FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
For the quarterly period March 31, 1997
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period.........to.........
Commission file number 33-23463
CLOVER APPRECIATION PROPERTIES I, L.P.
(Exact name of small business issuer as specified in its charter)
Delaware 22-2898428
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4300 Haddonfield Road, Suite 314
Pennsauken, New Jersey 08109
(Address of principal executive offices)
(609) 662-1116
Issuer's phone number
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 .
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) CLOVER APPRECIATION PROPERTIES I, L.P.
BALANCE SHEET
(Unaudited)
March 31, 1997
ASSETS
ASSETS
Cash $ 432,936
Prepaid expenses 8,492
TOTAL ASSETS $ 441,428
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Accrued expenses $ 62,309
Total liabilities 62,309
PARTNERS' CAPITAL
General partner --
Limited partners (3,591 units outstanding) 379,119
Total partners' capital 379,119
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 441,428
The accompanying notes are an integral part of these financial statements
b) CLOVER APPRECIATION PROPERTIES I, L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1997 1996
<S> <C> <C>
REVENUES
Rental income $ 346,610 $ 408,507
Interest income 1,708 --
Total revenues 348,318 408,507
EXPENSES
Professional services 41,273 2,297
Interest 129,837 166,141
Operating expenses 135,024 142,719
Depreciation -- 67,754
Total expenses 306,134 378,911
Income before extraordinary items 42,184 29,596
Extraordinary gain on forgiveness of debt 1,115,795 --
Net income $ 1,157,979 $ 29,596
Net income per limited partnership unit:
Income before extraordinary item $ 11.63 $ 8.24
Extraordinary item 298.52 --
Net income per limited partnership unit $ 310.15 $ 8.24
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
c) CLOVER APPRECIATION PROPERTIES I, L.P.
STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
FOR THE THREE MONTHS ENDED MARCH 31, 1997
(Unaudited)
<TABLE>
<CAPTION>
General Limited
Partner Partners Total
<S> <C> <C> <C>
Balance at January 1, 1997 $ (44,246) $ (734,614) $ (778,860)
Net income for the three months
months ended March 31, 1997 44,246 1,113,733 1,157,979
Balance at March 31, 1997 $ -- $ 379,119 $ 379,119
<FN>
The accompanying notes are an integral part of these financial statements
</TABLE>
d) CLOVER APPRECIATION PROPERTIES I, L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1997 1996
<S> <C> <C>
OPERATING ACTIVITIES
Cash received from rentals $ 333,942 $ 408,086
Cash paid for operating expenses (193,333) (120,114)
Interest received 1,708 --
Interest paid (184,777) (221,606)
Net cash (used in) provided by
operating activities (42,460) 66,366
INVESTING ACTIVITIES
Expenditures for property -- (6,598)
Net proceeds from sale of property 7,370,000 --
Disposition of property
Net cash provided by (used in)
investing activities 7,370,000 (6,598)
FINANCING ACTIVITIES
Payments on mortgage payable (18,476) (22,607)
Repayment of mortgage payable (7,000,000) --
Net cash used in financing activities (7,018,476) (22,607)
Net increase in cash 309,064 37,161
Cash, at beginning of period 123,872 141,781
Cash, at end of period $ 432,936 $ 178,942
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
Net income $ 1,157,979 $ 29,596
Adjustments:
Depreciation -- 67,754
Gain on forgiveness of debt (1,115,795) --
Decrease in accounts receivable 4,662 3,159
Decrease (increase) in real estate tax escrow 29,333 (34,984)
(Increase) decrease in prepaid expenses (4,293) 494
Decrease in utility deposits 770 --
(Decrease) increase in accounts payable (5,471) 25,418
Decrease in accrued interest (54,940) (55,465)
Increase in accrued expenses 7,318 31,903
(Decrease) increase in tenants' security deposits (44,693) 2,071
Decrease in prepaid rents and other liabilities (17,330) (3,580)
Total adjustments (1,200,439) 36,770
Net cash (used in) provided by operating activities $ (42,460) 66,366
<FN>
The accompanying notes are an integral part of these financial statements
</TABLE>
e) CLOVER APPRECIATION PROPERTIES I, L.P.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997
(Unaudited)
Readers of this quarterly report should refer to the audited financial
statements of Clover Appreciation Properties I, L.P. (the "Partnership") as of
December 31, 1996, as certain footnote disclosures which would substantially
duplicate those contained in such audited financial statements have been omitted
from this report.
