FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED.....................................JUNE 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM........................TO........................
COMMISSION FILE NUMBER 0-16793
BASS REAL ESTATE FUND II
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(EXACT NAME OF PARTNERSHIP AS SPECIFIED IN ITS CHARTER)
NORTH CAROLINA 56-1490907
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
4000 PARK ROAD CHARLOTTE, NORTH CAROLINA 28209
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
PARTNERSHIP'S TELEPHONE NUMBER, INCLUDING AREA CODE: (704) 523-9407
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INDICATE BY CHECK MARK WHETHER THE PARTNERSHIP (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
PARTNERSHIP WAS REQUIRED TO FILE SUCH REPORTS), AND [2] HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.
YES X NO
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<PAGE>
BASS REAL ESTATE FUND II
INDEX
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PAGE
NUMBER
PART I. FINANCIAL INFORMATION:
ITEM 1. FINANCIAL STATEMENTS
CONDENSED BALANCE SHEET
AS OF JUNE 30, 1997
(UNAUDITED) 3
CONDENSED STATEMENT OF INCOME
THREE MONTHS AND SIX MONTHS ENDED
JUNE 30, 1997 AND 1996
(UNAUDITED) 4
STATEMENT OF PARTNERS' EQUITY 5
(UNAUDITED)
CONDENSED STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(UNAUDITED) 6
NOTES TO CONDENSED FINANCIAL
STATEMENTS (UNAUDITED) 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 9
PART II. OTHER INFORMATION 10
SIGNATURES 12
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<PAGE>
BASS REAL ESTATE FUND II
- ---------------------------------------------------------------
CONDENSED BALANCE SHEET
- ---------------------------------------------------------------
JUNE 30, DECEMBER 31,
1997 1996
------------------- -----------------
ASSETS (UNAUDITED)
-------
RENTAL PROPERTIES, AT COST:
LAND $930,002 $930,002
BUILDINGS 8,404,497 8,393,797
FURNISHINGS AND FIXTURES 611,580 611,580
ACCUMULATED DEPRECIATION (3,034,483) (2,886,799)
------------------- -----------------
6,911,596 7,048,580
CASH AND CASH INVESTMENTS 399,035 384,539
RESTRICTED ESCROW DEPOSITS 23,393 22,152
DEFERRED COSTS AND OTHER ASSETS, NET 92,501 79,831
------------------- -----------------
TOTAL ASSETS $7,426,525 $7,535,102
=================== =================
LIABILITIES AND PARTNERS' EQUITY
-------------------------------------
MORTGAGE LOAN PAYABLE $5,969,837 $5,999,300
SECURITY DEPOSITS 19,055 19,405
ACCRUED LIABILITIES 43,589 17,208
---------------- -----------------
TOTAL LIABILITIES 6,032,481 6,035,913
---------------- -----------------
PARTNERS' EQUITY:
LIMITED PARTNERS' INTEREST 1,379,971 1,484,065
GENERAL PARTNERS' INTEREST 14,073 15,124
---------------- -----------------
TOTAL PARTNERS' EQUITY 1,394,044 1,499,189
---------------- -----------------
TOTAL LIABILITIES AND PARTNERS' EQUITY $7,426,525 $7,535,102
================ =================
THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THE FINANCIAL STATEMENTS.
-3-
<PAGE>
BASS REAL ESTATE FUND II
- -------------------------------------------------------------------------
CONDENSED STATEMENT OF INCOME
- -------------------------------------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
Three months Six months Three months Six months
ended ended ended ended
June 30, June 30, June 30, June 30,
1997 1997 1996 1996
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
REVENUE:
Rental income $354,699 $714,589 $362,261 $721,189
Interest income 4,529 8,980 2,665 4,411
Other operating income 14,709 24,830 15,706 27,278
--------------- --------------- --------------- ---------------
373,937 748,399 380,632 752,878
--------------- --------------- --------------- ---------------
OPERATING EXPENSES:
Fees and expenses to affiliates 44,657 97,487 43,990 87,159
Property taxes and insurance 19,989 39,978 19,731 39,462
Utilities 20,272 41,925 19,441 41,565
Repairs and maintenance 30,750 56,392 33,872 61,983
Advertising 7,447 14,377 5,828 11,173
Depreciation and amortization 127,632 152,424 89,370 180,090
Other 2,820 4,105 3,362 3,449
--------------- --------------- --------------- ---------------
253,567 406,688 215,594 424,881
INTEREST EXPENSE 151,364 303,099 152,795 305,925
OTHER NONOPERATING EXPENSES 26,926 43,757 15,266 30,741
--------------- --------------- --------------- ---------------
Total expenses 431,857 753,544 383,655 761,547
--------------- --------------- --------------- ---------------
NET LOSS ($57,920) ($5,145) ($3,023) ($8,669)
=============== =============== =============== ===============
NET LOSS ALLOCATED TO GENERAL PARTNERS ($579) ($51) ($30) ($87)
=============== =============== =============== ===============
NET LOSS ALLOCATED TO LIMITED PARTNERS ($57,341) ($5,094) ($2,993) ($8,582)
=============== =============== =============== ===============
NET LOSS PER LIMITED PARTNERSHIP UNIT,
based on number of units outstanding (9,938) ($5.77) ($0.51) ($0.30) ($0.86)
=============== =============== =============== ===============
</TABLE>
The accompanying notes are an integral
part of the financial statements.
