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, 1996
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-14941
CAMBRIDGE ADVANTAGED PROPERTIES II LIMITED PARTNERSHIP
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3330195
- - - --------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
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 II LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
September 25, March 25,
1996 1996
------------- -----------
<S> <C> <C>
Property and equipment, net of accumulated depreciation
of $41,447,070 and $45,740,158 respectively $77,351,444 $88,408,189
Cash and cash equivalents 1,201,963 1,022,522
Cash - restricted for tenants' security deposits 581,361 601,598
Mortgage escrow deposits 2,255,688 1,875,866
Deferred costs, net of accumulated amortization of $773,932
and $674,955, respectively 2,387,793 1,945,386
Prepaid expenses and other assets 327,843 386,169
----------- -----------
Total assets $84,106,092 $94,239,730
=========== ===========
LIABILITIES AND PARTNERS' DEFICIT
Liabilities:
Mortgage notes payable $98,725,342 $116,955,198
Due to selling partners 641,303 641,303
Accounts payable, accrued expenses and other liabilities 7,247,058 6,961,794
Tenants' security deposits payable 581,361 595,263
Due to general partners of subsidiaries and their affiliates 1,783,090 1,760,369
Due to general partners and affiliates (Note 3) 3,196,440 3,124,563
----------- -----------
Total liabilities 112,174,594 130,038,490
Minority interest 4,225,441 3,629,565
----------- -----------
Commitments and Contingencies (Note 7)
Partners' deficit:
Limited partners (31,653,457) (38,716,495)
General partners (640,486) (711,830)
----------- -----------
Total partners' deficit (32,293,943) (39,428,325)
----------- -----------
Total liabilities and partners' deficit $84,106,092 $94,239,730
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
-2-
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES II LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 25, September 25,
------------------------------ ------------------------------
1996 1995* 1996 1995*
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues
Rentals, net $ 4,331,849 $ 4,426,245 $ 8,735,279 $ 8,867,268
Other 325,916 374,600 658,130 655,569
Gain on sale of property (Note 5) 5,457,073 0 5,457,073 0
------------ ------------ ------------ ------------
Total revenues 10,114,838 4,800,845 14,850,482 9,522,837
------------ ------------ ------------ ------------
Expenses
Selling and renting 170,192 184,657 329,667 323,854
Administrative and management 743,729 694,254 1,462,167 1,437,698
Administrative and management-
related parties (Note 3) 235,555 246,215 468,207 488,396
Operating 329,609 317,508 688,416 655,350
Repairs and maintenance 965,348 790,432 1,861,318 1,374,313
Taxes and insurance 491,991 509,332 1,055,491 1,074,702
Interest 2,074,127 2,468,812 4,373,038 4,842,067
Depreciation and amortization 947,200 1,021,887 1,962,064 2,065,764
------------ ------------ ------------ ------------
Total expenses 5,957,751 6,233,097 12,200,368 12,262,144
------------ ------------ ------------ ------------
Net income (loss) before minority interest 4,157,087 (1,432,252) 2,650,114 (2,739,307)
Minority interest in income of subsidiaries (48,855) (15,091) (36,012) (3,186)
------------ ------------ ------------ ------------
Income (loss) before extraordinary item 4,108,232 (1,447,343) 2,614,102 (2,742,493)
Extraordinary item-forgiveness of
indebtedness income (Note 6) 4,520,280 1,400,000 4,520,280 1,400,000
------------ ------------ ------------ ------------
Net income (loss) $ 8,628,512 $ (47,343) $ 7,134,382 $ (1,342,493)
============ ============ ============ ============
</TABLE>
* Reclassified for comparative purposes
See accompanying notes to consolidated financial statements
-3-
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES II LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF PARTNERS' DEFICIT
(Unaudited)
<TABLE>
<CAPTION>
Total Limited Partners General Partners
------------ ---------------- ----------------
<S> <C> <C> <C>
Balance-March 26, 1996 $(39,428,325) $(38,716,495) $ (711,830)
Net income-six months ended September 25, 1996 7,134,382 7,063,038 71,344
------------ ------------ ------------
Balance-September 25, 1996 $(32,293,943) $(31,653,457) $ (640,486)
============ ============ ============
</TABLE>
See accompanying notes to consolidated financial statements
-4-
