CAPITAL SENIOR LIVING COMMUNITIES L P
10QSB, 1996-08-14
ASSET-BACKED SECURITIES
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August 14, 1996


SECURITIES AND EXCHANGE COMMISSION
450 5th Street, N.W.
Judiciary Plaza
Washington, D.C. 20549-1004

     Re:  Capital Senior Living Communities, L.P. (the "Company")
          Form 10-QSB for the Quarter Ended June 30, 1996

          Commission File No. 0-14752

          Our File No.: 3101529.270

Ladies and Gentlemen:

     On behalf of the Company,  enclosed for  electronic  filing please find one
copy of Form 10-QSB for the quarter ended June 30, 1996.

     Please call the undersigned  with any questions or comments.  Collect calls
will be accepted at 214/419-8311.

                                                    Yours truly,


                                                    /s/ Mike Parsons 
                                                    --------------------- 
                                                    Mike Parsons
MDP/Ids

Enclosures
<PAGE>
          

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

               Quarterly Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934



(Mark One)
{X}  Quarterly  Report  pursuant  to Section  13 or 15(d) of the  Securities
     Exchange Act of 1934 For the quarterly period ended June 30, 1996
{ }  Transition  report  under  Section  13 or  15(d)  of the  Exchange  Act for
     the  transition  period  From to

Commission file number 0-14752.

                     CAPITAL SENIOR LIVING COMMUNITIES, L.P.
        (Exact name of Small Business Issuer as Specified in Its Charter)

         DELAWARE                                              35-1665759
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

              14160 Dallas Parkway, Suite 300, Dallas, Texas 75240
                    (Address of Principal Executive Offices)

                                 (214) 770-5600
                (Issuer's Telephone Number, Including Area Code)




     Check  whether  the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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
                                                                   ---   ----

                                       1
<PAGE>





PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements


                     CAPITAL SENIOR LIVING COMMUNITIES, L.P.
                     ---------------------------------------

                           CONSOLIDATED BALANCE SHEET
                           --------------------------

                    AS OF JUNE 30, 1996 AND DECEMBER 31, 1995
                    -----------------------------------------
<TABLE>
<CAPTION>
<S>                                                                         <C>                     <C> 

                                                                            June 30,1996             Dec.31,1995
                                                                             (Unaudited)              (Audited)                  
                                                                             -----------              ---------                
ASSET

PROPERTY AND EQUIPMENT, Net                                             $   16,800,108           $   17,352,655

OTHER ASSETS:
   Cash and cash equivalents                                                 8,759,900                9,743,330
   Cash, restricted                                                            203,788                  203,788
   Accounts receivable, net of allowance
   for doubtful accounts of $159,035 and
   $141,452, respectively                                                      315,923                  409,486
   Prepaid expenses and other                                                  135,623                  128,728
   Deferred charges, less accumulated amortization
    of $222,332 and $141,760, respectively                                     268,445                  328,665
   Investment in limited partnerships (Note 4)                               6,844,326                  896,405
                                                                        --------------           --------------
         Total assets                                                   $   33,328,113           $   29,063,057
                                                                        ==============           ==============

LIABILITIES AND PARTNERS' CAPITAL

 LIABILITIES:
   Accrued expenses and other liabilities                               $    1,568,961           $    1,354,639
   Notes payable                                                             2,010,166                2,035,148
   Customer deposits                                                           295,157                  279,982
                                                                        --------------           --------------

         Total liabilities                                                   3,874,284                3,669,769
                                                                       ---------------         ----------------

DEFERRED INCOME (Note 4)                                                     2,915,173                        0

PARTNERS' CAPITAL:
   General partner                                                              57,398                   41469
   Limited partner                                                                   1                       1
      Beneficial unit certificates, 1,264,000
           issued                                                           26,481,257              25,351,818
                                                                           --------------        --------------
                                                                                                    25,393,288
Total partners' capital                                                     26,538,656

         Total liabilities and partners' capital                        $   33,328,113           $   29,063,057
                                                                        ==============           ==============