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<PAGE>
BASS REAL ESTATE FUND II
- ---------------------------------------------------
STATEMENT OF PARTNERS' EQUITY
- ---------------------------------------------------
(UNAUDITED)
LIMITED GENERAL
PARTNERS PARTNERS TOTAL
---------------- ---------------- --------------
BALANCE, JANUARY 1, 1997 $1,484,065 $15,124 $1,499,189
DISTRIBUTION TO PARTNERS (99,000) (1,000) (100,000)
NET LOSS (5,094) (51) (5,145)
---------------- ---------------- --------------
BALANCE, JUNE 30, 1997 $1,379,971 $14,073 $1,394,044
================ ================ ==============
LIMITED GENERAL
PARTNERS PARTNERS TOTAL
---------------- ---------------- --------------
BALANCE, JANUARY 1, 1996 $1,548,420 $15,774 $1,564,194
DISTRIBUTION TO PARTNERS (99,000) (1,000) (100,000)
NET LOSS (8,582) (87) (8,669)
---------------- ---------------- --------------
BALANCE, JUNE 30, 1996 $1,440,838 $14,687 $1,455,525
================ ================ ==============
THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THE FINANCIAL STATEMENTS.
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<PAGE>
BASS REAL ESTATE FUND II
- ---------------------------------------------------------------
CONDENSED STATEMENT OF CASH FLOWS
- ---------------------------------------------------------------
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
1997 1996
------------------ ------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS ($5,145) ($8,669)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES-
DEPRECIATION AND AMORTIZATION 152,424 180,090
CHANGE IN ASSETS AND LIABILITIES:
INCREASE IN ACCRUED AND OTHER LIABILITIES 26,381 29,951
INCREASE IN ESCROWS AND OTHER ASSETS, NET (19,001) (35,004)
------------------ ------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 154,659 166,368
------------------ ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
ADDITIONS TO RENTAL PROPERTIES (10,700) (8,557)
------------------ ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
DISTRIBUTION TO PARTNERS (100,000) (100,000)
PAYMENTS ON MORTGAGE LOAN PAYABLE TO BANK (29,463) (26,637)
------------------ ------------------
NET CASH USED IN FINANCING ACTIVITIES (129,463) (126,637)
------------------ ------------------
NET INCREASE IN CASH AND CASH INVESTMENTS 14,496 31,174
CASH AND CASH INVESTMENTS, BEGINNING OF YEAR 384,539 223,210
------------------ ------------------
CASH AND CASH INVESTMENTS, JUNE 30 $399,035 $254,384
================== ==================
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THE FINANCIAL STATEMENTS.
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<PAGE>
BASS REAL ESTATE FUND II
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. ORGANIZATION
Bass Real Estate Fund II (the Partnership) was organized to engage in the
acquisition, development, operation, holding and disposition of income-producing
residential and commercial properties. Limited partnership interests were sold
at $500 per unit (9,938 units) for a total of $4,969,000.
Under the terms of the partnership agreement, net income (loss) and cash
distributions from operations are to be allocated 99% to the limited partners
and 1% to the general partners. Upon the sale or liquidation of the partnership
property, the partnership agreement specifies certain allocations of net
proceeds and taxable gain or loss from the transaction.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Partnership records are maintained on the accrual basis of accounting
in accordance with generally accepted accounting principles.
In the opinion of management, the accompanying unaudited financial
statements reflect all adjustments (which include only normal recurring
adjustments) necessary to present fairly the Partnership's financial position as
of June 30, 1997, results of operations for the three months and six months
ended June 30, 1997 and 1996, and cash flow for the six months ended June 30,
1997 and 1996.
3. RENTAL PROPERTIES
The rental property consists of a residential apartment complex named
Sabal Point I. The complex, which was constructed by an affiliate of the general
partners, is composed of 202 rental units. The units were available for lease
beginning June 1988. The 23.75 acres of land in Mecklenburg County, North
Carolina, where the apartment complex is located were purchased in December 1986
for $930,002 (including closing costs).