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES II LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE IN CASH AND CASH EQUIVALENTS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
September 25,
-------------------------------
1996 1995
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 7,134,382 $ (1,342,493)
------------ ------------
Adjustments to reconcile net income (loss) to net cash provided by (used in)
operating activities:
Gain on sale of property (Note 5) (5,457,073) 0
Extraordinary item-forgiveness of indebtedness income (Note 6) (4,520,280) (1,400,000)
Depreciation and amortization 1,962,064 2,065,764
Minority interest in income of subsidiaries 36,012 3,186
(Increase) decrease in cash-restricted for tenants' security deposits (44,625) 9,688
Increase in mortgage escrow deposits (789,987) (813,751)
Decrease (increase) in prepaid expenses and other assets 39,682 (24,310)
Increase in accounts payable, accrued expenses and other liabilities 2,000,084 999,536
Increase (decrease) in tenants' security deposits payable 50,960 (9,688)
Increase in due to general partners of subsidiaries
and their affiliates 47,622 21,831
Decrease in due to general partners of subsidiaries
and their affiliates (24,901) (57,795)
Increase in due to general partners and affiliates 71,877 96,850
------------ ------------
Total adjustments (6,628,565) 891,311
------------ ------------
Net cash provided by (used in) operating activities 505,817 (451,182)
------------ ------------
Cash flows from investing activities:
Proceeds from sale of property 14,685,000 0
------------ ------------
Cash flows from financing activities:
Increase in deferred costs (541,384) (493,850)
Increase in capitalization of consolidated subsidiaries
attributable to minority interest 559,864 115,529
Proceeds from mortgage note payable 6,800,000 8,185,000
Principal payments of mortgage notes payable (21,829,856) (7,238,944)
------------ ------------
Net cash (used in) provided by financing activities (15,011,376) 567,735
------------ ------------
Net increase in cash and cash equivalents 179,441 116,553
Cash and cash equivalents-beginning of period 1,022,522 319,200
------------ ------------
Cash and cash equivalents-end of period $ 1,201,963 $ 435,753
============ ============
</TABLE>
See accompanying notes to consolidated financial statements
-5-
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES II LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE IN CASH AND CASH EQUIVALENTS
(continued)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
September 25,
-------------------------------
1996 1995
------------ ------------
<S> <C> <C>
Supplemental disclosures of noncash activities:
Forgiveness of indebtedness (Note 6):
Decrease in mortgage notes payable (3,200,000) (700,000)
Decrease in accounts payable, accrued expenses
and other liabilities (1,320,280) (700,000)
Summarized below are the components of the gain on sale of property:
Decrease in property and equipment, net of accumulated depreciation 9,193,658 0
Decrease in cash-restricted for tenants' security deposits 64,862 0
Decrease in mortgage escrow deposits 410,165 0
Decrease in prepaid expenses and other assets 18,646 0
Decrease in accounts payable, accrued expenses
and other liabilities (394,542) 0
Decrease in tenants' security deposits payable (64,862) 0
</TABLE>
See accompanying notes to consolidated financial statements
-6-
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES II LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 25, 1996
(Unaudited)
NOTE 1 - General
The consolidated financial statements include the accounts of
Cambridge Advantaged Properties II Limited Partnership, (the "Partnership"), and
twelve subsidiary partnerships ("subsidiaries", "subsidiary partnerships" or
"Local Partnerships") one of which only has activity through the date of sale of
its property on May 31, 1996 (see Note 5). The Partnership is the sole limited
partner, with an ownership interest of 98% in each of the subsidiary
partnerships. Through the rights of the Partnership and/or the General Partner,
which General Partner has a contractual obligation to act on behalf of the
Partnership, to remove the general partner of the subsidiary local partnerships
and to approve certain major operating and financial decisions, the Partnership
has a controlling financial interest in the subsidiary local partnerships.
The Partnership's fiscal quarter ends September 25. All subsidiaries
have fiscal quarters ending June 30. Accounts of the subsidiary partnerships
have been adjusted for intercompany transactions from July 1 through September
25.