</TABLE>



                                       2
<PAGE>

                     CAPITAL SENIOR LIVING COMMUNITIES, L.P.
                     ---------------------------------------

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------

                FOR THE THREE MONTHS ENDED JUNE 30, 1996 AND 1995
                -------------------------------------------------

                                   (UNAUDITED)
                                   -----------

<TABLE>
<CAPTION>
<S>                                                              <C>                           <C> 


                                                                            Three Months ended June 30,
                                                                            ---------------------------
                                                                         1996                          1995
RENTAL AND OTHER INCOME
   Multi-family                                                   $      323,838                $      344,063
   Independent                                                         1,811,293                     1,721,038
   Assisted Living                                                       398,072                       421,477
   Nursing                                                             1,222,782                     1,258,099
   Other                                                                 221,555                       213,585
                                                                  --------------                --------------
                                                                       3,977,540                     3,958,262

INTEREST INCOME                                                           98,741                        74,542

INCOME ON INVESTMENT                                                     433,520                             0
                                                                  --------------                --------------

                  Total income                                         4,509,801                     4,032,804
                                                                  --------------                --------------

EXPENSES:
   Salaries, wages and benefits                                        1,433,670                     1,432,866
   Operating and other administrative expenses                         1,635,091                     1,576,127
   Depreciation and amortization                                         410,853                       440,561
                                                                  --------------                --------------

                  Total expenses                                       3,479,614                     3,449,554
                                                                  --------------                --------------

NET INCOME                                                        $    1,030,187                $      583,250
                                                                  ==============                ==============

NET INCOME ALLOCATION:
   General partner                                                $       10,302                $        5,833
   Beneficial unit certificate holders                                 1,019,885                       577,417
                                                                  --------------                --------------

                  Total                                           $    1,030,187                $      583,250
                                                                  ==============                ==============

NET INCOME PER BENEFICIAL UNIT
   CERTIFICATE                                                    $          .83               $           .46
                                                                  ==============                ==============

OUTSTANDING BENEFICIAL UNIT
   CERTIFICATES                                                        1,226,708                     1,264,000
                                                                  ==============                ==============

</TABLE>
                                       3
<PAGE>





                     CAPITAL SENIOR LIVING COMMUNITIES, L.P.
                     ---------------------------------------

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------

                 FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
                 -----------------------------------------------

                                   (UNAUDITED)
                                   -----------
<TABLE>
<CAPTION>

<S>                                                             <C>                           <C>                          

                                                                             Six Months ended June 30,
                                                                             -------------------------
                                                                         1996                          1995
                                                                         ----                          ----

RENTAL AND OTHER INCOME
   Multi-family                                                  $       647,588              $        627,053
   Independent                                                         3,607,723                     3,488,240
   Assisted Living                                                       804,820                       848,436
   Nursing                                                             2,433,406                     2,349,882
   Other                                                                 438,044                       433,359
                                                                 ---------------                --------------
                                                                       7,931,581                     7,746,970

INTEREST INCOME                                                          204,539                       140,150

INCOME ON INVESTMENT                                                     459,043                             0
                                                                 ---------------                --------------

                  Total income                                         8,595,163                     7,887,120
                                                                 ---------------                --------------

EXPENSES:
   Salaries, wages and benefits                                        2,889,453                     2,876,343
   Operating and other administrative expenses                         3,294,524                     3,119,002
   Depreciation and amortization                                         818,314                       881,122
                                                                 ---------------                --------------

                  Total expenses                                       7,002,291                     6,876,467
                                                                 ---------------                --------------

NET INCOME                                                       $     1,592,872                $    1,010,653
                                                                 ===============                ==============

NET INCOME ALLOCATION:
   General partner                                               $        15,929                $       10,107
   Beneficial unit certificate holders                                 1,576,943                     1,000,546
                                                                 ---------------                --------------

                  Total                                          $     1,592,872                $    1,010,653
                                                                 ===============                ==============

NET INCOME PER BENEFICIAL UNIT
   CERTIFICATE                                                   $          1.29                $         .79
                                                                 ===============                ==============
                                                                                                              

