<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
--------------------------------------
For Quarter Ended September 30, 1998
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Commission file number 0-14633
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DAMSON/BIRTCHER REALTY INCOME FUND-II, LIMITED PARTNERSHIP
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3294820
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27611 La Paz Road, P.O. Box 30009, Laguna Niguel, California 92607-0009
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(949) 643-7700
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
N/A
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 12(g), 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding twelve months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
<PAGE> 2
DAMSON/BIRTCHER REALTY INCOME FUND-II, LIMITED PARTNERSHIP
QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998
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INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Net Assets in Liquidation - September 30, 1998
(Unaudited) and December 31, 1997 (Audited)........................................... 3
Statements of Changes of Net Assets in Liquidation -
Three Months Ended September 30, 1998 and 1997 and Nine
Months Ended September 30, 1998(Unaudited)............................................ 4
Statement of Operations (Unaudited) -
Three Months Ended March 31, 1997..................................................... 5
Statement of Cash Flows (Unaudited) -
Three Months Ended March 31, 1997..................................................... 6
Notes to Financial Statements (Unaudited)............................................. 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations......................................... 13
PART II. OTHER INFORMATION..................................................................... 17
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
-----------------------------
ITEM 1. FINANCIAL STATEMENTS
DAMSON/BIRTCHER REALTY INCOME FUND-II
STATEMENTS OF NET ASSETS IN LIQUIDATION
---------------------------------------
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
------------- ------------
ASSETS (Liquidation Basis): (unaudited)
<S> <C> <C>
Properties $23,283,000 $23,102,000
Investment in Cooper Village Partners 3,677,000 3,640,000
Cash and cash equivalents 1,634,000 1,455,000
Accounts receivable, net 93,000 121,000
Other assets 31,000 25,000
----------- -----------
Total Assets 28,718,000 28,343,000
----------- -----------
LIABILITIES (Liquidation Basis):
Accounts payable and accrued liabilities 847,000 667,000
Accrued expenses for liquidation 281,000 282,000
----------- -----------
Total Liabilities 1,128,000 949,000
----------- -----------
Net Assets in Liquidation $27,590,000 $27,394,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
DAMSON/BIRTCHER REALTY INCOME FUND-II, LIMITED PARTNERSHIP
STATEMENTS OF CHANGES OF NET ASSETS IN LIQUIDATION
(UNAUDITED)
----------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended
September 30, Nine Months Ended
-------------------------------- September 30,
1998 1997 1998
------------ ------------ ------------
<S> <C> <C> <C>
Net assets in liquidation at beginning
of period $ 27,494,000 $ 27,188,000 $ 27,394,000
Increase (decrease) during period:
Operating activities:
Property operating income, net 849,000 774,000 2,563,000
Equity in earnings of Cooper
Village Partners 70,000 48,000 252,000
Interest income 18,000 18,000 58,000
Leasing commissions (12,000) (11,000) (45,000)
General and administrative expenses (170,000) (194,000) (540,000)
------------ ------------ ------------
755,000 635,000 2,288,000
------------ ------------ ------------
Liquidating activities-distributions
to partners (659,000) (562,000) (2,092,000)
------------ ------------ ------------
Net increase in assets
in liquidation 96,000 73,000 196,000
------------ ------------ ------------
Net assets in liquidation at end
of period $ 27,590,000 $ 27,261,000 $ 27,590,000
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
DAMSON/BIRTCHER REALTY INCOME FUND-II, LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS
(UNAUDITED)
----------------------------------------------------------
<TABLE>
<CAPTION>
For the
Three Months
Ended
March 31, 1997
--------------
<S> <C>
REVENUES
- --------
Rental income $1,157,000
Interest income 20,000
---------
Total revenues 1,177,000
---------
EXPENSES
- --------
Operating expenses 255,000
Real estate taxes 187,000
Amortization 17,000
General and administrative 244,000
---------
Total expenses 703,000
---------
Income before equity
in earnings of Cooper Village Partners 474,000
Equity in earnings of Cooper
Village Partners 91,000
---------
NET INCOME $ 565,000
=========
NET INCOME ALLOCABLE TO:
