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. 0-18531
Development Partners III
(A Massachusetts Limited Partnership)
(Exact name of registrant as specified in its charter)
Massachusetts 04-3017036
(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 III
(A Massachusetts Limited Partnership)
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
---------------
ASSETS
March 31,
1996 December 31,
(Unaudited) 1995
Property, at cost (Notes 2, 3, and 4):
<S> <C> <C>
Land $2,976,100 $2,976,100
Buildings and improvements 7,648,060 7,648,060
Equipment, furnishings and fixtures 843,230 839,894
--------------- ----------------
11,467,390 11,464,054
Less accumulated depreciation (1,839,604) (1,752,197)
--------------- ----------------
9,627,786 9,711,857
Cash and cash equivalents (Notes 2 and 513,780 367,213
3)
Short-term investments (Note 2) 591,648 746,532
Real estate tax escrow 47,366 23,685
Deferred expenses, net of accumulated
amortization of $84,101 and $78,492 (Note 28,029 33,638
2)
=============== ================
Total assets $10,808,609 $10,882,925
=============== ================
LIABILITIES AND PARTNERS' EQUITY
Mortgage note payable (Note 4) 6,968,251 6,994,549
Accrued expenses 131,483 103,070
Due to affiliates (Note 6) 4,313 5,318
Tenant security deposits 31,185 33,860
Rents received in advance
-
--------------- ----------------
Total liabilities 7,135,232 7,136,797
Commitments and contingencies (Note 9)
Minority Interest (Note 3) 1,528,644 1,556,486
Partners' equity (Note 5) 2,144,733 2,189,642
--------------- ----------------
Total liabilities and $10,808,609 $10,882,925
partners' equity
=============== ================
<PAGE>
DEVELOPMENT PARTNERS III
(A Massachusetts Limited Partnership)
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
-------------
Three months ended
March 31,
1996 1995
---- ----
<S> <C> <C>
Rental income $423,056 $438,167
Rental operating expenses 152,624 153,995
------------- ---------------
Net rental operating income (exclusive of
items
shown separately below) 270,432 284,172
Interest 159,364 161,558
Depreciation and amortization 93,013 93,013
Other (income) and expenses:
Interest income (8,879) (15,924)
General and administrative (Note 6) 26,229 13,972
------------- ---------------
17,350 (1,952)
------------- ---------------
Net loss before minority interest 705 31,553
Minority interests' equity in
subsidiary net (income) loss (Note 3) (12,309) (17,833)
------------- ---------------
Net loss ($11,604) $13,720
============= ===============
Net loss allocated to:
General Partners ($116) $1,098
Per unit of Investor Limited
Partner interest:
7,401 Units issued (1.55) 1.71
<PAGE>
DEVELOPMENT PARTNERS III
(A Massachusetts Limited Partnership)
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
(Unaudited)
-------------
Investor Total
General Limited Partners'
Partners Partners Equity
<S> <C> <C> <C>
Balance at December 31, 1994 (20,915) 2,391,510 2,370,595
Cash distributions (12,115) (141,359) (153,474)
Net loss (275) (27,204) (27,479)
------------- --------------- ----------------
Balance at December 31, 1995 (33,305) 2,222,947 2,189,642
Cash distributions (33,305) (33,305)
-
Net loss (116) (11,488) (11,604)
------------- --------------- ----------------
Balance at March 31, 1996 ($33,421) $2,178,155 $2,144,733
============= =============== ================
<PAGE>
DEVELOPMENT PARTNERS III
(A Massachusetts Limited Partnership)
AND SUBSIDIARY
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 $27,748 $8,750
Cash received from rents 420,381 437,728
Administrative expenses (22,502) (16,612)
Rental operations expenses (152,624) (147,972)
Interest paid (159,364) (161,649)
------------- ---------------
Net cash provided by operating 113,639 120,245
activities
Cash flows from investing activities:
Purchase of fixed assets (3,333) -
Purchase of short-term investments - -
Cash (paid for) received from short-term investments 136,015 (40,442)
------------- ---------------
Net cash provided (used) by investing 132,682 (40,442)
activities
Cash flows from financing activities:
Distributions to partners (33,305) (45,050)
Payments on mortgage note payable (26,298) (24,013)
Distributions paid to minority (40,151) -
interest
------------- ---------------
Net cash provided (used) by financing (99,754) (69,063)
activities
------------- ---------------
Net increase (decrease) in cash and cash equivalents 146,567 10,740
Cash and cash equivalents at beginning of 367,213 112,235
year
------------- ---------------
Cash and cash equivalents at end of $513,780 $122,975
year
==============================
<PAGE>
DEVELOPMENT PARTNERS III
(A Massachusetts Limited Partnership)
AND SUBSIDIARY
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 ($11,604) $13,720
Adjustments to reconcile net loss to net
cash
provided by operating activities:
Depreciation and amortization 93,013 93,013
Minority interests' equity in subsidiary income (loss) 12,309 17,833
Change in assets and liabilities net of
effects
from investing and financing
activities:
(Increase) decrease in interest 18,869 (7,174)
receivable
Decrease (increase) in real estate tax (23,681) (17,174)
escrow
Increase (decrease) in accounts
payable and accrued expenses 28,413 12,008
(Decrease) increase in due to (1,005) 8,458
affiliates
(Decrease) increase in rents received in advance (101)
-
(Decrease) increase in tenant security deposits (2,675) (338)
------------- ---------------
Net cash provided by operating $113,639 $120,245
activities
============= ===============
</TABLE>
<PAGE>
BERRY AND BOYLE DEVELOPMENT PARTNERS III
(A Massachusetts Limited Partnership)
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------
1. Organization of Partnership
Development Partners III (A Massachusetts Limited Partnership) (the
"Partnership"), formerly Berry and Boyle Development Partners III, was formed on
July 11, 1988. 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 January 13, 1989 the Securities and Exchange Commission declared the
Partnership's public offering (the "Prospectus") of up to 80,000 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 December 28, 1989 at which time the
holders of 3,048 Units were admitted into the Partnership. The Partnership
continued to admit subscribers monthly thereafter until December 27, 1991, its
last closing date. The Partnership terminated the offering on January 13, 1992
having admitted 289 investors acquiring 7,401 Units totaling $3,700,500.