OUTSTANDING BENEFICIAL
       UNIT CERTIFICATES                                               1,226,708                     1,264,000
                                                                 ===============                ==============

</TABLE>

                                       4
<PAGE>



                     CAPITAL SENIOR LIVING COMMUNITIES, L.P.
                     ---------------------------------------

                  CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
                  --------------------------------------------

                     FOR THE SIX MONTHS ENDED JUNE 30, 1996
                     --------------------------------------

                                   (UNAUDITED)


<TABLE>
<CAPTION>
<S>                                        <C>                  <C>               <C>                <C>                      

                                                Beneficial
                                                   Unit            Limited             General
                                              Certificates         Partner             Partner                  Total
                                              ------------         -------             -------                  -----

BALANCE, December 31, 1995                 $     25,351,818     $         1     $      141,469        $     25,393,288

       Net Income                                   557,058               -              5,627                 562,685
                                               ------------       -----------      -------------      ----------------

BALANCE, March 31, 1996                    $     25,908,876     $         1     $       47,096        $     25,955,973

       Net Income                                 1,019,885               -             10,302               1,030,187

       Repurchased Beneficial Unit
         Certificates                              (447,504)              -                  -                (447,504)
                                           ----------------     -------------      -------------      ----------------

BALANCE, June 30, 1996                     $     26,481,257     $           1      $      57,398      $     26,538,656
                                           ================     =============      =============      ================
</TABLE>


                                       5
<PAGE>




                     CAPITAL SENIOR LIVING COMMUNITIES, L.P.
                     ---------------------------------------

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------

                 FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
                 -----------------------------------------------

                                   (UNAUDITED)
                                   -----------
<TABLE>
<CAPTION>
<S>                                                                       <C>                      <C>

                                                                                         For the Six Months
                                                                                          Ended June 30,
                                                                                          --------------
                                                                                   1996                     1995
                                                                                   ----                     ----
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                              $    1,592,872            $    1,010,653
   Adjustments to reconcile net income
   to net cash provided by (used in) operating activities:
   Depreciation                                                                  737,742                   847,162
   Amortization of deferred financing charges                                     80,572                    33,960
   Provision for bad debt                                                         16,500                         0
   Amortization of deferred income                                               (35,011)                        0
   Equity in earnings of investee                                               (398,508)                        0
   Changes in assets and liabilities, net of effects of acquisitions:
   Cash, restricted                                                                    0                  (150,000)
   Accounts receivable                                                            77,063                  (202,741)
   Prepaid expenses and other                                                     (6,895)                  (43,095)
   Accrued expenses and other liabilities                                        214,322                  (117,885)
   Customer Deposits                                                              15,175                    25,485
                                                                          --------------            --------------
                  NET CASH PROVIDED BY
                     OPERATING ACTIVITIES                                      2,293,832                 1,403,539
                                                                          --------------            --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Additions to property and equipment                                          (185,195)                 (122,301)
   Investments in limited partnerships                                        (2,599,229)                 (511,671)
   Repurchase of beneficial unit certificates                                   (447,504)                        0
                                                                          --------------            --------------
                  NET CASH USED IN
                     INVESTING ACTIVITIES                                     (3,231,928)                 (633,972)
                                                                          --------------            --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments on notes payable                                                     (24,982)                  (34,910)
   Deferred charges                                                              (20,352)                        0
                                                                          --------------            --------------
                  NET CASH USED IN
                      FINANCING ACTIVITIES                                       (45,334)                  (34,910)
                                                                          --------------            --------------

NET (DECREASE) INCREASE IN CASH AND
   CASH EQUIVALENTS                                                             (983,430)                  734,657

CASH AND CASH EQUIVALENTS, Beginning of Period                                 9,743,330                 8,018,471
                                                                          --------------            --------------

CASH AND CASH EQUIVALENTS, End of Period                                  $    8,759,900            $    8,753,128
                                                                          ==============            ==============




