BERRY & BOYLE DEVELOPMENT PARTNERS
10-Q, 1996-08-12
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

      For the transition period from __________________ to ________________

                           Commission File No. 0-15511

                              Development Partners
                      (A Massachusetts Limited Partnership)
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                            Massachusetts 04-2895800
- -------------------------------------------------------------------------------
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

                  5110 Langdale Way, Colorado Springs, CO 80906
- --------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (719) 527-0544
- --------------

Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Sections 13 and 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 the past 90 days. Yes _X_ No ___
















                          PART I. FINANCIAL INFORMATION

                          Item 1. FINANCIAL STATEMENTS




<PAGE>

<TABLE>



                                        DEVELOPMENT PARTNERS
                                (A Massachusetts Limited Partnership)
                                          AND SUBSIDIARIES

                                     CONSOLIDATED BALANCE SHEETS

                                               June 30,
                                                 1996
                                           ---------------

                                ASSETS                June 30
                                                        1996        December 31,
Property, at cost (Notes 2, 4, and 6):              (Unaudited)         1995
                                                   -----------      ----------
<S>                                                <C>             <C>         
  Land .........................................   $  5,114,172    $  5,110,277
  Buildings and improvements ...................     15,561,584      15,561,584
  Equipment, furnishings and fixtures ..........      1,499,622       1,404,195
                                                   ------------    ------------

                                                     22,175,378      22,076,056
  Less accumulated depreciation ................     (4,521,577)     (4,322,133)
                                                   ------------    ------------

                                                     17,653,801      17,753,923

Cash and cash equivalents (Notes 2 and 3) ......        344,886         532,019
Short-term investments (Note 2) ................        454,015         437,688
Real estate tax escrows ........................         81,332          29,457
Deposits and prepaid expenses ..................          4,168           4,168
Due from affiliates (Note 8) ...................          6,356             392
Investment in partnership (Notes 2 and 5) ......        339,495         348,504
Deferred expenses, net of accumulated
  amortization of $288,413 and $276,093 (Note 2)         25,903          38,223

                                                   ------------    ------------
         Total assets ..........................   $ 18,909,956    $ 19,144,374
                                                   ============    ============

                                  LIABILITIES AND PARTNERS' EQUITY

Mortgage notes payable (Note 6) ......                8,675,093       8,732,151
Accounts payable ......................                  53,964          88,062
Accrued expenses ......................                 178,172         171,283
Due to affiliates (Note 8) ............                  (2,955)          9,210
Tenant security deposits ..............                  64,599          67,430
                                                    ------------    ------------

         Total liabilities ............               8,968,873       9,068,136

Commitments and contingencies (Note 10)
Partners' equity (Note 7) .............               9,941,083      10,076,238
                                                   ------------    ------------

        Total liabilities and partners'            $ 18,909,956    $ 19,144,374
equity
                                                   ============    ============



<PAGE>




                                        DEVELOPMENT PARTNERS
                                (A Massachusetts Limited Partnership)
                                          AND SUBSIDIARIES

                                CONSOLIDATED STATEMENTS OF OPERATIONS

                                            -------------

                                            Six Months Ended                 Three Months Ended
                                                June 30                          June 30
                                             1996          1995             1996          1,995
                                             ----          ----             ----          -----

<S>                                     <C>            <C>            <C>            <C>        
Rental income .......................   $ 1,281,204    $ 1,248,319    $   613,532    $   625,604

Rental operating expenses ...........       572,254        512,929        286,166        258,509
                                        -----------    -----------    -----------    -----------

Net rental operating income
 (exclusive of items
  shown separately below) ...........       708,950        735,390        327,366        367,095

Interest ............................       408,485        413,342        203,911        206,368
Depreciation and amortization .......       211,766        208,889        107,322        104,445
Other (income) and expenses:
  Interest income ...................       (17,950)       (29,662)        (9,093)       (14,501)
  General and administrative (Note 8)       119,448         89,720         61,182         47,763
  Equity in (income) loss
   from partnership (Note 5) ........        (5,082)        (1,969)        (2,847)         1,269
                                        -----------    -----------    -----------    -----------
                                            716,667        680,320        360,475        345,344
                                        -----------    -----------    -----------    -----------

