SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period Ended March 31, 1997
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) 576-5122
(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 ___
EXPLANATORY NOTE: This Amendment is being filed to correct an oversight
on the Consolidated Statements of Operations. The financial information for the
year ended December 31, 1996 was erroneously included instead of the finanical
information for the three months ended March 31, 1996.
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,
1997 December 31,
(Unaudited) 1996
Property, at cost
<S> <C> <C>
Land $2,976,101 $2,976,101
Buildings and improvements 7,648,060 7,648,060
Equipment, furnishings and fixtures 1,038,604 995,909
--------------- ----------------
11,662,765 11,620,070
Less accumulated depreciation (2,057,583) (1,996,504)
--------------- ----------------
9,605,182 9,623,566
Cash and cash equivalents 471,748 531,778
Real estate tax escrow 50,155 24,268
Deposits 1,950 1,950
Deferred expenses, net of accumulated
amortization of $106,524 and $100,918 5,606 11,212
=============== ================
Total assets $10,134,641 $10,192,774
=============== ================
LIABILITIES AND PARTNERS' EQUITY
<S> <C> <C>
Mortgage note payable $6,856,872 $6,885,673
Accounts payable and accrued expenses 242,628 208,425
Due to affiliates (Note 7) 5,788 3,012
Tenant security deposits 25,755 24,834
Rents received in advance 3,507
-
Minority Interest 1,244,046 1,252,041
--------------- ----------------
Total liabilities 8,375,089 8,377,492
Partners' equity 1,759,552 1,815,282
--------------- ----------------
Total liabilities and $10,134,641 $10,192,774
partners' equity
=============== ================
<PAGE>
DEVELOPMENT PARTNERS III
(A Massachusetts Limited Partnership)
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
-------------
Three months ended
March 31,
1997 1996
---- ----
Revenue:
<S> <C> <C>
Rental income $387,829 $423,056
Interest Income 5,922 8,879
------------- ---------------
393,751 431,935
Expenses:
Operating Expenses 182,748 152,624
Interest 156,862 159,364
Depreciation and amortization 66,684 93,013
General and administrative 17,877 26,229
------------- ---------------
424,171 431,230
------------- ---------------
Net loss before minority interest (30,420) 705
Minority interests' equity in
subsidiary net (income) loss 7,995 (12,309)
------------- ---------------
Net loss ($22,425) ($11,604)
============= ===============
Net loss allocated to:
General Partners ($224) ($116)
Per unit net loss of Investor Limited Partner interest:
7,401 Units issued ($3.00) ($1.55)
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, 1995 (33,305) 2,222,947 2,189,642
Cash distributions (11,584) (133,218) (144,802)
Net loss (2,296) (227,262) (229,558)
------------- --------------- ----------------
Balance at December 31, 1996 (47,185) 1,862,467 1,815,282
Cash distributions - (33,305) (33,305)
Net loss (224) (22,201) (22,425)
------------- --------------- ----------------
Balance at March 31, 1997 ($47,409) $1,806,962 $1,759,552
============= =============== ================
<PAGE>
DEVELOPMENT PARTNERS III
(A Massachusetts Limited Partnership)
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
-------------
Three months ended
March 31,
1997 1996
---- ----
Cash flows from operating activities:
<S> <C> <C>
Interest received $5,922 $27,748
Cash received from rents 385,243 420,381
General and administrative expenses (27,471) (22,502)
Operating expense (162,062) (152,624)
Interest paid (156,862) (159,364)
------------- ---------------
Net cash provided by operating 44,771 113,639
activities
Cash flows from investing activities:
Purchase of fixed assets (42,695) (3,333)
Purchase of short-term investments - -
Cash (paid for) received from short-term investments - 136,015
------------- ---------------
Net cash provided (used) by investing (42,695) 132,682
activities
Cash flows from financing activities:
Distributions to partners (33,305) (33,305)
Payments on mortgage note payable (28,801) (26,298)
Distributions paid to minority - (40,151)
interest
------------- ---------------
-
Net cash used by financing activities (62,106) (99,754)
------------- ---------------
Net increase (decrease) in cash and cash equivalents (60,030) 146,567
Cash and cash equivalents at beginning of 531,778 367,213
year
------------- ---------------
Cash and cash equivalents at end of $471,748 $513,780
year
============= ===============
<PAGE>
DEVELOPMENT PARTNERS III
(A Massachusetts Limited Partnership)
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
-------------
Reconciliation of net loss to net cash provided by operating activities:
Three Months Ended
March 31,
1997 1996
---- ----
<S> <C> <C>
Net loss ($22,425) ($11,604)
Adjustments to reconcile net loss to net
cash
provided by operating activities:
Depreciation and amortization 66,684 93,013
Minority interests' equity in subsidiary income (loss) (7,995) 12,309
Change in assets and liabilities net of effects of
investing and financing activities:
Decrease (increase) in interest 0 18,869
receivable
Increase in prepaid expense (1,621) -
Increase in real estate tax escrow (24,266) (23,681)
Increase in accounts payable and accrued expenses 34,204 28,413
(Decrease) increase in due to 2,776 (1,005)
affiliates
Decrease in rents received in (3,507)
advance -
(Decrease) increase in tenant security deposits 921 (2,675)
------------- ---------------
Net cash provided by operating $44,771 $113,639
activities
============= ===============
</TABLE>
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 three months ended March 31, 1997 and 1996.
