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 August 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
AUGUST 31, 1996
PART I - FINANCIAL INFORMATION PAGE NUMBER
------------------------------ -----------
Item 1. - Unaudited Financial Statements
Balance Sheets 3
Statements of Operations 4
Statements of Cash Flows 5
Notes to Financial Statements 6
Item 2. - Management's Discussion and Analysis of Financial
Conditions and Results of Operations 9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
2
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<PAGE>
<TABLE>
<CAPTION>
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
BALANCE SHEETS
August 31, 1996 February, 29
ASSETS (Unaudited) 1996
<S> <C> <C>
Cash and cash equivalents $ 616,215 $ 615,815
Investments in operating partnerships 2,411,279 2,859,737
Note receivable 317,713 317,713
Accrued interest receivable 88,053 77,498
----------- -----------
$ 3,433,260 $ 3,870,763
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Other liabilities $ 10,000 $ 10,000
Due to related parties 131,701 124,201
------------ -----------
141,701 134,201
------------ -----------
Contingencies:
Partners' equity (deficit):
Limited partners 3,424,952 3,865,505
General partner (133,393) (128,943)
------------ -----------
3,291,559 3,736,562
$ 3,433,260 $ 3,870,763
============ ===========
See notes to financial statements.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
Six Months Three Months Six Months Three Months
Ended Ended Ended Ended
August 31, 1996 August 31, 1996 August 31, 1995 August 31, 1995
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
REVENUES
Interest $ 24,543 $ 13,123 $ 20,482 $ 11,212
-------------- -------------- ------------ -----------
EXPENSES
Operating 21,088 14,543 20,800 12,732
--------------- -------------- ------------ -----------
Income (loss)
from operations 3,455 (1,420) (318) (1,520)
Equity in loss
of operating
partnerships (448458) (294,327) (564,832) (327,167)
--------------- -------------- ------------- -----------
NET LOSS $ (445,003 $ (295,747) $ (565,150) $ (328,687)
=============== ============= ============ ===========
NET LOSS
PER UNIT OF
LIMITED
PARTNERSHIP
INTEREST $ (550.69) $ (365.99) $ (699.37) $ (406.75)
================ ============= ============= ============
</TABLE>
See notes to financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Six Months
Ended Ended
August 31, 1996 August 31, 1995
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net loss $ (445,003) $ (565,150)
Adjustments to reconcile net loss to
net cash used in operating activities:
Equity in loss of operating partnerships 448,458 564,832
Increase in interest receivable (10,555) (10,555)
Increase in due to related parties 7,500 7,500
------------ ------------
Net cash provided by
(used in) operating activities 400 (3,373)
------------ -----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 400 (3,373)
CASH AND CASH EQUIVALENTS, beginning 615,815 30,836
-------------- -----------
CASH AND CASH EQUIVALENTS, end $ 616,215 $ 27,463
============= ===========
</TABLE>
See notes to financial statements.
5
<PAGE>
<TABLE>
<CAPTION>
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1996
(Unaudited)
Note 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 result so the interim periods
presented. All adjustments are of a normal recurring nature.
The results of operations for the six months ended August 31, 1996
are not necessarily indicative of the results to be expected for the
entire year.
