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 November 30, 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
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WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
Part I - Financial Information
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Table of Contents
Item 1. Financial Statements Page
Balance Sheets as of November 30, 1996
(Unaudited) and February 29, 1996 3
Statements of Operations for the three
and nine month periods ended November
30, 1996 (Unaudited) and November 30,
1995 (Unaudited) 4
Statements of Cash Flows for the nine months
ended November 30, 1996 (Unaudited) and
November 30, 1995 (Unaudited) 5
Notes to Financial Statements as of November
30, 1996 (Unaudited) 6
Item 2. Management's Discussion and Analysis of Financial
and Results of Operations 9
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WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
BALANCE SHEETS
November 30, 1996
(Unaudited) February 29, 1996
ASSETS
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Cash and cash equivalents $ 620,668 $ 615,815
Investment in operating
partnerships 2,258,732 2,859,737
Note receivable 317,713 317,713
Accrued interest receivable 93,273 77,498
$ 3,290,386 $ 3,870,763
LIABILITIES AND PARTNERS' EQUITY
Liabilities
Other liabilities $ 10,000 $ 10,000
Due to related parties 135,451 124,201
145,451 134,201
Partners' Equity (Deficit)
Limited partners 3,279,794 3,865,505
General partner (134,859) (128,943)
3,144,935 3,736,562
$ 3,290,386 $ 3,870,763
See notes to financial statements.
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WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
Nine Months Three Months Nine Months Three Months
Ended Ended Ended Ended
November 30, November 30, November 30, November 30,
1996 1996 1995 1995
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REVENUE
Interest $ 34,994 $ 10,451 $ 31,985 $ 11,503
EXPENSES
Operating 25,616 4,528 29,155 8,355
Income from operations 9,378 5,923 2,830 3,148
Equity in loss of
operating partnerships (601,005) (152,547) (781,644) (216,812)
NET LOSS $ (591,627) $ (146,624) $ (778,814) $ (213,644)
NET LOSS PER UNIT OF
LIMITED PARTNERSHIP
INTEREST $ (793.39) $ (242.59) $ (963.78) $ (264.41)
See notes to financial statements.
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WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Nine Months
Ended Ended
November 30, November 30,
1996 1995
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CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (591,627) $(778,814)
Adjustments to reconcile net
loss to net cash provided
by (used in) operating activities
Equity in loss of operating
partnerships 601,005 781,644
Increase in interest receivable (15,775) (15,775)
Increase in due to related parties 11,250 11,250
Net cash provided by (used in)
operating activities 4,853 (1,695)
Net Increase (Decrease) in cash and cash equivalents 4,853 (1,695)
Cash and cash equivalents at beginning of period 615,815 30,836
Cash and cash equivalents at end of period $620,668 $ 29,141
See notes to financial statements.
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WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 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 result so the interim periods
presented. All adjustments are of a normal recurring nature.
The results of operations for the nine months ended November 30, 1996
are not necessarily indicative of the results to be expected for the
entire year.
2. The investment in Operating Partnerships as of February 29, 1996 and
November 30, 1996 is as follows:
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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 December 31, 1995 (10,347,822)
Balance as of February 29, 1996 2,859,737
Equity in loss of Operating
Partnerships for the nine months
ended September 30, 1996 (601,005)
Balance as of November 30, 1996 $ 2,258,732
The Local Partnerships' combined balance sheets as of September 30,
1996 (unaudited) and December 31, 1995 and the combined unaudited
statements of operations for the nine months ended September 30,
1996 and 1995 are reflected on pages 7 and 8, respectively.
