HEALTHCARE PROPERTIES L P
10-Q, 1996-08-14
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


(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

                                       OR

( )                  TRANSITION REPORT PURSUANT TO SECTION 13
                OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission file number:      0-17695


                           HealthCare Properties, L.P.
             (Exact name of Registrant as specified in its charter)


               Delaware                                   62-1317327
                               
    (State or other jurisdiction of                    (I.R.S. employer     
    incorporation or organization)                  Identification Number)
                                                  


14160 Dallas Parkway, Ste 300                          Dallas, Texas  75240
- --------------------------------------------------------------------------------
                     (Address of principal executive office)


                                 (214) 770-5600
              (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 at least the past 90 days. YES x NO












                          PART I. FINANCIAL INFORMATION


Item 1.  Financial Statements

                           HEALTHCARE PROPERTIES, L.P.
                             (A Limited Partnership)


                                 BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                     June 30, 1996            December 31, 1995
                                                                       (Unaudited)                    (Audited)
                                     ASSETS

<S>                                                               <C>                           <C>            
Cash and cash equivalents                                         $      8,864,076              $     7,606,857

Accounts receivable, less allowance
  for doubtful accounts of $3,905,447
  and $3,489,937                                                            73,967                      210,409

Prepaid Expenses and other                                                  94,824                      129,714

Deferred charges, less accumulated
  amortization of $708,357 and
  $734,146                                                                 556,997                      614,051

Property and improvements, net                                          22,785,601                   25,251,255
                                                                  ----------------              ---------------

  Total assets                                                    $     32,375,465              $    33,812,286
                                                                  ================              ===============



                       LIABILITIES AND PARTNERSHIP EQUITY

Accounts payable and accrued
  expenses                                                        $        938,703              $     1,526,209

Operating facility accounts payable                                         10,223                       83,194

Mortgage loans payable-in-default                                                0                    2,068,539

Mortgage loans payable                                                   7,460,817                    7,707,062
                                                                  ----------------              ---------------

   Total liabilities                                                     8,409,743                   11,385,004

Partnership equity - 4,172,457 and
  4,172,457 Partnership units
  outstanding                                                           23,965,722                   22,427,282
                                                                  ----------------              ---------------

   Total liabilities and equity                                   $     32,375,465              $    33,812,286
                                                                  ================              ===============

<FN>

                       See notes to financial statements.
</FN>
</TABLE>

                                       1
<PAGE>

                           HEALTHCARE PROPERTIES, L.P.
                             (A Limited Partnership)

                             STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>

                                                               Three months ended,        Three months ended,
                                                                     June 30, 1996                June 30, 1995
                                                                     -------------                -------------

Revenues:
<S>                                                                <C>                          <C>            
   Rental                                                          $     1,229,333              $     1,328,373
   Net patient services                                                    207,727                    1,214,110
                                                                   ---------------              ---------------
                                                                         1,437,060                    2,542,483
                                                                   ---------------              ---------------


Expenses:
   Facility operating expenses                                             188,791                    1,033,686
   Depreciation                                                            354,928                      474,507
   Lease default expenses                                                   18,144                       69,068
   Administrative and other                                                303,792                      362,757
   Bad debts                                                               245,094                      168,414
                                                                   ---------------              ---------------
                                                                         1,110,749                    2,108,432
                                                                   ---------------              ---------------
      Income from operations                                               326,311                      434,051
                                                                   ---------------              ---------------


Other Income (expenses):
   Gain on sale                                                            637,528                            0
   Interest income                                                          58,354                       42,994
   Interest expenses                                                      (196,982)                    (407,919)
   Amortization                                                            (28,527)                     (48,181)
                                                                   ---------------              ---------------
                                                                           470,373                     (413,106)
                                                                   ---------------              ---------------

         Net Income before extraordinary item                              796,684                       20,945

         Extraordinary item - gain on
             extinguishment of debt                                        702,692                            0
                                                                   ---------------              ---------------

         Net Income                                                $     1,499,376              $        20,945
                                                                   ===============              ===============

NET EARNINGS PER UNIT                                              $           .36              $           .01
                                                                   ===============              ===============

WEIGHTED AVERAGE
   NUMBER OF UNITS                                                       4,172,457                    4,172,457
                                                                         =========                    =========











<FN>
                       See notes to financial statements.
</FN>
</TABLE>

                                       2
<PAGE>

                           HEALTHCARE PROPERTIES, L.P.
                             (A Limited Partnership)

