FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 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: 0-16862
CAPITAL SOURCE II L.P.-A
(Exact name of registrant as specified in its charter)
Delaware 38-2684691
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
Suite 400, 1004 Farnam Street, Omaha, Nebraska 68102
(Address of principal executive offices) (Zip Code)
(402) 444-1630
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (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
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> -i-
Part I. Financial Information
Item 1. Financial Statements
CAPITAL SOURCE II L.P.-A
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
March 31, 1997 Dec. 31, 1996
-------------- --------------
<S> <C> <C>
Assets
Investment in real estate:
Land $ 2,800,750 $ 2,800,750
Buildings 23,055,361 23,055,361
Personal property 1,604,360 1,597,666
-------------- -------------
27,460,471 27,453,777
Less accumulated depreciation (5,830,422) (5,664,440)
-------------- -------------
Net investment in real estate 21,630,049 21,789,337
Cash and temporary cash investments, at cost
which approximates market value (Note 5) 2,169,803 2,430,937
Escrow deposits and property reserves 894,994 771,061
Investment in mortgage-backed securities (Note 5) 1,120,574 1,171,079
Interest and other receivables 21,170 23,125
Deferred mortgage issuance costs net of accumulated
amortization of $708,997 in 1997 and $681,197 in 1996 1,672,854 1,700,654
Other assets 237,052 220,229
-------------- --------------
$ 27,746,496 $ 28,106,422
============== ==============
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable and accrued expenses $ 898,135 $ 874,562
Distribution payable (Note 3) 546,968 546,968
Due to general partners and their affiliates (Note 4) 1,056,231 1,099,709
-------------- --------------
2,501,334 2,521,239
-------------- --------------
Minority interest 206,313 206,460
-------------- --------------
Partners' Capital (Deficit)
General Partners (316,070) (312,671)
Limited Partners ($6.32 per BAC in 1997 and $6.41 in 1996) 25,354,919 25,691,394
-------------- --------------
25,038,849 25,378,723
-------------- --------------
$ 27,746,496 $ 28,106,422
============== ==============
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE> -1-
CAPITAL SOURCE II L.P.-A
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
For the For the
Quarter Ended Quarter Ended
March 31, 1997 March 31, 1996
-------------- --------------
<S> <C> <C>
Income
Rental income $ 1,257,440 $ 1,206,419
Interest income on temporary cash investments and
U.S. government securities 29,971 49,628
Mortgage-backed securities income 21,484 23,945
Other income 44,521 34,157
-------------- --------------
1,353,416 1,314,149
-------------- --------------
Expenses
Real estate operating expenses 528,958 472,591
Depreciation 165,982 169,645
General and administrative expenses (Note 4)
Investor servicing 78,360 66,620
Professional fees 11,650 12,450
Other expenses 4,526 4,337
Asset management and partnership administration fees (Note 4) 41,500 41,500
Amortization 27,800 27,694
-------------- --------------
858,776 794,837
-------------- --------------
Minority interest in losses of Operating Partnerships 147 353
-------------- --------------
Net income $ 494,787 $ 519,665
============== ==============
Net income allocated to:
General Partners $ 4,948 $ 5,197
Limited Partners 489,839 514,468
-------------- --------------
$ 494,787 $ 519,665
============== ==============
Net income per BAC $ .12 $ .13
============== ==============
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
FOR THE QUARTER ENDED MARCH 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
-------------- -------------- --------------
<S> <C> <C> <C>
Partners' Capital (Deficit) (excluding net unrealized holding gain)
Balance at December 31, 1996 $ (313,033) $ 25,655,514 $ 25,342,481
Net income 4,948 489,839 494,787
Cash distributions paid or accrued (Note 3) (8,205) (812,247) (820,452)
-------------- -------------- --------------
(316,290) 25,333,106 25,016,816
-------------- -------------- --------------
Net unrealized holding gain
Balance at December 31, 1996 362 35,880 36,242
Net change (142) (14,067) (14,209)
-------------- -------------- --------------
220 21,813 22,033
-------------- -------------- --------------
Balance at March 31, 1997 $ (316,070) $ 25,354,919 $ 25,038,849
============== ============== ==============
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE> -2-
CAPITAL SOURCE II L.P.-A
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the For the
Quarter Ended Quarter Ended
March 31, 1997 March 31, 1996
-------------- --------------
<S> <C> <C>
