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 Quarter Ended June 30, 1999
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)
(formerly Berry and Boyle Development Partners)
(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
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Units of Limited
Partnership Interests
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 ___
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
<PAGE>
DEVELOPMENT PARTNERS
(A Massachusetts Limited Partnership)
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
ASSETS June 30
1999 December 31,
(Unaudited) 1998
Assets held for sale (Note 8)
<S> <C> <C>
Land $2,952,978 $2,952,978
Buildings and improvements 8,602,064 8,602,064
Equipment, furnishings and fixtures 1,001,769 993,367
---------------- ---------------
12,556,811 12,548,409
Less accumulated depreciation (2,991,565) (2,991,565)
---------------- ---------------
9,565,246 9,556,844
Cash and cash equivalents 122,340 256,958
Deposits and prepaid expenses 1,690 200
Accounts receivable 96,700 1,085
---------------- ---------------
Total assets $9,785,976 $9,815,087
================ ===============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Accounts payable $83,365 $28,110
Accrued expenses 51,682 157,142
Due to affiliates (Note 7) 30,816 57,042
Rents received in advance - 1,747
Tenant security deposits 22,650 26,201
---------------- ---------------
Total liabilities 188,513 270,242
General Partners' equity 1,071 19
Limited Partners' equity 9,596,392 9,544,826
---------------- ---------------
Total liabilities and partners'equity $9,785,976 $9,815,087
================ ===============
<PAGE>
DEVELOPMENT PARTNERS
(A Massachusetts Limited Partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
_____________
Three Months Ended Six Months Ended
June 30 June 30
1999 1998 1999 1998
Revenue:
<S> <C> <C> <C> <C>
Rental income $312,893 $447,693 $640,476 $1,055,442
Interest income 1,709 26,356
21,770 3,776
Gain from sale of properties - 140,391 - 140,391
---------------- ---------------- --------------- ----------------
314,602 609,854 644,252 1,222,189
Expenses:
Operating Expenses 149,259 270,900 311,535 546,335
Interest - 189,083 - 387,903
Depreciation and - 14,377 - 23,702
amortization
General and administrative 193,119 64,973 280,099 127,172
Equity in (income) loss
from partnership - (111,217) - (118,231)
---------------- ---------------- --------------- ----------------
342,378 428,116 591,634 966,881
---------------- ---------------- --------------- ----------------
Net income (loss) ($27,776) $181,738 $52,618 $255,308
================ ================ =============== ================
Net income (loss) allocated
to:
General Partners ($278) $87,425 $1,052 $88,161
Basic and diluted per unit net income (loss)
allocated to Investor Limited Partner
interest:
36,411 units issued ($0.76) $2.59 $1.42 $4.59
<PAGE>
DEVELOPMENT PARTNERS
(A Massachusetts Limited Partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
(Unaudited)
Investor Total
General Limited Partners'
Partners Partners Equity
<S> <C> <C> <C>
Balance at December 31, 1997 ($88,541) $9,380,110 $9,291,569
Minority interest absorbed - (912) (912)
Net income 88,560 165,628 254,188
---------------- ---------------- ---------------
Balance at December 31, 1998 19 9,544,826 9,544,845
Distributions - - -
Net income 1,052 51,566 52,618
---------------- ---------------- ---------------
Balance at June 30, 1999 $1,071 $9,596,392 $9,597,463
================ ================ ===============
<PAGE>
DEVELOPMENT PARTNERS
(A Massachusetts Limited Partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
_____________
Six Months Ended
June 30,
1999 1998
Cash flows from operating activities:
<S> <C> <C>
Interest received 3,776 $26,356
Cash received from rental income 539,563 1,010,767
General and administrative expenses (323,174) (114,159)
Operating expenses (346,381) (640,940)
Interest paid - (421,083)
---------------- ---------------
Net cash used in operating activities (126,216) (139,059)
Cash flows from investing activities:
Capital improvements (8,402) (193,404)
Proceeds from sale of - 8,585,334
property
---------------- ---------------
Net cash provided by (used in) investing (8,402) 8,391,930
activities
Cash flows from financing activities:
Principal payments on mortgage note payable - (8,487,134)
Decrease in deposits - 439
---------------- ---------------
Net cash used in financing activities - (8,486,695)