All intercompany accounts and transactions have been eliminated in
consolidation.
Increases (decreases) in the capitalization of consolidated
subsidiaries attributable to minority interest arise from cash contributions 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 $14,600, and $4000 and $27,000 for the
three and six months ended September 25, 1996 and 1995, respectively. The
Partnership's investment in each subsidiary is equal to the respective
subsidiary's partners' equity less minority interest capital, if any.
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, 1996. 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, 1996, the results
of operations for the three and six months ended September 25, 1996 and cash
flows for the six months ended September 25, 1996 and 1995, respectively.
However, the operating results for the six months ended September 25, 1996 may
not be indicative of the results for the year.
In March 1995, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Asset and for Long-Lived Assets to Be Disposed
Of". Under SFAS No. 121, the Partnership is required to review long-lived assets
and certain identifiable intangibles for impairment whenever events or changes
in circumstances indicate that the book value of an asset may not be
recoverable. An impairment loss should be recognized whenever the review
demonstrates that the book value of a long-lived asset is not recoverable.
Effective March 26, 1996, the Partnership adopted SFAS No. 121, consistent with
the required adoption period.
Property and equipment are carried at the lower of depreciated cost
or estimated amounts recoverable through future operations and ultimate
disposition of the property. Cost includes the purchase price, acquisition fees
and expenses, and any other costs incurred in acquiring the properties. As
required by SFAS 121, a provision for loss on impairment of assets is recorded
when estimated amounts recoverable through future operations and sale of the
property on an undiscounted basis are below depreciated cost. However,
depreciated cost, adjusted for such
-7-
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES II LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 25, 1996
(Unaudited)
NOTE 1 - General (continued)
reductions in value, if any, may be greater than the fair value. Property
investments themselves are reduced to estimated fair value (generally using
discounted cash flows) when the property is considered to be impaired and the
depreciated cost exceeds estimate fair value. Through September 25, 1996, the
Partnership has recorded approximately $1,116,000 as an allowance for loss on
impairment of assets.
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, 1996 Annual Report on Form 10-K.
As of September 25, 1996, several subsidiary partnerships are
experiencing financial difficulties. There is substantial doubt about the
ability of some of the subsidiary partnerships to continue as going concerns.
Recoverability of a significant portion of the Partnership's investments will
depend upon material improvements in the ability of each subsidiary partnership
to meet its debt service obligations. In addition, the level of cash
distributions provided to the Partnership by the subsidiary partnerships have
not been sufficient, and may not be sufficient in the future, to cover the
Partnership's operating expenses. As a result, the Partnership has required, and
may in the future require, funding from other sources for such purposes. The
consolidated financial statements do not include any adjustments that might
result from the outcome of these uncertainties. See Note 7 and the Partnership's
March 25, 1996 Annual Report on Form 10-K for management's intentions.
NOTE 2 - Due to Selling Partners
Notes payable in the original amount of $14,171,840 were issued to
the selling partners of the subsidiary partnerships as part of the purchase
price. Payment dates of these noninterest bearing notes are subject to various
conditions including breakeven and occupancy rental levels. As of September 25,
1996, $641,303 remains payable, which relates to the Suncreek 268, Ltd.
("Suncreek"), Local Partnership ("Suncreek"). Pursuant to a Completion
Guarantee, the Local General Partner has funded operating deficits in the
amounts of $29,000 and $125,000 and, $105,000 and $141,000 for the three and six
months ended September 25, 1996 and 1995, respectively.
NOTE 3 - Related Party Transactions
One of the general partners of the Partnership, Related and Cambridge
Associates Limited Partnership ("Related/Cambridge Associates"), has a 1%
interest as a special limited partner in each of the subsidiary partnerships.
Whitney Management Corp., an affiliate of the Related General
Partner, is the general partner of one and managing agent of four properties.