                             STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>

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

Revenues:
<S>                                                                <C>                          <C>            
   Rental                                                          $     2,448,668              $     2,655,983
   Net patient services                                                    786,239                    2,250,875
                                                                   ---------------              ---------------
                                                                         3,234,907                    4,906,858
                                                                   ---------------              ---------------


Expenses:
   Facility operating expenses                                             736,957                    2,003,509
   Depreciation                                                            733,908                      949,701
   Lease default expenses                                                   58,215                      131,311
   Administrative and other                                                719,272                      728,225
   Bad debts                                                               415,509                      336,829
                                                                   ---------------              ---------------
                                                                         2,663,861                    4,149,575
                                                                   ---------------              ---------------
      Income from operations                                               571,046                      757,283
                                                                   ---------------              ---------------


Other Income (expenses):
   Gain on sale                                                            637,528                            0
   Interest income                                                         114,541                       78,218
   Interest expenses                                                      (430,313)                    (819,914)
   Amortization                                                            (57,054)                     (96,362)
                                                                   ---------------              ---------------
                                                                           264,702                     (838,058)
                                                                   ---------------              ---------------

         Net Income (Loss) before
            extraordinary item                                             835,748                      (80,775)

         Extraordinary item-gain on
            extinguishment of debt                                         702,692                            0
                                                                   ---------------              ---------------

         Net Income (Loss)                                         $     1,538,440              $       (80,775)
                                                                   ===============              ===============

NET EARNINGS (LOSS) PER UNIT                                       $           .37              $          (.02)
                                                                   ===============              ===============

WEIGHTED AVERAGE
   NUMBER OF UNITS                                                       4,172,457                    4,172,457
                                                                         =========                    =========










<FN>
                       See notes to financial statements.
</FN>
</TABLE>

                                       3
<PAGE>

                           HEALTHCARE PROPERTIES, L.P.
                             (A Limited Partnership)

                   STATEMENTS OF PARTNERSHIP EQUITY (DEFICIT)

<TABLE>
<CAPTION>

                                                         Limited                General
                                                        Partners               Partners                   Total
Allocation of Net Earnings
<S>                                                <C>                     <C>                   <C> 
   (Loss)                                          98%                     2%                    100%
                                                   ===                     ==                    ====


EQUITY (DEFICIT) at
   December 31, 1994                               $   21,489,281          $   (312,332)          $   21,176,949

Net Income                                                960,336               289,997                1,250,333
                                                   --------------          ------------           --------------

EQUITY (DEFICIT) at
   December 31, 1995                                   22,449,617               (22,335)              22,427,282

Net Income                                                 38,283                   781                   39,064
                                                   --------------          ------------           --------------

EQUITY (DEFICIT) at
   March 31, 1996                                      22,487,900               (21,554)              22,466,346

Net Income                                              1,469,388                29,988                1,499,376
                                                   --------------          ------------           --------------

EQUITY at
   June 30, 1996                                   $   23,957,288          $      8,434           $   23,965,722
                                                   ==============          ============           ==============
























<FN>
                       See notes to financial statements.
</FN>
</TABLE>

                                       4

<PAGE>



                           HEALTHCARE PROPERTIES, L.P.
                             (A Limited Partnership)

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>


                                                                      Six months ended         Six months ended
                                                                         June 30, 1996            June 30, 1995
                                                                        --------------            -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                      <C>                      <C>           
   Net Income (Loss)                                                     $   1,538,440            $     (80,775)
   Adjustments to reconcile net loss to
     net cash provided by operating activities:
         Gain on extinguishment of debt                                       (702,692)                       0
         Gain sale                                                            (637,528)                       0
         Bad debts                                                             415,509                  336,829
         Depreciation and amortization                                         790,962                1,046,063
         Changes in assets and liabilities:
              Accounts receivable                                             (279,067)                (560,505)
              Prepaid expenses                                                  34,118                   19,259
              Accounts payable &
                accrued expenses                                               176,802                  (65,510)
                                                                         -------------            -------------