---------------- ---------------
Net decrease in cash and cash equivalents (134,618) (233,824)
Cash and cash equivalents at beginning of year 256,958 392,010
---------------- ---------------
Cash and cash equivalents at end of year $122,340 $158,186
================ ===============
DEVELOPMENT PARTNERS
(A Massachusetts Limited Partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
_____________
Reconciliation of net income to net cash used in operating
activities:
Six Months Ended
June 30
1999 1998
<S> <C> <C>
Net income $52,618 $255,308
Adjustments to reconcile net income
to net cash used in operating activities:
Depreciation and amortization - 23,702
Equity in (income) loss from partnership - (118,231)
Gain from sale of property - (140,391)
Increase in real estate tax escrow - (52,581)
(Increase) decrease in deposits and prepaid expenses (1,490) 352
(Increase) decrease in receivables (95,615) 5,698
Decrease in accounts payable and
accrued expenses (50,205) (81,745)
(Decrease) increase in due to/from (26,226) 19,202
affiliates, net
Decrease in rents received in advance (1,747) -
Decrease in tenant security deposits (3,551) (50,373)
---------------- ---------------
Net cash used in operating activities ($126,216) ($139,059)
================ ===============
</TABLE>
<PAGE>
DEVELOPMENT PARTNERS
(A Massachusetts Limited Partnership)
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 L'Auberge Realty Advisors (A Massachusetts
Limited Partnership) ("Advisors"), 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, 1999, the total number of Limited
Partners was 1,969. 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 Partnership can continue until December 31, 2010, unless earlier terminated
by the sale of all or substantially all of the assets of the Partnership, or as
otherwise provided in the Partnership Agreement (See Note 8.)
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 (Canyon
View) and Broadmoor Pines (Broadmoor). 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. Refer to Note 4 regarding the
termination of the Broadmoor Pines Joint Venture, and Note 5 regarding
the termination of the Casabella Joint Venture.
The Partnership follows the accrual method of accounting.
The Partnership considers itself to have been engaged in only one
industry segment, real estate.
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. 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.
<PAGE>
2. Significant Accounting Policies continued:
D. 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
As of December 31, 1997, the Partnership recorded its property as
Assets Held for Sale on the consolidated balance sheets. Accordingly,
the Partnership stopped depreciating these assets effective January 1,
1998.
E. Deferred Expenses
Costs of obtaining or extending various mortgages on the properties are
being amortized over the mortgage term using the straight line method,
which approximates the effective interest method.
F. 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.
G. Rental Income
Leases require the payment of rent in advance, however, rental income
is recorded as earned.
H. Long-Lived Assets
The Partnership utilizes the provisions of SFAS No. 121, Accounting for
the Impairment of Long -Lived Assets and for Long-Lived Assets to be
Disposed Of, to review for impairment. Recoverability of assets to be
held and used is measured by a comparison of the carrying amount of an
asset to future net cash flows expected to be generated by the asset.
If such assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of
the assets exceeds the fair value of the assets. Assets to be disposed
of are reported at the lower of the carrying amount or fair value less
costs to sell.
3. Cash and Cash Equivalents:
Cash and cash equivalents at June 30, 1999 and December 31, 1998 consisted of
the following:
1999 1998
---- ----
Cash on hand $122,340 $256,958
<PAGE>
4. Joint Venture and Property Acquisitions:
The Partnership had 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. The Broadmoor Joint
Venture was effectively terminated on December 31, 1996. The Partnership has
eliminated the minority interest related to this joint venture, as such, the
Partnership owned 100% of the underlying assets as of December 31, 1997.
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, 1999, the Partnership has contributed total capital
of $6,889,588 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.
