 600,000 35,060,033
Acquisitions of property and
equipment (1,153,069) (1,144,590)
Increase in mortgage
escrow deposits 22,323 0
Net cash (used in) provided by
investing activities (530,746) 33,915,443
Cash flows from financing activities:
Decrease in purchase
money notes payable (3,664,631) (11,075,984)
Proceeds from mortgage
note payable 8,000,000 0
Principal payment of mortgage
notes payable (2,448,659) (20,872,039)
Decrease in minority interest (3,667) (213,727)
Net cash provided by
(used in) financing activities 1,883,043 (32,161,750)
Net increase in cash and cash
equivalents 518,001 1,867,825
Cash and cash equivalents -
beginning of period 1,976,935 2,618,155
Cash and cash equivalents -
end of period $ 2,494,936 $ 4,485,980
Supplemental disclosures of noncash
activities:
Increase in purchase money
notes payable due to the
capitalization of prepaid expenses
and other assets $ 162,039 $ 167,498
Increase in property and equipment -
held for sale reclassified from
property and equipment 12,621,144 0
Forgiveness of indebtedness
(Note 4):
Decrease in purchase money
note payable (2,545,263) (4,590,596)
Decrease in due to selling
partners (8,332,232) (20,514,790)
Decrease in mortgage notes payable 0 (1,670,181)
Decrease in due to general
partners of subsidiaries and
their affiliates 0 (183,681)
Summarized below are the
components of the gain on
sale of property:
Decrease in property and
equipment, net of
accumulated depreciation 3,687,171 28,304,826
Decrease in due to general
partners of subsidiaries
and their affiliates 4,319 (5,079)
Decrease in cash-restricted for
tenants' security deposits 73,664 152,637
Decrease in prepaid expenses
and other assets 460,947 288,544
Decrease in mortgage
escrow deposits 0 622,541
Increase (decrease) in accounts
payable, accrued expenses and
other liabilities 790,759 (5,722)
Decrease in tenants' security
deposits payable (67,472) (149,112)
Decrease in mortgage notes
payable (5,100,000) 0
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 25, 1998
(Unaudited)
Note 1 - General
The consolidated financial statements for the nine months ended
December 25, 1998 include the accounts of Cambridge Advan-
taged Properties Limited Partnership (the "Partnership") and fifty-
two subsidiary partnerships ("subsidiaries," "subsidiary partner-
ships" 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 nine
months ended December 25, 1997 include the account of Cam-
bridge Advantaged Properties Limited Partnership and sixty sub-
sidiary partnerships, seven of which only have activity through
the date of sale of their properties and the related assets and li-
abilities and one of which only has activity through the date of
sale of the Partnership's Local Partnership interest. The Partner-
ship 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 Part-
nership has a controlling financial interest in the subsidiary part-
nerships.
For financial reporting purposes, the Partnership's fiscal quarter
ends December 25. All subsidiaries have fiscal quarters ending
September 30. Accounts of the subsidiary partnerships have been
adjusted for intercompany transactions from October 1 through
December 25. The Partnership's fiscal quarter ends on December
25 in order to allow adequate time for the subsidiaries financial
statements to be prepared and consolidated. The books and rec-
ords 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 subsidi-
aries 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 nine
months ended December 25, 1998 and 1997, respectively. The
Partnership's investment in each subsidiary is equal to the respec-
tive subsidiary's partners' equity less minority interest capital, if
any. In consolidation, all subsidiary partnership losses are in-
cluded in the Partnership's capital account except for losses allo-
cated 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 fi-
nancial position of the Partnership as of December 25, 1998, the
results of operations for the three and nine months ended Decem-
ber 25, 1998 and 1997 and cash flows for the nine months ended
December 25, 1998 and 1997. However, the operating results for
the nine months ended December 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 ac-
cepted 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 in-
cluded 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 ("Sell-
ing 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 subsidi-
ary partnership level, whereas the remaining $53,526,257 is re-
corded at the Partnership level. The Purchase Money Notes gen-
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 as extended (see below). Purchase
money notes at December 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 $80,055,000 and $85,000,000 as
of December 25, 1998 and March 25, 1998, respectively, has been
accrued and is included in Due to Selling Partners in the consoli-
dated 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
December 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 (five years with respect to two
subsidiary partnerships). Extension fees in the amount of $601,339
were incurred by the Partnership through December 25, 1998.