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, 2018, 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 subsidiary Casabella Associates. All intercompany
accounts and transactions have been eliminated in consolidation. 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 $597,277, 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 the 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 mortgage on Casabella are being amortized over
the term of the related mortgage note payable using the straight-line
method. Any unamortized costs remaining at the date of refinancing are
expensed in the year of refinancing.
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. Reclassification
J. 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 1995 consisted of the following:
1996 1995
---- ----
Cash on hand $ 105,916 $ 35,935
Certificates of deposit 302,763 200,000
Money market accounts 105,101 131,278
------- -------
$513,780 $367,213
======= =======
4. Joint Venture and Partnership Acquisitions
On September 28, 1990, the Partnership acquired a majority interest in Casabella
Associates, a general partnership comprised of the Partnership, Development
Partners (A Massachusetts Limited Partnership) ("DPI"), formerly Berry and Boyle
Development Partners, and Development Partners II (A Massachusetts Limited
Partnership) ("DPII"), formerly Berry and Boyle Development Partners II.
Casabella Associates was formed to acquire a majority interest in the Casabella
Joint Venture which owns Casabella, a 154-unit residential property located in
Scottsdale, Arizona. Since the Partnership owns a majority interest in Casabella
Associates, the accounts and operations of Casabella Associates (including the
accounts and operations relating to Casabella Associates' majority interest in
the Casabella Joint Venture) have been consolidated into those of the
Partnership.
At March 31, 1996, the Partnership, DPI and DPII had contributed $2,500,000,
$400,000 and $1,800,000, respectively to Casabella Associates. $3,845,154 of
this amount was used to purchase the majority interest in the Casabella Joint
Venture referred to in the preceding paragraph and $500,000 was used to fund an
escrow account maintained by the permanent lender. In addition to the $4,700,000
of cash contributions referred to above, the Partnership, DPI and DPII
collectively incurred $215,564 of acquisition costs which have been recorded as
additional capital contributions to Casabella Associates.
Cash distributions and allocations of income and loss from Casabella Associates
are governed by the partnership agreement and are generally based on the ratio
of capital contributed by each of the joint venture partners.
Net cash from operations of the Casabella Joint Venture, to the extent
available, shall be distributed not less often than quarterly with respect to
each fiscal year, as follows:
(A) First, to Associates, an amount equal to a 10.6% per annum
(computed on a simple noncompounded daily basis from the date
of the closing) of their capital investment;
(B) Second, the balance 70% to Associates and 30% to the property
developer.
All losses from operation and depreciation for the Casabella Joint Venture are
allocated 99.5% to Associates and 0.5% to the property developer.
All profits from operations of the Casabella Joint Venture are allocated in
accordance with distributions of net cash from operations with respect to such
fiscal year; provided, however, that if with respect to any fiscal year there is
no net cash from operations distributable, profits will be allocated 99.5% to
Associates and 0.5% to the property developer.
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 the Casabella Joint venture 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 $10,289.
In the case of certain capital transactions and distributions as defined in the
Casabella 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 balance in the individual partners' capital
accounts.
The Partnership has invested in a single property located in Scottsdale,
Arizona. 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 area where the Partnership's
investment is located.
5. Mortgage Note Payable
All of the property owned by the Partnership is pledged as collateral for the
nonrecourse mortgage note payable pertaining to Casabella in the original
principal amount of $7,320,000. 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.