</TABLE>
                                       6
<PAGE>



                     CAPITAL SENIOR LIVING COMMUNITIES, L.P.
                     ---------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

                                  JUNE 30, 1996
                                  -------------



1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
    -------------------------------------------

Principals of Consolidation
- - ---------------------------

The accompanying  consolidated  balance sheet, as of June 30, 1996, includes the
accounts  of  the   Partnership   and  its  99%-owned   subsidiary,   Retirement
Partnership,  Ltd. All significant  intercompany  accounts and transactions have
been  eliminated  in  consolidation.  The 1%  minority  interest  in  Retirement
Partnership, Ltd. is not presented separately due to its immateriality.

The financial information has been prepared in accordance with the Partnership's
customary  accounting  practices  and has not been  audited.  In the  opinion of
management,  the information  presented reflects all adjustments necessary for a
fair  statement of interim  results.  All such  adjustments  are of a normal and
recurring  nature.  The financial  statements should be read in conjunction with
the consolidated  financial statements and the footnotes thereto included in the
Partnership's annual report filed in Form 10-KSB for the year ended December 31,
1995.

Property and Equipment
- - ----------------------

The  Partnership  provides for  depreciation  and  amortization  on property and
equipment using the straight-line  method by charges to operations in amounts to
allocate the cost of the  property and  equipment  over their  estimated  useful
lives.

The  carrying  value of  property  and  equipment  is  reviewed if the facts and
circumstances  suggest that it may be impaired.  As of June 30, 1996, no reserve
for impaired value has been provided.

Cash Equivalents
- - ----------------

The Partnership  considers  investments with original maturities of three months
or less to be cash equivalents.

Revenue Recognition
- - -------------------

Revenue from the four  retirement  living  communities  and the two  multifamily
apartment  complexes is recognized in the period in which the unit rental and/or
food services relate.

Revenue  from the two Projects  (Towne  Centre and Canton  Regency)  which offer
assisted  living,  intermediate,   and  skilled  health  care  (in  addition  to
retirement  living),  is recognized as services are performed.  The Towne Centre
health care center (the  "Center")  is a provider of services  under the Indiana
Medicaid program. Accordingly, the Center is entitled to reimbursement under the
foregoing  program at rates  which are lower  than  private  pay rates.  Patient
service revenue for Medicaid  patients is recorded at the  reimbursement  rates.
The Towne Centre and Canton Regency health care centers (the "Centers") are also
providers of services under the Medicare program.


                                       7
<PAGE>

The Centers are entitled to reimbursement under the foregoing program in amounts
which  approximate  the lower of cost or charges for caring for these  patients.
During  the  period,  the  Centers  received  payments  from this  program on an
estimated basis. Any differences between estimated and actual reimbursements are
recognized in the subsequent year.

2.  COMMITMENTS AND CONTINGENCIES:
    ------------------------------

The  Partnership  had  $53,788 in  certificates  of deposit at June 30, 1996 and
December 31, 1995, restricted for utility deposits.  The certificates of deposit
mature one year from the original purchase date.

In conjunction with the Partnership's increased mortgage loan commitment on June
30,  1995 (see  LIQUIDITY  AND CAPITAL  RESOURCES),  a  compensating  balance of
$150,000 was established with the mortgage company.

3. TRANSACTIONS WITH RELATED PARTIES:
- - -------------------------------------

In accordance with the Partnership  Agreement,  the general partner,  Retirement
Living Communities, L.P. ("RLC"), does not receive any fees from the Partnership
but may be  reimbursed  by the  Partnership  for any actual  costs and  expenses
incurred in connection with the operations of the Partnership.  In addition,  an
affiliate of RLC is managing the assets of the Partnership. Partnership expenses
incurred by RLC and  affiliates,  which were expensed by the Partnership for the
second fiscal quarter ended June 30, 1996 and 1995, were approximately  $106,644
and  $101,573,  respectively.  Management  fees  reimbursed  and expensed by the
Partnership  to RLC and  affiliates for the second fiscal quarter ended June 30,
1996 and 1995, were approximately $251,269 and $250,950, respectively.

