FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
X Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 1997 or
Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission File Number: 0-16497
CAPITAL SOURCE L.P.
(Exact name of registrant as specified in its charter)
Delaware 52-1417770
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
Suite 400, 1004 Farnam Street, Omaha, Nebraska 68102
(Address of principal executive offices) (Zip Code)
(402) 444-1630
(Registrant's telephone number, including area code)
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> - i -
Part I. Financial Information
Item 1. Financial Statements
CAPITAL SOURCE L.P.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
June 30, 1997 Dec. 31, 1996
--------------- ---------------
<S> <C> <C>
Assets
Investment in real estate:
Land $ 3,093,671 $ 3,093,671
Buildings 35,517,314 35,517,314
Personal property 1,996,492 1,992,979
--------------- ---------------
40,607,477 40,603,964
Less accumulated depreciation (10,374,421) (9,925,636)
--------------- ---------------
Net investment in real estate 30,233,056 30,678,328
--------------- ---------------
Cash and temporary cash investments, at cost
which approximates market value (Note 5) 10,308,148 10,272,497
Escrow deposits and property reserves 822,256 917,796
Investment in mortgage-backed securities (Note 5) 1,220,024 1,327,396
Interest and other receivables 221,361 62,114
Deferred mortgage issuance costs, net of accumulated amortization of
$1,429,970 in 1997 and $1,361,572 in 1996 2,172,837 2,241,235
Other assets 603,291 723,639
--------------- ---------------
$ 45,580,973 $ 46,223,005
=============== ===============
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable and accrued expenses $ 1,295,668 $ 1,416,730
Distribution payable (Note 3) 860,587 860,587
Mortgage loan payable (Note 7) 6,354,657 6,354,657
Due to general partners and their affiliates (Note 4) 4,054,465 4,117,105
--------------- ---------------
12,565,377 12,749,079
--------------- ---------------
Minority interest 201,758 222,048
--------------- ---------------
Partners' Capital (Deficit)
General Partners (287,519) (283,139)
Limited Partners ($9.81 per BAC in 1997 and $9.94 in 1996) 33,101,357 33,535,017
--------------- ---------------
32,813,838 33,251,878
--------------- ---------------
$ 45,580,973 $ 46,223,005
=============== ===============
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE> - 1 -
CAPITAL SOURCE L.P.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
For the For the For the Six For the Six
Quarter Ended Quarter Ended Months Ended Months Ended
June 30, 1997 June 30, 1996 June 30, 1997 June 30, 1996
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Income
Rental income $ 1,874,301 $ 1,758,744 $ 3,701,485 $ 3,525,263
Mortgage-backed securities income 23,110 29,371 47,355 59,716
Interest on temporary cash investments
and U.S. government securities 141,384 137,734 284,747 266,310
Other income 63,082 85,085 153,106 149,711
--------------- --------------- --------------- ---------------
2,101,877 2,010,934 4,186,693 4,001,000
--------------- --------------- --------------- ---------------
Expenses
Real estate operating expenses 1,065,971 933,326 1,885,371 1,643,423
Depreciation 224,393 271,455 448,785 486,052
Interest expense 149,841 149,842 299,682 299,683
General and administrative expenses (Note 4)
Investor servicing 86,992 74,324 173,129 149,439
Professional fees 14,750 18,993 30,600 37,418
Other expenses 707 4,001 2,272 6,125
Amortization 34,199 34,451 68,398 68,903
--------------- --------------- --------------- ---------------
1,576,853 1,486,392 2,908,237 2,691,043
--------------- --------------- --------------- ---------------
Minority interest in losses of Operating
Partnerships 4,653 668 9,502 700
--------------- --------------- --------------- ---------------
Net income $ 529,677 $ 525,210 $ 1,287,958 $ 1,310,657
=============== =============== =============== ===============
Net income allocated to:
General Partners $ 5,297 $ 5,253 $ 12,880 $ 13,107
Limited Partners 524,380 519,957 1,275,078 1,297,550
--------------- --------------- --------------- ---------------
$ 529,677 $ 525,210 $ 1,287,958 $ 1,310,657
=============== =============== =============== ===============
Net income per BAC $ .16 $ .15 $ .38 $ .38
=============== =============== =============== ===============
</TABLE>
CAPITAL SOURCE L.P.