Net income ..........................   ($    7,717)   $    55,070    ($   33,109)   $    21,751
                                        ===========    ===========    ===========    ===========

Net income allocated to:
  General Partners ..................   ($       77)   $     1,101    ($      331)   $       435

  Per unit of Investor Limited
    Partner interest:
       36,411 units issued ..........         (0.21)          1.48          (0.90)          0.59



<PAGE>




                                        DEVELOPMENT PARTNERS
                                (A Massachusetts Limited Partnership)
                                          AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

                                              June 30, 1996
                                            -------------

                                                       Investor          Total
                                         General       Limited         Partners'
                                         Partners      Partners          Equity

<S>                                    <C>          <C>              <C>       
Balance at December 31, 1994            (67,017)     10,599,504       10,532,487

Cash distributions                      (10,217)      (500,651)        (510,868)

Net income                                1,092         53,527           54,619
                                    ------------ --------------   --------------

Balance at December 31, 1995            (76,142)     10,152,380       10,076,238

Cash distributions                          -         (127,439)        (127,439)
                                                      
Net income                                  (77)        (7,640)          (7,717)
                                  ------------- --------------   --------------

Balance at June 30, 1996               ($76,219)    $10,017,302        9,941,083
                                   ============= ==============   ==============






<PAGE>





                                        DEVELOPMENT PARTNERS
                                (A Massachusetts Limited Partnership)
                                          AND SUBSIDIARIES

                                CONSOLIDATED STATEMENTS OF CASH FLOWS

                                              June 30, 1996

                          Increase (decrease) in cash and cash equivalents
                                            -------------

                                                        1996          1995
                                                        ----          ----
Cash flows from operating activities:
<S>                                                <C>            <C>        
  Interest received ............................   $    24,100    $    29,662
  Cash received from operating revenue .........     1,278,373      1,235,893
  Administrative expenses ......................      (146,054)      (111,016)
  Rental operations expenses ...................      (642,865)      (563,033)
  Interest paid ................................      (408,485)      (413,544)
                                                    ------------     ---------

Net cash provided by operating activities ......       105,069        177,962

Cash flows from investing activities:
  Purchase of fixed assets .....................       (99,322)        (9,894)
  Proceeds from maturities of short-term .......       (22,477)       190,982
investments
  Distributions from partnership ...............        14,092          9,520
                                                    -----------     ----------

Net cash provided (used) by investing activities      (107,707)       190,608

Cash flows from financing activities:
  Distributions to partners ....................      (127,438)      (278,655)
  Principal payments on mortgage note payable ..       (57,058)       (52,305)
  Decrease (increase) in deposits ..............          --            5,650
                                                   -----------    -----------
                                                   

Net cash used by financing activities ..........      (184,496)      (325,310)
                                                   -----------    -----------

Net increase (decrease) in cash and cash .......      (187,134)        43,260
equivalents

Cash and cash equivalents at beginning of year .       532,019        176,028
                                                   -----------    -----------

Cash and cash equivalents at end of year .......   $   344,886    $   219,288
                                                   ===========    ===========


<PAGE>




                                        DEVELOPMENT PARTNERS
                                (A Massachusetts Limited Partnership)
                                          AND SUBSIDIARIES

                                CONSOLIDATED STATEMENTS OF CASH FLOWS

                                              June 30, 1996

                          Increase (decrease) in cash and cash equivalents
                                      ------------- --------------

Reconciliation of net income to net cash provided by operating
activities:

                                                   Six months ended
                                                       June 30
                                                 1996            1995
<S>                                            <C>          <C>      
Net income .................................   ($  7,717)   $  55,070
Adjustments to reconcile net income to net
cash
  provided by operating activities:
Depreciation and amortization ..............     211,766      208,889
Equity in (income) loss from ...............      (5,082)      (1,969)
partnership
Change in assets and liabilities
net of effects
  from investing and financing
activities:
    (Increase) in real estate tax ..........     (51,875)          (3)
escrow
    Decrease (increase) in accounts
      and interest receivable ..............       6,150       (3,510)
    (Increase) decrease in prepaid .........      (1,842)
expenses ...................................        --
    Increase (decrease) in accounts
      payable and accrued expenses .........     (27,213)     (57,861)
    (Decrease) increase in due to (from) ...     (18,129)      (8,386)
affiliates
    (Decrease) increase in rents received in          (0)      (6,483)
advance
    (Decrease) increase in tenant security .      (2,831)      (5,943)
deposits
                                               ---------    ---------