Cash flows from operating activities
Net income $ 494,787 $ 519,665
Adjustments to reconcile net income to net cash
from operating activities
Depreciation and amortization 193,782 197,339
Amortization of discount on government securities (402) (8,247)
Minority interest in losses of Operating Partnerships (147) (353)
Decrease in interest and other receivables 1,955 41,878
Increase in escrow deposits and property reserves (123,933) (165,728)
Decrease (increase) in other assets (16,823) 6,565
Increase in accounts payable and accrued expenses 23,573 8,429
Decrease in due to general partners and their affiliates (43,478) (83,306)
-------------- --------------
Net cash provided by operating activities 529,314 516,242
-------------- --------------
Cash flows from investing activities
Principal payments on mortgage-backed securities 36,698 28,973
Acquisition of personal property (6,694) (10,692)
Disposition of U.S. government securities - 2,500,000
Acquisition of buildings and construction in progress - (16,425)
-------------- --------------
Net cash provided by investing activities 30,004 2,501,856
-------------- --------------
Cash flow used in financing activity
Distributions (820,452) (820,452)
-------------- --------------
Net increase (decrease) in cash and temporary cash investments (261,134) 2,197,646
Cash and temporary cash investments at beginning of period 2,430,937 757,381
-------------- --------------
Cash and temporary cash investments at end of period $ 2,169,803 $ 2,955,027
============== ==============
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE> -3-
CAPITAL SOURCE II L.P.-A
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
1. Organization
Capital Source II L.P.-A (the Partnership) was formed on August 22, 1986,
under the Delaware Revised Uniform Limited Partnership Act. The General
Partners of the Partnership are Insured Mortgage Equities II L.P. and America
First Capital Source II, L.L.C. (the General Partners).
The Partnership provided virtually 100% of the debt and equity financing for
five multifamily rental housing properties. The Partnership's investment in
the properties consisted of: (i) approximately 85% in the form of permanent
mortgages and/or loans to fund construction, and (ii) the balance to purchase
up to a 99% limited partnership interest in the Operating Partnerships which
developed, own and operate the properties. Each loan is insured or
guaranteed, in an amount substantially equal to the face amount of the
mortgage, by the Federal Housing Administration (FHA) or the Government
National Mortgage Association (GNMA). The Partnership has been repaid by GNMA
on one of its GNMA Certificates and the related property has been deeded to
GNMA in lieu of foreclosure thus eliminating the Partnership's Equity
Investment. The four remaining Operating Partnerships are geographically
located as follows: (i) two in Michigan; and, (ii) one each in Florida and
North Carolina.
CS Properties II, Inc. which is owned by affiliates of the General Partners,
serves as the Special Limited Partner for the Operating Partnerships. The
Special Limited Partner has the power, among other things, to remove the
general partners of the Operating Partnerships under certain circumstances and
to consent to the sale of the operating partnerships' assets.
The Partnership will terminate subsequent to the sale of all properties but in
no event will the Partnership continue beyond December 31, 2035.
2. Summary of Significant Accounting Policies
A)Financial Statement Presentation
The consolidated financial statements include the accounts of the
Partnership and four subsidiary Operating Partnerships. The Partnership is
a limited partner with an ownership interest in three of the subsidiary
Operating Partnerships of up to 99%. The Partnership's ownership interest
in The Ponds at Georgetown L.P. is 68.70%. The remaining limited partner
interest of 30.29% is owned by Capital Source L.P., an affiliate of the
General Partners. All significant intercompany accounts and transactions
have been eliminated in consolidation.
The consolidated financial statements are prepared without audit on the
accrual basis of accounting in accordance with generally accepted
accounting principles. The financial statements should be read in
conjunction with the financial statements and notes thereto included in
the Partnership's Annual Report on Form 10-K for the year ended
December 31, 1996. In the opinion of management, all normal and recurring
adjustments necessary to present fairly the financial position at
March 31, 1997, and results of operations for all periods presented
have been made.
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.