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
FOR THE SIX MONTHS ENDED JUNE 30, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
--------------- --------------- ---------------
<S> <C> <C> <C>
Partners' Capital (Deficit) (excluding net unrealized holding gain)
Balance at December 31, 1996 $ (283,554) $ 33,493,930 $ 33,210,376
Net income 12,880 1,275,078 1,287,958
Cash distributions paid or accrued (Note 3) (17,212) (1,703,982) (1,721,194)
--------------- --------------- ---------------
(287,886) 33,065,026 32,777,140
--------------- --------------- ---------------
Net unrealized holding gain
Balance at December 31, 1996 415 41,087 41,502
Net change (48) (4,756) (4,804)
--------------- --------------- ---------------
367 36,331 36,698
--------------- --------------- ---------------
Balance at June 30, 1997 $ (287,519) $ 33,101,357 $ 32,813,838
=============== =============== ===============
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE> - 2 -
CAPITAL SOURCE L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Six For the Six
Months Ended Months Ended
June 30, 1997 June 30, 1996
--------------- ---------------
<S> <C> <C>
Cash flows from operating activities
Net income $ 1,287,958 $ 1,310,657
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 517,183 554,955
Amortization of discount on mortgage-backed and U.S. government securities (1,134) (4,988)
Minority interest in losses of Operating Partnerships (9,502) (700)
Increase in interest and other receivables (159,247) (104,614)
Decrease in escrow deposits and property reserves 95,540 104,865
Decrease (increase) in other assets 109,560 (61,101)
Increase (decrease) in accounts payable and accrued expenses (121,062) 44,975
Increase (decrease) in due to general partners and their affiliates (62,640) 2,361
Decrease in interest payable - (229,745)
--------------- ---------------
Net cash provided by operating activities 1,656,656 1,616,665
--------------- ---------------
Cash flows from investing activities
Principal payments received on mortgage-backed and U.S. government securities 103,702 166,002
Acquisition of personal property (3,513) (1,338)
Maturity of U.S. government securities - 1,000,000
--------------- ---------------
Net cash provided by investing activities 100,189 1,164,664
--------------- ---------------
Cash flow used in financing activity
Distributions (1,721,194) (1,721,194)
--------------- ---------------
Net increase in cash and temporary cash investments 35,651 1,060,135
Cash and temporary cash investments at beginning of period 10,272,497 8,962,735
--------------- ---------------
Cash and temporary cash investments at end of period $ 10,308,148 $ 10,022,870
=============== ===============
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 299,682 $ 529,428
=============== ===============
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE> - 3 -
CAPITAL SOURCE L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
(UNAUDITED)
1. Organization
Capital Source L.P. (the Partnership) was formed on August 22, 1985, under the
Delaware Revised Uniform Limited Partnership Act. The General Partners of
the Partnership are Insured Mortgage Equities Inc. and America First Capital
Source I, L.L.C. (the General Partners). On May 16, 1997, America First
Companies L.L.C., acquired Insured Mortgage Equities Inc. from Lehman Brothers
Inc..
The Partnership provided virtually 100% of the debt and equity financing for
eight multifamily rental housing properties. The Partnership's investment in
the properties consisted of: (i) approximately 85% in the form of permanent
mortgages and/or loans to fund construction; and, (ii) the balance to purchase
up to a 99% limited partnership interest in the Operating Partnerships which
developed, own and operate the properties. Each loan is insured or
guaranteed, in an amount substantially equal to the face amount of the
mortgage, by the Federal Housing Administration (FHA) or the Government
National Mortgage Association (GNMA). The Partnership has been repaid by FHA
on one of its first mortgage loans. The Partnership has also been repaid by
GNMA on one of its GNMA Certificates. The Partnership no longer holds a
Partnership Equity Investment in the Operating Partnership which owned the
property collateralizing the repaid GNMA Certificate. The seven remaining
Operating Partnerships are geographically located as follows: (i) two in
North Carolina; and, (ii) one each in Ohio, Florida, Michigan, Virginia and
Illinois.