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
affected 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 owned a majority interest in the Broadmoor
Pines Joint Venture and, therefore, the accounts and operations of the Broadmoor
Pines Joint Venture were consolidated into those of the Partnership.
The co-venture partner was Highland Properties, Inc. ("Highland"), a Colorado
based residential development,
construction and management firm. Highland developed the property known as
L'Auberge Broadmoor.
4. Joint Venture and Property Acquisitions, continued:
The Partnership had been designated the managing joint venture partner of the
Broadmoor Pines Joint Venture and controlled the operations of the Broadmoor
Pines Joint Venture and the property.
Through June 30, 1999, the Partnership made cash payments in the form of capital
contributions totaling $6,079,200 and has funded $684,879 of property
acquisition costs which were treated as a capital contribution to the joint
venture.
JANUARY 1, 1996, THROUGH JULY 2, 1996
Net cash from operations (as defined in the joint venture agreement) was 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
were 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
affected by the relative balances in the individual partners' capital accounts.
JULY 3, 1996, THROUGH MAY 28, 1998
On July 3, 1996, the Partnership and certain affiliates consummated an agreement
with Highland Properties, Inc. ("Highland") which separated the interests of
Highland and the Partnership, thus affording the Partnership greater flexibility
in the operation and disposition of the property. In consideration of a payment
by the Partnership to Highland totaling $8,683, and delivery of certain mutual
releases, Highland (i) relinquished 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 L'Auberge Broadmoor Joint Venture to the Partnership (while
preserving the economic interests of the venturer in these Joint Ventures),
which resulted in the dissolution of the L'Auberge Broadmoor Joint Venture.
Highland may still share in cash flow distributions or proceeds from the sale of
the property if certain performance levels are met.
On May 28, 1998, L'Auberge Broadmoor was sold pursuant to the terms of a Sale
Agreement and Escrow Instructions (the "Agreement") dated January 26, 1998.
L'Auberge Broadmoor was sold to G&I Broadmoor LLC, a Delaware limited liability
company unaffiliated with the Partnership. The net selling price for Broadmoor
was $8,048,532 subject to certain customary adjustments net of a credit to the
purchaser of $139,000 for capital improvements. The mortgage in the approximate
amount of $3,514,880 was paid at closing utilizing a portion of proceeds from
the sale. The Partnership realized net proceeds of approximately $4,439,400 from
the sale. In 1998, the partnership recognized a gain on sale for financial
reporting purposes of $140,391.
5. Investment in Partnership:
On November 5, 1990, the Partnership contributed $400,000 to purchase an
approximate 8.5% 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. As of December 31, 1997, the difference between
the partnership's carrying value of the investment in Casabella Associates and
the amount of underlying equity in net assets was $65,345, representing a
portion of the acquisition costs stated above that were not recorded on the
books of Casabella Associates.
The co-venture partner was an affiliate of Evans Withycombe, Inc. ("EWI"), a
Phoenix based residential development, construction and management firm. EWI was
also the developer of the Casabella property.
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 Casabella.
The Partnership, DPII, and DPIII paid $71,009 to EWI ($5,681 of which was the
Partnership's portion) and delivered certain mutual releases. EWI (i)
relinquished its contract to manage Casabella and its option to exercise its
rights to 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 interest of the venture in these
Joint Ventures), which resulted in the dissolution of the Casabella Joint
Venture. EWI may still share in the cash flow distributions or the proceeds from
sale of the properties if certain performance levels are met.
On May 22, 1998, Casabella Associates sold its only material asset, Casabella, a
154-unit multi family rental property in Scottsdale, Arizona pursuant to the
terms of a Sale Agreement and Escrow Instructions (the "Agreement") dated
February 4, 1998, as amended. Casabella was sold to Casabella Condominium
Ventures Limited Partnership, a limited partnership unaffiliated with the
Partnership. The net selling price was $11,418,702 subject to certain customary
adjustments net of a credit to the purchaser of $120,000 for certain capital
improvements. Casabella Associates repaid mortgage financing in the approximate
amount of $6,750,400 at closing utilizing a portion of proceeds from the sale.