Net cash provided by operating activities ..   $ 105,069    $ 177,962
                                               =========    =========



</TABLE>

<PAGE>


===============================================================================
                              DEVELOPMENT PARTNERS
===============================================================================
                      (A Massachusetts Limited Partnership)
                                AND SUBSIDIARIES

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

                                                                 12
1.  Organization of Partnership:

Development Partners (A Massachusetts Limited Partnership), (the "Partnership"),
formerly Berry and Boyle Development  Partners,  was formed on October 23, 1985.
GP L'Auberge  Communities,  L.P., a California  Limited  Partnership,  (formerly
Berry and Boyle Management) and Berry and Boyle Realty Advisors  ("Advisors") (A
Massachusetts Limited  Partnership),  are the General Partners. A total of 2,033
individual Limited Partners owning 36,411 Units have contributed  $18,205,500 of
capital  to the  Partnership.  At June 30,  1996,  the total  number of  Limited
Partners was 2,042. Except under certain limited  circumstances upon termination
of the Partnership, the General Partners are not required to make any additional
capital  contributions.  The General  Partners or their  affiliates will receive
various fees for  services  and  reimbursement  for various  organizational  and
selling costs incurred on behalf of the Partnership.

The accompanying  consolidated  financial statements present the activity of the
Partnership for the three months ended June 30, 1996, and 1995.

The Partnership will continue until December 31, 2010, unless earlier terminated
by the sale of all or substantially all of the assets of the Partnership,  or by
the dissolution and liquidation of the joint ventures.

2.  Significant Accounting Policies:

         A.  Basis of Presentation

         The  consolidated  financial  statements  include  the  accounts of the
         Partnership  and  its  subsidiaries:  Canyon  View  Joint  Venture  and
         Broadmoor   Pines  Joint  Venture.   All   intercompany   accounts  and
         transactions  have been  eliminated in  consolidation.  The Partnership
         accounts for its  investment  in  Casabella  Associates  utilizing  the
         equity method of accounting.  The Partnership's  investment  account is
         adjusted  to  reflect  its  pro  rata  share  of  profits,  losses  and
         distributions from Casabella Associates.

         The Partnership follows the accrual method of accounting.

         B.  Cash and Cash Equivalents

         The Partnership  considers all highly liquid debt instruments purchased
         with a maturity  of three  months or less to be cash  equivalents.  The
         carrying value of cash and cash equivalents approximates fair value. It
         is  the  Partnership's   policy  to  invest  cash  in  income-producing
         temporary cash  investments.  The  Partnership  mitigates any potential
         risk from such concentration of credit by placing investments with high
         quality financial institutions.

         C.  Short-term Investments

         At June 30,  1996,  short term  investments  consist  solely of various
         forms of U. S.  Government  backed  securities,  with an aggregate  par
         value of  $454,015,  which  mature  in  September  1996.  In 1994,  the
         Partnership  adopted  Statement of Financial  Accounting  Standards No.
         115,   "Accounting   for  Certain   Investments   in  Debt  and  Equity
         Securities".  The  Partnership  has the intent and  ability to hold its
         short term investments to maturity.  Accordingly, these securities have
         been recorded at amortized cost, which approximates market value. There
         was no  cumulative  effect  recorded  as a  result  of this  accounting
         change.


<PAGE>



         D. Significant Risks and Uncertainties

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and disclosure of contingent  assets and liabilities at the
         date of the financial  statements and the reported  amounts of revenues
         and expenses during the reporting  period.  Actual results could differ
         from those estimates.

         E.  Depreciation

         Depreciation  is provided  for by the use of the  straight-line  method
         over estimated useful lives as follows:

                  Buildings and improvements                            40 years
                  Equipment, furnishings and fixtures                 5-15 years

         F.  Deferred Expenses

         Costs of  obtaining  various  mortgages  on the  properties  are  being
         amortized over the term of the related mortgage notes payable using the
         straight-line   method.  Buy  down  fees  relating  to  permanent  loan
         refinancings (see Note 7) are being amortized over a three year period.
         Any  unamortized  costs  remaining  at the  date of a  refinancing  are
         expensed in the year of refinancing.