B)Investment in Real Estate
The Partnership's investment in real estate is carried at cost less
accumulated depreciation. The carrying value of each property does not
exceed net realizable value.
<PAGE> -4-
CAPITAL SOURCE II L.P.-A
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
C)Investment in Mortgage-Backed Securities
Investment securities are classified as held-to-maturity,
available-for-sale or trading. Investments classified as held-to-maturity
are carried at amortized cost. Investments classified as
available-for-sale are reported at fair value with any unrealized gains or
losses excluded from earnings and reflected as a separate component of
partners' capital. Subsequent increases and decreases in the net
unrealized gain/loss on the available-for-sale securities are reflected as
adjustments to the carrying value of the portfolio and adjustments to the
component of partners' capital. The Partnership does not have investment
securities classified as trading.
D)Depreciation and Amortization
Depreciation of real estate is based on the estimated useful life of the
properties using the straight-line method. Deferred mortgage issuance
costs are being amortized using the effective yield method over the
40 year term of the respective loan.
E)Revenue Recognition
The Operating Partnerships lease multifamily rental units under operating
leases with terms of one year or less. Rental revenue is recognized net
of any vacancy losses and rental concessions offered.
F)Income Taxes
No provision has been made for income taxes since BAC Holders are required
to report their share of the Partnership's income for federal and state
income tax purposes.
G)Temporary Cash Investments
Temporary cash investments are invested in short-term debt securities
purchased with original maturities of three months or less.
H)Net Income per Beneficial Assignment Certificate (BAC)
Net income per BAC was calculated based on the number of BACs outstanding
(4,011,101) during each period presented.
3. Partnership Income, Expenses and Cash Distributions
Profits and losses from normal operations and cash available for distribution
will be allocated 99% to the investors and 1% to the General Partners.
Certain fees payable to the General Partners will not become due until
investors have received certain priority returns. Cash distributions included
in the consolidated financial statements represent the actual cash
distributions made during each period and the cash distributions accrued at
the end of each period.
The General Partners will receive 1% of the net proceeds from any sale of
Partnership assets. The General Partners will receive a termination fee equal
to 3% of all sales proceeds less actual costs incurred in connection with all
sales transactions, payable only after the investors have received a return of
their capital contributions and an 11.5% annual return on a cumulative basis.
The General Partners will also receive a fee equal to 9.1% of all cash
available for distribution and sales proceeds (after deducting from cash
available or sales proceeds any termination fee paid therefrom) after
investors have received a return of their capital contributions and an 11.5%
annual return on a cumulative basis.
<PAGE> -5-
CAPITAL SOURCE II L.P.-A
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
4. Transactions with Related Parties
The General Partners, certain of their affiliates and the operating
partnerships' general partners have received or may receive fees,
compensation, income, distributions and payments from the Partnership in
connection with the offering and the investment, management and sale of the
Partnership's assets (other than disclosed elsewhere) as follows.
The Operating Partnerships' general partners provide various on-site property
development and management services. There were no property development and
management fees incurred in 1997. Unpaid fees which are non-interest bearing
are included in amounts due to general partners and their affiliates on the
accompanying consolidated balance sheets and will be paid as the Operating
Partnerships reach specified performance standards, or upon sale of the
related property.
The General Partners are entitled to receive an asset management and
partnership administrative fee equal to 0.5% of invested assets per annum, the
first $50,000 of which will be paid each year with the balance payable only
during such years that a 6.5% annual return has been paid to investors on a
noncumulative basis. An additional fee equal to 0.5% of invested assets per
annum will be payable only during those years that an 11.5% annual return has
been paid to investors on a noncumulative basis. Any unpaid amounts will
accrue and be payable only after an 11.5% annual return to investors has been
paid on a cumulative basis and the investors have received the return of their
capital contributions. Asset management and partnership administration fees
of $41,500 were incurred during 1997.
Amounts due to general partners and their affiliates consisted of the
following at March 31, 1997:
Unpaid property development and management fees $ 100,709
Operating deficit and construction loans 849,772
Unpaid asset management and partnership administrative fees 105,750
--------------
$ 1,056,231
==============
Substantially all of the Partnership's general and administrative expenses are
paid by a General Partner or an affiliate and reimbursed by the Partnership.