CS Properties I, Inc., which is owned by affiliates of the General Partners,
serves as the Special Limited Partner for the Operating Partnerships. The
Special Limited Partner has the power, among other things, to remove the
general partners of the Operating Partnerships under certain circumstances and
to consent to the sale of the Operating Partnerships' assets. CS Properties
I, Inc. also serves as the general partner of Misty Springs Apartments,
Waterman's Crossing and Fox Hollow Apartments.
The Partnership will terminate subsequent to the sale of all properties but in
no event will the Partnership continue beyond December 31, 2030.
2. Summary of Significant Accounting Policies
A) Financial Statement Presentation
The consolidated financial statements include the accounts of the
Partnership and seven subsidiary Operating Partnerships. The Partnership
is a limited partner with an ownership interest of up to 99% in six of
the subsidiary Operating Partnerships. The Partnership's ownership
interest in The Ponds at Georgetown L.P. is 30.29%. The remaining limited
partner interest of 68.70% is owned by Capital Source II L.P.-A, an
affiliate of the General Partners. All significant intercompany accounts
and transactions have been eliminated in consolidation.
The consolidated financial statements are prepared without audit on the
accrual basis of accounting in accordance with generally accepted
accounting principles. The consolidated financial statements should be
read in conjunction with the consolidated financial statements and notes
thereto included in the Partnership's Annual Report on Form 10-K for the
year ended December 31, 1996. In the opinion of management, all normal
and recurring adjustments necessary to present fairly the financial
position at June 30, 1997, and results of operations for all periods
presented have been made.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
<PAGE> - 4 -
CAPITAL SOURCE L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
(UNAUDITED)
B) Investment in Real Estate
The Partnership's investment in real estate is carried at cost less
accumulated depreciation. The carrying value of each property does not
exceed net realizable value.
C) Investments in Mortgage-Backed Securities
Investment securities are classified as held-to-maturity,
available-for-sale or trading. Investments classified as
available-for-sale are reported at fair value with any unrealized gains or
losses excluded from earnings and reflected as a separate component of
partners' capital. Subsequent increases and decreases in the net
unrealized gain/loss on the available-for-sale securities are reflected as
adjustments to the carrying value of the portfolio and adjustments to the
component of partners' capital. The Partnership does not have investment
securities classified as held-to-maturity or trading.
D) Depreciation and Amortization
Depreciation of real estate is based on the estimated useful life of the
properties using the straight-line method. Deferred mortgage issuance
costs are being amortized using the effective yield method over the 40
year term of the respective loan.
E) Revenue Recognition
The Operating Partnerships lease multifamily rental units under
operating leases with terms of one year or less. Rental revenue is
recognized as earned net of any vacancy losses and rental concessions
offered.
F) Income Taxes
No provision has been made for income taxes since BAC Holders are required
to report their share of the Partnership's income for federal and state
income tax purposes.
G) Temporary Cash Investments
Temporary cash investments are invested in short-term debt securities
purchased with original maturities of three months or less.
H) Net Income per Beneficial Assignment Certificate (BAC)
Net income per BAC is based on the number of BACs outstanding (3,374,222)
during each period presented.
3. Partnership Income, Expenses and Cash Distributions
Profits and losses from normal operations and cash available for distribution
will be allocated 99% to the investors and 1% to the General Partners.
Certain fees payable to the General Partners will not become due until
investors have received certain priority returns. Cash distributions included
in the consolidated financial statements represent the actual cash
distributions made during each period and the cash distributions accrued at
the end of each period.
The General Partners will also receive 1% of the net proceeds from any sale
of Partnership assets. The General Partners will receive a termination fee
equal to 3% of all sales proceeds less actual costs incurred in connection
with all sales transactions, payable only after the investors have received a
return of their capital contributions and a 13% annual return on a cumulative
basis. The General Partners will also receive a fee equal to 9.1% of all
cash available for distribution and sales proceeds (after deducting from cash
available or sales proceeds any termination fee paid therefrom) after
investors have received a return of their capital contributions and a 13%
annual return on a cumulative basis.
<PAGE> - 5 -
CAPITAL SOURCE L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
(UNAUDITED)
4. Transactions with Related Parties
The General Partners, certain of their affiliates and the Operating
Partnerships' general partners have received or may receive fees,
compensation, income, distributions and payments from the Partnership in
connection with the offering and the investment, management and sale of the
Partnership's assets (other than disclosed elsewhere) as follows.