Accrued interest at March 31, 1996 and December 31, 1995 consisted of $26,594
and $26,594, respectively, all pertaining to Casabella.
The aggregate principal amounts of long term borrowings due during the calendar
years 1996 and 1997 are $108,875 and $6,885,674, respectively.
The $6,994,549 principal balance of the mortgage note payable appearing on the
consolidated balance sheet approximates the fair value of such note.
6. Partners' Equity
Under the terms of the Partnership Agreement, as amended, profits are allocated
92% to the Limited Partners and 8% 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, 92% to the Limited Partners and 8% to the
General Partners.
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, the allocation of the related profits, losses, and distributions,
if any, would be different than described above.
7. Related Party Transactions
Due to affiliates at March 31, 1996 and December 31, 1995 consisted of $4,313
and $5,318 of reimbursable costs payable to L'Auberge Communities, Inc.,
formerly Berry and Boyle Inc.
In 1996, and 1995, general and administrative expenses included $10,050 and
$29,304, 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 Casabella, 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, $23,466 and $21520,
respectively, of property management fees were paid or accrued to Evans
Withycombe, Inc.
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 Casabella.
In consideration of a payment by the Partnership, DPII AND DPIII to EWI
totalling $71,009 ($5,681 of which was the partnership's portion) and the
delivery of certain mutual releases, EWI (I) relinquished its contract to manage
Casabella and its option to exercise its rights to first refusal with regard to
the sale of the property and (ii) assigned all of its interest in the Casabella
Joint Venture to the Partnership, DPII and DPIII (while preserving the economic
interest of the venture in these Joint Ventures), resulting in the dissolution
of the Casabella Joint Venture.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Liquidity; Capital Resources
The Partnership admitted 289 investors who purchased a total of 7,401 Units
aggregating $3,700,500. These offering proceeds, net of organizational and
offering costs of $555,075, provided $3,145,425 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 (1)
$2,780,930 to acquire its interest in Casabella Associates and to pay
acquisition expenses, including an acquisition fee to the General Partners and
(2) $52,768 to cover costs associated with discontinued acquisitions . The
remaining net proceeds of $311,727 have been used to establish working capital
reserves sufficient to meet the needs of the Partnership, including
contributions that may be required at the joint venture level, as determined by
the General Partners.
The working capital reserves of the Partnership consist of cash and cash
equivalents and short-term investments. These reserves provide the Partnership
with the necessary liquidity to carry on its day-to-day operations and to make
necessary contributions to Casabella. Thus far in 1996, the aggregate net
increase in working capital reserves was $10,552. This increase resulted
primarily from cash provided by operations of $113,639, offset by distributions
to partners of $33,305, distributions paid to DPI and DPII of $40,151, purchases
of fixed assets in the amount of $3,339 and $26,298 of principal payments on
mortgage notes payable.
Property Status
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 $2,882, general and
administrative expenses of $26,229, and the income (loss) allocated from
Casabella consisting of the following:
Revenue $429,053
Expenses:
Operations 150,374
Depreciation and amortization 93,013
Interest 159,364
----------------
402,751
----------------
Net income (loss) $26,302
================
<PAGE>
The Partnership's operating results for the three months ended March 31, 1995
consisted of interest earned on short-term investments of $15,513, general and
administrative expenses of $12,172, and the income (loss) allocated from
Casabella consisting of the following:
Revenue $438,578
Expenses:
General and administrative 1,800
Operations 153,995
Depreciation and amortization 93,013
Interest 161,558
-----------------
410,366
-----------------
Net income (loss) $28,212
=================
Comparison of Operating Results for the Three Months Ended March 31, 1996 and
1995:
Interest income decreased 56% over the prior period as a result of lower
interest rates on the Partnership's short term investments. General and
administrative expenses increased 87% due to increased legal and accounting, the
costs associated with the transition from our Wellesley Hills office to Colorado
Springs, and the outsourcing of the Investment Services.
Thus far in 1996, the Partnership has made the following cash distributions to
its Partners:
Total
Limited Partners $33,305
General Partners
$33,305
<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
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 III
(A Massachusetts Limited Partnership)
By: GP L'Auberge Communities, L.P., A California Limited Partnership,
General Partner
By: L'Auberge Communities, Inc., its General Partner
By: ____/s/ Stephen B. Boyle________________
Stephen B. Boyle, President
Date:____________________________, 1995
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-END> Mar-31-1996
<CASH> 513,780
<SECURITIES> 591,648
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 11,467,390
<DEPRECIATION> (1,839,604)
<TOTAL-ASSETS> 9,627,786
<CURRENT-LIABILITIES> 166,981
<BONDS> 6,968,251
0
0
<COMMON> 0
<OTHER-SE> 3,673,377
<TOTAL-LIABILITY-AND-EQUITY> 10,808,609
<SALES> 0
<TOTAL-REVENUES> 431,935
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 271,866
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 159,364
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (11,604)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