Note 2. The investment in Operating Partnerships as of August 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 as of February 29, 1996 2,859,737
Equity in loss of Operating Partnerships
March 1, 1996 to August 31, 1996 (448,458)
-------------
Balance as of August 31, 1996 $ 2,411,279
============
</TABLE>
6
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<TABLE>
<CAPTION>
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
NOTES TO FINANCIAL STATEMENTS (continued)
AUGUST 31, 1996
(Unaudited)
Note 2 - Continued
The combined balance sheets of the Operating Partnerships as of June
30, 1996 (unaudited) and December 31, 1995 are as follows:
June 30, 1996 December 31, 1995
Assets:
<S> <C> <C>
Land $ 1,150,473 $ 1,150,473
Buildings and equipment (net of accumulated
depreciation of $9,212,704 and $8,549,669,
respectively) 43,411,348 44,059,457
Cash and cash equivalents 149,935 80,531
Deferred costs 602,631 624,448
Mortgage escrow deposits 929,606 848,818
Tenant security deposits 616,685 601,984
Other assets 203,652 71,098
------------- -------------
$ 47,064,330 $ 47,436,809
============ ============
Liabilities
Mortgages payable $ 27,128,409 $ 27,237,789
Notes payable 317,713 317,713
Accounts payable and accrued expenses 221,373 135,598
Accrued interest 221,243 210,804
Tenants' security deposits payable 616,090 601,984
Due to general partner and affiliates 1,561,164 1,481,595
-------------- ------------
30,065,992 29,985,483
------------- -------------
Partners' equity
Wilder Richman Historic Properties II, L.P. 2,411,279 2,859,737
General partner 14,587,059 14,591,589
------------- -------------
16,998,338 17,451,326
------------- -------------
$ 47,064,330 $ 47,436,809
============ ============
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
NOTES TO FINANCIAL STATEMENTS (continued)
AUGUST 31, 1996
(Unaudited)
Note 2 - Continued
The unaudited combined statements of operations of the Operating
Partnerships for the six months ended June 30, 1996 and 1995 are as
follows:
Six Months Six Months
Ended Ended
June 30, 1996 June 30, 1995
------------- -------------
<S> <C> <C>
Revenues
Rent $ 2,716,588 $ 2,515,407
----------- -----------
Expenses
Administrative 313,634 362,737
Operating 1,144,576 1,005,282
Management fees 80,857 62,500
Interest 967,474 992,390
Depreciation and
amortization 663,035 663,035
-------------- --------------
3,169,576 3,085,944
------------- -------------
Net Loss $ (452,988) $ (570,537)
============ =============
Net Loss Allocated to
Wilder Richman Historic
Properties II, L.P. $ (448,458) $ (564,832)
General partner (4,530) (5,705)
--------------- ---------------
$ (452,988) $ (570,537)
============= =============
Note 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.
</TABLE>
8
<PAGE>
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
Item 2. Management's Discussion and Analysis of Financial Conditions and
Results of Operations
As of August 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 six months ended June 30, 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 six month period ended August 31,
1996, the Partnership accrued interest of $10,554 on such advance and
has accrued aggregate interest on such advance of $88,053 as of August
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 Operating Partnerships reported a net loss during the six month
period ended June 30, 1996 of approximately $453,000, inclusive of
depreciation and amortization of approximately $685,000. The Operating
Partnerships reported a net loss during the six month period ended June
30, 1995 of approximately $571,000, inclusive of depreciation and
amortization of approximately $663,000.
The principle reason for the lower loss in 1996 is an increase in rental
revenue of approximately $200,000 partially offset by an increase in
expenses (substantially represented by an increase in real estate taxes
of approximately $100,000 per annum). The operating results of the
Operating Partnerships for the six months ended June 30, 1996, reflect
positive operations of approximately $121,000, which includes principal
amortization under the mortgages (approximately $109,000) and deposits
to required escrows (approximately $85,000), and excludes accrued fees
to affiliates of the Operating General Partner and the General Partner
(approximately $73,000), depreciation and amortization of deferred
financing costs (approximately $685,000) and interest accrued to the
Partnership (approximately $10,000) discussed above. 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 six-month period ended June 30, 1996 was approximately 98%.
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") which is approximately 50% leased (with
expected building completion representing approximately 500 apartment
units during the second quarter of 1997) with asking rents that are
substantially higher than rents currently charged by the Complex.
Although the Complex has not been adversely impacted thus far, 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.
9
<PAGE>
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
Part II - Other Information
Item 1. Legal Proceedings
As of August 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
Item 6. Exhibits and Reports on Form 8-K
None
10
<PAGE>
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.
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
By: Wilder Richman Historic Corporation
General Partner
Dated: October 15, 1996 /s/ Richard Paul Richman
------------------------
Richard Paul Richman
President and Chief Executive Officer
11
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 August 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> 9-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-START> MAR-01-1996
<PERIOD-END> AUG-31-1996
<CASH> 616,125
<SECURITIES> 0
<RECEIVABLES> 88,053
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,433,260
<CURRENT-LIABILITIES> 141,701
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,291,559
<TOTAL-LIABILITY-AND-EQUITY> 3,433,260
<SALES> 0
<TOTAL-REVENUES> 24,543
<CGS> 0
<TOTAL-COSTS> 21,088
<OTHER-EXPENSES> 448,458
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (445,003)
<EPS-PRIMARY> (550.69)
<EPS-DILUTED> 0
</TABLE>