         G.  Income Taxes

         No  provision  is made for income taxes since the Partners are required
         to  include  on  their  tax  returns   their  pro  rata  share  of  the
         Partnership's  taxable income or loss. If the Partnership's tax returns
         are  examined  by  the  Internal  Revenue  Service  or a  state  taxing
         authority,  and such an examination  results in a change in partnership
         taxable income or loss, such change will be reported to the Partners.

         H.  Rental Income

         Leases require the payment of rent in advance,  however,  rental income
is recorded as earned.


         I. Long-Lived Assets

         The Partnership's  long-lived assets include property and equipment and
         deferred   expenses.   The  Partnership   will  evaluate  the  possible
         impairment  of  long-lived  assets  whenever  events  or  circumstances
         indicate that the carrying value of the assets may not be recoverable.



<PAGE>


 3.  Cash and Cash Equivalents:

Cash and cash  equivalents  at June 30, 1996 and December 31, 1995  consisted of
the following:

                          1996        1995
                          ----        ----
Cash on hand .........   $ 21,091   $130,805
Certificate of deposit    202,763    100,000
Money market accounts     121,032    301,214
                         --------   --------

                         $344,886   $532,019
                         ========   ========

4.  Joint Venture and Property Acquisitions:

The  Partnership  has invested in three  properties  located in  Scottsdale  and
Tucson,  Arizona and Colorado Springs,  Colorado. The success of the Partnership
will  depend upon  factors  which are  difficult  to predict  including  general
economic and real estate market conditions,  both on a national basis and in the
areas where the Partnership's investments are located.

Canyon View

On  September  29, 1987,  the  Partnership  acquired a majority  interest in the
Canyon  View  Joint  Venture  which owns and  operates  a  168-unit  multifamily
residential  property  located  in Tucson,  Arizona.  The  Partnership  has been
designated as the managing joint venture  partner and will control all decisions
regarding the operation and sale of the property.

In  accordance  with the terms of the purchase  agreement  and the joint venture
agreement,  through June 30, 1996, the Partnership has contributed total capital
of  $6,733,339  to the  Canyon  View  Joint  Venture,  which was used to repay a
portion of the construction loan from a third party lender, to pay certain costs
related to the refinancing of the permanent  loan, to cover  operating  deficits
incurred during the lease up period and to fund certain capital improvements. In
addition,  the Partnership  funded $745,902 of property  acquisition costs which
were subsequently treated as a capital contribution to the joint venture.

For the years ended June 30, 1996 and 1995,  the Canyon View Joint Venture had a
net loss of $16,891 and net loss of $10,561, respectively.

Net cash from  operations  (as defined in the joint venture  agreement)  will be
distributed  as  available  to each joint  venture  partner  not less often than
quarterly, as follows:

         First,   to  the   Partnership   until  it  has   received   an  annual
         non-cumulative  11.25% priority return on its capital  contribution for
         such year.

         Second,  the balance 75% to the  Partnership and 25% to the other joint
venture partner.

Income from  operations will be allocated to the Partnership and the other joint
venture partner  generally in accordance with the  distribution of net cash from
operations.

Losses from operations will generally be allocated 100% to the Partnership.

In the case of certain capital transactions and distributions, as defined in the
joint venture  agreement,  the  allocation of related  profits,  losses and cash
distributions,  if any, would be different than as described  above and would be
effected by the relative balances in the individual partners' capital accounts.

Broadmoor

On October 12, 1988, the Partnership acquired L'Auberge Broadmoor  ("Broadmoor")
(formerly Broadmoor Pines), a 108-unit  residential property located in Colorado
Springs, Colorado and simultaneously contributed the property to a joint venture
comprised of the  Partnership and the property  developer (the "Broadmoor  Pines
Joint Venture"). The Partnership owns a majority interest in the Broadmoor Pines
Joint Venture and, therefore, the accounts and operations of the Broadmoor Pines
Joint Venture have been consolidated into those of the Partnership.