-8-
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES II LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 25, 1996
(Unaudited)
NOTE 3 - Related Party Transactions (continued)
The costs incurred to related parties for the three and six months
ended September 25, 1996 and 1995 were as follows:
Three Months Ended Six Months Ended
September 25, September 25,
-------------------- --------------------
1996 1995 1996 1995
-------- -------- -------- --------
Partnership management
fees (a) $ 15,000 $ 15,000 $ 30,000 $ 30,000
Expense reimbursement (b) 21,749 25,400 41,128 48,052
Property management fees (c) 195,806 202,815 391,079 404,344
Local administrative fee (d) 3,000 3,000 6,000 6,000
-------- -------- -------- --------
$235,555 $246,215 $468,207 $488,396
======== ======== ======== ========
(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 $487,000 and $457,000 were
accrued and unpaid as of September 25, 1996 and March 25, 1996, respectively.
(b) An affiliate of the Related General Partner performs services for
the Partnership which include, but are not limited to: accounting and financing
management, registrar, transfer and assignment functions, asset management,
investor communications, printing and other administrative services. 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 Related General Partner amounting to
approximately $415,000 and $373,000 were accrued and unpaid as of September 25,
1996 and March 25, 1996, respectively.
(c) Property management fees paid by subsidiary partnerships amounted
to $219,399 and $216,152 and, $434,359 and $431,019 for the three and six months
ended September 25, 1996 and 1995, respectively. Of these fees $109,700 and
$118,792 and, $217,015 and $235,768 were incurred to affiliates of the
subsidiary partnerships. In addition, $140,076 and $149,568 and, $281,459 and
$298,976 were incurred to affiliates of the Related General Partner for the
three and six months ended September 25, 1996 and 1995, respectively. Of such
amounts incurred to affiliates of the Related General Partner, $53,970 and
$65,545 and, $107,395 and $130,400 are also included in amounts incurred to
affiliates of the subsidiary partners because they were incurred to affiliates
of both.
(d) Related/Cambridge Associates, a limited partner of the subsidiary
partnerships is entitled to receive a local administrative fee of up to $2,500
per year from each subsidiary partnership.
-9-
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES II LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 25, 1996
(Unaudited)
NOTE 4 - Mortgage Notes Payable
In 1985, Suncreek, a subsidiary partnership, obtained a $10,000,000
variable rate mortgage loan securing tax exempt mortgage revenue bonds issued by
the County of Sacramento, California (the "County"), which mature April 2007 and
require monthly interest payments. The mortgage loan and the bonds were secured
by the property as well as a $10,000,000 irrevocable letter of credit, obtained
by Suncreek as additional collateral and credit enhancement for the underlying
bonds. On April 20, 1995 the letter of credit expired. Consequently, the
Resolution Trust Company ("RTC") purchased the bonds and Suncreek entered into
negotiations relating to a restrutcturing or discounted payoff of the bonds to
effect a refinancing of the mortgage loan.
In April 1996, Suncreek completed the refinancing. The 1985 bonds
were refunded and the existing mortgage debt of $10,000,000 was fully satisfied
for $6,800,000 resulting in forgiveness of indebtedness income of $3,200,000.
The refunded 1996 bonds, secured by a mortgage on the property and an
irrevocable letter of credit, bear interest at a "low floater" variable rate.
The bonds mature on April 1, 2026 and the letter of credit expires on April 15,
2006.
In connection with the refinancing under which Suncreek will pay a
substantially lower interest rate on a lower principal amount, the Partnership
amended the terms of its partnership agreement with Robert Randall, ("Randall"),
the general partner of Suncreek, to reflect the elimination of the land lease
together with all accrued and unpaid land lease payments, Randall's contribution
to Suncreek of the underlying land, as well as the elimination of all other
existing guarantee agreements between the partners, including Suncreek's
Achievement Note Guarantee and Randall's Interest Rate Guarantee.
The first mortgage note of Apple Creek Associates of Denton, Ltd.
("Apple Creek") matured during February 1995. Since the maturity date Apple
Creek had been involved in negotiations to obtain a loan modification on the
first mortgage and had continued to make required interest and principal
payments. On February 29, 1996, Apple Creek executed a loan modification
agreement, which provided among other things for an extension of the maturity
date of the loan for five years. Terms of the note require monthly payments of
principal and interest computed at an interest rate of 8.5%, based on an
amortization period of 25 years. In addition, Apple Creek agreed to remit on a
quarterly basis 25% of cash flow generated by the property to be applied to a
principal reduction. During the first three years of the loan extension, Apple
Creek has the option to make additional principal reductions in an amount not to
exceed $300,000. As a condition of the loan modification agreement, Apple Creek
is required to pay for all closing costs and pay a 1% fee of the restated
principal balance at closing. In September 1996, the second and third mortgage
notes which matured on February 27, 1995 and were accruing interest at 12% per
annum since that date were purchased by an affiliate of the Related General
Partner. Apple Creek is presently negotiating a modification of the junior notes
with the new mortgage noteholder.