1. Sale of Investment Property Held for Sale
During the fourth quarter of 1996, Crown Management Corporation (the "General
Partner") distributed a notice of special meeting and proxy statement to the
Limited Partners to obtain their approval of the sale of the Partnership's sole
asset, the Royal Wood Apartments. In November of 1996, the Limited Partners
voted to approve the sale of the property.
On March 12, 1997, the Partnership sold the Royal Wood Apartments (the
"Property") to an unaffiliated purchaser for a gross purchase price of
$7,443,000. The gross proceeds of $7,370,000 (net of costs to sell of $73,000)
approximated the carrying value of the investment property held for sale at the
date of sale.
A substantial portion of the proceeds from the sale of the Property were used to
retire the First Mortgage Loan. The holder of the First Mortgage Loan accepted
$7,000,000 in satisfaction of its liability, which resulted in an extraordinary
gain on extinguishment of debt of $306,899.
Depreciation was historically provided over the estimated useful lives of the
various assets using the straight-line method. The estimated lives ranged from
27 to 40 years for apartment buildings and 7 to 12 years for furniture and
fixtures. Maintenance and repair costs were charged to expense as incurred.
Significant betterments and improvements were capitalized. Effective September
30, 1996, the property was classified as an investment held for sale with no
additional depreciation expense being recorded.
2.Transactions with Affiliates:
Effective February 21, 1995, NPI-CL Management, L.P. ("NPI") which is
unaffiliated with the General Partner, replaced an affiliate of the General
Partner as Property Manager. Until this time, as compensation for property
management services performed by an affiliate of the General Partner with
respect to the Property, the affiliate was entitled to a management fee in an
amount not to exceed 5% of gross revenues.
Per the loan modification agreement, only approved expenses, which are expenses
that relate to the operation, management or ownership of the property, are
permitted to be paid. Approved expenses did not include management fees and
payments to reimburse the General Partner and its affiliates except for health
insurance costs and computer fees.
As of December 31, 1996, the Partnership was indebted to Clover and its
affiliates in the aggregate amount of $808,896, including $385,049 in accrued
property management fees and $423,847 in reimbursable costs and advances made to
or on behalf of the Partnership. The $808,896 was forgiven by the General
Partner and its affiliates upon the sale of the Property which resulted in an
extraordinary gain on extinguishment of debt.
An expense of $35,000, included in professional fees, was charged by the General
Partner for the dissolution of the Partnership for application to contingent
partnership liabilities and for a waiver of the General Partner's
indemnification rights. At March 31, 1997, this amount is included in accrued
expenses.
3.General:
The financial statements reflect all adjustments which are, in the opinion of
the General Partner, necessary for a fair statement of results for the interim
period presented. Such adjustments are of a normal recurring nature.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Financial Condition; Liquidity and Capital Resources
The Partnership owned one residential apartment complex located in DeKalb
County, Georgia. The Partnership acquired the Royal Woods Apartments on January
25, 1989 from an unaffiliated third party. The Partnership derived its revenues
from rental income from this property and was responsible for operating
expenses, administrative expenses, capital improvements and debt service
payments.
On March 12, 1997, the Partnership sold the Royal Wood Apartments to an
unaffiliated purchaser for a gross purchase price of $7,443,000. The gross
proceeds of $7,370,000 (net of costs to sell of $73,000) approximated the
carrying value of the investment property held for sale at the date of sale.
A substantial portion of the proceeds from the sale of the Property were used
to retire the First Mortgage Loan. The holder of the First Mortgage Loan
accepted $7,000,000 in satisfaction of its liability, which resulted in an
extraordinary gain on extinguishment of debt of $306,899.
On March 31, 1997, the Partnership had cash on hand of $432,936. Total cash
on hand on December 31, 1996, of $123,872, included cash reserves of $79,179 and
$44,693 in security deposits. The Partnership's working capital was $379,119 on
March 31, 1997, as compared to working capital of $29,266 on December 31, 1996.