                    NET CASH PROVIDED BY
                    OPERATING ACTIVITIES                                     1,336,544                  695,361
                                                                         -------------            -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds on sale of property                                               2,246,114                        0
  Purchases of property and improvement                                        (10,655)                    (760)
                                                                         -------------            -------------
                    NET CASH PROVIDED (USED)
                    IN INVESTING  ACTIVITIES                                 2,235,459                     (760)
                                                                         -------------            -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
           Payments on mortgage loans payable                               (2,314,784)                (231,705)
                                                                         -------------            -------------
                    NET CASH USED
                    FINANCING ACTIVITIES                                    (2,314,784)                (231,705)
                                                                         -------------            -------------

NET INCREASE IN CASH
AND CASH EQUIVALENTS                                                         1,257,219                  462,896

CASH AND CASH EQUIVALENTS
   Beginning of Period                                                       7,606,857                5,606,274
                                                                         -------------            -------------

CASH AND CASH EQUIVALENTS
   End of Period                                                         $   8,864,076            $   6,069,170
                                                                         =============            =============








<FN>
                       See notes to financial statements.
</FN>
</TABLE>

                                       5

<PAGE>




                           HEALTHCARE PROPERTIES, L.P.

                             (A Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                         Six months ended June 30, 1996
                                   (Unaudited)

A.        ACCOUNTING POLICIES

          The accompanying  unaudited condensed  financial  statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals) considered necessary have been included. Operating
results are not  necessarily  indicative of the results that may be expected for
the year ending  December 31, 1996. The financial  statements  should be read in
conjunction with the consolidated financial statements and the footnotes thereto
included in Registrant's  annual report on Form 10-K for the year ended December
31, 1995.

B.   TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES OF THE GENERAL PARTNER

     Effective July 1, 1993, Capital Realty Group Senior Housing, Inc. ("CRGSH")
replaced  Jacques-Miller,  Inc.  and  Jacques and  Associates,  L.P. as the sole
General Partner of HealthCare Properties, L.P. (the "Registrant").

          Personnel  working  at the  Property  sites and  certain  home  office
personnel who perform  services for the  Registrant are employees as of February
1, 1995 of Capital Senior Living, Inc. (CSL), an affiliate of CRGSH and prior to
February 1, 1995 were employees of CRGSH. The Registrant reimburses CRGSH or CSL
for  the  salaries,  related  benefits,  and  overhead  reimbursements  of  such
personnel as reflected in the accompanying financial statements.  Reimbursements
and fees paid to the general  partner and affiliates of the general  partner are
as follows:
<TABLE>
<CAPTION>

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

<S>                                                              <C>                            <C>           
Salary and benefit reimbursements                                $     528,936                  $    1,384,351
Administrative reimbursements                                          109,101                          94,891
Asset management fees                                                  383,208                         339,611
Property management fees                                                53,665                         153,742
General partner management fees                                         28,781                          45,092
                                                                 -------------                  --------------
                                                                 $   1,103,691                  $    2,017,687
                                                                 =============                  ==============
</TABLE>

C.        VALUATION OF RENTAL PROPERTY

          The Registrant was originally formed to own health care properties and
to net lease these properties to lessee/operators.  However, during 1991 and the
first half of 1992, the Registrant  experienced defaults by the lessee/operators
under eight of its property  leases.  The result of these  numerous  defaults is
that many of the Registrant's  leases have been  restructured or terminated as a
result  of  defaults.   Specifically,   Cambridge,  with  a  carrying  value  of
$1,694,348,  is in default on its lease  payments and its property  taxes and is
being  operated  in the  bankruptcy  proceeding  of the  lessee.  The  Foothills
property, with a carrying value of $2,122,179,  was deeded to the lender in lieu
of  foreclosure  on July 19,  1995.  Diablo/Tamarack,  with a carrying  value of
$2,071,332,  was deeded to the lender in lieu of  foreclosure on August 1, 1995.

                                       6
<PAGE>

Countryside,  with a  carrying  value of  $1,750,961,  was in  default  with its
lender,  and was sold on May 1,  1996 and the  lender  was paid off in an agreed
upon settlement.

          As a result of the market  conditions in the real estate  industry and
the historically  unsatisfactory  operating performance of certain of the rental
properties,   the   carrying   values  of  the   Foothills,   Countryside,   and
Diablo/Tamarack   properties   were  written  down  $3,458,384  to  the  related
non-recourse  debt value on these  properties  at December 31, 1993. At December
31, 1994, the Partnership  concluded that the carrying value exceeded  estimated
fair value on the Cambridge  facility.  As a result,  the carrying  value of the
Cambridge  facility was written  down  $2,185,381  to an  estimated  fair market
value.