NOTE 5 - Sale of Property
On May 31, 1996 the property and the related assets and liabilities
of McAdam Park-336 ("McAdam") were sold to Fannie Mae for $14,685,000 resulting
in no net proceeds to the Partnership after repayment of McAdam's mortgage debt.
For financial reporting purposes a gain on the sale of property in the amount of
$5,457,073 was realized. In addition, forgiveness of indebtedness income of
$1,320,280 was also realized as a result of forgiveness of interest on mortgage
debt and advances from the mortgage note holder. For tax purposes, the entire
gain to be realized by the Partnership is anticipated to be approximately
$9,800,000.
-10-
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES II LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 25, 1996
(Unaudited)
NOTE 6 - Extraordinary Items
During June 1995, Woodridge, Ltd. ("Woodridge") completed a
refinancing of its first mortgage debt which matured on June 1, 1995. Under the
refinancing, $7,285,000 in variable rate first mortgage tax exempt refunding
bonds were issued by the Kansas Development Finance Authority on behalf of
Woodridge. The refunding proceeds extinguished the existing mortgage in the
amount of $7,850,000 and accrued interest of $700,000 at a discounted pay-off of
approximately $6,250,000 in cash plus a $900,000 second mortgage payable only
from available net cash flow and principal due at its maturity in June of 2005.
Monthly amortization payments will be paid to a sinking fund escrow account to
be used to redeem bonds at a sale or refinancing. These payments are calculated
on a 30-year schedule at a 10.65% interest rate. Effective December 1, 1995,
Woodridge elected to refund the bonds with a fixed rate to the maturity of the
bonds June 1, 2005. The fixed rate of interest is 5.9% per annum. As a result of
the refinancing, an extraordinary gain of $1,400,000 was realized, as a result
of forgiveness of former mortgage debt in the amount of $700,000 and forgiveness
of accrued interest in the amount of $700,000.
In April 1996, Suncreek completed a refinancing of its mortgage debt
resulting in forgiveness of indebtedness income of $3,200,000 which was realized
as a result of forgiveness of former mortgage debt (see Note 4).
On May 31, 1996 the property and the related assets and liabilities
of McAdam were sold to Fannie Mae for $14,685,000 (see Note 5). For financial
reporting purposes forgiveness of indebtedness income of $1,320,280 was realized
as a result of forgiveness of interest on mortgage debt and advances from the
mortgage note holder.
NOTE 7 - 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, 1996.
Galveston
---------
Galveston-Stewart's Landing, Ltd. ("Galveston") has sustained
continued operating deficits and has a net partners' deficiency of approximately
$5,742,000 at September 25, 1996. Galveston's mortgage note was originally due
to HUD. During 1995, HUD assigned and transferred the mortgage note to Beal
Bank. On December 14, 1995, Galveston was notified that the mortgage note was in
default and Galveston was in arrears on required principal and interest in the
amount of approximately $427,000 and $2,359,000, respectively. Beal Bank has
commenced foreclosure proceedings. In order to stay such proceedings, Galveston
filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code
in August 1996. As of September 25, 1996 the Partnership had advanced $606,445
of interest-free loans to Galveston of which approximately $549,000 remains
unpaid at September 25, 1996. The Partnership's investment in Galveston has been
reduced to zero by prior years' losses. The minority interest balance in
Galveston was zero at both September 25, 1996 and March 25, 1996. Galveston's
net loss after minority interest amounted to approximately $19,000 and $96,000
and, $86,000 and $292,000 for the three and six months ended September 25, 1996
and 1995, respectively.