General Partner $ 6,000
=========
Limited Partners $ 559,000
=========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
DAMSON/BIRTCHER REALTY INCOME FUND-II, LIMITED PARTNERSHIP
STATEMENT OF CASH FLOWS
(UNAUDITED)
----------------------------------------------------------
<TABLE>
<CAPTION>
For the
Three Months
Ended
March 31, 1997
--------------
<S> <C>
Cash flows from operating activities:
Net income $ 565,000
Adjustments to reconcile net income
to net cash provided by operating activities:
Amortization 17,000
Equity in earnings of Cooper Village Partners (91,000)
Changes in:
Accounts receivable (14,000)
Accrued rent receivable 42,000
Prepaid expenses and other assets (26,000)
Accounts payable and accrued liabilities 68,000
-----------
Net cash provided by operating activities 561,000
Cash flows from investing activities:
Investments in real estate (61,000)
Distributions received from Cooper Village Partners 70,000
-----------
Net cash provided by investing activities 9,000
Cash flows from financing activities-distributions (605,000)
-----------
Net decrease in cash and cash equivalents (35,000)
Cash and cash equivalents, beginning of period 1,639,000
-----------
Cash and cash equivalents, end of period $ 1,604,000
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 7
DAMSON/BIRTCHER REALTY INCOME FUND-II, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS - UNAUDITED
- -----------------------------------------
(1) Accounting Policies
The financial statements of Damson/Birtcher Realty Income Fund-II,
Limited Partnership (the "Partnership") included herein have been
prepared by the General Partner, without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. These
financial statements include all adjustments which are of a normal
recurring nature and, in the opinion of the General Partner, are
necessary for a fair presentation. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted, pursuant to the rules and regulations of the
Securities and Exchange Commission. These financial statements should be
read in conjunction with the financial statements and notes thereto
included in the Partnership's annual report on Form 10-K for the year
ended December 31, 1997.
Liquidation Basis of Accounting
On February 18, 1997, the Partnership mailed a Consent Solicitation to
the Limited Partners which sought their consent to dissolve the
Partnership and sell and liquidate all of its remaining properties as
soon as practicable, consistent with selling the Partnership's
properties to the best advantage under the circumstances. A majority in
interest of the Limited Partners consented by March 13, 1997. As a
result, the Partnership adopted the liquidation basis of accounting as
of March 31, 1997. The liquidation basis of accounting is appropriate
when liquidation appears imminent, the Partnership can no longer be
classified as a going concern and the net realizable values of the
Partnership's assets are reasonably determinable. The difference between
the adoption of the liquidation basis of accounting as of March 13, 1997
and March 31, 1997 was not material.
Under the liquidation basis of accounting, assets are stated at their
estimated net realizable values and liabilities are stated at their
anticipated settlement amounts. The valuation of assets and liabilities
necessarily requires many estimates and assumptions, and there are
substantial uncertainties in carrying out the dissolution of the
Partnership. The actual values upon dissolution and costs associated
therewith could be higher or lower than the amounts recorded.
The Partnership adopted the liquidation basis of accounting on March 31,
1997. Comparison of results to prior years through March 31, 1997,
therefore, is not practical. The Statements of Net Assets in Liquidation
and Statements of Changes of Net Assets in Liquidation reflect the
Partnership in the process of liquidation. Prior financial statements
reflect the Partnership as a going concern.
Sale of the Properties
On April 30, 1998, the General Partner accepted an offer to purchase all
of the Partnership's properties for $33,680,000, subject to customary
contingencies, including due diligence review by the purchaser and
negotiation of a definitive Purchase and Sale Agreement (the "Purchase
Offer"). At that time, the buyer, Abbey Investments, Inc., ("Abbey"),
anticipated closing the transaction in approximately 60-90 days.
7
<PAGE> 8
DAMSON/BIRTCHER REALTY INCOME FUND-II, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS - UNAUDITED (Cont'd.)
- -----------------------------------------
(1) Accounting Policies (Cont'd.)
Sale of the Properties (Cont'd.)
Since that time, the General Partner and the buyer have been working to
finalize a definitive Purchase and Sale Agreement, and that negotiation
culminated in an executed agreement dated as of November 9, 1998.