Such notes are now due with maturity dates ranging from July
1999 to October 2003. Of such fees incurred, $475,355 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 re-
quired to refinance or sell its investments in the Local Partnerships
in order to pay the Purchase Money Notes. The Partnership can-
not sell or otherwise liquidate its investments in those Local Part-
nerships which have subsidy agreements with HUD during the
period that such agreements are in existence without HUD's ap-
proval. Based on the historical operating results of the Local Part-
nerships 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 princi-
pal, 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 per-
sonal 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 sub-
sidiary partnerships.
Cash flow distributions aggregating approximately $186,000 and
$955,000 were made to the Partnership for the nine months ended
December 25, 1998 and 1997, respectively, of which approximately
$112,000 and $573,000, respectively, was used to pay interest on
the Purchase Money Notes. Distributions of proceeds from sales
of properties aggregating approximately $0 and $14,210,000 were
made to the Partnership during the nine months ended December
25, 1998 and 1997, $0 and $3,797,000 of which was used to pay
principal and interest on the Purchase Money Notes.
Note 3 - Related Party Transactions
<TABLE>
The costs incurred to related parties for the three and nine months
ended December 25, 1998 and 1997 were as follows:
<CAPTION>
Three Months Ended Nine Months Ended
December 25, December 25,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Partnership manage-
ment fees (a) $ 285,500 $ 285,500 $ 856,500 $ 856,500
Expense reimburse-
ment (b) 34,499 21,000 108,389 174,930
Local administra-
tive fee (d) 21,000 20,000 63,000 62,000
Total general and
administrative-
General Partners 340,999 326,500 1,027,889 1,093,430
Property manage-
ment fees incurred
to affiliates of
the subsidiary
partnerships'
general partners (c) 375,572 429,087 1,150,130 1,372,826
$ 716,571 $ 755,587 $2,178,019 $2,466,256
</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. Part-
nership management fees owed to the General Partners amount-
ing to approximately $1,314,000 and $558,000 were accrued and
unpaid as of December 25, 1998 and March 25, 1998, respectively.
Without the General Partner's continued accrual without payment
of certain fees and expense reimbursements, the Partnership will
not be in a position to meet its obligations. The General Partner
has continued allowing the accrual without payment of these
amounts but is under no obligation to continue do so.
(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 Partner-
ship. These services include site visits and evaluations of the sub-
sidiary partnerships' performance. Expense reimbursements and
asset monitoring fees owed to the General Partners amounting to
approximately $168,000 and $114,000 were accrued and unpaid as
of December 25, 1998 and March 25, 1998, respectively.
(c) Property management fees incurred to affiliates of the subsidi-
ary partnerships amounted to $375,572 and $429,087 and
$1,150,130 and $1,372,826 for the three and nine months ended
December 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 Apts. ("Bicentennial") were sold to a third party for
$1,700,000, resulting in a gain in the amount of $661,027 and for-
giveness of indebtedness income of $11,513,186 as a result of for-
giveness 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 re-
maining principal balance of the Purchase Money Notes and ac-
crued interest thereon which amounted to $2,932,796, resulting in
forgiveness of indebtedness income of $2,532,796.