-11-
<PAGE>
CAMBRIDGE ADVANTAGED PROPERTIES II LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 25, 1996
(Unaudited)
NOTE 7 - Commitments and Contingencies (continued)
Suncreek
--------
In 1985, Suncreek, a subsidiary partnership, obtained a $10,000,000
variable rate mortgage loan securing tax exempt mortgage revenue bonds issued by
the County which mature April 2007 and require monthly interest payments. The
mortgage loan and the bonds were secured by the property as well as a
$10,000,000 irrevocable letter of credit obtained by Suncreek as additional
collateral and credit enhancement for the underlying bonds. On April 20, 1995
the letter of credit expired. Consequently, RTC purchased the bonds and Suncreek
entered into negotiations relating to a restrutcturing or discounted payoff of
the bonds to effect a refinancing of the mortgage loan.
In April 1996, Suncreek completed the refinancing. The 1985 bonds
were refunded and the existing mortgage debt of $10,000,000 was fully satisfied
for $6,800,000 resulting in forgiveness of indebtedness income of $3,200,000
(see Note 4). A new mortgage securing bonds in the amounts of $6,800,000 and an
irrevocable letter of credit for $6,878,247 replaced the previous $10,000,000
mortgage debt and letter of credit.
The Partnership's investment in Suncreek has been reduced to zero by
prior years' losses. The minority interest balance in Suncreek was approximately
$957,000 and $337,000 at September 25, 1996 and March 25, 1996. Suncreek's net
income (loss) after minority interest amounted to approximately $2,992,000 and
($69,000) and, $2,920,000 and ($212,000) for the three and six months ended
September 25, 1996 and 1995, respectively.
-12-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
- - - -------------------------------
The Partnership's capital has been invested primarily in 12 Local
Partnerships, in which the Partnership made an initial investment of $29,354,485
(including acquisition expenses) in the Local Partnerships. These investments
are highly illiquid. On May 31, 1996, the property owned by one of the Local
Partnerships was sold to an unaffiliated third party (see below). In addition,
the Partnership has obtained loans from an affiliate of the Related General
Partner, which together with Partnership funds, have been advanced to five Local
Partnerships. Approximately $469,000 of such advances were forgiven as a result
of the above sale.
Cash flow of the Partnership and its consolidated twelve Local
Partnerships increased by $179,441 during the six months ended September 25,
1996. This increase was primarily attributable to cash flow provided by
operations of $505,817, proceeds from sale of property of $146,685,000 and an
increase in capitalization of consolidated subsidiaries attributable to minority
interest of $559,864 which exceeded an increase in deferred costs of $541,384
and net repayments of mortgage notes payable of $15,029,856. Cash flow provided
by operations included timing differences relating to payment of certain
expenses of the Local Partnerships including cash flow interest which is
included in accounts payable and accrued expenses at June 30, 1996. Included in
the adjustments to reconcile the net income to cash flow from operations is
depreciation and amortization in the amount of $1,962,064.
The Partnership's primary sources of funds are the cash distributions
from operations of the Local Partnerships in which the Partnership has invested.
These sources are available to meet obligations of the Partnership. However, the
cash distributions received from the Local Partnerships to date have not been
sufficient to meet all such obligations of the Partnership. During the six
months ended September 25, 1996 and 1995 such distributions amounted to
approximately $5,000 and $16,000, respectively. Accordingly, the Related General
Partner advanced funds totaling approximately $1,992,000 and $1,980,000 at
September 25, 1996 and March 25, 1996, respectively, to meet the Partnership's
third party obligations. In addition, certain fees and expense reimbursements
owed to the General Partners amounting to approximately $902,000 and $831,000
were accrued and unpaid as of September 25, 1996 and March 25, 1996,
respectively. Without the General Partners' advances and 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 advancing and allowing the accrual without payment of these amounts
but are under no obligation to do so.
In 1985, Suncreek 268, Ltd. ("Suncreek"), a subsidiary partnership,
obtained a $10,000,000 variable rate mortgage loan securing tax exempt mortgage
revenue bonds issued by the County of Sacramento, California (the "County")
which mature April 2007 and require monthly interest payments. The mortgage loan
and the bonds were secured by the property as well as a $10,000,000 irrevocable
letter of credit obtained by Suncreek as additional collateral and credit
enhancement for the underlying bonds. On April 20, 1995 the letter of credit
expired. Consequently, the Resolution Trust Company ("RTC") purchased the bonds
and Suncreek entered into negotiations relating to a restrutcturing or
discounted payoff of the bonds to effect a refinancing of the mortgage loan.