In addition,  the Partnership has no employees.  An affiliate of RLC makes gross
payroll  deposits  and  health  insurance  premium  payments  on  behalf  of the
properties  owned by the  Partnership,  which are reimbursed by the Partnership,
and is required to fund any excess  health  insurance  claims not covered by the
Partnership's  health premiums or related  insurance  policy.  Reimbursed  gross
payroll  deposits  and health  insurance  premiums,  which were  expensed by the
Partnership   during  the  second  fiscal   quarter  of  1996  and  1995,   were
approximately $1,332,467 and $1,313,622, respectively.

In connection with the extension of the Silver Lakes  mortgage,  an affiliate of
RLC received a 1% financing fee of $20,352 in the first quarter of 1996.

In May 1995,  the  Partnership  contracted  with  Quality  Home Care,  Inc.,  an
affiliate of RLC, to provide nursing  services to the assisted living  residents
at The Harrison facility. The contract was executed to comply with certain state
regulations.  As part of the contract, the Partnership has transferred its share
of assisted  living revenues and expenses for The Harrison to Quality Home Care,
Inc. resulting in an approximate decrease of $63,000 in net annualized profits.

In  addition,  a 50% partner of RLC is chairman of the board of a bank where the
Partnership holds the majority of its operating cash accounts.

The general  partner and managing agent of Healthcare  Properties,  L.P. and NHP
Retirement  Housing  Partners I LP are affiliates of RLC.  See Note 4.

In  April  1996,  an  affiliate  of  RLC  recognized  an  $878,592  gain  on the
Partnership's  purchase  of  Healthcare  Properties,  L.P.  limited  partnership
interests (see Note 4-ACQUISITION OF INVESTMENTS).
<PAGE>


4.    ACQUISITION OF INVESTMENTS
      --------------------------

During  1995,  the  Partnership  made various  purchases of limited  partnership
interests  in  Healthcare  Properties,   L.P.  As  of  December  31,  1995,  the
Partnership  had  cumulatively  paid $308,825 for a 5.8% ownership in Healthcare
Properties,  L.P.  During the first quarter of 1996, the  Partnership  purchased
additional  limited  partnership  interests in Healthcare  Properties,  L.P. for
$607,170,  and during the second  quarter  of 1996,  the  Partnership  purchased
additional   limited   partnership   interests  for  $1,963,845,   bringing  the
Partnership's total interest in Healthcare Properties, L.P. to 26.0%. Healthcare
Properties, L.P. is a portfolio comprised of 8 nursing home facilities.

Of  the  additional  14.91%  in  limited  partnership  interests  in  Healthcare
Properties,  L.P.  purchased in the second quarter of 1996,  9.36% was purchased
from Capital Realty Group Senior Housing, Inc. (CRGSH), an affiliate of RLC, who
had acquired the  interests in 19**.  The  Partnership  paid  $1,269,077 to such
affiliate,  who recognized a $878,592 gain on the  transaction.  Because of this
purchase,  the  Partnership  will  change  its  method  of  accounting  for  its
investment  in  Healthcare  Properties,  L.P. from the cost method to the equity
method of  accounting.  Through June 30,  1996,  this change in  accounting  has
resulted in recognizing $2,986,000 of equity in Healthcare Properties, L.P. over
the Partnership's  cost as deferred income, of which $35,817 relates to 1995 and
first quarter 1996 net investment earnings from Healthcare Properties,  L.P. and
the balance of $2,950,183 to be amortized over 20 years.