As previously reported, several of the Partnership's properties have not
performed to expectations. For instance, Delta Dental, which is a major
tenant at Creekridge, has told the General Partner that it is building
its own building and will not renew its lease when it expires in
February 1999. The buyer reduced its offer based upon lower than
expected revenue and the anticipated cost to reconfigure, build out and
lease this space. As a result, the parties have agreed to a final
purchase price range between $32,250,000 and $33,000,000, depending upon
final occupancy rates at the time of closing, as described below. Based
upon an aggregate price of $32,250,000 (including the Partnership's
interest in Cooper Village Partners), the purchase price would be
allocated as follows:
<TABLE>
<CAPTION>
PROPERTIES PURCHASE PRICE DISPOSITION FEES
EARNED
------------------------------------------------------------ -------------------
<S> <C> <C>
Creekridge Center $ 8,300,000 $207,500
Iomega 8,600,000 -0-
Kennedy Corporate Center 2,800,000 -0-
Ladera-II Shopping Center 2,300,000 -0-
Lakeland Industrial Park 6,550,000 $163,750
Cooper Village Shopping Center (58%) 3,700,000 -0-
----------- --------
Total $32,250,000 $371,250
=========== ========
</TABLE>
Deposit. Abbey will deposit into an interest-bearing escrow an initial
deposit of $203,200 (including Cooper Village). This deposit plus all
interest earned is refundable to Abbey (less one-half of any escrow
charges) until the Partnership has satisfied all of its presale
obligations or those obligations are waived by Abbey, or until January
23, 1999. Thereafter, the deposit is nonrefundable and it and all
interest earned shall be applied to the payment of the purchase price.
Conditions. The close of the sale is subject to, among other things,
Abbey's approval of title conditions, review of operating documents and
reports, physical inspection of the properties, and receipt of tenant
estoppel certificates. Escrow fees and costs will be shared equally; in
general, other costs will be borne in accordance with how those cost are
shared in each county in which the real property is located.
Default. If the Partnership defaults in its obligations under the
Purchase and Sale Agreements, Abbey may either (i) terminate the
agreements, take back its deposit plus any interest earned, and receive
from the Partnership Abbey's actual out-of-pocket expenses, including
reasonable attorneys fees and costs or (ii) seek specific performance of
the agreements. If Abbey defaults after the contingency period, the
Partnership is entitled to keep the deposit plus any interest earned.
Abbey and the Partnership have also agreed to refer any disputes to a
retired judge or other private arbitrator
8
<PAGE> 9
DAMSON/BIRTCHER REALTY INCOME FUND-II, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS - UNAUDITED (Cont'd.)
- -----------------------------------------
(1) Accounting Policies (Cont'd.)
Sale of the Properties (Cont'd.)
should a dispute arise.
Price adjustments; vacant space; earnout. The purchase price will be
between $32,250,000 and $33,000,000, depending upon whether or not
certain space in the Partnership's properties that is currently vacant
or soon-to-be-vacant is leased before closing. The General Partner and
Abbey have agreed on a formula that, in general, credits the Partnership
for new leases on certain vacant space, or expanding certain current
leases, prior to closing. According to this formula, the purchase price
will never drop below $32,250,000 nor rise above $33,000,000. A sale in
this price range will provide Limited Partners with a final distribution
of approximately $606 to $620 per $1,000 original investment.
Disposition fees. Pursuant to the Partnership Agreement, the General
Partner will earn a Disposition Fee of 2.5% of the sale price of certain
properties, as set forth in the table above. The amount of the fee will
vary depending upon the final sale price of each property. The General
Partner will not receive any other fees or distribution of proceeds from
the sale of the properties to Abbey.
Management agreement. At closing, Abbey will enter into a property
management agreement with Birtcher Property Services ("BPS") to manage
all of the Partnership's properties, plus the properties currently owned
by Damson/Birtcher Realty Income Fund-I and Real Estate Income Partners
III. BPS is an affiliate of Birtcher Investors. BPS has no relationship
or affiliation with Liquidity Fund or any of its affiliates.
The property management agreement has a three year term, during which
time BPS will be Abbey's exclusive agent to lease, operate and maintain
the properties. For these services, Abbey will pay BPS an annual asset
management fee based on performance of the properties measured by the
net operating income they generate. The asset management fee will never
be greater than an amount equal to 1% of the final sales price of each
property as set forth in the Purchase and Sale Agreements. In addition,
Abbey will pay BPS a property management fee equal to 3% of gross rents
collected, and leasing fees of 6.5% of total lease consideration (less
third-party brokerage commissions, which are expected to be 5-6%) for
new leases and 2% (0% if third-party brokers are involved) for renewals.
BPS will be responsible for all of its costs and expenses associated
with performing pursuant to the management agreement. The agreement
(covering all of the Partnership's properties plus those of
Damson/Birtcher Realty Income Fund-II and Real Estate Income Partners
III) may be terminated without cause by Abbey at any time six months
after closing. Termination requires 60 days notice and payment of a
termination fee that approximates a 1% asset management fee, plus a 3%
property management fee, for the remainder of the term that is equal to
$2.7 million, less $100,000 for each month of the contract term that has
expired.
9
<PAGE> 10
DAMSON/BIRTCHER REALTY INCOME FUND-II, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS - UNAUDITED (Cont'd.)
- -----------------------------------------
(1) Accounting Policies (Cont'd.)