          The balance sheet of the  Registrant as of June 30, 1996,  shows total
assets of $32,375,465, total liabilities of $8,409,743, and Registrant equity of
$23,965,722.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations

Liquidity and Capital Resources

          Registrant  commenced an offering to the public on August 31, 1987, of
depository  units  representing  beneficial  assignments of limited  partnership
interests  ("Units").  On October 14,  1987,  Registrant  commenced  operations,
having previously accepted  subscriptions for more than the specified minimum of
120,000  Units.  As of August 30, 1989, the offering was closed except for Units
for sale to existing  investors  under the terms of a distribution  reinvestment
plan. As of June 30, 1996,  Registrant had sold Units aggregating  approximately
$43.4 million.  Due to the  suspension of the  distribution  reinvestment  plan,
Registrant does not anticipate any additional inflow of investment.

          Originally,  the Registrant had purchased eight nursing homes and four
rehabilitation  centers for a combined price of approximately  $51.0 million. At
that time,  Registrant's  capital resources  consisted of ownership interests in
these   facilities   subject  to  mortgage  debt  in  the  aggregate  amount  of
approximately  $16.9  million  which  mortgage  debt was secured by eight of its
properties in amounts equal to 40% - 60% of  Registrant's  purchase price of the
respective property. Most of these loans were non-recourse to Registrant.

          As of June 30,  1996,  Registrant  owns  four  nursing  homes and four
rehabilitation centers. Five of these properties have mortgage debt.

          As of  June  30,  1996,  Registrant  had  cash  and  cash  equivalents
aggregating approximately $8,864,000. The cash and cash equivalents will be used
for working capital,  negative cash flow,  balloon notes due by 1996,  emergency
reserves, and other restructuring requirements.

          Potential  additional  sources of  liquidity  for  Registrant  include
collection of outstanding  receivables and/or revenue  participation  related to
various   leased   facilities,   collection  on  defaulted  rent  and/or  damage
settlements related to leases in default,  new mortgage financing on one or more
of Registrant's  unencumbered assets, and a potential sale of one or more of the
Registrant's assets.

          Registrant's  general policy is to maintain  sufficient  cash and cash
equivalents  to address  disruptions  of its lease revenues and to have adequate
additional  funds for  investment in existing  assets for  improvements.  To the
extent that Registrant  deems it necessary to take over the operations of any of
its facilities  currently  under long term net lease,  such action would require
additional  investment  in  working  capital  for  operating  reserves,  capital
expenditures  and related debt  payments.  As a consequence  of prior  defaults,
Registrant  suspended cash  distributions  on July 1, 1991,  pending  successful
resolution of the various problems within its portfolio.  Due to the uncertainty
of the  timing and  conditions  under  which the  Liquidity  Reserve  (which was
suspended in March of 1991) might be reactivated, on August 15, 1991, Registrant
ceased accepting additional liquidation requests. As required by the Partnership
Agreement  for  Limited  Partners to be paid their  portion  for federal  income
taxes,  a  $250,000  cash  distribution  was  made in  June  1993.  Future  cash

                                       7
<PAGE>

distributions will be dependent upon improved  operational income and successful
refinancing on certain Registrant  mortgages.  The Units are not publicly traded
and as a result the liquidity of each Limited Partner's individual investment is
limited.

                  Discussion of Six months Ending June 30, 1996

          Rental  revenues  for the six months  ended June 30,  1996,  decreased
$207,315 from the  comparable six months ended June 30, 1995, due to the sale of
Heritage Manor on July 5, 1995 and the termination of its  corresponding  rental
revenues. Net patient services for the six months ended June 30, 1996, decreased
$1,464,636  from  the  six  months  ended  June  30,  1995,  due to the  loss of
operations on the Diablo/Tamarack facility on August 1, 1995 and due to the loss
of operations on the  Countryside  facility on May 1, 1996.  Interest income for
the six months ended June 30, 1996  increased  $36,323 from the six months ended
June 30,  1995  primarily  due to  rising  interest  rates and  increasing  cash
available for investment.