The Operating Partnerships' general partners provide various on-site property
development and management services. There were no property development and
management fees incurred for the six months ended June 30, 1997. Unpaid fees,
which are non-interest bearing, are included in amounts due to general
partners and their affiliates on the accompanying consolidated balance sheets
and will be paid as the Operating Partnerships reach specified performance
standards or upon sale of the related property.
The General Partners are entitled to receive an asset management and
partnership administration fee equal to 0.5% of invested assets per annum,
payable only during such years that an 8% return has been paid to investors on
a noncumulative basis. Any unpaid amounts will accrue and be payable only
after a 13% annual return to investors has been paid on a cumulative basis and
the investors have received the return of their capital contributions. For
the quarter and six months ended June 30, 1997, distributions to investors
represented less than an 8% return; accordingly, no fees were paid or accrued
during these periods.
Amounts due to general partners and their affiliates at June 30, 1997, is
comprised of the following:
<TABLE>
<S> <C>
Unpaid property development and management fees $ 447,912
Operating deficit loans 3,606,553
---------------
$ 4,054,465
===============
</TABLE>
Substantially all of the Partnership's general and administrative expenses are
paid by a General Partner or an affiliate and reimbursed by the Partnership.
The amount of such expenses reimbursed to the General Partner for 1997 was
$281,713 ($159,132 for the quarter ended June 30, 1997). Reimbursed expenses
are presented on a cash basis and do not reflect accruals made at quarter end.
An affiliate of America First Capital Source I, L.L.C. has been retained to
provide property management services for Waterman's Crossing, Misty Springs
Apartments, Fox Hollow Apartments and The Ponds at Georgetown (beginning in
November 1996). The fees for services provided in 1997, amounted to $90,637
($45,205 for the quarter ended June 30, 1997), and represented the lower of
costs incurred in providing management of the property or customary fees for
such services determined on a competitive basis.
5. Partnership Reserve Account
The Partnership maintains a reserve account which consisted of the following
at June 30, 1997:
<TABLE>
<S> <C>
Cash and temporary cash investments $ 9,612,815
GNMA Certificates 1,220,024
---------------
$ 10,832,839
===============
</TABLE>
<PAGE> - 6 -
CAPITAL SOURCE L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
(UNAUDITED)
The reserve account was established to maintain working capital for the
Partnership and is available for distribution to BAC Holders and for any
contingencies related to Permanent Investments and the operation of the
Partnership. The GNMA Certificates mature between 2007 and 2009. At
June 30, 1997, the total amortized cost, gross unrealized holding gains
and aggregate fair value of available-for-sale securities were $1,183,326,
$36,698 and $1,220,024 respectively.
6. Parent Company Only Financial Information
Generally accepted accounting principles require that the Partnership's
financial statements consolidate the Operating Partnerships since the
Partnership holds a majority ownership interest and, through CS Properties I,
Inc. can influence the decisions of the general partners in certain
circumstances. In the consolidated financial statements, the Partnership's
investment in FHA Loans and GNMA Certificates is eliminated against the
related mortgage payable recorded by the Operating Partnership. If a mortgage
loan goes into default and is foreclosed upon by FHA or GNMA, the respective
agency may, at their discretion, repay the FHA Loan or the GNMA Certificate.
If this occurs, the Partnership's investment in the Operating Partnership
would be eliminated, resulting in the recognition of a gain on the
Partnership's financial statements. This arises because consolidation
accounting does not allow the Partnership to stop recording losses from the
Operating Partnerships when the net investment is reduced to zero.
The parent company only financial information below represents the condensed
financial information of the Partnership using the equity method of accounting
for the investment in Operating Partnerships, rather than the consolidation of
those partnerships. Under the equity method of accounting, the Partnership's
capital contributions are adjusted to reflect its share of Operating
Partnership profits or losses and distributions. The investment in Operating
Partnerships represents the Partnership's limited partnership interest in the
accumulated deficits of those Operating Partnerships. The parent company only
information is provided to more clearly present the Partnership's investment
in the Operating Partnerships. Since the Partnership is not a general
partner, it is not obligated to fund the negative balances. If the
investments in all Operating Partnerships were eliminated at June 30, 1997,
Partnership capital would increase by $13,324,361 ($3.91 per BAC).
