3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For The Quarter Ended September 30, 1998 Commission File Number 2-96042 CAPITAL BUILDERS DEVELOPMENT PROPERTIES, A CALIFORNIA LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) California 77-0049671 State or other jurisdiction of I.R.S. Employer organization Identification No. 4700 Roseville Road, Suite 206, North Highlands, California 95660 (Address of Principal executive offices) (Zip Code) Registrant's telephone number, including area code: (916)331-8080 Former name, former address and former fiscal year, if changed since last year: 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 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 PART 1 - FINANCIAL INFORMATION Capital Builders Development Properties (A California Limited Partnership) BALANCE SHEETS September December 31 30 1998 1997 ASSETS Cash and cash equivalents $38,736 $2,310 Accounts receivable, net 118,119 120,152 Investment property, at cost, net of accumulated depreciation and amortization of $1,315,455 and $1,227,226 at September 30, 1998 and December 31, 1997, respectively 3,816,597 3,947,695 Lease commissions, net of accumulated amortization of $72,275 and 58,098 at September 30, 1998, and December 31, 1997, respectively 61,883 80,188 Other assets, net of accumulated amortization of $36,168 and $17,382 at September 30, 1998, and December 31, 1997, respectively 60,037 68,984 Total assets $4,095,372 $4,219,329 LIABILITIES AND PARTNERS' EQUITY Notes payable $3,584,892 $3,503,398 Accounts payable and accrued liabilities 90,169 88,257 Tenant deposits 42,395 51,989 Total liabilities $3,717,456 $3,643,644 Commitments and contingencies Partners' Equity: General partner (54,044) (52,067) Limited partners 431,960 627,752 Total partners' equity $377,916 $575,685 Total liabilities and partners' equity $4,095,372 $4,219,329 See accompanying notes to the financial statements. Capital Builders Development Properties (A California Limited Partnership) STATEMENTS OF OPERATIONS THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 1997 Three Nine Three Nine Months Months Months Months Ended Ended Ended Ended Revenues Rental and other income $166,667 $516,465 $170,983 $816,785 Interest income 105 265 250 822 Total revenues 166,772 516,730 171,233 817,607 Expenses Operating expenses 39,692 117,817 40,595 161,377 Repairs and maintenance 20,216 61,327 42,603 113,687 Property taxes 13,807 42,105 17,451 57,012 Interest 85,482 253,199 78,681 390,932 General and administrative 19,477 69,184 19,569 74,917 Depreciation and amortization 55,627 170,867 58,482 239,229 Total expenses 234,301 714,499 257,381 1,037,154 Loss before minority interest (67,529) (197,769) (86,148) (219,547) Minority interest in net loss of joint venture - - - - - - - - - - - - 22,806 Gain from disposition of joint venture - - - - - - - - - - - - 1,127,913 Net (loss) income (67,529) (197,769) (86,148) 931,172 Allocated to general partners (675) (1,977) (861) 9,312 Allocated to limited partners ($66,854) ($195,792) ($85,287) $921,860 Net (loss) income per limited partnership unit ($4.85) ($14.20) ($6.19) $66.86 Average units outstanding 13,787 13,787 13,787 13,787 See accompanying notes to the financial statements. Capital Builders Development Properties (A California Limited Partnership) STATEMENTS OF CASH FLOWS THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 1997 Three Nine Three Nine Months Months Months Months Ended Ended Ended Ended Cash flows from operating activities: Net (loss) income ($67,529) ($197,769) ($86,148) $931,172 Adjustments to reconcile net (loss) income to cash flows provided by/ (used in) operating activities: Depreciation and amortization 55,627 170,867 58,482 239,229 Minority interest in joint venture - - - - - - - - - - - - (22,806) Gain from Partnership Interest - - - - - - - - - - - - (1,127,913) Unpaid interest on loan payable to affiliate - - - - - - - - - - - - 55,347 Changes in assets and liabilities: (Increase)/Decrease in accounts receivable (5,874) 2,033 (1,895) (22,500) Increase in leasing commissions (1,092) (1,092) (10,290) (26,061) Decrease/(Increase) in other assets 1,598 3,260 (1,653) 246 Increase/(Decrease) in accounts payable and accrued liabilities 24,464 1,912 33,928 (58,595) Increase/(Decrease) in tenant deposits 1,104 (9,594) (4,898) (12,164) Net cash provided by/(used in) operating activities 8,298 (30,383) (12,474) (44,045) Cash flows from investing activities: Improvements to investment properties - - - - (1,587) (23,102) (38,566) Proceeds from sale of Partnership - - - - - - - - - - - - 14,380 Net cash used in investing activities - - - - (1,587) (23,102) (24,186) Cash flows from financing activities: Payments on notes payable (9,721) (208,506) (8,866) (44,886) Proceeds from notes payable - - - - 290,000 25,373 166,956 Payment of loan fees - - - - (13,098) - - - - (83,275) Net cash (used in)/provided by financing activities (9,721) 68,396 16,507 38,795 Net (Decrease)/Increase in cash (1,423) 36,426 (19,069) (29,436) Cash, beginning of period 40,159 2,310 38,968 49,335 Cash, end of period $38,736 $38,736 $19,899 $19,899 See accompanying notes to the financial statements. Capital Builders Development Properties (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS September 30, 1998 and December 31, 1997 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows: Basis of Accounting The financial statements of Capital Builders Development Properties (The "Partnership") are prepared on the accrual basis and therefore revenue is recorded as earned and costs and expenses are recorded as incurred. Certain prior year amounts have been reclassified to conform to current year classifications. Principles of Presentation In May 1997 the Partnership sold its 60% interest in Capital Builders Roseville Venture to its affiliate, Capital Builders Development Properties II. Capital Builders Development Properties II, a California Limited Partnership, is an affiliate of the Partnership as they have the same General Partner, Capital Builders, Inc. The financial statements represent financial activity on a consolidated basis until the time of the disposition of the majority- owned subsidiary. All significant intercompany accounts and transactions have been eliminated. The General Partner of Capital