In April 1996, Suncreek completed the refinancing. The 1985 bonds
were refunded and the existing mortgage debt of $10,000,000 was fully satisfied
for $6,800,000 resulting in forgiveness of indebtedness income of $3,200,000.
The refunded 1996 bonds, secured by a mortgage on the property and an
irrevocable letter of credit, bear interest at a "low floater" variable rate.
The bonds mature on April 1, 2026 and the letter of credit expires on April 15,
2006.
In connection with the refinancing under which Suncreek will pay a
substantially lower interest rate on a lower principal amount, the Partnership
amended the terms of its partnership agreement with Robert Randall ("Randall"),
the general partner of Suncreek 268, Ltd. to reflect the elimination of the land
lease together with all accrued and unpaid land lease payments, Randall's
contribution to Suncreek of the underlying land, as well as the elimination of
all other existing guarantee agreements between the partners, including the
Partnership's
-13-
<PAGE>
Achievement Note Guarantee and Randall's Interest Rate Guarantee.
The first mortgage note of Apple Creek Associates of Denton, Ltd.
("Apple Creek") matured during February 1995. Since the maturity date Apple
Creek had been involved in negotiations to obtain a loan modification on the
first mortgage and had continued to make required interest and principal
payments. On February 29, 1996, Apple Creek executed a loan modification
agreement, which provided among other things for an extension of the maturity
date of the loan for five years. Terms of the note require monthly payments of
principal and interest computed at an interest rate of 8.5%, based on an
amortization period of 25 years. In addition, Apple Creek agreed to remit on a
quarterly basis 25% of cash flow generated by the property to be applied to a
principal reduction. During the first three years of the loan extension, Apple
Creek has the option to make additional principal reductions in an amount not to
exceed $300,000. As a condition of the loan modification agreement, Apple Creek
is required to pay for all closing costs and pay a 1% fee of the restated
principal balance at closing. In September 1996, the second and third mortgage
notes which matured on February 27, 1995 and were accruing interest at 12% per
annum since that date were purchased by an affiliate of the Related General
Partner. Apple Creek is presently negotiating a modification of the junior notes
with the new mortgage noteholder.
On May 31, 1996 the property and the related assets and liabilities
of McAdam Park-336 ("McAdam") were sold to Fannie Mae for $14,685,000 resulting
in no net proceeds to the Partnership after repayment of McAdam's mortgage debt.
For financial reporting purposes a gain on the sale of property in the amount of
$5,457,073 was realized. In addition, forgiveness of indebtedness income of
$1,320,280 was also realized as a result of forgiveness of interest on mortgage
debt and advances from the mortgage note holder. For tax purposes, the entire
gain to be realized by the Partnership is anticipated to be approximately
$9,800,000.
For a discussion of contingencies affecting certain Local
Partnerships, see Note 7 to the Financial Statements.
Management is not aware of any trends or events, commitments or
uncertainties, which have not otherwise been 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
- - - ---------------------
In March 1995, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Asset and for Long-Lived Assets to Be Disposed
Of". Under SFAS No. 121, the Partnership is required to review long-lived assets
and certain identifiable intangibles for impairment whenever events or changes
in circumstances indicate that the book value of an asset may not be
recoverable. An impairment loss should be recognized whenever the review
demonstrates that the book value of a long-lived asset is not recoverable.
Effective March 26, 1996, the Partnership adopted SFAS No. 121, consistent with
the required adoption period.
Property and equipment are carried at the lower of depreciated cost
or estimated amounts recoverable through future operations and ultimate
disposition of the property. Cost includes the purchase price, acquisition fees
and expenses, and any other costs incurred in acquiring the properties. As
required by SFAS 121, a provision for loss on impairment of assets is recorded
when estimated amounts recoverable through future operations and sale of the
property on an undiscounted basis are below depreciated cost. However,
depreciated cost, adjusted for such reductions in value, if any, may be greater
than the fair value. Property investments themselves are reduced to estimated
fair value (generally using discounted cash flows) when the property is
considered to be impaired and the depreciated cost exceeds estimate fair value.