Through June 30, 1996,  the  Partnership  has made cash  payments in the form of
capital  contributions  totaling  $5,966,577 and has funded $684,879 of property
acquisition  costs  which were  treated as a capital  contribution  to the joint
venture.

For the three months ended June 30, 1996  and 1995, the Broadmoor Pines Joint
Venture had net income of $106,874 and $42,458, respectively.

The  Partnership  has been  designated the managing joint venture partner of the
Broadmoor Pines Joint Venture and will have control over all decisions affecting
the Broadmoor Pines Joint Venture and the property.

Net cash from  operations  (as defined in the joint venture  agreement) is to be
distributed as available to each joint venture partner quarterly, as follows:

         First,  to the  Partnership  an  amount  equal  to  11.25%  per  annum,
         noncumulative  (computed daily on a simple noncompounded basis from the
         date of completion  funding) of its respective capital  investment,  as
         defined in the joint venture agreement;

         Second,  the balance 80% to the  Partnership,  and 20% to the  property
developer.

Losses from  operations and  depreciation  for the Broadmoor Pines Joint Venture
are allocated 100% to the Partnership.

All profits from operations to the extent of cash  distributions  shall first be
allocated to the Partnership  and the property  developer in the same proportion
as the cash  distributions.  Any  remaining  profits  are  allocated  80% to the
Partnership and 20% to the property developer.

In the case of certain capital  transactions and distributions as defined in the
joint venture  agreement,  the  allocation of related  profits,  losses and cash
distributions,  if any, would be different than as described  above and would be
effected by the relative balances in the individual partners' capital accounts.

5.  Investment in Partnership:

On  November  5, 1990,  the  Partnership  contributed  $400,000  to  purchase an
approximate 8% interest in Casabella Associates, a general partnership among the
Partnership,  Development  Partners  II (A  Massachusetts  Limited  Partnership)
("DPII") and  Development  Partners III (A  Massachusetts  Limited  Partnership)
("DPIII").  In addition to its  contribution  referred to above, the Partnership
incurred  $83,668 of acquisition  costs,  including  $41,400 in acquisition fees
paid to the General Partners.  The difference between the partnership's carrying
value of the  investment  in Casabella  Associates  and the amount of underlying
equity in net assets is $65,345, representing a portion of the acquisition costs
stated above that were not recorded on the books of Casabella Associates.

On September 28, 1990, Casabella Associates purchased a majority interest in the
Casabella I Joint  Venture,  an Arizona  joint  venture  that owned and operated
Casabella  Phase  I, a  61-unit  residential  property  located  in  Scottsdale,
Arizona. On April 23, 1991, Casabella  Associates,  acquired a majority interest
in the  Casabella  Joint  Venture  which  owned  Casabella  Phase  II, a 93-unit
residential  community,  located  adjacent to  Casabella  Phase I. On that date,
Casabella  Associates and EW Casabella I Limited  Partnership  contributed their
interests in the Casabella I Joint Venture to the Casabella  Joint  Venture.  In
addition,  the permanent lender funded a $7,320,000 permanent loan, the proceeds
of which were used to refinance the $2,700,000  loan  pertaining to Phase I and,
together  with  cash  contributions  of  Casabella  Associates,   to  repay  the
construction loan for Phase II. As a result of such  transactions,  by operation
of law, Casabella Joint Venture,  which is comprised of Casabella Associates and
EW Casabella I Limited Partnership,  now owns both Phases I and II of Casabella.
Casabella  is now  managed  and  operated  as one  single  154-unit  residential
community.

On June 30, 1992,  Casabella  Joint Venture  refinanced its original  $7,320,000
permanent  loan using the proceeds of a new first mortgage loan in the amount of
$7,300,000.  Under the terms of the new note,  monthly  principal  and  interest
payments of $61,887, based on a fixed interest rate of 9.125%, are required over
the term of the loan.
The balance of the note will be due on July 15, 1997.

6..  Mortgage Notes Payable:

All of the property  owned by the  Partnership  is pledged as collateral for the
mortgage notes payable outstanding at June 30, 1996 and December 31, 1995, which
consisted of the following:

                 1996         1995
                 ----         ----
Canyon View   $5,115,678   $5,154,887
Broadmoor .    3,559,415    3,577,264
              ----------   ----------

              $8,675,093   $8,732,151

Canyon View is subject to a nonrecourse first mortgage in the original principal
amount  of  $5,380,000.  Under  the terms of the  note,  monthly  principal  and
interest  payments of $45,610,  based on a fixed  interest  rate of 9.125%,  are
required over the term of the loan.  The balance of the note will be due on July
15, 1997.