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. 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.
D. 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
E. 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.
F. 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.
G. Rental Income
Leases require the payment of rent in advance, however, rental income
is recorded as earned.
H. Reclassification
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.
3. Cash and cash equivalents
Cash and cash equivalents at March 31, 1997 and 1996, consisted of the
following:
1997 1996
---- ----
Cash on hand $ 254,568 $ 213,574
Certificates of deposit 217,180 318,204
_______ _______
$471,748 $531,778
======= =======
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 the Partnership.
The co-venture partner was an affiliate of Evans Withycombe, Inc. ("EWI"), a
Phoenix based residential development, construction and management firm. EWI
also the developed the property known as Casabella.
At March 31, 1997, the Partnership, DPI and DPII had contributed $2,500,000,
$400,000 and $1,800,000, respectively to Casabella Associates. Of the total
contributions, $3,845,154 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 $280,930 of acquisition costs which have been
recorded as additional capital contributions to Casabella Associates.
The Partnership has invested in a single property located in Scottsdale,
Arizona. The success of the Partnership will depend 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.
JANUARY 1, 1996, THROUGH MAY 13, 1996:
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 were
allocated 99.5% to Associates and 0.5% to the property developer.
All profits from operations of the Casabella Joint Venture were allocated in
accordance with distributions of net cash from operations; provided, however,
that if any fiscal year has no distributable net cash from operations, profits
will be allocated 99.5% to Associates and 0.5% to the property developer.
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.
MAY 14, 1996, THROUGH MARCH 31, 1997:
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.
The Partnership, DPI, and DPII paid $109,741 to EWI ($38,345 of which was the
partnership's portion) and delivered 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), which resulted in the dissolution of the Casabella Joint
Venture. EWI may still share in the cash flow distributions or the proceeds from
sale of the properties if certain performance levels are met.
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. Under the terms of the 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. As these mortgage notes payable are due in fiscal 1997, the
partnership will seek to renegotiate these mortgage notes with its existing
lenders or seek new sources of financing for these properties on a long term
basis. The General Partners believe that existing cash flows from the properties
will be sufficient to support a level of borrowing that is at least equal to
amounts outstanding as of March 31, 1997. If the general economic climate for
real estate in these respective locations were to deteriorate resulting in an
increase in interest rates for mortgage financing or a reduction in the
availability of real estate mortgage financing or a decline in the market values
of real estate it may affect the Partnership's ability to complete these
refinancings.
Accrued interest at March 31, 1997 and December 31, 1996 consisted of $26,180
and $26,180, respectively, all pertaining to Casabella.
The $6,856,872 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, 1997, and December 31, 1996, consisted of $5,788
and $3,012 of reimbursable costs payable to L'Auberge Communities, Inc.,
formerly Berry and Boyle Inc.
In 1997 and 1996 general and administrative expenses included $6,410 and
$10,050, 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
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, 1997 and 1996, $15,575 and $23,466,
respectively, of property management fees were paid.
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: June 17, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-END> Mar-31-1997
<CASH> 471,748
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 11,662,765
<DEPRECIATION> (2,057,583)
<TOTAL-ASSETS> 10,134,641
<CURRENT-LIABILITIES> 274,171
<BONDS> 6,856,872
0
0
<COMMON> 0
<OTHER-SE> 1,759,552
<TOTAL-LIABILITY-AND-EQUITY> 10,134,641
<SALES> 0
<TOTAL-REVENUES> 393,751
<CGS> 0
<TOTAL-COSTS> 182,748
<OTHER-EXPENSES> 84,561
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 156,862
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (22,425)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