On August 1, 1997, the property and the related assets and liabili-
ties of Northgate Townhouse Apartments ("Northgate") were sold
to a third party for $3,981,580 resulting in a loss in the amount of
$370,266 and forgiveness of indebtedness income of $160,711 as a
result of forgiveness of amounts due to the general partner of
Northgate. The Partnership used $712,653 of the net proceeds to
settle the associated Purchase Money Notes and accrued interest
which had a total outstanding balance of $6,910,594, resulting in
forgiveness of indebtedness income $6,197,941. Therefore, the
entire forgiveness of indebtedness income realized by the Partner-
ship from this transaction is $6,358,652.
On August 1, 1997, the property and the related assets and liabili-
ties of Westminster Manor Apartments ("Westminster") were sold
to a third party for $7,318,420, resulting in a gain in the amount of
$1,376,563. The Partnership used $2,684,178 of the net proceeds to
settle the associated Purchase Money Notes and accrued interest
which had a total outstanding balance of $8,270,497, resulting in
forgiveness of indebtedness income of $5,586,319.
On August 11, 1997, the Partnership's Local Partnership Interest in
Buttonwood Acres at New Bedford ("Buttonwood") was sold back
to Buttonwood for $532,750, resulting in a loss in the amount of
$2,197,518 and forgiveness of indebtedness income of $1,670,181
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 $4,820,571, resulting in additional
forgiveness of indebtedness income. Therefore, the entire forgive-
ness of indebtedness income realized by the Partnership from this
transaction is $6,490,752.
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
$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 - Mortgage Note Payable
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 November 25,
1998, the contract was then reinstated at a sale price of
$13,500,000. The closing is expected to occur during March 1999.
However, no assurance can be given that the closing will occur.
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 of approximately $1,520,000 and to redeem
the Purchase Money Note of approximately $9,975,000 at a dis-
count price of $5,901,000, resulting in forgiveness of indebtedness
income of $4,074,387. The new loan bears interest at a floating
rate based upon Bank of Boston's announced "base rate" plus 1%.
The loan matured December 24, 1998 and was renewed for an-
other 90 days (March 25, 1999). The Local Partnership is in the
process of bringing the tenant rents up to true market rents; quali-
fied tenants have been allocated Section 8 vouchers.
Note 6 - 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 con-
tinuance of the Section 8 rent subsidy contracts which represented
59% of total revenue for the nine months ended September 30,
1998. The current contracts expire on May 31, 1999 and July 31,
1999. Management of Bonnie Doone is currently actively pursu-
ing renewal of the rental subsidy contracts with HUD.
Dickens Ferry Apartments Ltd.
Dickens Ferry Apartments Ltd. ("Dickens Ferry") relies on con-
tinuance of the Section 8 rent subsidy contracts which represented
64% of total revenue for the nine months ended September 30,
1998. The current contracts expire on July 31, 1999 and December
30, 1999. Management of Dickens Ferry is currently actively pur-
suing renewal of the rental subsidy contracts with HUD.
Park of Pecan I, Ltd. and Park of Pecan II, Ltd.
On February 1, 1999 the Partnership entered into an agreement to
sell its limited partnership interests in Park of Pecan I, Ltd. and
Park of Pecan II, Ltd. to an unaffiliated third party for a purchase
price of $130,000 each. The closing is expected to occur during
April 1999. However, no assurance can be given that the closing
will occur.
Oakbrook Villa Apartments
On November 4, 1998, the Local Partnership entered into a pur-
chase and sale agreement with an unaffiliated third party for a
purchase price of $8,350,000. The closing is expected to occur
during August 1999. However, no assurance can be given that the
closing will occur.
Cranbrook Manor Apartments
On November 16, 1998, the Local Partnership entered into a pur-
chase and sale agreement with an unaffiliated third party for a
purchase price of $2,100,000. The buyer has decided not to pursue
the purchase. The Partnership is soliciting the interest of other
purchasers.
Valley Arms
On January 13, 1998, the Valley Arms partnership filed for protec-
tion under Chapter 11 of the United States Bankruptcy Code. On
December 31, 1998, Local Partnership entered into a purchase and
sale agreement with an unaffiliated third party for a purchase
price of $1,500,000. The closing is subject to approval by the Bank-
ruptcy Judge and if approved, is expected to occur during Sep-
tember 1999. However, no assurance can be given that the closing
will occur.
