SECURITIES AND EXCHANGE COMMISSION
Washington, DC
_________________________
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 May 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 number 0-17793
Wilder Richman Historic Properties II, L.P. (Exact name of Registrant
as specified in its charter)
Delaware 13-3481443
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
599 W. Putnam Avenue
Greenwich, Connecticut 06830
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code: (203) 869-0900
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
filing requirements for the past 90 days.
Yes X No
<PAGE>
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
FORM 10-Q INDEX
May 31, 1996
PART 1 - FINANCIAL INFORMATION PAGE NUMBER
Item 1. - Unaudited Financial Statements
Balance Sheets 4
Statements of Operations 5
Statements of Cash Flows 6
Notes to Financial Statements 7
Item 2. - Management's Discussion and Analysis of Financial
Conditions and Results of Operations 10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1.
Unaudited Financial Statements
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
FINANCIAL STATEMENTS
May 31, 1996
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<TABLE>
<CAPTION>
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
BALANCE SHEETS
A S S E T S
May 31, 1996 February
(Unaudited) 29, 1996
<S> <C> <C>
Cash and cash equivalents $ 619,162 $ 615,815
Investments in operating partners 2,705,606 2,859,737
Note receivable 317,713 317,713
Accrued interest receivable 82,776 77,498
3,725,257 3,870,763
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Other liabilities 10,000 10,000
Due to related partie 127,951 124,201
137,951 134,201
Contingencies
Partners' equity (deficit):
Limited partners 3,717,742 3,865,505
General partner ( 130,436) ( 128,943)
3,587,306 3,736,562
$ 3,725,257 $ 3,870,763
</TABLE>
See notes to financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MAY 31, 1996 AND 1995
(UNAUDITED)
Three Months Three Months
Ended Ended
May 31, 1996 May 31, 1995
<S> <C> <C>
Revenue:
Interest $ 11,420 $ 9,270
Expenses:
Operating 6,545 8,068
Income from operations 4,875 1,202
Equity in loss of operating partnerships (154,131) (237,665)
Net loss $ (149,256) $ (236,463)
Net loss per unit of limited partnership
interest (800 units of limited partnership
interest) $ (184.70) $ (292.62)
</TABLE>
See notes to financial statements.
5
<PAGE>
<TABLE>
<CAPTION>
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MAY 31, 1996 AND 1995
(UNAUDITED)
Three Months Three Months
Ended Ended
May 31, 1996 May 31, 1995
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net loss $ (149,256) $ (236,463)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Equity in loss of operating partnerships 154,131 237,665
Increase in accrued interest receivable (5,278) (5,278)
Increase in due to related partie 3,750 3,750
Total adjustments 152,603 236,137
Net cash provided by (used in)
operating activities 3,347 (326)
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 3,347 (326)
CASH AND CASH EQUIVALENTS, beginning 615,815 30,836
CASH AND CASH EQUIVALENTS, end $ 619,162 $ 30,150
</TABLE>
See notes to financial statements.
6
<PAGE>
<TABLE>
<CAPTION>
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
NOTES TO FINANCIAL STATEMENTS
MAY 31, 1996
(UNAUDITED)
1. The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information. They do not include all information and footnotes
required by generally accepted accounting principles for complete financial
statements. The results of operations are impacted significantly by the
results of operations of the Operating Partnerships, which are provided on an
unaudited basis during interim periods. Accordingly, the accompanying
financial statements are dependent on such unaudited information. In the
opinion of the General Partner, the financial statements include all
adjustments necessary to reflect fairly the results of the interim periods
presented. All adjustments are of a normal recurring nature.
The results of operations for the three months ended May 31, 1996 are not
necessarily indicative of the results to be expected for the entire year.