The amount of such expenses reimbursed to the General Partner during 1997 was
$110,176. The reimbursed expenses are presented on a cash basis and do not
reflect accruals made at quarter end.
An affiliate of America First Capital Source II, L.L.C. has been retained to
provide property management services for The Ponds at Georgetown beginning in
November 1996. The fees for services provided were $7,192 for 1997 and
represented the lower of costs incurred in providing management of the
property or customary fees for such services determined on a competitive basis.
5. Partnership Reserve Account
The Partnership maintains a reserve account which consisted of the following
at March 31, 1997:
Cash and temporary cash investments $ 1,453,110
GNMA Certificates 1,120,574
--------------
$ 2,573,684
==============
The reserve account was established to maintain working capital for the
Partnership and is available to supplement distributions to investors or for
other contingencies related to the ownership of investments and the operation
of the Partnership. The GNMA Certificates mature between 2008 and 2009. At
March 31, 1997, the total amortized cost, gross unrealized holding gains and
aggregate fair value of available-for-sale securities were $1,098,541, $22,033
and $1,120,574, respectively.
<PAGE> -6-
CAPITAL SOURCE II L.P.-A
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
6. Parent Company Only Financial Information
Generally accepted accounting principles require that the Partnership`s
financial statements consolidate the Operating Partnerships since the
Partnership holds a majority ownership interest and, through CS Properties II,
Inc., it can influence decisions of the general partners in certain
circumstances. In the consolidated financial statements, the Partnership`s
investment in FHA Loans and GNMA Certificates is eliminated against the
related mortgage payable recorded by the operating partnership. If a mortgage
loan goes into default and is foreclosed upon by FHA or GNMA, the respective
agency may, at their discretion, repay the FHA Loan or the GNMA Certificate.
If this occurs, the Partnership`s investment in the operating partnership
would be eliminated, resulting in the recognition of a gain on the
Partnership`s financial statements. This arises because consolidation
accounting does not allow the Partnership to stop recording losses from the
Operating Partnerships when the net investment is reduced to zero.
The parent company only financial information below represents the condensed
financial information of the Partnership using the equity method of accounting
for the investment in Operating Partnerships, rather than the consolidation of
those partnerships. Under the equity method of accounting, the Partnership`s
capital contributions are adjusted to reflect its share of Operating
Partnership profits or losses and distributions. The investment in Operating
Partnerships represents the Partnership`s limited partnership interest in the
accumulated deficits of those Operating Partnerships. The parent company only
information is provided to more clearly present the Partnership`s investment
in the Operating Partnerships. Since the Partnership is not a general
partner, it is not obligated to fund the negative balances. If the
investments in all Operating Partnerships were eliminated at March 31, 1997,
Partnership capital would increase by $5,207,694 ($1.29 per BAC).
The FHA Loans and the GNMA Certificates are collateralized by first mortgage
loans on the properties owned by the Operating Partnerships and are guaranteed
or insured as to principal and interest by FHA or GNMA. The FHA insured
mortgage loans are subject to a 1% assignment fee. The obligations of FHA and
GNMA are backed by the full faith and credit of the United States government.