Earnings Per Unit
The Partnership Agreement does not designate investment interests in
units. All investment interests are calculated on a "percent of
Partnership" basis, in part to accommodate reduced rates on sales
commissions for subscriptions in excess of certain specified amounts.
A Limited Partner who was charged a reduced sales commission or no sales
commission was credited with proportionately larger Invested Capital and
therefore had a disproportionately greater interest in the capital and
revenues of the Partnership than a Limited Partner who paid commissions
at a higher rate. As a result, the Partnership has no set unit value as
all accounting, investor reporting and tax information is based upon
each investor's relative percentage of Invested Capital. Accordingly,
earnings or loss per unit is not presented in the accompanying financial
statements.
(2) Transactions with Affiliates
The Partnership has no employees and, accordingly, the General Partner
and its affiliates perform services on behalf of the Partnership in
connection with administering the affairs of the Partnership. The
General Partner and affiliates are reimbursed for their general and
administrative costs actually incurred and associated with services
performed on behalf of the Partnership. For the three months ended
September 30, 1998 and 1997 the Partnership incurred approximately
$21,000 and $31,000, respectively, of such expenses. For the nine months
there ended, these expenses amounted to $89,000 and $88,000,
respectively.
An affiliate of the General Partner provides property management
services with respect to the Partnership's properties and receives a fee
for such services not to exceed 6% of the gross receipts from the
properties under management provided that leasing services are
performed, otherwise not to exceed 3%. Such fees amounted to
approximately $47,000 and $41,000, respectively, for the three months
ended September 30, 1998 and 1997 and $136,000 and $118,000 for the nine
months there ended. In addition, an affiliate of the General Partner
received $26,000 and $27,000 for the three months ended September 30,
1998 and 1997, respectively, as reimbursement of costs of on-site
property management personnel and other reimbursable expenses. These
reimbursements amounted to $84,000 and $82,000 for the nine months there
ended.
Leasing fees for the three months ended September 30, 1998 and 1997,
included charges of $4,000 and $3,000, respectively, from the General
Partner and its affiliates for leasing services rendered in connection
with leasing space in a Partnership property after expiration or
termination of leases. For the nine months there ended, such fees were
$31,000 and $20,000, respectively.
As previously reported, on June 24, 1993, the Partnership completed its
solicitation of written consents from its Limited Partners. A majority
in interest of the Partnership's Limited Partners approved each of the
10
<PAGE> 11
DAMSON/BIRTCHER REALTY INCOME FUND-II, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS - UNAUDITED (Cont'd.)
- -----------------------------------------
(2) Transactions with Affiliates (Cont'd.)
proposals contained in the Information Statement dated May 5, 1993.
Those proposals were implemented by the Partnership as contemplated by
the Information Statement as amendments to the Partnership Agreement,
and are reflected in these financial statements as such.
The amended Partnership Agreement provides for the Partnership's payment
to the General Partner of an annual asset management fee equal to .55%
for 1998 and .65% for 1997 of the aggregate appraised value of the
Partnership's properties as determined by independent appraisal
undertaken in January of each year. Such fees for the three months ended
September 30, 1998 and 1997, amounted to $40,000 and $43,000,
respectively and for the nine months there ended they amounted to
$120,000 and $127,000, respectively.
In addition to the aforementioned, the General Partner was also paid
$17,000 and $20,000, related to the Partnership's portion (58%) of asset
management fees, property management fees, leasing fees, reimbursement
of on-site property management personnel and other reimbursable expenses
for Cooper Village Partners for the three months ended September 30,
1998 and 1997, respectively. For the nine months there ended, these
payments amounted to $57,000 and $57,000, respectively.
(3) Commitments and Contingencies
Litigation
On March 25, 1997, a limited partner named Bigelow/Diversified Secondary
Partnership Fund 1990 filed a purported class action lawsuit in the
Court of Common Pleas of Philadelphia County against Damson/Birtcher
Partners, Birtcher Investors, Birtcher/Liquidity Properties, Birtcher
Investments, L.F. Special Fund II, L.P., L.F. Special Fund I, L.P.,
Arthur Birtcher, Ronald Birtcher, Robert Anderson, Richard G. Wollack
and Brent R. Donaldson alleging breach of fiduciary duty and breach of
contract and seeking to enjoin the Consent Solicitation dated February
18, 1997. On April 18, 1997, the court denied the plaintiff's motion for
a preliminary injunction. On June 10, 1997, the court dismissed the
plaintiff's complaint on the basis of lack of personal jurisdiction and
forum non conveniens.