          Facility  operating  expenses  for the six months ended June 30, 1996,
decreased by $1,266,552  from the  comparable  1995 period  primarily due to the
loss  of  operations  of  the   Diablo/Tamarack   and  Countryside   facilities.
Depreciation for the six months ended June 30, 1996, decreased $215,793 from the
comparable 1995 period and is primarily due to the loss of the  Diablo/Tamarack,
Countryside  and Heritage  Manor  facilities.  Lease default  expense  decreased
$73,096 for the six months ended June 30, 1996 from the  comparable  1995 period
due to  decreasing  legal fees incurred on the  resolution of defaulted  leases.
Administrative expenses, including fees to the General Partner, decreased $8,953
for the second  quarter  ended 1996 in  comparison  to the second  quarter ended
1995. Bad debt expense for the six months ended June 30, 1996 increased  $78,680
from the  comparable  1995 period and is primarily  due to  additional  bad debt
allowances  on general  partner  advances to the  Cambridge  facility.  Interest
expense and  amortization  for the six months  ended June 30, 1996  decreased by
$389,601 and $39,308,  respectively,  from the  comparable  1995 period,  and is
primarily  due to the loss of the  Diablo/Tamarack,  Countryside,  and  Heritage
Manor facilities.

          During the second  quarter 1996, the  Partnership  incurred a $637,528
gain on sale and $702,692  extraordinary  gain on  extinguishment of debt due to
the sale of the Countryside facility.

          For the three  months  ended June 30, 1996 as compared  with the three
months ended June 30, 1995, the  Partnership's  revenue was impacted by the same
shifts of revenue as discussed above.  Similarly, a comparison of second quarter
1996 operating  expenses  versus second quarter 1995 reflects the same variances
as discussed above.

          Cash and cash  equivalents  as of June 30, 1996  increased  $1,257,219
over the balance at December 31, 1995.  Increased cash for the six months ending
June 30, 1996 in comparison to 1995 is primarily due to improved  operating cash
flow from discontinued operations of the Diablo/Tamarack  facility and decreased
interest  expense.  Net accounts  receivable of $73,967 at June 1996 reflected a
decrease  of  $136,442  over 1995  year-end  balances.  The  decreased  accounts
receivable  balance at June 30,  1996 is  primarily  due to  account  receivable
collections at the Countryside facility. Accounts payable, accrued expenses, and
facility  accounts  payable balances  decreased  $660,477 at June 30, 1996, from
December  31,  1995  and is  primarily  due to the  loss  of  operations  of the
Diablo/Tamarack and Countryside facilities.

          The  following  is a brief  discussion  of the status of  Registrant's
properties:

     Cedarbrook, Cane Creek, Crenshaw Creek and Sandy Brook facilities. Rebound,
Inc.  ("Rebound")  leased the Cedarbrook,  Cane Creek,  Crenshaw Creek and Sandy
Brook properties pursuant to a master lease with the Registrant.

                                       8
<PAGE>

                  Effective  November  30,  1992,  the  Registrant  and  Rebound
reached an amended  master  lease  agreement  whereby  Rebound  agreed to resume
increased  rental  payments  to the  Registrant,  the  terms of the  lease  were
extended from five to nine years,  Registrant gained a 10% ownership position in
Rebound and substantial  penalty  provisions were placed on Rebound in the event
of default.  Additionally,  Registrant forgave notes receivable from Rebound and
received a  promissory  note for  $1,900,000  payable  over three years that was
convertible  on certain  default  conditions at the option of the  Registrant to
additional  shares of Rebound.  During the second  quarter  ended June 30, 1993,
Relife, Inc. acquired Rebound resulting in payment of the $1,900,000  promissory
note to the  Registrant  and sale of Rebound  stock for  $939,025  in cash.  The
master lease  negotiated with Rebound will continue  uninterrupted,  but will be
guaranteed by Relife, Inc. Due to low occupancy of the Sandybrook  facility,  it
was temporarily closed in 1994 and at this time Registrant cannot determine when
it  might  reopen.  During  1994,  Relife,  Inc.  was  acquired  by  HealthSouth
Rehabilitation  Corporation.  Rental  payments  in March  and  April  1995  were
discontinued  by the new ownership  causing an interruption in the master lease.
Registrant met with the new ownership and those payments were  subsequently made
in the second quarter of 1995. Subsequent to that time period, all payments have
been made on a timely basis.

                  Two recourse  loans,  Cedarbrook  and Cane Creek,  were due in
January 1996 in the aggregate amount of approximately $2,400,000. The Cedarbrook
note was extended  through June 30, 1996.  Registrant  is currently  negotiating
with the lender to further extend the Cedarbrook loan.

                  The lender of the Cane Creek note agreed to extend the loan to
December 1, 2001, pending completion of final paperwork.