During 1995, the Partnership made various purchases of outstanding pension notes
of NHP  Retirement  Housing  Partners  I, L.P.  As of  December  31,  1995,  the
Partnership had cumulatively  paid $587,580 for a 3.25% ownership of outstanding
pension  notes of NHP  Retirement  Housing  Partners  I, L.P.  During  the first
quarter of 1996, the Partnership purchased pension notes for $17,640. During the
second quarter of 1996, the Partnership  purchased  additional pension notes for
$9,720,  bringing the  Partnership's  total interest in NHP  Retirement  Housing
Partners I, L.P. pension notes to 3.4%. NHP Retirement  Housing Partners I, L.P.
owns a portfolio of 5  independent  living  retirement  facilities.  The pension
notes bear simple interest at 13% annum. Interest of 7% is paid quarterly,  with
the remaining 6% interest  deferred.  Deferred interest and principal matures on
December 31, 2001.  During the first quarter of 1996, the Partnership  paid $855
for a 1.87% ownership of limited partnership interests in NHP Retirement Housing
Partners I, L.P.


Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS


This discussion  should be read in conjunction with the financial  statements of
Capital Senior Living  Communities,  L.P. (the  "Partnership")  included in this
Report.

As of June 30, 1996, the Partnership's  assets included four retirement projects
(Harrison, Cottonwood Village, Canton Regency, and Towne Centre), a multi-family
apartment  project  (Lakeridge  Apartments,  formerly  known as Village Green II
Apartments), a 12% interest in Encore Limited Partnership, and a 99% interest in
Retirement  Partnership,  Ltd.  (the  "Partnership  Subsidiary"),  which  owns a
multi-family  apartment  project  (Silver Lakes  Apartments,  formerly  known as
Village Green I Apartments).

Silver  Lakes  Apartments  is pledged as  collateral  to secure  repayment  of a
$2,010,166  mortgage  loan  payable to a  nonaffiliated  mortgage  company.  The
Partnership has a 6 month extension on the loan through December 31, 1996.


                                       8
<PAGE>


RESULTS OF OPERATIONS
- - ---------------------

The  Partnership's  primary  source  of  funds  is net  rental  income  from the
ownership  and  management  of  the  six  real  estate  projects  owned  by  the
Partnership.

SECOND QUARTER OF 1996 COMPARED WITH SECOND QUARTER OF 1995
- - -----------------------------------------------------------

Rental and other  income for the three  months  ended June 30, 1996 and 1995 was
$3,977,540 and $3,958,262,  respectively. Rental and other income increased 0.5%
from the second quarter 1995 to 1996, and was primarily  attributable  to higher
rents.  Interest  income for the second  fiscal  quarter ended June 30, 1996 and
1995, was $98,741 and $74,542,  respectively.  Interest income increased $24,199
from the  second  quarter  ended 1995 to the  second  quarter  ended 1996 due to
additional cash available for investment. During the three months ended June 30,
1996,  the  Partnership   recognized   $433,520  of  equity   participation  and
amortization  of deferred  income  relating to the  Partnership's  investment in
Healthcare Properties, L.P. Operating expenses are maintained by property and by
natural expense classification, but are not allocated by revenue type. Salaries,
wages,  and benefits of $1,433,670  were paid by the  Partnership for the second
fiscal  quarter of 1996.  Approximately  $1,332,467  of such  amount was paid to
Capital Senior Living,  Inc.  (CSL), an affiliate of RLC, as  reimbursement  for
their direct  out-of-pocket costs under the property  management  agreements for
salaries,  wages, and benefits of on-site employees  employed at the properties,
with  the  remainder  being  contract  labor  and  reimbursement  to CSL  for an
allocable  portion of its home  office  employees'  salaries  and wages for time
expended on matters  attributable to the properties.  Corresponding  payments of
salaries and wages for the second fiscal  quarter of 1995 was  $1,432,866  (with
approximately  $1,313,622  paid to  CSL).  Operating  and  other  administrative
expenses  increased from  $1,576,127 in 1995 to $1,635,091 in 1996, or 3.7%, and
was  mainly  attributable  to  an  increase  in  utilities  and  therapy  costs.
Depreciation and amortization for 1996 was  approximately  $410,853 and $440,561
in 1995,  resulting in a decrease of 6.7% from 1995 to 1996,  and was  primarily
due to certain assets being fully depreciated in 1995.

The Partnership  expects its future operating  results will depend in large part
on its operating costs and occupancy levels in its facilities.  If the operating
costs increase or occupancy levels decline, the Partnership's  operating results
will be adversely affected.