The net proceeds to Casabella Associates from the sale of Casabella were
approximately $4,570,300 of which the Partnership's share was approximately
$388,475. EWI did not share in the proceeds from sale of the properties since
certain performance levels were not satisfied. Casabella Associates recognized a
gain on sale of $2,066,086, of which the Partnership's share was approximately
$175,617 less the $65,345 difference between the Partnership's carrying value of
its investment in Casabella Associates and the amount of underlying equity in
net assets.
<PAGE>
5. Investment in Partnership, continued:
The consolidated balance sheets of Casabella Associates and Casabella Joint
Venture at June 30, 1999 and December 31, 1998, are summarized as follows:
<TABLE>
Assets: 1999 1998
---- ----
<S> <C> <C>
Property, plant and equipment $ - $11,580,507
Accumulated depreciation (2,228,967)
-----------
Property, plant and equipment, net 9,351,540
Other assets 87,933
Total assets $ - $9,439,473
=========
Liabilities and partners' equity:
Mortgage notes payable 6,734,895
Other liabilities 173,237
-------
Total liabilities 6,908,132
Partners' equity 2,531,341
Total liabilities and partners' equity$ - $9,439,473
=========
The elements of the consolidated net income from Casabella Associates and
Casabella Joint Venture for the six months ended June 30, 1999 and 1998 are
summarized as follows:
Income: 1999 1998
---- ----
<S> <C> <C>
Rental income $ - $640,283
Other income 23,062
Gain on sale of property 1,899,836
---------
2,563,181
Expenses and other deductions:
General and administrative 2,144
Operations 268,885
Depreciation and amortization 13,927
Interest 284,752
-------
569,708
Net income $ - $1,993,473
=========
</TABLE>
6. 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.
7. Related Party Transactions:
L'Auberge Communities, Inc. is a General Partner of L'Auberge Communities,
which owns a 99% interest in GP L'Auberge Communities, L.P. (formerly Berry and
Boyle Management). Due to affiliates at June 30, 1999 and
December 31, 1998 consisted of $30,816 and $57,042, respectively, relating to
reimbursable costs due to L'Auberge Communities, Inc.
In 1999 and 1998, general and administrative expenses included $27,556 and
$38,069, respectively, of salary reimbursements paid to the General Partners for
certain administrative and accounting personnel who performed services for the
Partnership.
During the six months ended June 30, 1999 and 1998, property management fees of
$25,325 and $41,645, respectively, had been paid to Residential
Services-L'Auberge, formerly Berry and Boyle Residential Services, an affiliate
of the General Partners of the Partnership. These fees are 4% of rental revenue.
8. Assets Held for Sale:
During the fourth quarter of 1997, the General Partners of the Partnership
committed to a plan to dispose of Canyon View in Tucson, Arizona. In February
1998, the Partnership entered into sales agreement (the "Sales Agreement") to
sell Canyon View to Tucson Realty Holding Co., Inc. ("TRH"), an unaffiliated
third party, for approximately $10,101,497. The sale was approved by the Limited
Partners in May 1998.
As previously report, the sale of Canyon View to TRH had been delayed because
of a lawsuit filed by
another party claiming that it had properly exercised a right of first refusal
to purchase Canyon View. On June 30, 1999 the dispute was resolved, and all
litigation terminated, through the execution of a settlement agreement by all
parties. The settlement agreement included the termination of all rights of the
holder of the right of first refusal to purchase Canyon View Apartments in
exchange for a cash payment. The Partnership's contribution, after the receipt
of an anticipated insurance reimbursement, will be $97,500.
Following the consummation of the settlement, TRH elected to withdraw
from the sale transaction with no liability to the Partnership, because of the
long delay in achieving a closing of the transaction. While there can be no
assurance, certain market conditions suggest that the Canyon View Apartments
may be sold at a potentially higher price than the price contemplated in the
Sale Agreement. Accordingly, the General Partners intend to reoffer
Canyon View for sale in an expeditious manner.
