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 March 31, 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. 0-16456
Development Partners II
(A Massachusetts Limited Partnership)
(Exact name of registrant as specified in its charter)
Massachusetts 04-2946004
(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)
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>
<TABLE>
DEVELOPMENT PARTNERS II
(A Massachusetts Limited Partnership)
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
---------------
ASSETS
March 31
1996 December 31,
(Unaudited) 1995
Property, at cost (Notes 2, 4, and 6):
<S> <C> <C>
Land $5,150,251 $5,148,247
Buildings and improvements 15,989,689 15,989,689
Equipment, furnishings and fixtures 2,095,582 2,077,104
----------------- ------------------
23,235,522 23,215,040
Less accumulated depreciation (4,461,805) (4,359,624)
----------------- ------------------
18,773,717 18,855,416
Cash and cash equivalents (Notes 2 and 3) 526,162 432,596
Short-term investments (Note 2) 74,434 199,599
Deposits and prepaid expenses 2,472 2,472
Accounts receivable 350 3,300
Investment in partnership (Notes 2 and 5) 1,437,051 1,459,833
Deferred costs 9,300 9,300
Deferred expenses, net of accumulated
amortization of $497,942 and $492,788 (Note 2) 29,230 34,384
----------------- ------------------
Total assets $20,852,716 $20,996,900
================= ==================
Mortgage notes payable (Note 6) 9,967,371 9,991,674
Accounts payable 82,870 87,245
Accrued expenses 168,762 178,844
Due to affiliates (Note 8) (4,791) 11,678
Rents received in advance - -
Tenant security deposits 59,505 60,630
----------------- ------------------
Total liabilities 10,273,717 10,330,071
Minority Interest (Note 4) 753,223 754,849
Partners' equity (Note 7) 9,825,776 9,911,980
----------------- ------------------
Total liabilities and partners' equity $20,852,716 $20,996,900
================= ==================
<PAGE>
DEVELOPMENT PARTNERS II
(A Massachusetts Limited Partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
-------------
Three Months Ended
March 31,
1996 1995
---- ----
<S> <C> <C>
Rental income $640,734 $688,316
Rental operating expenses 276,204 283,120
-------------- -----------------
Net operating income (excluding items
shown separately below) 364,530 405,196
Interest 245,343 247,518
Depreciation and amortization 107,339 110,465
Other (income) and expenses:
Interest income (5,603) (12,496)
General and administrative (Note 9) 69,150 47,113
Equity in (income) loss from partnership (10,073) (14,593)
(Note 6)
-------------- -----------------
53,474 20,024
-------------- -----------------
Net loss before minority interest (41,626) 27,189
Minority interests' equity in
subsidiary (income) loss (Note 5) 1,626 (4,521)
-------------- -----------------
Net loss ($40,000) $22,668
============== =================
Net loss allocated to:
General Partners (400) 453
Per unit of Investor Limited
Partner interest:
36,963 units issued (1.07) 0.60
<PAGE>
DEVELOPMENT PARTNERS II
(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, 1994 (70,099) 10,432,258 10,362,159
Cash distributions (6,902) (338,211) (345,113)
Net loss (1,051) (104,015) (105,066)
-------------- ----------------- ------------------
Balance at December 31, 1995 (78,052) 9,990,032 9,911,980
Cash distributions 0 (46,204) (46,204)
Net loss (400) (39,600) (40,000)
-------------- ----------------- ------------------
Balance at March 31, 1996 ($78,452) $9,904,228 $9,825,776
============== ================= ==================
<PAGE>
DEVELOPMENT PARTNERS II
(A Massachusetts Limited Partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Increase (decrease) in cash and cash equivalents
-------------
Three Months Ended
March 31,
1996 1995
---- ----
Cash flows from operating activities:
<S> <C> <C>
Interest received $7,605 $6,494
Cash received from rental income 639,609 681,553
Administrative expenses (76,707) (72,307)
Rental operations expenses (296,626) (269,216)
Interest paid (245,343) (247,609)
-------------- -----------------
Net cash provided by operating activities 28,538 98,915
Cash flows from investing activities:
Purchase of fixed assets (20,482) (68,732)
Purchases of short-term investments (74,151) 0
Proceeds from maturities of short-term 197,314 145,076
investments
Distributions received from partnership 32,856 0