Parent Company Only
Condensed Balance Sheets
<TABLE>
<CAPTION>
March 31, 1997 Dec. 31, 1996
-------------- --------------
<S> <C> <C>
Assets
Cash and temporary cash investments $ 2,169,803 $ 2,430,937
Investment in FHA Loan 6,560,963 6,568,139
Investment in GNMA Certificates 21,820,920 21,895,675
Investment in Operating Partnerships (5,207,694) (5,198,166)
Interest receivable 218,077 219,661
Other assets 215,517 225,743
-------------- --------------
$ 25,777,586 $ 26,141,989
============== ==============
Liabilities and Partners' Capital
Liabilities
Accounts payable $ 191,769 $ 216,298
Distribution payable 546,968 546,968
-------------- --------------
738,737 763,266
-------------- --------------
Partners' Capital 25,038,849 25,378,723
-------------- --------------
$ 25,777,586 $ 26,141,989
============== ==============
</TABLE>
<PAGE> -7-
CAPITAL SOURCE II L.P.-A
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
Parent Company Only
Condensed Statements of Income
<TABLE>
<CAPTION>
For the For the
Quarter Ended Quarter Ended
March 31, 1997 March 31, 1996
-------------- --------------
<S> <C> <C>
Income
Mortgage and mortgage-backed securities income $ 626,978 $ 632,116
Interest income on temporary cash investments
and U.S. government securities 28,167 46,549
Equity in losses of Operating Partnerships (9,528) (19,349)
Other income 800 850
-------------- --------------
646,417 660,166
Expenses
Operating and administrative 151,630 140,501
-------------- --------------
Net income $ 494,787 $ 519,665
============== ==============
</TABLE>
Parent Company Only
Condensed Statements of Cash Flows
<TABLE>
<CAPTION>
For the For the
Quarter Ended Quarter Ended
March 31, 1997 March 31, 1996
-------------- --------------
<S> <C> <C>
Cash flows from operating activities
Net income $ 494,787 $ 519,665
Adjustments to reconcile net income to net cash
from operating activities
Equity in losses of Operating Partnerships 9,528 19,349
Amortization 15,594 15,594
Other non-cash adjustments (28,715) (94,188)
-------------- --------------
Net cash provided by operating activities 491,194 460,420
-------------- --------------
Cash flows from investing activities
FHA Loan and GNMA Certificate principal payments 68,124 57,678
Disposition of U.S. government securities - 2,500,000
-------------- --------------
Net cash provided by investing activities 68,124 2,557,678
-------------- --------------
Cash flow used in financing activity
Distributions (820,452) (820,452)
-------------- --------------
Net increase (decrease) in cash and temporary cash investments (261,134) 2,197,646
Cash and temporary cash investments at beginning of period 2,430,937 757,381
-------------- --------------
Cash and temporary cash investments at end of period $ 2,169,803 $ 2,955,027
============== ==============
</TABLE>
7. Subsequent Event
As previously reported, the Ponds at Georgetown is delinquent on its property
taxes and a tax sale of the property was scheduled for May 1997. On April 29,
1997, the Partnership funded $124,450 from its reserves to assist the property
in paying a portion of its property taxes in order to avoid the tax sale of
the property in May 1997. The Partnership continues to explore a number of
alternatives with the mortgage holder to determine the best course of action to
pursue, including a possible restructuring of the mortgage loan.
<PAGE> -8-
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Liquidity and Capital Resources
The Partnership originally acquired: (i) four GNMA Certificates which are
guaranteed as to principal and interest by the Government National Mortgage
Association (GNMA) collateralized by first mortgage loans on multifamily
housing properties located in three states; (ii) an FHA Loan which is insured
as to principal and interest by the Federal Housing Administration (FHA) on a
multifamily housing property; and (iii) Partnership Equity Investments in five
Operating Partnerships which own the multifamily properties financed by the
GNMA Certificates and the FHA Loan. During 1992, one of the properties was
deeded to GNMA in lieu of foreclosure, thus eliminating the Partnership Equity
Investment in this Property. In March 1993, the GNMA Certificate related to
this property was paid in full. Collectively, the remaining GNMA
Certificates, the FHA Loan, and the Partnership Equity Investments are
referred to as the "Permanent Investments". The Partnership has also invested
amounts held in its reserve account in certain GNMA securities backed by pools
of single-family mortgages (Reserve Investments). The obligations of GNMA and
FHA are backed by the full faith and credit of the United States government.
The FHA Loan, GNMA Certificates and Partnership Equity Investments in
Operating Partnerships represent the Partnership's principal assets as shown
in the Parent Company Only Financial Information in Note 6 to the financial
statements. The parent company information is presented using the equity
method of accounting for the investment in Operating Partnerships. Generally
accepted accounting principles, however, require that the Partnership's
financial statements consolidate the Operating Partnerships, since the
Partnership holds a majority ownership interest in each Operating Partnership,
and can influence decisions of the general partners in certain circumstances.
The following FHA Loan and GNMA Certificates were owned by the Partnership at
March 31, 1997.