Broadmoor is subject to a nonrecourse  first mortgage in the principal amount of
$3,650,000.  Interest  only at the rate of 8% was payable  monthly for the first
three years of the loan term.  Commencing on September 15, 1993 monthly payments
of $31,980 including principal and interest, at the rate of 9.75%, were payable.
The balance of the note is payable on September 15, 1997.

Interest  accrued at June 30, 1996 and 1995  consisted  of $34,132 and  $34,446,
respectively, relating to the Canyon View and Broadmoor Pines Joint Ventures.

The aggregate  principal amounts of long term borrowings due during the calendar
years 1996 and 1997, respectively, are $116,824 and $8,615,327.

The  principal   balance  of  the  mortgage  notes  payable   appearing  on  the
consolidated balance sheet approximates the fair value of such notes.

7.  Partners' Equity:

Under the terms of the Partnership Agreement profits are generally allocated 98%
to the Limited Partners and 2% to the General Partners; losses are allocated 99%
to the Limited Partners and 1% to the General Partners.

Cash distributions to the partners are governed by the Partnership Agreement and
are made,  to the extent  available,  98% to the Limited  Partners and 2% to the
General Partners.

The allocation of the related profits, losses, and distributions,  if any, would
be different than  described  above in the case of certain events defined in the
Partnership Agreement, such as the sale of an investment property or an interest
in a joint venture partnership.

8.  Related Party Transactions:

Due to  affiliates  at June 30,  1996 and 1995  consisted  of $2,955 and $4,911,
respectively, relating to reimbursable costs due to L'Auberge Communities, Inc.

As of June 30,  1996 and 1995,  general  and  administrative  expenses  included
$36,981 and $34,966,  respectively, of salary reimbursements paid to the General
Partners for certain  administrative  and  accounting  personnel  who  performed
services for the Partnership.

The the three  months  ended June 30,  1996,  and 1995,  $59,746  and $63,407 of
property   management   fees   had  been   paid  or   accrued   to   Residential
Services-L'Auberge,  formerly Berry and Boyle Residential Services, an affiliate
of the General Partners of the Partnership.



9. Significant Event:

On May 14, 1996, the Partnership and certain affiliates consummated an agreement
with Evans  Withycombe  Management,  Inc. and certain of its affiliates  ("EWI")
which  separated the interests of EWI and the  Partnership,  thus  affording the
Partnership  greater  flexibility  in  the  operation  and  disposition  of  the
properties. In consideration of a payment by the Partnership,  DPII and DPIII to
EWI totaling $71,009 ($5,681 of which would be the Partnership's  portion),  and
delievery  of certain  mutual  releases,  EWI (i)  relinquished  its contract to
manage  Casabella  and its option to exercise  its rights of first  refusal with
regard to the sale of the property and (ii)  assigned all of its interest in the
Casabella Joint Venture to the Partnership, DPII and DPIII (while preserving the
economic  interests of the venturer in these Joint Ventures),  which resulted in
the dissolution of the Casabella Joint Venture.



<PAGE>


===============================================================================

                                                       -13-
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

Liquidity; Capital Resources

At the close of the offering on February 26, 1987, the  Partnership had admitted
2,033  Limited   Partners  who   contributed   capital  of  $18,205,500  to  the
Partnership.  These offering proceeds,  net of organizational and offering costs
of $2,730,825,  provided $15,474,675 of net proceeds to be used for the purchase
of income-producing residential properties, including related fees and expenses,
and working capital  reserves.  The Partnership has expended  $14,384,167 to (i)
acquire its joint venture interests in the Canyon View Joint Venture,  Broadmoor
Pines Joint Venture and Casabella  Associates,  (ii) pay  acquisition  expenses,
including acquisition fees to one of the General Partners, and (iii) pay certain
costs  associated  with the  refinancing of the Canyon View and Broadmoor  Pines
permanent loans. The Partnership  distributed $56,437 to the Limited Partners as
a return of capital  resulting from excess reserves.  The remaining net proceeds
of $1,034,071 were used to establish  initial working  capital  reserves.  These
reserves are used  periodically  to enable the  Partnership  to meet its various
financial obligations including contributions to the various joint ventures that
may be required.  As of June 30, 1996, $336,806  cumulatively was contributed to
the joint ventures for this purpose.