On June 13, 1997, the Partnership, its affiliated partnership, Real
Estate Income Partners III, and their general partner,
Birtcher/Liquidity Properties, filed a complaint for declaratory relief
in the Court of Chancery in Delaware against Bigelow/Diversified
Secondary Partnership Fund 1990 L.P. The complaint seeks a declaration
that the vote that the limited partners of the Partnership and Real
Estate Income Partners III took pursuant to the respective consent
solicitations dated February 18, 1997 were effective to dissolve the
respective partnerships and complied with applicable law, that the
actions of the General Partner in utilizing the consent solicitations to
solicit the vote of the limited partners did not breach any fiduciary or
contractual duty to such limited partners, and an award of costs and
fees to the plaintiffs. The defendant has answered the complaint. The
parties have initiated discovery. No motions are pending at this time.
11
<PAGE> 12
DAMSON/BIRTCHER REALTY INCOME FUND-II, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS - UNAUDITED (Cont'd.)
- -----------------------------------------
3) Commitments and Contingencies (Cont'd.)
Litigation (Cont'd.)
In September 1998, Bigelow/Diversified Secondary Partnership 1990
informed the Partnership that it was filing suit in the Delaware
Chancery Court against Damson/Birtcher Partners, Birtcher Investors,
Birtcher Liquidity Properties, Birtcher Investments, BREICORP, LF
Special Fund I, LP, LF Special Fund II. LP, Arthur Birtcher, Ronald
Birtcher, Robert Anderson, Richard G. Wollack and Brent R. Donaldson
alleging a purported class action on behalf of the limited partners of
Damson/Birtcher Realty Income Fund-I, Damson/Birtcher Realty Income
Fund-II and Real Estate Income Partners III alleging breach of fiduciary
duty and incorporating the allegations set forth in the previously
dismissed March 25, 1998 complaint filed in the Court of Chancery of
Philadelphia County. One of the stated purposes of the Delaware
complaint is to enjoin the pending transaction with Abbey. Plaintiff has
engaged in preliminary discovery and the parties have held settlement
discussions. No motions are pending at this time.
(4) Accrued Expenses for Liquidation
Accrued expenses for liquidation as of September 30, 1998, includes
estimates of costs to be incurred in carrying out the dissolution and
liquidation of the Partnership. These costs include estimates of legal
fees, accounting fees, tax preparation and filing fees, other
professional services and the general partner's liability insurance. The
actual costs could vary significantly from the related provisions due to
the uncertainty related to the length of time required to complete the
liquidation and dissolution and the complexities which may arise in
disposing of the Partnership's remaining assets.
12
<PAGE> 13
DAMSON/BIRTCHER REALTY INCOME FUND-II, LIMITED PARTNERSHIP
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources
-------------------------------
The Partnership completed its acquisition program in December 1988 and
is principally engaged in the operation of its properties. The
Partnership's original objective had been to hold its properties as
long-term investments. However, an Information Statement, dated May 5,
1993, mandated that the General Partner seek a vote of the Limited
Partners no later than December 31, 1996, regarding prompt liquidation
of the Partnership in the event that properties with appraised values as
of January 1993, which constituted at least one-half of the aggregate
appraised values of all Partnership properties as of that date, were not
sold or under contract for sale by the end of 1996. Given the mandate of
the May 5, 1993 Information Statement, at December 31, 1995, the General
Partner decided to account for the Partnership's properties as assets
held for sale instead of for investment. In a Consent Solicitation dated
February 18, 1997, the Partnership solicited and received the consent of
the Limited Partners as of March 13, 1997, to dissolve the Partnership
and gradually settle and close the Partnership's business and dispose of
and convey the Partnership's property as soon as practicable, consistent
with obtaining reasonable value for the properties. The Partnership's
properties were held for sale throughout 1997 and continue to be held
for sale.
On April 30, 1998, the General Partner accepted an offer to purchase all
of the Partnership's properties for $33,680,000, subject to customary
contingencies, including due diligence review by the purchaser and
negotiation of a definitive Purchase and Sale Agreement (the "Purchase
Offer").
Since that time, the General Partner and the buyer have been working to
finalize a definitive Purchase and Sale Agreement, and that negotiation
culminated in executed agreement dated as of November 9, 1998.
The prospective buyer (the "Purchaser") is Abbey Investments, Inc., an
affiliate of The Abbey Company. The Abbey Company is a Southern
California-based real estate operating company founded in 1990. The
Purchaser is not affiliated in any way with the Partnership or the
General Partner, or any of the General Partner's principals or
affiliates.