<TABLE>
<CAPTION>
Guaranteed Interest Maturity Principal
Property Name or Insured by Rate Date Balance
- ----------------------------------- --------------- ------------ -------------- --------------
<S> <C> <C> <C> <C>
Crane's Landing GNMA 8.75% 12-15-2030 $ 10,265,704
Delta Crossing FHA 9.10% 10-01-2030 6,560,963
Monticello Apartments GNMA 8.75% 11-15-2029 5,349,442
The Ponds at Georgetown GNMA 9.00% 12-15-2029 5,085,200
Pools of single-family mortgages GNMA 7.58% (1) 2008 to 2009 1,120,574
--------------
$ 28,381,883
==============
(1)Represents yield to the Partnership.
</TABLE>
<PAGE> -9-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Distributions
Cash distributions paid or accrued per BAC were as follows:
<TABLE>
<CAPTION>
For the For the
Quarter Ended Quarter Ended
March 31, 1997 March 31, 1996
-------------- --------------
<S> <C> <C>
Regular monthly distributions
Income $ .1221 $ .1283
Return of capital .0804 .0742
-------------- --------------
$ .2025 $ .2025
============== ==============
Distributions
Paid out of cash flow $ .1451 $ .1511
Paid out of reserves .0574 .0514
-------------- --------------
$ .2025 $ .2025
============== ==============
</TABLE>
Regular monthly distributions to BAC Holders consist primarily of interest
received on the FHA Loan, GNMA Certificates and the Reserve Investments.
Additional cash for distributions is received from other investments. The
Partnership may draw on reserves to pay operating expenses or to supplement
cash distributions to investors. The Partnership is permitted to replenish
reserves with cash flows in excess of distributions paid. For the quarter
ended March 31, 1997, $232,419 was withdrawn from reserves to supplement
regular monthly cash distributions. The total amount held in reserves at
March 31, 1997, was $2,573,684 of which $1,120,574 was invested in
mortgage-backed securities.
The Partnership believes that cash provided by operating activities and, if
necessary, withdrawals from the Partnership's reserves will be adequate to
meet its short-term and long-term liquidity requirements, including the
payments of distributions to BAC Holders. The Partnership has no other
internal or external sources of liquidity. Under the terms of its Partnership
Agreement, the Partnership has the authority to enter into short- and
long-term debt financing arrangements; however, the Partnership currently does
not anticipate entering into such arrangements. The Partnership is not
authorized to issue additional BACs to meet short-term and long-term liquidity
requirements.
Asset Quality
The FHA Loan and GNMA Certificates owned by the Partnership are guaranteed as
to principal and interest by FHA and GNMA, respectively. The obligations of
FHA and GNMA are backed by the full faith and credit of the United States
government. The Partnership Equity Investments, however, are not insured or
guaranteed. The value of these investments is a function of the value of the
real estate owned by the Operating Partnerships.
As previously reported, the Ponds at Georgetown is delinquent on its property
taxes and a tax sale of the property was scheduled for May 1997. On April 29,
1997, the Partnership funded $124,450 from its reserves to assist the property
in paying a portion of its property taxes in order to avoid the tax sale of
the property in May 1997. The Partnership continues to explore a number of
alternatives with the mortgage holder to determine the best course of action to
pursue, including a possible restructuring of the mortgage loan.
The overall status of the Partnership's other investments has remained
relatively constant since December 31, 1996.
<PAGE> -10-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following table shows the occupancy levels of the properties financed by
the Partnership as of March 31, 1997:
<TABLE>
<CAPTION>
Number Percentage
Number of Units of Units
Property Name Location of Units Occupied Occupied
- ------------------------------------- ------------------ --------- ---------- ----------
<S> <C> <C> <C> <C>
Crane's Landing Winter Park, FL 252 250 99%
Delta Crossing Charlotte, NC 178 164 92%
Monticello Apartments Southfield, MI 106 103 97%
The Ponds at Georgetown Ann Arbor, MI 134 128 96%
--------- ---------- ----------
670 645 96%
========= ========== ==========
</TABLE>
RESULTS OF OPERATIONS
The table below compares the results of operations for each period shown.