The  working  capital  reserves  of the  Partnership  consist  of cash  and cash
equivalents  and  short-term  investments.  Together  these amounts  provide the
Partnership with the necessary  liquidity to carry on its day-to-day  operations
and to make necessary  contributions to the various joint ventures.  Thus far in
1996, the aggregate net decrease in working capital  reserves has been $170,806.
This decrease  resulted  primarily from cash provided by operations of $105,069,
offset by purchases of fixed assets totaling $99,322,  distributions to partners
of $124,438 and $57,058 of principal payments on mortgage notes payable.

Canyon View

As  of  June  30,  1996,  the  property  was  77 %  occupied,  compared  to 84 %
approximately  one year ago. At June 30, 1996 and 1995, the market rents for the
various unit types were as follows:

Unit Type                    1996   1995
- ---------                    ----   ----
One bedroom one bath .....    725   $725
Two bedroom two bath .....    810    810
Two bedroom two bath w/den    980    980

Broadmoor Pines

As  of  June  30,  1996,  the  property  was  94%  occupied,  compared  to  92 %
approximately  one year ago. At June 30, 1996 and 1994, the market rents for the
various unit types were as follows:

       Unit Type .........     1996     1995
- --------------------------   ------   ------
One bedroom two bath w/den   $  885   $  864
Two bedroom two bath .....      995      975
Two bedroom two bath w/den    1,195    1,175

Casabella

As  of  June  30,  1996,  the  property  was  74 %  occupied,  compared  to 73 %
approximately one year ago. At June 30, 1996 and 1995, the average monthly rents
collected for the various unit types were as follows:

       Unit Type .........     1996     1995
- --------------------------   ------   ------
One bedroom two bath w/den   $  820   $  805
Two bedroom two bath .....      950      930
Two bedroom two bath w/den    1,160    1,136

Results of Operations

The  Partnership's  operating  results for the three  months ended June 30, 1996
consisted of interest earned on short-term investments of $8,447, administrative
expenses  of  $58,256,  the  Partnership's  share  of the  loss  from  Casabella
Associates  of $2,846 and the income  allocated  from Canyon View and  Broadmoor
Pines, as follows:

                                    Canyon      Broadmoor
                                     View        Pines
Revenue .......................   $ 306,663    $ 307,545

Expenses:
  General and administrative ..           0            0
  Operations ..................     163,167      122,999
  Depreciation and amortization      60,911       46,411
  Interest ....................     117,004       86,901
                                  ---------    ---------
                                    341,082      256,317
                                  ---------    ---------
Net Income (loss) .............   ($ 34,449)   $  51,228
                                  =========    =========


The  Partnership's  operating  results for the three  months ended June 30, 1995
consisted   of   interest   earned  on   short-term   investments   of  $14,228,
administrative  expenses of $44,227,  the  Partnership's  share of the loss from
Casabella  Associates  of $1,269 and the income  allocated  from Canyon View and
Broadmoor Pines, as follows:

                                   Canyon    Broadmoor
                                    View      Pines
Revenue .......................   $334,461   $291,416

Expenses:
  General and administrative ..      1,800      1,736
  Operations ..................    144,521    113,988
  Depreciation and amortization     58,921     45,524
  Interest ....................    118,658     87,710
                                  --------   --------
                                   323,900    248,958
                                  --------   --------
Net loss ......................   $ 10,561   $ 42,458
                                  ========   ========


The  Partnership's  operating  results  for the six months  ended June 30,  1996
consisted   of   interest   earned  on   short-term   investments   of  $19,656,
administrative  expenses of $119,438, the Partnership's share of the income from
Casabella  Associates  of $5,082 and the income  allocated  from Canyon View and
Broadmoor Pines, as follows:

                                               Canyon       Broadmoor
                                                View         Pines
Total revenue ............................   $ 672,225    $ 610,273