Affiliates of the general partners own two adjacent residential apartment
complexes, Sabal Point II and Sabal Point III. The three complexes merged their
management and leasing operations in 1990 and are sharing expenses related to
grounds, maintenance, leasing, management and other related costs. The managing
general partner believes that the allocation of expenses to each partnership has
been made on a reasonable basis.
The mortgage loan payable is a 10-year note due April 1, 1999, with
principal and interest at 10 1/8% payable monthly based upon a 30-year
amortization period. The Sabal Point I complex is pledged as collateral for this
mortgage.
4. GENERAL PARTNERS AND RELATED PARTY TRANSACTIONS
The general partners are Marion F. Bass (The Individual General Partner)
and Marion Bass Real Estate Group, Inc., (The Managing General Partner). The
rental property is managed by Marion Bass Properties, Inc., which is wholly
owned by Marion F. Bass.
Under the terms of the partnership agreement, the general partners or their
affiliates charged certain fees and expenses during the six-month period ending
June 30, 1997 as follows:
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BASS REAL ESTATE FUND II
Management fee of 5% of gross revenues $36,484
Reimbursed maintenance salaries and benefits 30,170
Reimbursed property manager salaries and benefits 30,833
--------
$97,487
The general partners and certain of their affiliates also perform, without
cost to the Partnership, day-to-day investment, management and administrative
functions of the Partnership.
The general partners are entitled to receive 1% of all items of partnership
income, gain, loss, deduction, credit and net cash flow from operations.
Therefore, during the second quarter of 1997 the General Partners received a
cash distribution of $1,000 that represented excess cash reserves and net cash
flow from operations for the period January 1, 1996 through December 31, 1996.
-8-
<PAGE>
BASS REAL ESTATE FUND II
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1997, partners' equity was $1,394,044 or 18% of total assets
and cash and cash reserves amounted to $399,035. The Partnership had accrued
liabilities of $43,589 that consisted of 1997 property taxes of $33,282,
management fees due to an affiliate of $5,753, trade accounts payable of $4,229
and tenant prepaid rent of $325.
Net cash provided by operating activities totaled $154,659 for the six
months ended June 30, 1997. This is compared to net cash provided by operating
activities of $166,368 for the corresponding period in 1996. The Partnership had
a 10 1/8% mortgage note in the amount of $5,969,837 outstanding at June 30,
1997. Principal payments of $29,463 were made during the six month period ended
June 30, 1997 on the amortizing mortgage note.
The 1997 operating plan and budget projects cash flow from partnership
activities (exclusive of changes in assets and liabilities and distribution to
partners) of $290,000. The budget assumes that the Partnership will achieve
occupancy rates equivalent to 95%. For the six months ended June 30, 1997,
actual average economic occupancy was 92% and actual net cash flow from
partnership activities (exclusive of changes in assets and liabilities and
distribution to partners) was $107,116. Rents have been increased 3% over rates
charged in 1996 to offset any normal increase in operating expense. Capital
expenditures of $49,000 are budgeted and include carpet and vinyl replacements
and various repairs to the exterior buildings. As of June 30, 1997, actual
nonrecurring replacement expenses and additions to rental property totaled
$35,651. On the basis of these estimates and year-to-date results, the
Partnership believes that the cash flow from operations will be sufficient to
meet cash requirements, build cash reserves and provide distributions to
partners. Funds totaling $100,000 provided by cash reserves and 1996 operational
net cash flow were distributed to partners in May 1997. The next available
distribution to partners is scheduled for the first quarter of 1998 and the
amount is dependent upon 1997 operating results.
RESULTS OF OPERATIONS
The following discussion relates to the Partnership's operation of Sabal
Point for the three months and six months ended June 30, 1997 and 1996.
Results of operations for the three months ended June 30, 1997 reflect an
average economic occupancy of 93% compared to 97% for the corresponding period
in 1996. Due to the lower average occupancy, the partnership recognized lower
rental income of $7,562 in comparing the second quarters of 1997 and 1996.
Overall, total income for the second quarter ended June 30, 1997 was $6,695
lower than the corresponding period in 1996.
Operating expenses were $253,567 for the three months ended June 30, 1997,
compared to $215,594 for the corresponding period in 1996 which reflects a
variance of $37,973. Fees and expenses to affiliates that consist of a
management fee of 5% of gross revenues and the reimbursement of complex employee
salaries and benefits were higher by $667. Property taxes and insurance were
higher by $258 due to normal rate increases. Utilities were higher by $831 due
to normal resident usage. Advertising was higher by $1,619 due to efforts to
increase the average occupancy. Depreciation and amortization increased $38,262
due to an adjustment made in 1997.