Deferred costs 0 (4,904)
-------------- -----------------
Net cash provided (used) by investing activities 135,537 71,440
Cash flows from financing activities:
Distributions to partners (46,204) (94,294)
Principal payments on mortgage notes payable (24,303) (22,556)
Distributions to the minority interest - (5,716)
Contributions from the minority interest - 11,052
Net cash provided (used) by financing activities (70,507) (111,514)
-------------- -----------------
Net increase (decrease) in cash and cash 93,568 58,841
equivalents
Cash and cash equivalents at beginning of year 432,596 193,329
-------------- -----------------
Cash and cash equivalents at end of year $526,164 $252,170
============== =================
<PAGE>
DEVELOPMENT PARTNERS II
(A Massachusetts Limited Partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Increase (decrease) in cash and cash equivalents
-------------
Reconciliation of net loss to net cash provided by operating activities:
Three Months Ended
March 31,
1996 1995
---- ----
<S> <C> <C>
Net loss ($40,000) $22,668
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 107,339 110,465
Equity in (income) loss from partnership (10,073) (14,593)
Minority interests' equity in subsidiary income (1,626) 4,521
(loss)
Decrease (increase) in accounts and interest receivable 4,952 (5,869)
Decrease (increase) in prepaid expenses (1,136)
-
Decrease (increase) in accounts
payable and accrued expenses (14,460) (5,182)
Increase (decrease) in due to affiliates (16,469) (5,196)
Increase (decrease) in rents received in (0) (4,988)
advance
Increase (decrease) in tenant security (1,125) (1,775)
deposits
-------------- -----------------
Net cash provided by operating activities $28,538 $98,915
============== =================
</TABLE>
<PAGE>
BERRY AND BOYLE DEVELOPMENT PARTNERS II
(A Massachusetts Limited Partnership)
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------
1. Organization of Partnership:
Development Partners II (A Massachusetts Limited Partnership) (the
"Partnership"), formerly Berry and Boyle Development Partners II, was formed on
January 9, 1987. GP L'Auberge Communities, L.P., a California Limited
Partnership, (formerly Berry and Boyle Management) and Stephen B. Boyle are the
General Partners. In September, 1995, with the consent of Limited Partners
holding a majority of the outstanding Units, as well as the consent of the
mortgage lenders for the Partnership's three properties, Richard G. Berry
resigned as a general partner of the Partnership. 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.
On February 13, 1987 the Securities and Exchange Commission declared the
Partnership's public offering of up to 60,000 units of Limited Partnership
Interests at $500 per unit (the "Units") effective and the marketing and sale of
the Units commenced shortly thereafter. The initial closing of the offering took
place on June 30, 1987 at which time the holders of 5,231 Units were admitted to
the Partnership. The Partnership continued to admit subscribers monthly
thereafter until August 10, 1988 when it terminated the offering having admitted
1,918 investors acquiring 36,963 Units totaling $18,481,500. There were 1,934
investors at March 31, 1996.
The accompanying consolidated financial statements present the activity of the
Partnership for the years ended March 31, 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, by
the dissolution and liquidation of the Joint Ventures or as otherwise provided
in the Partnership Agreement.
2. Significant Accounting Policies:
A. Basis of Presentation
The consolidated financial statements include the accounts of the
Partnership and its subsidiaries: The Pines on Cheyenne Creek Joint
Venture, Mariposa Joint Venture and Canyon View East 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 basis 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 March 31, 1996, short term investments consist solely of various
forms of U. S. Government backed securities, with an aggregate par
value of $75,000, which mature in June, 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.
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 39-40 years
Equipment, furnishings and fixtures 5-15 years
F. Deferred Expenses
Costs of obtaining the 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 6) are being amortized over a three year period.