As previously reported, several of the Partnership's properties have not
performed to expectations. For instance, Delta Dental, which is a major
tenant at Creekridge, has told the General Partner that it is building
its own building and will not renew its lease when it expires in
February 1999. The buyer reduced its offer based upon lower than
expected revenue and the anticipated cost to reconfigure, build out and
lease this space. As a result, the parties have agreed to a final
purchase price range between $32,250,000 and $33,000,000, depending upon
final occupancy rates at the time of closing, as described below. Based
upon an aggregate price of $32,250,000 (including the Partnership's
interest in Cooper Village Partners), the purchase price would be
allocated as follows:
<TABLE>
<CAPTION>
PROPERTIES PURCHASE PRICE DISPOSITION FEES
EARNED
--------------------------------------------------------------- --------------------
<S> <C> <C>
Creekridge Center $ 8,300,000 $207,500
Iomega 8,600,000 -0-
Kennedy Corporate Center 2,800,000 -0-
Ladera-II Shopping Center 2,300,000 -0-
Lakeland Industrial Park 6,550,000 $163,750
Cooper Village Shopping Center (58%) 3,700,000 -0-
----------- --------
Total $32,250,000 $371,250
=========== ========
</TABLE>
13
<PAGE> 14
DAMSON/BIRTCHER REALTY INCOME FUND-II, LIMITED PARTNERSHIP
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (Cont'd.)
Liquidity and Capital Resources (Cont'd.)
-------------------------------
Deposit. Abbey will deposit into an interest-bearing escrow an initial
deposit of $203,200. This deposit plus all interest earned is refundable
to Abbey (less one-half of any escrow charges) until the Partnership has
satisfied all of its presale obligations or those obligations are waived
by Abbey, or until January 23, 1999. Thereafter, the deposit is
nonrefundable and it and all interest earned shall be applied to the
payment of the purchase price.
Conditions. The close of the sale is subject to, among other things,
Abbey's approval of title conditions, review of operating documents and
reports, physical inspection of the properties, and receipt of tenant
estoppel certificates. Escrow fees and costs will be shared equally; in
general, other costs will be borne in accordance with how those cost are
shared in each county in which the real property is located.
Default. If the Partnership defaults in its obligations under the
Purchase and Sale Agreements, Abbey may either (i) terminate the
agreements, take back its deposit plus any interest earned, and receive
from the Partnership Abbey's actual out-of-pocket expenses, including
reasonable attorneys fees and costs or (ii) seek specific performance of
the agreements. If Abbey defaults after the contingency period, the
Partnership is entitled to keep the deposit plus any interest earned.
Abbey and the Partnership have also agreed to refer any disputes to a
retired judge or other private arbitrator should a dispute arise.
Price adjustments; vacant space; earnout. The purchase price will be
between $32,250,000 and $33,000,000, depending upon whether or not
certain space in the Partnership's properties that is currently vacant
or soon-to-be-vacant is leased before closing. The General Partner and
Abbey have agreed on a formula that, in general, credits the Partnership
for new leases on certain vacant space, or expanding certain current
leases, prior to closing. According to this formula, the purchase price
will never drop below $32,250,000 nor rise above $33,000,000. A sale in
this price range will provide Limited Partners with a final distribution
of approximately $606 to $620 per $1,000 original investment.
Disposition fees. Pursuant to the Partnership Agreement, the General
Partner will earn a Disposition Fee of 2.5% of the sale price of certain
properties, as set forth in the table above. The amount of the fee will
vary depending upon the final sale price of each property. The General
Partner will not receive any other fees or distribution of proceeds from
the sale of the properties to Abbey.
Management agreement. At closing, Abbey will enter into a property
management agreement with Birtcher Property Services ("BPS") to manage
all of the Partnership's properties, plus the properties currently owned
by Damson/Birtcher Realty Income Fund-I and Real Estate Income Partners
III. BPS is an affiliate of Birtcher Investors. BPS has no relationship
or affiliation with Liquidity Fund or any of its affiliates.
14
<PAGE> 15
DAMSON/BIRTCHER REALTY INCOME FUND-II, LIMITED PARTNERSHIP
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (Cont'd.)
Liquidity and Capital Resources (Cont'd.)
-------------------------------
The property management agreement has a three year term, during which
time BPS will be Abbey's exclusive agent to lease, operate and maintain
the properties. For these services, Abbey will pay BPS an annual asset
management fee based on performance of the properties measured by the
net operating income they generate. The asset management fee will never
be greater than an amount equal to 1% of the final sales price of each
property as set forth in the Purchase and Sale Agreements. In addition,
Abbey will pay BPS a property management fee equal to 3% of gross rents
collected, and leasing fees of 6.5% of total lease consideration (less
third-party brokerage commissions, which are expected to be 5-6%) for
new leases and 2% (0% if third-party brokers are involved) for renewals.