Conifer 307 (Fircrest)
On January 5, 1999 the Local Partnership entered into a purchase
and sale agreement with an unaffiliated third party for a purchase
price of $2,500,000. The closing is expected to occur during Sep-
tember 1999. However, no assurance can be given that the closing
will occur.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Con-
dition and Results of Operations
Liquidity and Capital Resources
The Partnership's primary sources of funds are the cash distribu-
tions from operations of the Local Partnerships in which the Part-
nership has invested and net proceeds from pending and future
sales. These sources are available to meet the obligations of the
Partnership. During the nine months ended December 25, 1998
and 1997, the Partnership received approximately $186,000 and
$955,000, respectively, of cash flow distributions, of which ap-
proximately $112,000 and $573,000, respectively, was used to pay
interest on the Purchase Money Notes. Distributions of proceeds
from sales of properties aggregating approximately $0 and
$14,210,000 were made to the Partnership during the nine months
ended December 25, 1998 and 1997, $0 and $3,797,000 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
$1,757,000 and $947,000 were accrued and unpaid as of December
25, 1998 and March 25, 1998, respectively. Without the General
Partner's continued accrual without payment of certain fees and
expense reimbursements, the Partnership will not be in a position
to meet its obligations. The General Partners have continued al-
lowing the accrual without payment of these amounts but is under
no obligation to continue do so. 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 assuming the General Partners continue to defer
payment of their fees and reimbursements.
During the nine months ended December 25, 1998, cash and cash
equivalents of the Partnership and its fifty-two consolidated Local
Partnerships increased approximately $518,000. This increase was
primarily due to proceeds from the sale of property ($600,000), an
increase in mortgage escrow deposits ($22,000) and proceeds from
mortgage note payable ($8,000,000) which exceeded cash flows
used by operating activities ($834,000), acquisitions of property
and equipment ($1,153,000), repayments of mortgage notes pay-
able ($2,449,000) and a decrease in purchase money notes payable
($3,665,000). Included in the adjustments to reconcile the net in-
come to cash flow used in operating activities are gain on sale of
property ($751,000), forgiveness of indebtedness income
($10,877,000) and depreciation ($4,563,000).
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-
gram Extension Act of 1996 (the "1996 Act") (together the "Preser-
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 pro-
vides financial assistance by funding the sale of such properties to
not-for-profit owners and also restores the owners' ability to pre-
pay their HUD mortgage and convert the property to condomini-
ums 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 in-
crease 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 - Button-
wood 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 Lo-
cal 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 state-
ments.
For a discussion of Mortgage Note Payable, see Note 5 to the Fi-
nancial Statements.
For a discussion of contingencies affecting certain Local Partner-
ships, see Note 6 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 contin-
gencies 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. Manage-
ment 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. How-
ever, the geographic diversification of the portfolio may not pro-
tect 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 nine
months ended December 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 re-
lated assets and liabilities and Rockdale West, Northgate Town-
house Apartments, Westminster Manor Apartments and Button-
wood Acres in which the Partnership sold its Local Partnership
interests (collectively the "Sold Assets") , gain on sale of properties,
forgiveness of indebtedness income and repairs and maintenance.
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 Part-
nerships were acquired.
Rental income decreased approximately 6% and 15% for the three
and nine months ended December 25, 1998 as compared to 1997.
Excluding the Sold Assets, rental income increased approximately
3% and 2% for the three and nine months ended December 25,
1998 as compared to 1997 primarily due to rental rate increases.
Other income increased approximately $4,000 for the three months
and decreased approximately $109,000 for the nine months ended
December 25, 1998 as compared to 1997. Excluding the Sold As-
sets, such income increased approximately $24,000 and $43,000.