G. Income Taxes
The Partnership is not liable for Federal or state income taxes because
Partnership income or loss is allocated to the Partners for income tax
purposes. If the Partnership's tax returns are examined by the Internal
Revenue Service or state taxing authority and such an examination
results in a change in Partnership taxable income (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 March 31, 1996 and December 31, 1995 consisted of
the following:
1996 1995
---- ----
Cash on hand $ 36,752 $ 56,838
Certificate of deposit 202,763 100,000
Money market accounts 286,647 275,758
------- -------
$526,162 $432,596
======= =======
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.
Cheyenne Creek
On September 26, 1988, the Partnership and a limited partnership affiliated with
the General Partners (the "Affiliated Partnership") acquired L'Auberge Cheyenne
Creek ("Cheyenne Creek"), formerly The Pines on Cheyenne Creek, a 108-unit
residential property located in Colorado Springs, Colorado and simultaneously
contributed the property to the Pines on Cheyenne Creek Joint Venture comprised
of the Partnership, the Affiliated Partnership and the property developer. The
Partnership owns a majority interest in the Pines on Cheyenne Creek Joint
Venture and, therefore, the accounts and operations of the Pines on Cheyenne
Creek Joint Venture have been consolidated into those of the Partnership. The
Partnership and the Affiliated Partnership have been designated the co-managing
joint venture partners of the Pines on Cheyenne Creek Joint Venture and will
have control over all decisions affecting the joint venture and the property.
In accordance with the terms of the purchase agreement joint venture agreement,
through March 31, 1996, the Partnership has contributed $4,693,004 to the Pines
on Cheyenne Creek Joint Venture joint venture ($257,844 of which was contributed
in 1995) 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 $470,870
of property acquisition costs which were subsequently treated as a capital
contribution to the Pines on Cheyenne Creek Joint Venture.
For the years ended March 31, 1996, and 1995, The Pines on Cheyenne Creek Joint
Venture had net loss of $8,817 and net income of $24,515, respectively.
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 and the Affiliated Partnership,
proportionately, an amount equal to 11.25% per annum, noncumulative
(computed daily on a simple noncompounded basis from the date of
completion funding) of their respective capital investment (as defined
in the joint venture agreement);
Second, the balance 65.25% to the Partnership, 14.75% to the Affiliated
Partnership, and 20% to the property developer.
All losses from operations and depreciation for the Pines on Cheyenne Creek
Joint Venture are allocated 81.56% to the Partnership and 18.44% to the
Affiliated Partnership, in proportion to their respective joint venture
interest.
All profits from operations to the extent of cash distributions shall first be
allocated to the Partnership, the Affiliated Partnership, and the property
developer in the same proportion as the cash distributions. Any remaining
profits are allocated 65.25% to the Partnership, 14.75% to the Affiliated
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.
Mariposa
On February 3, 1989, the Partnership acquired a joint venture interest in the
Mariposa Joint Venture which owns and operates an 84-unit residential property
located in Scottsdale, Arizona known as Mariposa. Since the Partnership owns a
majority interest in the Mariposa Joint Venture, the accounts and operations of
the Mariposa Joint Venture have been consolidated into those of the Partnership.
The Partnership has been designated the managing joint venture partner of the
Mariposa Joint Venture and will have control over all decisions affecting the
Mariposa Joint Venture and the property.
In accordance with the terms of the purchase agreement and the joint venture
agreement, through March 31, 1996, the Partnership has contributed $3,138,028 to
the Mariposa Joint Venture ($14,035 of this amount was funded in 1995), which
was used to: (1) repay a portion of the construction loan from a third party
lender, (2) cover operating deficits incurred during the lease up period, (3)
pay for certain capital improvements, (4) fund $430,474 of property acquisition
costs and (5) pay certain costs associated with the refinancing of the permanent
loan.