BPS will be responsible for all of its costs and expenses associated
with performing pursuant to the management agreement. The agreement
(covering all of the Partnership's properties plus those of
Damson/Birtcher Realty Income Fund-II and Real Estate Income Partners
III) may be terminated without cause by Abbey at any time six months
after closing. Termination requires 60 days notice and payment of a
termination fee that approximates a 1% asset management fee, plus a 3%
property management fee, for the remainder of the term that is equal to
$2.7 million, less $100,000 for each month of the contract term that has
expired.
There can be no assurance that the proposed sale of the properties will
be completed.
Regular distributions through September 30, 1998 represent cash flow
generated from operations of the Partnership's properties and interest
earned on the temporary investment of working capital net of capital
improvement reserve requirements. In December 1996, the Partnership made
a special distribution of $720,000 representing 100% of the net proceeds
from the sale of Atrium Place. Future cash distributions will be made
principally to the extent of cash flow attributable to operations and
sales of the Partnership's properties and interest earned on the
investment of capital reserve, after providing for capital reserve and
payment for capital improvements to the Partnership's properties.
Results of Operations for the Three Months Ended September 30, 1998
-------------------------------------------------------------------
Because the Partnership adopted the liquidation basis of accounting on
March 31, 1997, a comparison of the results of operations is not
practical. As the Partnership's assets (properties) are sold, the
results of operations will be generated from a smaller asset base, and
are therefore not comparable. The Partnership's operating results have
been reflected on the Statements of Changes of Net Assets in Liquidation
since March 31, 1997 (the date of adoption of the liquidation basis of
accounting).
For the three months ended September 30, 1998, the Partnership generated
15
<PAGE> 16
DAMSON/BIRTCHER REALTY INCOME FUND-II, LIMITED PARTNERSHIP
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (Cont'd.)
Results of Operations for the Three Months Ended September 30, 1998
-------------------------------------------------------------------
(Cont'd.)
$849,000 of net operating income from operation of its properties
(exclusive of Cooper Village Partners). The increase in net operating
income for the three months ended September 30, 1998, as compared to the
same period in 1997, was due to several factors. At Creekridge, rental
revenue increased by $32,000, due to a higher overall occupancy in 1998,
and other operating expenses decreased by $18,000. In addition,
operating expense recoveries were higher at Kennedy ($8,000) and at
Iomega, rental income increased ($11,000) as compared to 1997. Legal and
professional fees were also lower at Ladera-II and Kennedy ($6,000).
Interest income resulted from the temporary investment of Partnership
working capital. For the three months ended September 30, 1998, interest
income was approximately $18,000.
General and administrative expenses for the three months ended September
30, 1998 include charges of $65,000 from the General Partner and its
affiliates for services rendered in connection with administering the
affairs of the Partnership and operating the Partnership's properties.
Also included in general and administrative expenses for the three
months ended September 30, 1998 are direct charges of $105,000 relating
to audit fees, tax preparation fees, legal and professional fees,
insurance expenses, costs incurred in providing information to the
Limited Partners and other miscellaneous costs.
The decrease in general and administrative expenses for the three months
ended September 30, 1998, as compared to the corresponding period in
1997, was primarily attributable to the decrease in legal, professional
services, asset management fees and administrative costs.
Accrued expenses for liquidation, as reflected in the Statements of Net
Assets in Liquidation since March 31, 1997, are not included in results
of operations for the three month period ended March 31, 1997. The
liquidation basis of accounting was adopted on March 31, 1997 therefore,
it was not appropriate to include such adjustments in the results of
operations for prior periods. Accrued expenses for liquidation as of
September 30, 1998, includes estimates of costs to be incurred in
carrying out the dissolution and liquidation of the Partnership. These
costs include estimates of legal fees, accounting fees, tax preparation
and filing fees, professional services and the general partner's
liability insurance. The actual costs could vary significantly from the
related provisions due to the uncertainty related to the length of time
required to complete the liquidation and dissolution and the
complexities which may arise in disposing of the Partnership's remaining
assets.