After interest expense of $151,364 and other nonoperating expenses
(partnership expenses and nonrecurring replacement costs) of $26,926,
partnership operations recognized a net loss of $57,920 for the three months
ended June 30, 1997. This is compared to a net loss of $3,023 for the
corresponding period in 1996.
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<PAGE>
BASS REAL ESTATE FUND II
Overall the Partnership recognized a net decrease in total revenues of
$4,479 (due to average economic occupancy decreasing 6%) and a net decrease in
total operating expenses of $18,193 (due mainly to an adjustment made to
depreciation and amortization) for the six months ended June 30, 1997 compared
to the corresponding period in 1996. After interest expense of $303,099 and
other operating expenses of $43,757 (partnership expenses and nonrecurring
replacement costs) the Partnership had a net loss of $5,145 for the six months
ended June 30, 1997. This is compared to a net loss of $8,669 for the
corresponding period in 1996.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Response: None
Item 2. Changes in Securities
Response: None
Item 3. Defaults upon Senior Securities
Response: None
Item 4. Submission of Matters to a Vote of Security Holders
Response: None
Item 5. Other Information
Response: None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3(a) Copy of Certificate of Limited Partnership dated as of
November 13, 1985, filed as Exhibit 3(a) to the Partnership's
Form 10-K Annual Report for the fiscal year ended December 31,
1987, filed with the Securities and Exchange Commission, which
is incorporated herein by reference.
3(b) Copy of Amended and Restated Limited Partnership Agreement
dated as of July 10, 1986, filed as Exhibit 3(b) to the
Partnership's Form 10-K Annual Report for the fiscal year
ended December 31, 1987, filed with the Securities and
Exchange Commission, which is incorporated herein by
reference.
3(c) Copy of Amended and Restated Certificate of Limited
Partnership, dated as of July 10, 1986, filed as Exhibit 3(c)
to the Partnership's Form 10-K Annual Report for the fiscal
year ended December 31, 1987, filed with the Securities and
Exchange Commission, which is incorporated herein by
reference.
3(d) Copy of Second Amended and Restated Certificate of Limited
Partnership, dated as of July 31, 1986, files as Exhibit 3(d)
to the Partnership's Form 10-K Annual Report for the fiscal
year ended December 31, 1987, filed with the Securities and
Exchange Commission, which is incorporated herein by
reference.
3(e) Copy of Third Amended and Restated Certificate of Limited
Partnership, dated as of August 29, 1986, filed as Exhibit
3(e) to the Partnership's Form 10-K Annual Report for the
fiscal year ended December 31, 1987, filed with the Securities
and Exchange Commission, which is incorporated herein by
reference.
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<PAGE>
BASS REAL ESTATE FUND II
3(f) Copy of Fourth Amended and Restated Certificate of Limited
Partnership, date as of September 30, 1986, filed as Exhibit
3(f) to the Partnership's Form 10-K Annual Report for the
fiscal year ended December 31, 1987, filed with the Securities
and Exchange Commission, which is incorporated herein by
reference.
3(g) Copy of Certificate of Domestic Limited Partnership, dated as
of October 31, 1986, filed as Exhibit 3(g) to the
Partnership's Form 10-K Annual Report for the fiscal year
ended December 31, 1987, filed with the Securities and
Exchange Commission, which is incorporated herein by
reference.
(b) Reports on Form 8-K. No reports on Form 8-K were filed during
the quarter covered by this report.
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<PAGE>
BASS REAL ESTATE FUND II
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Partnership has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
BASS REAL ESTATE FUND II
By: Marion Bass Real Estate Group, Inc. as Managing General Partner
By: Marion F. Bass, President
Date: July 29, 1997
By: Robert J. Brietz, Executive Vice President
Date: July 29, 1997
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<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Article Type 5 for Bass Real Estate Fund II for Period Ending June 30, 1997.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 399,035
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 23,393
<PP&E> 9,946,079
<DEPRECIATION> (3,034,483)
<TOTAL-ASSETS> 7,426,525
<CURRENT-LIABILITIES> 62,644
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,394,044
<TOTAL-LIABILITY-AND-EQUITY> 7,426,525
<SALES> 714,589
<TOTAL-REVENUES> 748,399
<CGS> 0
<TOTAL-COSTS> 254,264
<OTHER-EXPENSES> 196,181
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 303,099
<INCOME-PRETAX> (5,145)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,145)
<EPS-PRIMARY> (0.51)
<EPS-DILUTED> (0.51)
</TABLE>