2. The investments in Operating Partnerships as of May 31, 1996 and February
29, 1996 are as follows:
<S> <C>
Amount paid to investee through February 29, 1996 $ 16,388,000
Accumulated cash distributions from operating partnerships
through February 29, 1996 (3,180,441)
Equity in accumulated loss of operating partnerships
through February 29, 1996 (10,347,822)
Balance, February 29, 1996 2,859,737
Equity in loss of operating partnerships March 1, 1996
to May 31, 1996 (154,131)
Balance, May 31, 1996 $ 2,705,606
</TABLE>
7
<PAGE>
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
NOTES TO FINANCIAL STATEMENTS (continued)
May 31, 1996
(UNAUDITED)
The combined balance sheets of the Operating Partnerships as of March
31, 1996 and December 31, 1995 are as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
Assets: March 31, 1996 December 31, 1995
(Unaudited)
Land $ 1,150,473 $ 1,150,473
Buildings and equipment (net of accumulated
depreciation of $ 8,881,186
and 8,549,669, respectively) 43,731,248 44,059,457
Cash and cash equivalents 101,126 80,531
Deferred costs 598,150 624,448
Mortgage escrow deposits 920,736 848,818
Tenant security deposits 616,085 601,984
Other assets 144,289 71,098
Total assets 47,262,107 47,436,809
Liabilities:
Mortgages payable 27,183,507 27,237,789
Notes payable 317,713 317,713
Accounts payable and accrued expenses 114,878 135,598
Accrued interest 215,966 210,804
Tenants' security deposits payable 616,085 601,984
Due to general partner and affiliates 1,518,320 1,481,595
Total liabilities 29,966,469 29,985,483
Partners' equity:
Wilder Richman Historic Properties II, L.P. 2,705,606 2,859,737
General Partner 14,590,032 14,591,589
Total partners' equity 17,295,638 17,451,326
Total liabilities and partners' equity $ 47,262,107 $ 47,436,809
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
NOTES TO FINANCIAL STATEMENTS (continued)
May 31, 1996
(UNAUDITED)
The unaudited statements of the operations of the Operating Partnerships
for the three months ended March 31, 1996
and 1995 are as follows:
Three Months Three Months
Ended Ended
March 31, 1996 March 31, 1995
<S> <C> <C>
(Unaudited) (Unaudited)
Revenue
Rent $ 1,349,157 $ 1,300,618
1,349,157 1,300,618
Expenses
Administrative 137,231 149,920
Operating 513,899 523,845
Management fees 40,475 39,019
Interest 470,815 485,475
Depreciation and amortization 342,425 342,425
1,504,845 1,540,684
Net loss $ (155,688) $ (240,066)
Net loss allocated to:
Wilder Richman Historic Properties II, L.P. (154,131) (237,665)
General partner $ (1,557) $ (2,401)
</TABLE>
3. Additional information, including the audited February 29, 1996 Financial
Statements and the Summary of Significant Accounting Policies, is included
in the Partnership's Annual Report on Form 10-K for the fiscal year ended
February 29, 1996 on file with the Securities and Exchange Commission.
9
<PAGE>
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
Item 2. Management's Discussion and Analysis of Financial
Conditions and Results of Operations
As of May 31,1996, Wilder Richman Historic Properties II, L.P.
(the "Partnership") experienced few changes in its financial condition
as compared to February 29,1996, with the exception of the investment
in the Operating Partnerships resulting from the equity in loss of
Operating Partnerships for the three months ended March 31, 1996.
The lender released the letters of credit associated with the
mortgage modification on January 1, 1996 and Chase Manhattan Bank
("Chase") released the Operating Partnerships from their debt to
Chase; however, the Partnership's advance to the Operating
Partnerships in the amount of $317,713 remains outstanding. For the
three-month period ended May 31, 1995, the Partnership accrued
interest of $5,277 on such advance and has accrued aggregateinterest
on such advance of $82,776 as of May 31, 1996. Pursuant to the amended
limited partnership agreement, the previously restricted funds of the
Partnership may be held or utilized for other Partnership purposes in
the discretion of the General Partner. Presently, the General Partner
intends for the Partnership to hold such funds.
The Partnership's results from operations during the three months
ended May 31, 1996 were comparable to the three months ended May 31,
1995. The Partnership's operating results are dependent upon the
operating results of the Operating Partnerships and are significantly
impacted by the Operating Partnerships' policies. For the period March
1, 1996 through May 31, 1996, the statement of operations reflects a
net loss of $149,256, which includes equity in loss of Operating
Partnerships of $154,131. For the period March 1, 1995 through May 31,
1995, the statement of operations reflects a net loss of $236,463,
which includes equity in loss of Operating Partnerships of $237,665.