As it is the intent of the General Partners to pursue the sale of Canyon View,
the Partnership has recorded the assets at the lower of carrying value or net
realizable value and has included these amounts as Assets Held for Sale on the
Consolidated Balance Sheets as of June 30, 1999 and December 31, 1998. In
accordance with SFAS 121, the Partnership stopped depreciating these assets
effective January 1, 1998. If closing of the sale were to occur, any proceeds
from the sale of Canyon View will be allocated to the Partners in accordance
with the terms of the Partnership Agreement and the Partnership will likely be
liquidated.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This Management's Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements including those concerning the
General Partners' expectations regarding future financial performance and future
events. These forward-looking statements involve significant risk and
uncertainties, including those described herein. Actual results may differ
materially from those anticipated by such forward-looking statements.
Liquidity; Capital Resources
The working capital reserves of the Partnership consisted 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 properties. At March 31,
1999, the Partnership had cash and cash equivalents of $321,857 compared with
$256,958 at December 31, 1998. The aggregate net decrease of $64,899 resulted
from cash used by operations.
Property Status
The Partnership owns a majority joint venture interest in the Canyon View Joint
Venture, an Arizona joint venture that owns and operates Canyon View, a 168-unit
multifamily rental property in Tucson, Arizona. Until its sale in May 1998, the
Partnership owned and operated Broadmoor, a 108-unit multifamily rental property
in Colorado Springs, Colorado. The ownership of Broadmoor was formerly
structured as a joint venture of which the Partnership owned a majority
interest. With regard to the termination of the Broadmoor Pines Joint Venture,
see Note 4 of Notes to Consolidated Financial Statements. As further discussed
in Note 8 of the Notes to Consolidated Financial Statements, Canyon View is
under contract to be sold to a purchaser unaffiliated with the General Partners.
Canyon View
As of June 30, 1999, the property was 93% occupied, compared to 75%
approximately one year ago. At June 30, 1999 and 1998, the market rents for the
various unit types were as follows:
Unit Type 1999 1998
--------- ---- ----
One bedroom one bath $725 $725
Two bedroom two bath 825 765
Two bedroom two bath w/den 1,010 825
<PAGE>
Results of Operations
For three months ended June 30, 1999, the Partnership's operating results were
comprised of its share of the income and expenses from the Canyon View Joint
Venture and partnership level interest income earned on short term investments,
reduced by administrative expenses (referred to collectively in the table below
under the heading "Investment Partnership"). A summary of these operating
results (unaudited) appears below:
<TABLE>
Canyon Consolidated
View Partnership Totals
<S> <C> <C> <C>
Revenue $312,893 $1,709 $314,602
Expenses:
General and administrative - 193,119 193,119
Operations 149,259 149,259
--------------- ------------ --------------
Net income $163,634 ($191,410) $(27,776)
=============== ============ ==============
The Partnership's operating results for the three months ended June 30, 1998,
consisted of interest income, administrative expenses and the Partnership's
share of the income from Casabella Associates and the income allocated from
Canyon View and Broadmoor Pines, as follows:
Canyon Broadmoor Investment Consolidated
View Pines Partnership Totals
<S> <C> <C> <C> <C>
Total revenue $288,424 $160,749 $20,290 $469,463
Gain on sale of property 140,391 140,391
Expenses:
General and administrative - - 64,973 64,973
Operations 171,160 99,740 270,900
Depreciation and amortization 5,224 9,153 14,377
Interest 114,124 74,959 189,083
Equity in (income) loss from partnership (226,420) - 115,203 (111,217)
----------------- --------------- -------------- -----------------
64,088 183,852 180,176 428,116
----------------- --------------- -------------- -----------------
Net income $224,336 $117,288 ($159,886) $181,738
================= =============== ============== =================
For six months ended June 30, 1999, the Partnership's operating results were
comprised of its share of the income and expenses from the Canyon View Joint
Venture and partnership level interest income earned on short term investments,
reduced by administrative expenses (referred to collectively in the table below