The FHA Loans and the GNMA Certificates are collateralized by first mortgage
loans on the properties owned by the Operating Partnerships and are guaranteed
or insured as to principal and interest by FHA or GNMA. The FHA insured
mortgage loans are subject to a 1% assignment fee. The obligations of FHA and
GNMA are backed by the full faith and credit of the United States government.
<PAGE> - 7 -
CAPITAL SOURCE L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
(UNAUDITED)
Parent Company Only
Condensed Balance Sheets
<TABLE>
<CAPTION>
June 30, 1997 Dec. 31, 1996
--------------- ---------------
<S> <C> <C>
Assets
Cash and temporary cash investments $ 10,308,148 $ 10,272,497
Investment in FHA Loans 12,549,219 12,585,755
Investment in mortgage-backed securities 23,776,350 23,937,795
Investment in Operating Partnerships (13,324,361) (13,038,255)
Interest receivable 320,050 321,760
Other assets 101,974 130,969
--------------- ---------------
$ 33,731,380 $ 34,210,521
=============== ===============
Liabilities and Partners' Capital
Liabilities
Accounts payable $ 56,955 $ 98,056
Distributions payable 860,587 860,587
--------------- ---------------
917,542 958,643
Partners' Capital 32,813,838 33,251,878
--------------- ---------------
$ 33,731,380 $ 34,210,521
=============== ===============
</TABLE>
Parent Company Only
Condensed Statements of Income
<TABLE>
<CAPTION>
For the Six For the Six
Months Ended Months Ended
June 30, 1997 June 30, 1996
--------------- ---------------
<S> <C> <C>
Income
Mortgage and mortgage-backed securities income $ 1,573,318 $ 1,556,210
Interest income on temporary cash investments and U.S. government securities 270,635 256,973
Interest income on mortgage-backed securities 47,355 59,716
Equity in losses of Operating Partnerships (364,656) (339,066)
Other income 1,050 3,550
-------------- ---------------
1,527,702 1,537,383
Expenses
Operating and administrative 239,744 226,726
-------------- ---------------
Net income $ 1,287,958 $ 1,310,657
============== ===============
</TABLE>
<PAGE> - 8 -
CAPITAL SOURCE L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
(UNAUDITED)
Parent Company Only
Condensed Statements of Cash Flows
<TABLE>
<CAPTION>
For the Six For the Six
Months Ended Months Ended
June 30, 1997 June 30, 1996
--------------- ---------------
<S> <C> <C>
Cash flows from operating activities
Net income $ 1,287,958 $ 1,310,657
Adjustments to reconcile net income to net cash
provided by operating activities:
Equity in losses of Operating Partnerships 364,656 339,066
Amortization 33,744 33,744
Amortization of discount on mortgage-backed and U.S. government securities (1,134) (4,988)
Other non-cash adjustments (44,140) (6,264)
--------------- ---------------
Net cash provided by operating activities 1,641,084 1,672,215
--------------- ---------------
Cash flows from investing activities
FHA Loan and GNMA Certificate principal payments 194,311 248,626
Investment in Operating Partnerships (78,550) (216,745)
Maturity of U.S. government securities - 1,000,000
Distributions received from Operating Partnerships - 77,233
--------------- ---------------
Net cash provided by investing activities 115,761 1,109,114
--------------- ---------------
Cash flow used in financing activity
Distributions (1,721,194) (1,721,194)
--------------- ---------------
Net increase in cash and temporary cash investments 35,651 1,060,135
Cash and temporary cash investments at beginning of period 10,272,497 8,962,735
--------------- ---------------
Cash and temporary cash investments at end of period $ 10,308,148 $ 10,022,870
=============== ===============
</TABLE>
7. Mortgage Loan Payable
The mortgage collateralized solely by Fox Hollow Apartments provides for
interest at 8.86%. Under the terms of a Loan Modification Agreement entered
into on January 8, 1996, installments of principal and interest in the amount
of $49,947 are due on the first day of each month with the balance of
principal and interest due and payable no later than October 1, 2028. The
mortgage loan payable of $6,354,657 is recorded on the consolidated balance
sheet, since it is no longer eliminated in consolidation. The mortgage is an
obligation of the Operating Partnership which owns the property.