Through September 25, 1996, the Partnership has recorded approximately
$1,116,000 as an allowance for loss on impairment of assets.
-14-
<PAGE>
The results of operations of the Partnership, as well as the Local
Partnerships, excluding gain on sale of property and extraordinary items,
remained fairly constant during the three and six months ended September 25,
1996 and 1995. 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.
Rental income has remained fairly steady, decreasing 2% and 1%,
respectively, during the three and six months ended September 25, 1996 as
compared to the corresponding periods in 1995 primarily due to the sale of the
property owned by McAdam on May 31, 1996 and decreases in occupancy at Players
Club and Sheridan Square.
Other income decreased approximately $49,000 for the three months
ended September 25, 1996 as compared to the corresponding period in 1995
primarily due to a decrease in income from the funding of the Breakeven
Guarantee by the Local General Partner of Suncreek.
Total expenses excluding repairs and maintenance and interest
remained fairly consistent with decreases of approximately 2% and 1% for the
three and six months ended September 25, 1996, as compared to the corresponding
periods in 1995.
Repairs and maintenance increased approximately $175,000 and $487,000
for the three and six months ended September 25, 1996 as compared to the
corresponding periods in 1995. These increases were primarily due to major
repairs and physical improvements made at McAdam, including roof repairs, doors,
gates, apartment interiors and grounds improvments in an attempt to stabilize
the property for better marketability and painting of the buildings and trims at
Triangle Oaks Limited Partnership.
Interest expense decreased approximately $395,000 and $469,000 for
the three and six months ended September 25, 1996 as compared to the
corresponding periods in 1995 primarily due to the refinancing of four and the
modification of two mortgage notes during the year ended March 25, 1996.
-15-
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Galveston-Stewart's Landing, Ltd. ("Galveston") has sustained
continued operating deficits and has a net partners' deficiency of approximately
$5,742,000 at September 25, 1996. Galveston's mortgage note was originally due
to HUD. During 1995, HUD assigned and transferred the mortgage note to Beal
Bank. On December 14, 1995, Galveston was notified that the mortgage note was in
default and Galveston was in arrears on required principal and interest in the
amount of approximately $427,000 and $2,359,000, respectively. Beal Bank has
commenced foreclosure proceedings. In order to stay such proceedings, Galveston
filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code
in August 1996.
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.
-16-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) 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 II
LIMITED PARTNERSHIP (Registrant)
By: RELATED ADVANTAGED RESIDENTIAL
ASSOCIATES, INC., a General Partner
Date: November 8, 1996 By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes,
Vice President
(principal financial officer)
Date: November 8, 1996 By: /s/ Richard A. Palermo
----------------------
Richard A. Palermo,
Treasurer
(principal accounting officer)
By: ADVANTAGED HOUSING ASSOCIATES, INC.,
a General Partner
Date: November 8, 1996 By: /s/ Paul L. Abbott
----------------------
Paul L. Abbott,
President
-18-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial
information extracted from the financial
statements for Cambridge Advantaged
Properties II L.P. and is qualified in
its entirety by reference to such
financial statements
</LEGEND>
<CIK> 000771996
<NAME> Cambridge Advantaged Properties II L.P.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-25-1997
<PERIOD-START> MAR-26-1996
<PERIOD-END> SEP-25-1996
<CASH> 1,201,963
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,552,685
<PP&E> 118,798,514
<DEPRECIATION> 41,447,070
<TOTAL-ASSETS> 84,106,092
<CURRENT-LIABILITIES> 13,449,252
<BONDS> 98,725,342
0
0
<COMMON> 0
<OTHER-SE> (28,068,502)
<TOTAL-LIABILITY-AND-EQUITY> 84,106,092
<SALES> 0
<TOTAL-REVENUES> 14,850,482
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,827,330
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,373,038
<INCOME-PRETAX> 2,650,114
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 4,520,280
<CHANGES> 0
<NET-INCOME> 7,134,382
<EPS-PRIMARY> 988
<EPS-DILUTED> 0
</TABLE>