<TABLE>
<CAPTION>
For the For the Increase
Quarter Ended Quarter Ended (Decrease)
March 31, 1997 March 31, 1996 From 1996
-------------- -------------- --------------
<S> <C> <C> <C>
Rental income $ 1,257,440 $ 1,206,419 $ 51,021
Interest income on temporary cash investments
and U.S. government securities 29,971 49,628 (19,657)
Mortgage-backed securities income 21,484 23,945 (2,461)
Other income 44,521 34,157 10,364
-------------- -------------- --------------
1,353,416 1,314,149 39,267
-------------- -------------- --------------
Real estate operating expenses 528,958 472,591 56,367
Depreciation 165,982 169,645 (3,663)
Investor servicing 78,360 66,620 11,740
Professional fees 11,650 12,450 (800)
Other expenses 4,526 4,337 189
Asset management and partnership administration fees 41,500 41,500 -
Amortization 27,800 27,694 106
-------------- -------------- --------------
858,776 794,837 63,939
-------------- -------------- --------------
Minority interest in losses of Operating Partnerships 147 353 (206)
-------------- -------------- --------------
Net income $ 494,787 $ 519,665 $ (24,878)
============== ============== ==============
</TABLE>
Rental income is recognized net of any vacancy losses and rental concessions
offered. Rental income, net of real estate operating expenses, depreciation,
and amortization, decreased $1,789 for the quarter ended March 31, 1997,
compared to the same period in 1996. Rental income increased for the quarter
ended March 31, 1997, compared to the same period in 1996, primarily due to
increases in rental revenue of approximately 7% at Crane's Landing and 5% at
Monticello. These increases resulted primarily from increases in average
occupancy. The increase in rental income, however, was more than offset by
an increase in real estate operating expenses, primarily due to increases in
repairs and maintenance expenses and property improvements at several of the
Partnership's properties.
Interest income on temporary cash investments and U.S. government securities
decreased for the quarter ended March 31, 1997, compared to the same period in
1996, due to withdrawls made from the Partnership's reserves during 1996 and
1997 to supplement distributions to BAC holders.
<PAGE> -11-
Mortgage-backed securities income decreased for the quarter ended March 31,
1997, compared to the same period in 1996, due to the continued amortization
of the principal balances of the Partnership's mortgage-backed securities.
Other income consists primarily of corporate unit rentals, garage rentals,
washer/dryer and vending income generated by the Partnership's properties.
Other income increased for the quarter ended March 31, 1997, compared to the
same period in 1996, due primarily to an increase in corporate unit rentals at
the Ponds at Georgetown.
Investor servicing expenses increased for the quarter ended March 31, 1997,
compared to the same period in 1996, due primarily to an increase in salaries
and related expenses.
<PAGE> -12-
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
4(a) Agreement of Limited Partnership of Capital Source II
L.P.-A (incorporated herein by reference from Exhibit A of
the Prospectus contained in the Registrant's Post
Effective Amendment No. 4 dated February 5, 1987, to the
Registration Statement on Form S-11 (Commission File No.
0-16862)).
4(b) Beneficial Assignment Certificate (incorporated by
reference from Exhibit 10(a) to the Registrant's Amendment
No. 2 dated January 27, 1987, to the Registration
Statement on Form S-11 (Commission File No. 0-16862)).
(b) Form 8-K
The registrant did not file a report on Form 8-K during the
quarter for which this report is filed.
<PAGE> -13-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CAPITAL SOURCE II L.P. A
By America First Capital
Source II, L.L.C., General
Partner of the Registrant
By /s/ Michael Thesing
Michael Thesing,
Vice President and
Principal Financial Officer
Date: May 13, 1997
<PAGE> -14-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
CONSOLIDATED STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 2,169,803
<SECURITIES> 1,120,574
<RECEIVABLES> 21,170
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,085,967
<PP&E> 27,460,471
<DEPRECIATION> (5,830,422)
<TOTAL-ASSETS> 27,746,496
<CURRENT-LIABILITIES> 1,445,103
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 25,038,849
<TOTAL-LIABILITY-AND-EQUITY> 27,746,496
<SALES> 0
<TOTAL-REVENUES> 1,353,416
<CGS> 0
<TOTAL-COSTS> 858,776
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 494,787
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 494,787
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