6
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WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
NOTES TO FINANCIAL STATEMENTS - continued
NOVEMBER 30, 1996
(Unaudited)
Note 2 - Continued
The combined balance sheets of the Operating Partnerships as of
September 30, 1996 (unaudited) and December 31, 1995 are as follows:
September 30, 1996 December 31, 1995
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ASSETS
Land $ 1,150,473 $1,150,473
Buildings and equipment
(net of accumulated
depreciation of $9,544,222
and $8,549,669) 43,079,830 44,059,457
Cash and cash equivalents 371,082 80,531
Deferred costs 591,722 624,448
Mortgage escrow deposits 901,916 848,818
Tenant security deposits 616,686 601,984
Other assets 82,468 71,098
$ 46,794,177 $ 47,436,809
LIABILITIES AND PARTNERS' EQUITY
Liabilites $
Mortgages payable $ 27,072,587 $ 27,237,789
Notes payable 317,713 317,713
Accounts payable and
accrued expenses 110,974 135,598
Accrued interest 226,464 210,804
Tenant security deposits
payable 616,111 601,984
Due to general partner and
affiliates 1,606,078 1,481,595
29,949,927 29,985,483
Partners' Equity
Wilder Richman Historic
Properties II, L.P. 2,258,732 2,859,737
General partner 14,585,518 14,591,589
16,844,250 17,451,326
$ 46,794,177 $ 47,436,809
7
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WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
NOTES TO FINANCIAL STATEMENTS - continued
NOVEMBER 30, 1996
(Unaudited)
Note 2 - Continued
The unaudited combined statements of operations of the Operating
Partnerships for the nine months ended September 30, 1996 and 1995
are as follows:
1996 1995
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REVENUE
Rent $ 4,109,651 $ 3,831,713
EXPENSES
Administrative 485,522 517,098
Operating 1,664,699 1,507,941
Management fees 123,236 114,951
Interest 1,415,991 1,453,983
Depreciation and amortization 1,027,279 1,027,279
4,716,727 4,621,252
NET LOSS $ (607,076) $ (789,539)
NET LOSS ALLOCATED TO
Wilder Richman Historic Properties
II, L.P. $ (601,005) $ (781,644)
General partner (6,071) (7,895)
$ (607,076) $ (789,539)
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.
8
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WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
Item 2. Management's Discussion and Analysis of Financial Conditions and
Results of Operations
As of November 30, 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 Operating Partnerships resulting from the equity in loss of
Operating Partnerships for the nine months ended September 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 nine months ended November 30,
1996, the Partnership accrued interest of $15,775 on such advance and
has accrued aggregate interest on such advance of $93,273 as of
November 30, 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 nine months
ended September 30, 1996 of approximately $607,000, inclusive of
depreciation and amortization of approximately $1,027,000. The
Operating Partnerships reported a net loss during the nine months ended
September 30, 1995 of approximately $790,000, inclusive of depreciation
and amortization of approximately $1,027,000.
The principle reason for the lower loss in 1996 is an increase in
rental revenue of approximately $278,000, 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 nine months
ended September 30, 1996 reflect positive operations of approximately
$240,000, which includes principal amortization under the mortgages
(approximately $165,000) and deposits to required escrows(approximately
$135,000), and excludes accrued fees to affiliates of the Operating
General Partner and the General Partner (approximately $104,000),
depreciation and amortization of deferred financing costs(approximately
$1,027,000) and interest accrued to the Partnership (approximately
$16,000) 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 nine months ended
September 30, 1996 was approximately 97%.
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 other luxury multi-family housing in the vicinity of
the Dixon Mill Complex (the "Complex")certain of which have 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
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WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
Part II - Other Information
Item 1. Legal Proceedings
As of November 30, 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 which
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
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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: January 13, 1997
Richard Paul Richman
President and Chief Executive Officer
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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: January 13, 1997 /s/ Richard Paul Richman
Richard Paul Richman
President and Chief Executive Officer
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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This schedule contains summary financial information extracted for the
quarter ended November 30, 1996 Form 10-Q consolidated Balance Sheets and
Consolidated Statements of Operations as of May 31, 1996
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<CIK> 0000827830
<NAME> WILDER RICHMAN HISTORIC PROPERTIES II L.P.
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<CURRENCY> U.S. Dollars
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<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-START> JUN-01-1996
<PERIOD-END> NOV-30-1996
<CASH> 620,668
<SECURITIES> 0
<RECEIVABLES> 93,273
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<CURRENT-LIABILITIES> 145,451
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<OTHER-SE> 3,144,935
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<TOTAL-REVENUES> 34,994
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<TOTAL-COSTS> 25,616
<OTHER-EXPENSES> 601,005
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<NET-INCOME> (591,627)
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