For the years ended March 31, 1996, and 1995, the Mariposa Joint Venture had net
income of $37,642 and $9,363, respectively. The minority interest joint venture
partner had insufficient basis to absorb its respective share of losses,
therefore, for financial statement purposes the excess of losses over basis has
been charged against the majority interest. Future minority interest income, if
any, from Mariposa will be credited against minority interest losses previously
absorbed by the majority interest. At March 31, 1996 the minority interest
losses absorbed by the majority interest totaled $5,907.
Net cash from operations (as defined in the joint venture agreement) is to be
distributed, as available, to each joint venture partner, not less often than
quarterly, as follows:
First, to the Partnership an amount equal to 10.6% per annum,
noncumulative (computed daily on a simple noncompounded basis from the
date of completion funding) of the Partnership's capital investment (as
defined in the joint venture agreement);
Second, the balance 70% to the Partnership and 30% to the other joint
venture partner.
All losses from operations and depreciation for the Mariposa Joint Venture are
allocated 99.5% to the Partnership and 0.5% to the other joint venture partner.
All profits from operations shall be allocated to each joint venture partner pro
rata in accordance with the distribution of net cash from operations for such
fiscal year.
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.
Canyon View East
On March 8, 1989, the Partnership acquired an interest in the Canyon View East
Joint Venture which owns and operates a 96-unit residential property located in
Tucson, Arizona known as Canyon View East. Since the Partnership owns a majority
interest in the Canyon View East Joint Venture, the accounts and operations of
the joint venture have been consolidated into those of the Partnership. The
Partnership has been designated the managing joint venture partner of the Canyon
View East Joint Venture and will have control over all decisions affecting the
Canyon View East Joint Venture and the property.
In accordance with the terms of the purchase agreement and the joint venture
agreement, the Partnership has contributed $4,783,612 to the Canyon View East
Joint Venture through March 31, 1996, which was used to: (1) repay a portion of
the construction loan from a third party lender, (2) cover operating deficits
incurred during the lease up period, (3) fund $523,022 of property acquisition
costs and (5) pay certain costs associated with the permanent loan refinancing.
For the years ended March 31, 1996, and 1995, the Canyon View East Joint Venture
had a net loss of $14,287 and a net income of $8,902, respectively.
Net cash from operations (as defined in the joint venture agreement) is to be
distributed, as available, to each joint venture partner, not less often than
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 the Partnership's capital investment (as
defined in the joint venture agreement);
Second, the balance 75% to the Partnership and 25% to the other joint
venture partners.
All losses from operations and depreciation for the Canyon View East Joint
Venture are allocated 100% to the Partnership.
All profits from operations shall be allocated to each joint venture partner in
accordance with, and to the extent of, the distribution of net cash from
operations. Any excess profits shall 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.
5. Investment in Partnership:
On September 28, 1990, the Partnership contributed $1,800,000 to purchase an
approximate 38% interest in Casabella Associates, a general partnership among
the Partnership, Development Partners (A Massachusetts Limited Partnership)
("DPI") and Development Partners III (A Massachusetts Limited Partnership)
("DPIII"). In addition to its contribution referred to above, the Partnership
incurred $268,861 of acquisition costs, including $186,300 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 $186,300, 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 owns 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, 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 March 31, 1996 and 1995 which consisted of
the following:
1996 1995
---- ----
Cheyenne Creek $3,182,431 $ 3,211,502
Mariposa 2,874,312 2,901,710
Canyon View East 3,910,628 3,947,905
--------- ---------
$9,991,674 $10,061,117
========= ===========
On September 14, 1990, the Pines on Cheyenne Creek Joint Venture refinanced its
$3,200,000 permanent loan together with deferred interest utilizing the proceeds
of a new first mortgage loan in the amount of $3,252,000. Under the terms of the
new $3,252,000 note, interest only at the rate of 9% ($24,390) is payable
monthly during the first three years of the loan term. Commencing September 15,
1993 monthly payments of $29,076 including principal and interest, at the rate
10%, will be payable. The balance of the note is payable on September 15, 1997.
On September 13 and 14, 1990 the Canyon View East and Mariposa Joint Ventures
refinanced their respective $4,000,000 and $2,940,000 original permanent loans.