Expenses:
  General and administrative .............          10            0
  Operations .............................     334,821      237,433
  Depreciation and amortization ..........     119,832       91,934
  Interest ...............................     234,453      174,032
  Equity in (income) loss from partnership        --           --
                                             ---------    ---------
                                               689,116      503,399
                                             ---------    ---------
Net income ...............................   ($ 16,891)   $ 106,874
                                             =========    =========

The  Partnership's  operating  results  for the six months  ended June 30,  1995
consisted   of   interest   earned  on   short-term   investments   of  $29,003,
administrative  expenses of $82,902,  the Partnership's share of the income from
Casabella  Associates  of $1,969 and the income  allocated  from Canyon View and
Broadmoor Pines, as follows:

                                   Canyon    Broadmoor
                                    View      Pines
Total revenue .................   $702,609   $546,369

Expenses:
  General and administrative ..      3,545      3,273
  Operations ..................    291,249    221,680
  Depreciation and amortization    117,842     91,047
  Interest ....................    237,724    175,618
                                  --------   --------
                                   650,360    491,618
                                  --------   --------
Net income (loss) .............   $ 52,249   $ 54,751
                                  ========   ========



Comparison of Operating Results for the Six Months Ended June 30, 1996 and 1995:

Interest income  decreased 39% over the prior period as a result of lower amount
of working capital invested in the on the Partnership's  short term investments.
Transition  costs  associated with the outsourcing of much of the  Partnership's
administration  work  to an  administration  agent  and  the  relocation  of the
remaining  administration,  financial and investor services  functions to a more
cost efficient location in Colorado Springs,  Colorado has temporarily increased
first half 1996 operating expenses. In addition,  the one-time cost of the Evans
Withycombe  termination ($6,881) and its related legal cost were incurred in May
and June of 1996. In the aggregate,  total operating expenses of the Partnership
increased  15% in the first six months of 1996 as compared  with the same period
in 1995, and are expected to decline in the second half of 1996 as compared with
the first half of 1996.

Thus far in 1996, the Partnership has made the following cash  distributions  to
its Partners:


         Limited Partners              $ 127,438
         General Partners                              -
                                        $127,438


<PAGE>



                           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
         Response:  None


                                   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.


                              DEVELOPMENT PARTNERS
                      (A Massachusetts Limited Partnership)

      By: GP L'Auberge Communities, L.P., a California Limited Partnership,
                                 General Partner

              By: L'Auberge Communities, Inc., its General Partner


                  By: ____/s/ Stephen B. Boyle________________
                                    President




Date:  _________________________, 1996


<PAGE>


<TABLE> <S> <C>
                                              
<ARTICLE>                                          5
                                                    
<S>                                                  <C>
<PERIOD-TYPE>                                      3-MOS
<FISCAL-YEAR-END>                                    Dec-31-1996
<PERIOD-END>                                         Jun-30-1996
<CASH>                                                        344,886
<SECURITIES>                                                  454,015
<RECEIVABLES>                                                       0
<ALLOWANCES>                                                        0
<INVENTORY>                                                         0
<CURRENT-ASSETS>                                                    0
<PP&E>                                                     22,175,378
<DEPRECIATION>                                             (4,521,577)
<TOTAL-ASSETS>                                             18,909,956
<CURRENT-LIABILITIES>                                         293,780
<BONDS>                                                     8,675,903
                                               0
                                                         0
<COMMON>                                                            0
<OTHER-SE>                                                  9,941,083
<TOTAL-LIABILITY-AND-EQUITY>                               18,909,956
<SALES>                                                             0
<TOTAL-REVENUES>                                            1,281,204
<CGS>                                                               0
<TOTAL-COSTS>                                                 572,254
<OTHER-EXPENSES>                                              308,182
<LOSS-PROVISION>                                                    0
<INTEREST-EXPENSE>                                            408,485
<INCOME-PRETAX>                                                     0
<INCOME-TAX>                                                        0
<INCOME-CONTINUING>                                                 0
<DISCONTINUED>                                                      0
<EXTRAORDINARY>                                                     0
<CHANGES>                                                           0
<NET-INCOME>                                                   (7,717)
<EPS-PRIMARY>                                                       0
<EPS-DILUTED>                                                       0
        


</TABLE>


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