<PAGE> - 9 -
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
The Partnership originally acquired: (i) five mortgage-backed securities
guaranteed as to principal and interest by the Government National Mortgage
Association (GNMA) collateralized by first mortgage loans on multifamily
housing properties located in five states; (ii) three first mortgage loans
insured as to principal and interest by the Federal Housing Administration
(FHA) on multifamily housing properties located in two states; and (iii)
Partnership Equity Investments in eight limited partnerships which own the
multifamily properties financed by the GNMA Certificates and FHA Loans. The
Partnership subsequently received FHA Debentures in payment of the FHA Loan on
Fox Hollow Apartments which were paid in full on January 5, 1993. On October
28, 1994, foreclosure proceedings were initiated on Falcon Point Apartments
and, accordingly, the Partnership no longer holds a Partnership Equity
Investment in this property. In addition, on November 17, 1995, the GNMA
Certificate related to Falcon Point Apartments was paid-in-full to the
Partnership. Collectively, the remaining GNMA Certificates, FHA Loans and
Partnership Equity Investments are referred to as the "Permanent
Investments". The Partnership has also invested amounts held in its reserve
account in certain GNMA securities backed by pools of single-family mortgages
(Reserve Investments). The obligations of GNMA and FHA are backed by the full
faith and credit of the United States government.
The FHA Loans, GNMA Certificates and Partnership Equity Investments in
Operating Partnerships represent the Partnership's principal assets as shown
in the Parent Company Only Financial Information in Note 6 to the financial
statements. The parent company information is presented using the equity
method of accounting for the investment in Operating Partnerships. Generally
accepted accounting principles, however, require that the Partnership's
financial statements consolidate the Operating Partnerships, since the
Partnership holds a majority ownership in each Operating Partnership and can
influence decisions of the general partners in certain circumstances.
The following FHA Loans and GNMA Certificates were owned by the Partnership at
June 30, 1997.
<TABLE>
<CAPTION>
Guaranteed Interest Maturity Carrying
Property Name or Insured By Rate Date Value
- ---------------------------------------- --------------- ---------- --------------- ---------------
<S> <C> <C> <C> <C>
Bluff Ridge Apartments FHA 8.72% 11-15-2028 $ 3,520,712
Highland Park Apartments FHA 8.75% 11-01-2028 9,028,507
Misty Springs Apartments GNMA 8.75% 06-15-2029 4,283,779
The Ponds at Georgetown GNMA 9.00% 12-15-2029 2,239,492
Waterman's Crossing GNMA 10.00% 09-15-2028 10,951,820
Water's Edge Apartments GNMA 8.75% 12-15-2028 5,081,235
Pools of single-family mortgages GNMA 7.58%(1) 2008 to 2009 615,429
Pools of single-family mortgages GNMA 7.58%(1) 2007 to 2008 604,595
---------------
$ 36,325,569
===============
</TABLE>
(1) Represents yield to the Partnership.
<PAGE> - 10 -
Distributions
Cash distributions paid or accrued per BAC were as follows:
<TABLE>
<CAPTION>
For the Six For the Six
Months Ended Months Ended
June 30, 1997 June 30, 1996
--------------- ---------------
<S> <C> <C>
Regular quarterly distributions
Income $ .3779 $ .3845
Return of capital .1271 .1205
--------------- ---------------
.5050 .5050
=============== ===============
Distributions
Paid out of cash flow $ .5050 $ .5050
=============== ===============
</TABLE>
Regular quarterly distributions to BAC Holders consist primarily of interest
received on FHA Loans and GNMA Certificates. Additional cash for
distributions is received from other investments. The Partnership may draw on
reserves to pay operating expenses or to supplement cash distributions to
investors. The Partnership is permitted to replenish reserves with cash flows
in excess of distributions paid. For the six months ended June 30, 1997, a
$159,475 ($61,105 for the quarter ended June 30, 1997) of undistributed cash
flow was added to reserves. The total amount held in reserves at June 30,
1997, was $10,832,839 of which $1,220,024 was invested in GNMA Certificates.