FIRST SIX MONTHS OF 1996 COMPARED WITH FIRST SIX MONTHS OF 1995
- - ---------------------------------------------------------------

Rental  and other  income for the six  months  ended June 30,  1996 and 1995 was
$7,931,581 and $7,746,970,  respectively. Rental and other income increased 2.4%
from the six months ended June 30, 1995 to 1996, and was primarily  attributable
to higher  rents.  Interest  income for the six months  ended June 30,  1996 and
1995, was $204,539 and $140,150, respectively. Interest income increased $64,389
from the six months ended June 30, 1995 to 1996 due to additional cash available
for investment.  During the six months ended June 30, 1996, income on investment
of $459,043 was recognized, of which $25,523 was received from the Partnership's
investment  in Encore  Limited  Partnership  and $433,520  recognized  on equity
participation  and amortization of deferred income relating to the Partnership's
investment in Healthcare  Properties,  L.P. Operating expenses are maintained by
property and by natural expense classification, but are not allocated by revenue
type.  Salaries,  wages, and benefits of $2,889,453 were paid by the Partnership
for the six months ended June 30, 1996.  Approximately $2,692,041 of such amount
was paid to CSL and CRGSH,  an  affiliate  of RLC,  as  reimbursement  for their
direct  out-of-pocket  costs  under  the  property  management   agreements  for
salaries,  wages, and benefits of on-site employees  employed at the properties,
with the  remainder  being  contract  labor and  reimbursement  for an allocable
portion of its home office  employees'  salaries and

                                       9
<PAGE>

wages for time  expended on matters attributable to the properties.
Corresponding  payments of salaries and wages for the six months ended June 30,
1995 was $2,876,343 (with  approximately $2,647,948  paid to CSL and CRGSH).
The increase in such  payments of 0.5% from 1995 to 1996 was  attributable  to 
increased  labor costs.  Operating  and other administrative expenses increased
from $3,119,002 in 1995 to $3,294,524 in 1996,or 5.6%,  and was mainly 
attributable  to an increase  in utility,  therapy and repair  and  maintenance
costs.  Depreciation  and  amortization  for  1996 was $818,314 and $881,122 in 
1995.  The decrease in  depreciation  and  amortization expense  of 7.1%  from 
1995  to 1996  was due to  certain  assets  being  fully depreciated in 1995.

The Partnership  expects its future operating  results will depend in large part
on its operating costs and occupancy levels in its facilities.  If the operating
costs increase or occupancy levels decline, the Partnership's  operating results
will be adversely affected.

LIQUIDITY AND CAPITAL RESOURCES
- - -------------------------------

The General Partner believes cash and cash equivalents of $8,759,900 at June 30,
1996 is  adequate  for the  working  capital  needs  of the  Partnership.  These
reserves will be used to support  ongoing  working  capital needs,  pay existing
debt  obligations,  meet the capital and  marketing  improvements  necessary  to
succeed in a competitive atmosphere, and fund future acquisitions or development
of real estate projects.

The  Partnership's  business is no longer the  ownership  of  tax-exempt  bonds.
Instead,  the  Partnership  will hold and  operate  real  properties.  This will
adversely impact the tax-exempt nature of the  Partnership's  operations in that
it will cause the operations of the  Partnership to be fully taxable for federal
income tax purposes and will require the  individual BUC holders to report their
respective  shares of any  taxable  income of the  Partnership.  Moreover,  as a
result of federal tax law changes in 1986,  BUC holders  will not be able to use
losses from any other source,  other than "passive  activity"  losses, to offset
their share of the Partnership's taxable income.

On July 29, 1994, the Partnership  obtained a $12,000,000 open end mortgage loan
from a non-affiliated  mortgage company,  and pledged the Cottonwood,  Harrison,
Towne Centre and Canton Regency Retirement Community as collateral.  On June 30,
1995, the Partnership increased its mortgage loan commitment from $12,000,000 to
$17,500,000.  As of June 30,  1996,  there  have  been no  advances  made to the
Partnership on this loan. The loan expires July 29, 1998.