under the heading "Investment Partnership"). A summary of these operating
results (unaudited) appears below:
Canyon Consolidated
View Partnership Totals
<S> <C> <C> <C>
Revenue $640,476 $3,776 $644,252
Expenses:
General and administrative - 280,099 280,099
Operations 311,535 311,535
--------------- ------------ --------------
Net income $328,941 ($276,323) $52,618
=============== ============ ==============
<PAGE>
For the six months ended June 30, 1998, the Partnership's operating results were
comprised of its share of the income and expenses from (i) the Canyon View Joint
Venture, (ii) Broadmoor Pines, and (iii) the Partnership's share of the income
from Casabella Associates, partnership level interest income earned on short
term investments, reduced by administrative expenses (referred to collectively
in the table below under the heading "Investment Partnership"). A summary of
these operating results (unaudited) appears below:
Canyon Broadmoor Investment Consolidated
View Pines Partnership Totals
<S> <C> <C> <C> <C>
Total revenue $612,229 $445,823 $23,746 $1,081,798
Gain on sale of property 140,391 140,391
Expenses:
General and administrative - - 127,172 127,172
Operations 335,860 210,475 546,335
Depreciation and amortization 10,448 13,254 23,702
Interest 227,709 160,194 387,903
Equity in (income) loss from - - (118,231) (118,231)
partnership
---------------- ---------------- ------------- ------------
574,017 383,923 8,941 966,881
---------------- ---------------- ------------- ------------
Net income $38,212 $202,291 $14,805 $255,308
================ ================ ============= ============
</TABLE>
Comparison of 1999 and 1998 Operating Results:
Partnership operations for 1999 generated net income of $52,618 compared with
net income of $255,308 for the corresponding period in 1998. The operating
revenue decreased by $414,966 or 39% due to the sale of Broadmoor in May 1998.
Likewise, the operating expenses decreased $234,800 or 43%. General and
administrative expenses increased by $152,927 or 55%, primarily due to the
settlement of $97,500 for the Canyon View litigation, as well as an increase of
$89,985 of legal fees, offset by $34,558 reduction of expenses including
professional fees associated with the sale of the properties in 1998, as well as
accounting fees and investor services.
Year 2000 Issues
The Partnership's management has addressed the Year 2000 issue of its management
information systems and financial reporting systems.
The remaining real-estate asset of the Partnership is Canyon View, a 168-unit
multi-family residential property. Canyon View's management information system
is AMSI and is already Year 2000 compliant.
The Partnership's only mission critical system is its financial reporting
software which is currently maintained on the Platinum accounting software
system, which has not been updated to handle the Year 2000 date change. Because
the Partnership intends to sell its remaining property, it is anticipated to be
completely liquidated by the end of 1999 and the year 2000 issue will not
materially affect the results of operations or financial condition of the
Partnership. However, if any financial information for the Partnership needs to
be maintained into the year 2000, the Partnership's management has already
purchased AMSI's financial reporting system, which is Year 2000 compliant. The
financial records would be transferred to the AMSI accounting software prior to
the end of 1999.
The accounting systems are run on a Novell network, has been upgraded for
compliance with the Year 2000. The Partnership's share of the cost of this
upgrade was approximately $460.
Management anticipates that all essential functions relative to maintaining the
Partnership, if any remain at that time, will be operational and the costs
associated with Year 2000 compliance will not have a material impact on the
Partnership.
<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: August 12, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Dec-31-1999
<PERIOD-END> Jun-30-1999
<CASH> 122,340
<SECURITIES> 0
<RECEIVABLES> 96,700
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 12,556,811
<DEPRECIATION> (2,991,565)
<TOTAL-ASSETS> 9,785,976
<CURRENT-LIABILITIES> 188,513
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 9,597,463
<TOTAL-LIABILITY-AND-EQUITY> 9,785,976
<SALES> 0
<TOTAL-REVENUES> 329,650
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 591,634
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 52,618
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