Total expenses, excluding the Sold Assets and repairs and mainte-
nance, remained fairly consistent with a decrease of approximately
less than 1% and 2% for the three and nine months ended Decem-
ber 25, 1998 as compared to 1997.
Repairs and maintenance increased approximately $134,000 for
the three months ended December 25, 1998 as compared to 1997.
Excluding the Sold Assets, such expense increased approximately
$286,000 primarily due to carpeting, painting, door replacements
and refurbishing of units at four Local Partnerships and security,
plumbing and heating repairs at two Local Partnerships.
Administrative and management, administrative and manage-
ment-related parties, taxes and insurance, interest and deprecia-
tion expense (decreased) approximately $(38,000) and $(656,000),
($39,000) and $(288,000), $(158,000) and $(421,000), $(154,000) and
$(1,850,000), $(77,000) and $(1,222,000), respectively, for the three
and nine months ended December 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 $40,000 and ($12,000),
($4,000) and ($57,000), ($88,000) and ($135,000), ($135,000) and
($238,000), $113,000 and $42,000, respectively, for the three and
nine months ended December 25, 1998 as compared to 1997. Park
of Pecan I, Ltd., Park of Pecan II, Ltd., Lancaster Manor and Oak-
brook Villa are not depreciated during the quarter because they
are classified as assets held for sale.
A gain (loss) on sale of property in the amount of approximately
$0 and ($1,191,000), and $751,000 and $5,851,000 was recorded for
the three and nine months ended December 25, 1998 and 1997,
respectively, and forgiveness of indebtedness income in the
amount of approximately $4,074,000 and $18,436,000 and
$10,877,000 and $26,959,000 was recorded for the three and nine
months ended December 25, 1998 and 1997, respectively (See
Notes 4 & 5 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 con-
cerns 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 costs
incurred by the General Partners 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 pro-
viders to be year 2000 compliant. A detailed survey and assess-
ment of third party readiness was sent to material third parties in
the fourth quarter of 1998. The results of the surveys will be com-
piled 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 con-
tingency plan will be implemented if necessary.
<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.
<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: February 4, 1999
By: /s/ Alan P. Hirmes
Alan P. Hirmes,
Vice President
(principal financial officer)
Date: February 4, 1999
By: /s/ Glenn F. Hopps
Glenn F. Hopps,
Treasurer
(principal accounting officer)
By: ASSISTED HOUSING ASSOCIATES,
INC., a General Partner
Date: February 4, 1999
By: /s/ Alan P. Hirmes
Alan P. Hirmes,
Vice President
(principal financial officer)
Date: February 4, 1999
By: /s/ Glenn F. Hopps
Glenn F. Hopps,
Treasurer
(principal accounting officer)
By: CAMBRIDGE AND RELATED ASSOCIATES
LIMITED PARTNERSHIP
By: Related Beta Corporation,
Date: February 4, 1999
By: /s/ Alan P. Hirmes
Alan P. Hirmes,
Vice President
(principal financial officer)
Date: February 4, 1999
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 Proper-
ties 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> 9-MOS
<FISCAL-YEAR-END> MAR-25-1999
<PERIOD-START> MAR-26-1998
<PERIOD-END> DEC-25-1998
<CASH> 14,415,115
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,960,473
<PP&E> 184,366,086
<DEPRECIATION> 84,936,315
<TOTAL-ASSETS> 115,805,359
<CURRENT-LIABILITIES> 7,697,547
<BONDS> 212,683,465
0
0
<COMMON> 0
<OTHER-SE> (104,575,653)
<TOTAL-LIABILITY-AND-EQUITY> 115,805,359
<SALES> 0
<TOTAL-REVENUES> 22,586,433
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 22,828,514
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,743,414
<INCOME-PRETAX> (6,985,495)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 10,877,495
<CHANGES> 0
<NET-INCOME> 3,887,564
<EPS-PRIMARY> 318.76
<EPS-DILUTED> 0
</TABLE>