The Partnership believes that cash provided by operating activities and, if
necessary, withdrawals from the Partnership's reserves will be adequate to
meet its short-term and long-term liquidity requirements, including the
payments of distributions to BAC Holders. Under the terms of the Partnership
Agreement, the Partnership has the authority to enter into short-term and
long-term debt financing arrangements; however, the Partnership currently does
not anticipate entering into such arrangements. The Partnership is not
authorized to issue additional BACs to meet short-term and long-term liquidity
requirements.
Asset Quality
The FHA Loans and GNMA Certificates owned by the Partnership are guaranteed as
to principal and interest by FHA and GNMA, respectively. The obligations of
FHA and GNMA are backed by the full faith and credit of the United States
government. The Partnership Equity Investments, however, are not insured or
guaranteed. The value of these investments is a function of the value of the
real estate owned by the Operating Partnerships.
As previously reported, the Ponds at Georgetown was delinquent on its property
taxes and a tax sale of the property was scheduled for May 1997. On April 29,
1997, the Partnership funded $53,550 from its reserves to assist the property
in paying a portion of its property taxes in order to avoid the tax sale of
the property in May 1997. The Partnership continues to explore a number of
alternatives with the mortgage holder to determine the best course of action
to pursue, including a possible restructuring of the mortgage loan.
The overall status of the Partnership's other investments has remained
relatively constant since March 31, 1997.
<PAGE> - 11 -
The following table shows the occupancy levels of the properties financed by
the Partnership at June 30, 1997:
<TABLE>
<CAPTION>
Number Percentage
Number of Units of Units
Property Name Location of Units Occupied Occupied
- ------------------------------- -------------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Bluff Ridge Apartments Jacksonville, NC 108 101 94%
Fox Hollow Apartments High Point, NC 184 180 98%
Highland Park Apartments Columbus, OH 252 237 94%
Misty Springs Apartments Daytona Beach, FL 128 127 99%
The Ponds at Georgetown Ann Arbor, MI 134 129 96%
Waterman's Crossing Newport News, VA 260 260 100%
Water's Edge Apartments Lake Villa, IL 108 103 95%
------------- ------------ ------------
1,174 1,137 97%
============= ============ ============
</TABLE>
Results of Operations
The tables below compare the results of operations for each period shown.
<TABLE>
<CAPTION>
For the For the Increase
Quarter Ended Quarter Ended (Decrease)
June 30, 1997 June 30, 1996 From 1996
--------------- --------------- ---------------
<S> <C> <C> <C>
Rental income $ 1,874,301 $ 1,758,744 $ 115,557
Mortgage-backed securities income 23,110 29,371 (6,261)
Interest income on temporary cash investments
and U.S. government securities 141,384 137,734 3,650
Other income 63,082 85,085 (22,003)
--------------- --------------- ---------------
2,101,877 2,010,934 90,943
--------------- --------------- ---------------
Real estate operating expenses 1,065,971 933,326 132,645
Depreciation 224,393 271,455 (47,062)
Interest expense 149,841 149,842 (1)
Investor servicing 86,992 74,324 12,668
Professional fees 14,750 18,993 (4,243)
Other expenses 707 4,001 (3,294)
Amortization 34,199 34,451 (252)
--------------- --------------- ---------------
1,576,853 1,486,392 90,461
--------------- --------------- ---------------
Minority interest in losses of Operating Partnerships 4,653 668 3,985
--------------- --------------- ---------------
Net income $ 529,677 $ 525,210 $ 4,467
=============== =============== ===============
</TABLE>
<PAGE> - 12 -
<TABLE>
<CAPTION>
For the Six For the Six Increase
Months Ended Months Ended (Decrease)
June 30, 1997 June 30, 1996 From 1996
--------------- --------------- ---------------
<S> <C> <C> <C>
Rental income $ 3,701,485 $ 3,525,263 $ 176,222
Mortgage-backed securities income 47,355 59,716 (12,361)
Interest income on temporary cash investments
and U.S. government securities 284,747 266,310 18,437
Other income 153,106 149,711 3,395
--------------- --------------- ---------------
4,186,693 4,001,000 185,693
--------------- --------------- ---------------
Real estate operating expenses 1,885,371 1,643,423 241,948
Depreciation 448,785 486,052 (37,267)
Interest expense 299,682 299,683 (1)
Investor servicing 173,129 149,439 23,690
Professional fees 30,600 37,418 (6,818)
Other expenses 2,272 6,125 (3,853)