Under the terms of the new $4,000,000 and $2,940,000 notes, interest only at the
rate of 9% ($30,000 and $22,050) is payable monthly during the first three years
of the loan term. Commencing September 15, 1993 monthly payments of principal
and interest, at the rate 9.75%, or $35,047 and $25,759, respectively were
payable. The balance of the notes are payable on September 15, 1997.
Accrued interest at March 31, 1996 and December 31, 1995 consisted of the
following:
1996 1995
---- ----
Cheyenne Creek $13,292 $13,292
Mariposa 11,706 11,706
Canyon View East 15,926 15,926
------ ------
$40,924 $40,924
====== ======
The aggregate principal amounts of long term borrowings due during the calendar
years 1996 and 1997 are $100,886 and $9,890,788, respectively.
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 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 as 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 March 31, 1996 and 1995 consisted of $9,462 and $6,412,
respectively, relating to reimbursable costs due to L'Auberge Communities, Inc.,
formerly Berry and Boyle Inc.
In 1996, and 1995 general and administrative expenses included $26,455 and
$19,083, respectively, of salary reimbursements paid to the General Partners for
certain administrative and accounting personnel who performed services for the
Partnership.
The officers and principal shareholders of Evans Withycombe, Inc., the developer
and property manager of Mariposa, together hold a two and one half percent
cumulative profit or partnership voting interest in LP L'Auberge Communities
(formerly Berry and Boyle).
During the years ended March 31, 1996, and 1995, $9,906 and $9,772,
respectively, of property management fees were paid or accrued to Evans
Withycombe, Inc.
Residential Services - L'Auberge, formerly Berry and Boyle Residential Services,
the property manager of Cheyenne Creek and Canyon View East, is an affiliate of
the General Partners of the Partnership. During the years ended March 31, 1996,
and 1995, $21,691 and $24,445, respectively, of property management fees had
been paid or accrued to Residential Services - L'Auberge.
9 Subsequent 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 to EWI of
$65,715, for EWI (i) to relinquish its contract to manage certain Partnership
properties and its option to exercise its rights of first refusal with regard to
the sale of those properties and (ii) to assign all of its interest in the
Mariposa Joint Venture to the Partnership and its interest in the Casabella
Joint Venture to the Partnership, DPI and DPIII (while preserving the economic
interests of the venturer in these Joint Ventures), resulting in the dissolution
of the Casabella Joint Venture and the Mariposa Joint Venture.
<PAGE>
-18-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Liquidity; Capital Resources
In connection with its capitalization, the Partnership admitted 1,918 investors
who purchased a total of 36,963 Units aggregating $18,481,500. These offering
proceeds, net of organizational and offering costs of $2,772,225, provided
$15,709,275 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 $14,689,033 to (i) acquire its interest
in The Pines, Mariposa, Canyon View East and Casabella joint ventures, (ii) to
pay acquisition expenses, including acquisition fees to the General Partners,
(iii) pay costs associated with the refinancing of the permanent loans for The
Pines, Mariposa and Canyon View East and (iv) to cover operating deficits
incurred during the initial lease up period. The remaining net proceeds of
$1,020,242 will be used to establish working capital reserves sufficient to meet
the future needs of the Partnership, including contributions that may be
required at the various joint ventures, as determined by the General Partners.
As of March 31, 1996, $425,488 cumulatively was contributed to the joint
ventures for this purpose ($232,055 of which was contributed in 1995).