                  Foothills  facility.  The mortgage  loan on  Foothills  was in
default from April 1992 onward. During December 1994, the Registrant was ordered
to turn over management of the Foothills facility to a court appointed receiver.
On July 19,  1995,  the  Registrant  transferred  the  property  to the  lender,
pursuant  to a deed in lieu of  foreclosure.  The  documents  for this  transfer
include a release of all potential liability to the Registrant.

                  Countryside  facility.  The mortgage loan on  Countryside  was
also in default  from April 1992  onward.  On May 1, 1996,  Registrant  sold the
Countryside  facility  to a third  party  buyer  for  $2,200,000.  With the sale
proceeds,  Registrant  paid off the lender on Countryside an amount agreed to by
the lender in full  settlement  of all  obligations  to the  lender.  Registrant
netted $26,000 as a result of this agreed upon sale.  Registrant also obtained a
full release of all potential liability from the lender.

                  Diablo/Tamarack   facility.   The   mortgage   loan   on   the
Diablo/Tamarack facility was also in default from April 1992 onward. In November
1994, the lender  attempted to appoint a receiver.  The Registrant  successfully
opposed the Motion and  negotiated  for a transition of this property which will
not involve ongoing liability to the Registrant.  On July 31, 1995, the facility
was deeded to the lender in lieu of  foreclosure  and a release of all potential
liability to Registrant was obtained.

                  Cambridge  facility  The  lessee  of the  Cambridge  facility,
Nursing Centers of America-Cambridge  ("NCAC"), filed a voluntary petition under
Chapter  11 of the  Federal  Bankruptcy  Code in  February  of 1992.  Registrant
commenced  litigation  against NCAC seeking full payment of future rentals under
the lease or the  removal  of NCAC from the  direct  operational  control of the
facility.

                                       9
<PAGE>

                  Based on certain  interpretations  of state  regulations,  the
Registrant could have become liable for  approximately  $1,400,000 in connection
with the recovery of prior Medicaid overpayments.  Additionally,  property taxes
were owed to the City of  Cambridge.  On May 24,  1993,  Registrant  reached  an
agreement with the bankrupt operator of the Cambridge facility to repossess that
facility pending emergence from Bankruptcy Court. It will be the  responsibility
of  Registrant  to  file a  bankruptcy  plan to take  this  property  out of the
jurisdiction  of the bankruptcy  Court. In December 1995,  Registrant  reached a
settlement with the State of Massachusetts and the City of Cambridge with regard
to the  outstanding  issues facing the Cambridge  facility.  This settlement was
approved by the United States  Bankruptcy Court in Florida in the fourth quarter
of 1995. At this time,  the Registrant is preparing  documentation  to bring the
facility out of bankruptcy.

     Heritage Manor  facility.  The Heritage Manor facility was sold in May 1995
for $3,075,000 and the Partnership  netted  $1,458,287 after payment of fees and
mortgage balance.

                  Trinity  Hills,   McCurdy.  and  Hearthstone   facilities  The
Registrant's  other facility lessees are all current in their lease  obligations
to the Registrant.  In addition,  the Registrant  believes it likely that two of
these lessees will pay additional rental amounts to the Registrant during future
years based upon increased revenues at those facilities.  However,  there can be
no assurance of such increased  revenue.  Two of these  facilities  appear to be
generating  cash flow  sufficient to fund their lease  obligations,  but Trinity
Hills is, at this time,  not generating  sufficient  cash flow to fund its lease
obligations from property operations.
However, the lessee continues to fund the deficit lease cash flow.


                           PART II. OTHER INFORMATION

Item 1.   Legal Proceedings

          Registrant is engaged in  litigation in an attempt to recover  damages
from  defaulting  lessees and their  guarantors.  Such  actions  involve  claims
against  prior  operators  of the  Diablo/Tamarack  facility.  In certain  cases
counterclaims   against   Registrant  have  been  either  threatened  or  filed.
Registrant  does not believe any  materially  adverse  judgments are likely from
these counter claims.

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

          None.

                                       10
<PAGE>



                                   SIGNATURES

          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned duly authorized.



HEALTHCARE PROPERTIES, L.P.

By:       CAPITAL REALTY GROUP SENIOR HOUSING, INC.
          General Partner



By:       ______________________
          Keith Johannessen
          President

Date: August            , 1996


                                       11
<PAGE>





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