Amortization 68,398 68,903 (505)
--------------- --------------- ---------------
2,908,237 2,691,043 217,194
--------------- --------------- ---------------
Minority interest in losses of Operating Partnerships 9,502 700 8,802
--------------- --------------- ---------------
Net income $ 1,287,958 $ 1,310,657 $ (22,699)
=============== =============== ===============
</TABLE>
Rental income is recognized net of any vacancy losses and rental concessions
offered. Rental income, net of real estate operating expenses, depreciation,
and amortization increased $30,226 for the quarter ended June 30, 1997,
compared to the same period in 1996, and decreased $27,954 for the six months
ended June 30, 1997, compared to the same period in 1996. Rental income
increased for the quarter and six months ended June 30, 1997, compared to the
same periods in 1996, due primarily to an overall increase in average
occupancy and rental rate increases in certain markets. Real estate operating
expenses increased for the quarter and six months ended June 30, 1997,
compared to the same periods in 1996, and more than offset the increase in
rental income. Real estate operating expenses increased primarily due to
increases in repairs and maintenance expenses and property improvements.
Mortgage-backed securities income decreased for the quarter and six months
ended June 30, 1997, compared to the same periods in 1996 due to the continued
amortization of the principal balance of the mortgage-backed securities.
Interest income on temporary cash investments and U.S. government securities
increased for the quarter and six months ended June 30, 1997, compared to the
same periods in 1996 due to an increase in the Partnership's cash reserve as
additional cash was placed in reserves during 1996 and 1997.
Other income consists primarily of corporate unit rentals, garage rentals,
washer/dryer, and vending income generated by the Partnership's properties.
Income from such sources decreased for the quarter ended June 30, 1997,
compared to the same period in 1996, primarily due to a decrease in corporate
unit rentals. Other income increased for the six months ended June 30, 1997,
compared to the same period in 1996, primarily due to an increase in corporate
unit rentals.
Investor servicing costs increased for the quarter and six months ended June
30, 1997, compared to the same periods in 1996, due to increases in expenses
associated with maintaining and providing investors with Partnership
information, primarily salaries and related expenses. Professional fees
decreased for the quarter and six months ended June 30, 1997, compared to the
same periods in 1996, primarily due to a decrease in legal fees. Other
expenses decreased for the quarter and six months ended June 30, 1997,
compared to the same periods in 1996, due primarily to a decrease in travel
expenses.
<PAGE> - 13 -
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
4(a) Agreement of Limited Partnership of Capital Source
L.P. (incorporated herein by reference from Exhibit A of
the Prospectus contained in the Registrant's
Post-Effective Amendment No. 3 dated May 15, 1986 to the
Registration Statement on Form S-11 (Commission File No.
0-16497)).
4(b) Beneficial Assignment Certificate (incorporated by
reference to page 47 of Form 10-K for the fiscal year
ended December 31, 1989 filed with the Securities and
Exchange Commission by the Registrant (Commission File No.
0-16497)).
(b) Form 8-K
The registrant did not file a report on Form 8-K during the
quarter for which this report is filed.
<PAGE> - 14 -
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.
Dated: August 13, 1997 CAPITAL SOURCE L.P.
By America First Capital
Source I, L.L.C., General Partner of the
Registrant
By /s/ Michael Thesing
Michael Thesing
Vice President and Principal
Financial Officer
<PAGE> - 15 -
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 10,308,148
<SECURITIES> 1,220,024
<RECEIVABLES> 221,361
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,529,509
<PP&E> 40,607,477
<DEPRECIATION> (10,374,421)
<TOTAL-ASSETS> 45,580,973
<CURRENT-LIABILITIES> 2,156,255
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 32,813,838
<TOTAL-LIABILITY-AND-EQUITY> 45,580,973
<SALES> 0
<TOTAL-REVENUES> 4,186,693
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,908,237
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,287,958
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,287,958
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,287,958
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