16
<PAGE> 17
DAMSON/BIRTCHER REALTY INCOME FUND-II, LIMITED PARTNERSHIP
PART II. OTHER INFORMATION
--------------------------
ITEM 1. LEGAL PROCEEDINGS
On March 25, 1997, a limited partner named Bigelow/Diversified Secondary
Partnership Fund 1990 filed a purported class action lawsuit in the
Court of Common Pleas of Philadelphia County against Damson/Birtcher
Partners, Birtcher Investors, Birtcher/Liquidity Properties, Birtcher
Investments, L.F. Special Fund II, L.P., L.F. Special Fund I, L.P.,
Arthur Birtcher, Ronald Birtcher, Robert Anderson, Richard G. Wollack
and Brent R. Donaldson alleging breach of fiduciary duty and breach of
contract and seeking to enjoin the Consent Solicitation dated February
18, 1997. On April 18, 1997, the court denied the plaintiff's motion for
a preliminary injunction. On June 10, 1997, the court dismissed the
plaintiff's complaint on the basis of lack of personal jurisdiction and
forum non conveniens.
On June 13, 1997, the Partnership, its affiliated partnership, Real
Estate Income Partners III, and their general partner,
Birtcher/Liquidity Properties, filed a complaint for declaratory relief
in the Court of Chancery in Delaware against Bigelow/Diversified
Secondary Partnership Fund 1990 L.P. The complaint seeks a declaration
that the vote that the limited partners of the Partnership and Real
Estate Income Partners III took pursuant to the respective consent
solicitations dated February 18, 1997 were effective to dissolve the
respective partnerships and complied with applicable law, that the
actions of the General Partner in utilizing the consent solicitations to
solicit the vote of the limited partners did not breach any fiduciary or
contractual duty to such limited partners, and an award of costs and
fees to the plaintiffs. The defendant has answered the complaint. The
parties have initiated discovery. No motions are pending at this time.
In September 1998, Bigelow/Diversified Secondary Partnership 1990
informed the Partnership that it was filing suit in the Delaware
Chancery Court against Damson/Birtcher Partners, Birtcher Investors,
Birtcher Liquidity Properties, Birtcher Investments, BREICORP, LF
Special Fund I, LP, LF Special Fund II. LP, Arthur Birtcher, Ronald
Birtcher, Robert Anderson, Richard G. Wollack and Brent R. Donaldson
alleging a purported class action on behalf of the limited partners of
Damson/Birtcher Realty Income Fund-I, Damson/Birtcher Realty Income
Fund-II and Real Estate Income Partners III alleging breach of fiduciary
duty and incorporating the allegations set forth in the previously
dismissed March 25, 1998 complaint filed in the Court of Chancery of
Philadelphia County. One of the stated purposes of the Delaware
complaint is to enjoin the pending transaction with Abbey. Plaintiff has
engaged in preliminary discovery and the parties have held settlement
discussions. No motions are pending at this time.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
27 - Financial Data Schedule
b) Reports on Form 8-K:
None filed in quarter ended September 30, 1998.
17
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DAMSON/BIRTCHER REALTY INCOME FUND-II
<TABLE>
<S> <C>
By: BIRTCHER/LIQUIDITY By: BIRTCHER INVESTORS,
PROPERTIES a California limited partnership
(General Partner)
By: BIRTCHER INVESTMENTS,
a California general partnership,
General Partner of Birtcher Investors
By: BIRTCHER LIMITED,
a California limited partnership,
General Partner of Birtcher Investments
By: BREICORP,
a California corporation,
formerly known as Birtcher
Real Estate Inc., General
Partner of Birtcher Limited
Date: November 10, 1998 By: /s/Robert M. Anderson
---------------------
Robert M. Anderson
Executive Director
BREICORP
By: LF Special Fund I, L.P.,
a California limited partnership
By: Liquidity Fund Asset Management, Inc.,
a California corporation, General
Partner of LF Special Fund I, L.P.
Date: November 10, 1998 By: /s/ Brent R. Donaldson
----------------------
Brent R. Donaldson
President
Liquidity Fund Asset Management, Inc.
</TABLE>
18
<PAGE> 19
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from statement of
net assets in liquidation of Damson Birtcher Realty Income Fund II and is
qualified in its entirety by reference to such 10-Q.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 1,634,000
<SECURITIES> 0
<RECEIVABLES> 93,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,758,000
<PP&E> 23,283,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 28,718,000
<CURRENT-LIABILITIES> 1,128,000
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 27,590,000
<TOTAL-LIABILITY-AND-EQUITY> 28,718,000
<SALES> 0
<TOTAL-REVENUES> 0<F1>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0<F1>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0<F1>
<INCOME-TAX> 0<F1>
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0<F1>
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>Statement of operations is not presented in liquidation basis of accounting.
</FN>
</TABLE>