The management of the Partnership  believes that through improved  management of
the properties'  operations,  the liquidity of the Partnership and the return on
the BUC holder's investment will be maximized.  Potential  additional sources of
liquidity  could include new mortgage  financings on one or more of the existing
unencumbered  facilities  and a  potential  sale of one or more of the  existing
facilities.



                                       10
<PAGE>
<TABLE>
<CAPTION>



PARTNERSHIP PROPERTIES
- - ----------------------

The  following  table  sets  forth  summary   information   concerning  the  six
income-producing real properties owned by the Partnership:

<S>                                         <C>                                 <C>                   <C> 
 
                                                Number of Units At                         Occupancy
         Project Name/Location                     June 30, 1996                06/30/95              06/30/96
         ---------------------                      --------------               --------              --------

Cottonwood Retirement                        65    -  residential                  100%                 94%
   Community,
   Cottonwood, Arizona

The Harrison Retirement                     124    -  residential                  92%                  84%
   Community
   Indianapolis, Indiana

Towne Centre Retirement                     147    -  residential                  96%                  94%
   Community                                 34    -  assisted living
   Merrillville, Indiana                     64    -  nursing

Canton Regency Retirement                   147    -  residential                  93%                  97%
   Community                                 34    -  assisted living
   Canton, Ohio                              50    -  nursing

Lakeridge Apartments                        138    -  residential                  85%                  91%
   Kissimmee, Florida

Silver Lakes Apartments                     132    -  residential                  94%                  94%
   Kissimmee, Florida


PART II  OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

No  reports  on Form 8-K have been filed by the  registrant  during the  quarter
ended June 30, 1996.


</TABLE>

                                       11
<PAGE>



SIGNATURES

Pursuant to the  requirements  of the Exchange Act, the  registrant  caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

                                       CAPITAL SENIOR LIVING COMMUNITIES, L.P.

                                       By:  RETIREMENT LIVING COMMUNITIES, L.P.
                                             General Partner

                                       By:  CAPITAL RETIREMENT GROUP, INC.
                                                              General Partner




Date: August 14 , 1996                        By:    s/Keith Johannessen 
- - ----------------------                        ---    ------------------- 
                                                       Keith Johannessen
                                                       President




                                       12
<PAGE>

[ARTICLE] 5
<TABLE>
<S>                             <C>
[PERIOD-TYPE]                   6-MOS
[FISCAL-YEAR-END]                          DEC-31-1996
[PERIOD-START]                             JAN-01-1996
[PERIOD-END]                               JUN-30-1996
[CASH]                                       8,963,688
[SECURITIES]                                 6,844,326
[RECEIVABLES]                                  474,958
[ALLOWANCES]                                 (159,035)
[INVENTORY]                                          0
[CURRENT-ASSETS]                                     0
[PP&E]                                      24,257,569
[DEPRECIATION]                             (7,457,461)
[TOTAL-ASSETS]                              33,328,113
[CURRENT-LIABILITIES]                                0
[BONDS]                                              0
[PREFERRED-MANDATORY]                                0
[PREFERRED]                                          0
[COMMON]                                             0
[OTHER-SE]                                  26,538,656
[TOTAL-LIABILITY-AND-EQUITY]                33,328,113
[SALES]                                              0
[TOTAL-REVENUES]                              8595,163
[CGS]                                                0
[TOTAL-COSTS]                                6,889,332
[OTHER-EXPENSES]                                     0
[LOSS-PROVISION]                                     0
[INTEREST-EXPENSE]                             112,959
[INCOME-PRETAX]                              1,592,872
[INCOME-TAX]                                         0  
[INCOME-CONTINUING]                                  0
[DISCONTINUED]                                       0
[EXTRAORDINARY]                                      0
[CHANGES]                                            0
[NET-INCOME]                                         0
[EPS-PRIMARY]                                        0
[EPS-DILUTED]                                        0
</TABLE>



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