The Operating Partnerships reported a net loss during the three
month period ended March 31, 1996 of $155,688, inclusive of
depreciation and amortization of $342,425. The Operating Partnerships
reported a net loss during the three month period ended March 31, 1995
of $240,066, inclusive of depreciation and amortization of $342,425.
The principle reason for the lower first quarter loss in 1996 is
an increase in rental revenue of approximately $49,000 and reduced
expenses, including those associated with the Chase loan and letter of
credit, both of which were extinguished as of January 1, 1996. The
operating results of the Operating Partnerships for the three months
ended March 31, 1996, reflect positive operations of approximately
$128,300, which includes principal amortization under the mortgages
(approximately $54,000) and deposits to required escrows(approximately
$43,700), and excludes accrued fees to affiliates of the Operating
General Partner and the General Partner (approximately $34,200),
depreciation and amortization of deferred financing costs
(approximately $342,400)and accrued interest to the Partnership
(approximately $5,100). The ability to perform at recent levels will
be dependent on the ability to lease units as lease terms expire on a
month to month basis. The average occupancy for the three-month period
ended March 31, 1996 was 96%.
Although the Operating Partnerships are operating above
breakeven, management is continuing to examine methods to maintain
high occupancy rates and economize operating expenses. Recently, there
has been new construction of luxury multi-family housing in the
vicinity of the Dixon Mill Complex (the "Complex") consisting of
approximately 500 dwelling units. Such housing is in the initial
lease-up phase (with a reported approximately 50% leased)with asking
rents that are substantially higher than rents currently charged by
the Complex. It has not been determined whether such new housing will
have a positive or negative impact on the Complex or its cash flow in
the future. The future operating results of the Complex will be
extremely dependent on competition and market conditions and therefore
may be subject to significant volatility. The period for potential
historic tax credit recapture expired November 1995.
10
<PAGE>
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
Part II - Other Information
Item 1. Legal Proceedings
As of May 31, 1996, there were no material pending legal proceedings to
which Registrant or any of its affiliates was a party or to which any of their
property was subject except for the following:
The Operating Partnerships have been named as a third-party defendant in a
lawsuit between The Dixon Venture, the party who sold the Complex to the
Operating Partnerships, and the former owner, Joseph Dixon Crucible Company,
for indemnification for cost clean-up under the Comprehensive Environmental
Response Compensation and Liability Act of 1980. The Operating General Partner
believes that the Operating Partnerships have no liability or no liability that
is not adequately covered by an indemnification from The Dixon Venture.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
11
<PAGE>
Wilder Richman Historic Properties II, L.P.
Form 10-Q
May 31, 1996
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on it behalf by the
undersigned thereunto duly authorized.
Dated: July 15, 1996
Wilder Richman Historic Properties II, L.P.
(Registrant)
By: WILDER RICHMAN HISTORIC CORPORATION
General Partner
By: Richard P. Richman
(President and Chief Financial Officer)
12
<PAGE>
Wilder Richman Historic Properties II, L.P.
Form 10-Q
May 31, 1996
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on it behalf by the
undersigned thereunto duly authorized.
Dated: July 15, 1996
Wilder Richman Historic Properties II, L.P.
(Registrant)
By: WILDER RICHMAN HISTORIC CORPORATION
General Partner
By: /s/ Richard P. Richman Richard P. Richman
(President and Chief Financial Officer)
12
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>This schedule contains summary financial information extracted for the
quarter ended May 31, 1996 form 10-Q Consolidated Balance Sheets and
Consolidated Statements of Operations as of May 31, 1996.
</LEGEND>
<CIK> 0000827830
<NAME> Wilder Richman Historic Properties II L.P.
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-START> MAR-01-1996
<PERIOD-END> MAY-31-1996
<CASH> 619,162
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,725,257
<CURRENT-LIABILITIES> 10,000
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,587,306
<TOTAL-LIABILITY-AND-EQUITY> 3,725,257
<SALES> 0
<TOTAL-REVENUES> 11,420
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,545
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (149,256)
<EPS-PRIMARY> (184.70)
<EPS-DILUTED> 0
</TABLE>