The increase in working capital is attributable to the increase in cash
resulting from the sale of the Royal Wood noted above.
The Partnership's net cash flow used in operations was $42,460 during the
three months ended March 31, 1997, compared to cash provided by operations of
$66,366 for the corresponding period of 1996. The decrease in net cash flow
from operations during the three months ended March 31, 1997, was primarily
attributable to a decrease in cash received from rentals and an increase in cash
paid for operating expenses, partially offset by a decrease in interest paid.
No distributions to partners were made during the three months ended March 31,
1997. As a result of the sale, the General Partner anticipates making a
distribution in the approximate amount of $100 per unit.
As of December 31, 1995, the Partnership was indebted to Clover and its
affiliates in the aggregate amount of $808,896, including $385,049 in accrued
property management fees and $423,847 in reimbursable costs and advances made to
or on behalf of the Partnership. The $808,896 was forgiven by the General
Partner and its affiliates upon the sale of the Property which resulted in an
extraordinary gain on extinguishment of debt.
Effective February 21, 1995, the General Partner and certain of its
affiliates entered into an agreement with NPI-CL Management L.P. ("NPI"), an
entity unaffiliated with the Partnership or its General Partner, pursuant to
which NPI began providing day-to-day asset management services for the
Partnership as well as property management services for the Partnership. NPI is
an affiliate of National Property Investors, Inc. On January 19, 1996, the
stockholders of National Property Investors, Inc. sold all of the issued and
outstanding stock to IFGP Corporation, an affiliate of Insignia Financial Group,
Inc., an entity unaffiliated with the Partnership or its General Partner, who
has provided property management services for the Property through the date the
Property was sold on March 12, 1997 and will continue to provide services until
the Partnership is dissolved.
Results of Operations
Total revenues for the three months ended March 31, 1997, were $348,318
compared to $408,507 for the corresponding period of 1996. The decrease in
total revenues for the three months ended March 31, 1997, is primarily
attributable to the sale of the Partnership's sole property on March 12, 1997,
as discussed above, partially offset by rental rate increases at the
Partnership's investment property.
Professional fees for the three months ended March 31, 1997 and 1996, were
$41,273 and $2,297, respectively. The increase in professional fees was due to
the increased fees associated with the sale and wrap-up of the Partnership in
1997.
Interest expense for the three months ended March 31, 1997 and 1996, was
$129,837 and $166,141, respectively. The decrease in interest expense is due to
the retirement of the mortgage payable on March 12, 1997.
Operating expenses for the three months ended March 31, 1997, were $135,024
compared to $142,719 for the corresponding period of 1996. The decrease in
operating expenses is attributable to the sale of the Partnership's sole
property on March 12, 1997, as discussed above, partially offset by increased
repairs and maintenance expenses required by the sale of the Property.
The Partnership had net income of $1,157,979 during the three months ended
March 31, 1997, compared to net income of $29,596 for the corresponding period
of 1996. The change in net income for the three months ended March 31, 1997, is
primarily attributable to the $1,115,795 gain on forgiveness of debt comprised
of $306,899 related to the portion of the first mortgage loan forgiven and
$808,896 of debt forgiveness related to the indebtedness to Clover and its
affiliates, as discussed above.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
(b) Reports on Form 8-K.
None.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Partnership has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CLOVER APPRECIATION PROPERTIES I, L.P.
By: CROWN MANAGEMENT CORPORATION,
/s/Donald N. Love
Donald N. Love
President
/s/Stanley Borucki
Stanley Borucki
Treasurer
Date: May 15, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Clover
Appreciation Properties I, L.P. 1997 First Quarter 10-QSB and is qualified in
its entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000837103
<NAME> CLOVER APPRECIATION PROPERTIES I, L.P.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 432,936
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 441,428
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 379,119
<TOTAL-LIABILITY-AND-EQUITY> 441,428
<SALES> 0
<TOTAL-REVENUES> 348,318
<CGS> 0
<TOTAL-COSTS> 306,134
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 129,837
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 1,115,795
<CHANGES> 0
<NET-INCOME> 1,157,979
<EPS-PRIMARY> 310.15
<EPS-DILUTED> 0
<FN>
<F1>Partnership has an unclassified balance sheet.
</FN>
</TABLE>