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 joint ventures. Thus far in
1996, the aggregate net decrease in working capital reserves was $31,599. The
decrease resulted primarily from cash provided by operations of $28,538, and
distributions from Casabella Associates of $32,856,offset by $20,782 of fixed
asset purchases, distributions to partners of $46,204, and principal payments on
mortgage notes payable of Property Status
The Pines
As of March 31, 1996, the property was 94% occupied, compared to 91%
approximately one year ago. At March 31, 1996 and 1995, the market rents for the
various unit types were as follows:
Unit Type 1996 1995
--------- ---- ----
One bedroom den $775 $775
Two bedroom two bath 875 875
Mariposa
The property was 98% occupied as of March 31, 1996, compared to 95%
approximately one year ago. At March 31, 1996 and 1995, the market rents for the
various unit types were as follows:
Unit Type 1996 1995
--------- ---- ----
One bedroom one bath $705 $705
Two bedroom two bath 845 845
Two bedroom two bath den 1,045 1,045
Canyon View East
The property was 85% occupied as of March 31, 1996, compared to 94%
approximately one year ago. At March 31, 1996 and 1995 the market rents for the
various unit types were as follows:
Unit Type 1996 1995
--------- ---- ----
Two bedroom two bath $865 $865
Two bedroom two bath w/den 980 980
Three bedroom two bath 980 980
Casabella
As of March 31, 1996, the property was 96% occupied, compared to 95%
approximately one year ago. At March 31, 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 $805 $805
Two bedroom two bath 930 930
Two bedroom two bath w/den 1,136 1,136
Results of Operations
The Partnership's operating results for the three months ended March 31, 1996
consisted of interest earned on short-term investments of $6,543, administrative
expenses of $41,987, the Partnership's share of the loss from Casabella
Associates of $18,876 and its share of the losses allocated from the joint
ventures, as follows:
<TABLE>
The Canyon
Pines Mariposa View East
<S> <C> <C> <C>
Revenue $219,998 $201,646 $219,885
Expenses:
General and administrative 345 - 10
Operations 107,469 67,016 99,469
Depreciation and amortization 41,314 26,811 39,214
Interest 79,687 70,177 95,479
228,815 164,004 234,172
------------- ---------------- -----------------
Net income (loss) before minority interest ($8,817) $37,642 ($14,287)
Minority Interests' share of net loss 1,626 - -
------------- ---------------- -----------------
Net income (loss) ($7,191) $37,642 ($14,287)
============= ================ =================
</TABLE>
The Partnership's operating results for the three months ended March 31, 1995
consisted of interest earned on short-term investments of $12,015,
administrative expenses of $42,199, the Partnership's share of the income from
Casabella Associates of $14,593 and its share of the losses allocated from the
joint ventures, as follows:
<TABLE>
Canyon The
View East Pines Mariposa
<S> <C> <C> <C>
Revenue $238,422 252,717 197,658
Expenses:
General and administrative 1,544 1,570 1,800
Operations 92,425 104,945 85,750
Depreciation and amortization 39,214 41,314 29,937
Interest 96,337 80,373 70,808
------------- ----------------- ------------
229,520 228,202 188,295
------------- ----------------- ------------
Net income (loss) $8,902 $24,515 $9,363
============= ================= ============
</TABLE>
Comparison of Operating Results for the Three Months Ended March 31, 1995 and
1994:
Interest income decreased 60% due to lower interest rates on the Partnership's
short term investments. General and administrative expenses increased 46% due to
increased legal and accounting expense and the costs associated with the
transition of the Wellesly Hills office to Colorado Springs. Thus far in 1996,
the Partnership has made the following cash distributions to its Partners:
Limited Partners $46,204
General Partners -
$ 46,204
<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 II
(A Massachusetts Limited Partnership)
(Registrant)
BY: GP L'AUBERGE MANAGEMENT, L.P.
A General Partner
BY: L'AUBERGE COMMUNITES INC.
A General Partner
BY:
Stephen B. Boyle, President
Date: _________________________, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-END> Mar-31-1996
<CASH> 526,162
<SECURITIES> 74,434
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 23,235,522
<DEPRECIATION> (4,461,805)
<TOTAL-ASSETS> 20,852,716
<CURRENT-LIABILITIES> 306,346
<BONDS> 9,967,371
0
0
<COMMON> 0
<OTHER-SE> 10,578,999
<TOTAL-LIABILITY-AND-EQUITY> 20,852,716
<SALES> 0
<TOTAL-REVENUES> 646,337
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 442,620
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 245,343
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (40,000)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