Builders Development Properties, Capital Builders, Inc., has no direct ownership interest in the joint venture, and did not receive any compensation for the sale of the subsidiary. Organization Capital Builders Development Properties, a California Limited Partnership, is owned under the laws of the State of California. The Managing General Partner is Capital Builders, Inc., a California corporation (CB). The Partnership is in the business of real estate development and is not a significant factor in its industry. The Partnership's investment properties are located near major urban areas and, accordingly, compete not only with similar properties in their immediate areas but with hundreds of properties throughout the urban areas. Such competition is primarily on the basis of locations, rents, services and amenities. In addition, the Partnership competes with significant numbers of individuals or organizations (including similar companies, real estate investment trusts and financial institutions) with respect to the purchase and sale of land, primarily on the basis of the prices and terms of such transactions. Investment Properties Long-lived assets and certain identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Partnership's investment property consists of commercial land, buildings and leasehold improvements that are carried net of accumulated depreciation. Depreciation is provided for in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives of three to forty years. The straight-line method of depreciation is followed for financial reporting purposes. Lease Commissions Lease commissions are being amortized over the related lease terms. Income Taxes The Partnership does not provide for income taxes since all income or losses are reported separately on the individual partners' tax returns. Revenue Recognition Rental income is recognized on a straight-line basis over the life of the lease, which may differ from the scheduled rental payments. Net (Loss) Income per Limited Partnership Unit The net (loss) income per Limited Partnership unit is computed based on the weighted average number of units outstanding during the three and nine months ended September 30 of 13,787 in 1998 and 1997. Statement of Cash Flows For purposes of statement of cash flows, the Partnership considers all short-term investments with a maturity, at date of purchase, of three months or less to be cash equivalents. Use of Estimates 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. NOTE 2 - LIQUIDITY Management was notified that one of Plaza do Oro's major office tenants, occupying 12,052 square feet, has filed Chapter 11 Bankruptcy and will vacate its suite during November of 1998. Although the tenant's lease does not expire until January 31, 2001, it is unlikely that any future collections will be made on the lease. The loss of this tenant will have a significant negative impact on the Partnership's cash flow, and unless Management is successful in obtaining additional lease-up and/or additional sources of cash from refinancing, the Partnership will be unable to meet current year obligations. Management is currently negotiating a 6,000 square foot lease with a potential office tenant. It is also looking into obtaining additional financing to provide additional working capital to meet current year obligations. NOTE 3 - RELATED PARTY EXPENSE REIMBURSEMENT AND FEE ARRANGEMENT The Managing General Partner (Capital Builders, Inc.) and the Associate General Partners are entitled to reimbursement of expenses incurred on behalf of the Partnership and certain fees from the Partnership. These fees include: a property management fee up to 6% of gross revenues realized by the Partnership with respect to its properties; a subordinated real estate commission of up to 3% of the gross sales price of the properties; and a subordinated 25% share of the Partnership's distributions of cash from sales or refinancing. The property management fee currently being charged is 5% of gross rental revenues collected. All acquisition fees and expenses, all underwriting commissions, and all offering and organizational expenses which can be paid are limited to 20% of the gross proceeds from sales of Partnership units provided the Partnership incurs no borrowing to develop its properties. However, these fees may increase to a maximum of 33% of the gross offering proceeds based upon the total acquisition and development costs, including borrowing. Since the formation of the Partnership, 27.5% of these fees were paid to the Partnership's related parties, leaving a remaining maximum of 5.5% ($379,143) of the gross offering proceeds. The ultimate amount of these costs will be determined once the properties are fully developed and leveraged. The total management fees paid to the Managing General Partner were $7,960 and $39,053 for the nine months ended September 30, 1998 and 1997, respectively, while total reimbursement of expenses was $63,162 and $75,283, respectively. The Partnership has accrued $29,098 of Management fees during 1998, and will continue to accrue these fees until all vendor balances are brought current. NOTE 4 - INVESTMENT PROPERTIES The components of the investment property account are as follows: September 30, 1998 December 31, 1997 Land $1,353,177 $1,353,177 Building and Improvements 3,289,420 3,287,832 Tenant Improvements 489,455 533,912 Investment properties, at cost 5,132,052 5,174,921 Less: accumulated depreciation and amortization (1,315,455) (1,227,226) Investment property, net $3,816,597 $3,947,695 NOTE 5 - NOTES PAYABLE Notes Payable consist of the following at: September 30, December 31, 1998 1997 Mini-permanent loan with a fixed interest rate of 9.25%, requiring monthly principal and interest payments of $28,689, which is sufficient to amortize the loan over 25 years. The loan is due April 1, 2002. The note is collateralized by a First Deed of Trust on the land, buildings and improvements, and is guaranteed by the General Partner. $3,294,892 $3,323,398 Land loan of $180,000 due March 31, 1998 was refinanced with a land loan of $290,000 due May 1, 1999. The note requires interest only payments and bears interest at 12.5%. The note is secured by Plaza de Oro's separately parceled Phase II land and is guaranteed by the General Partner. 290,000 180,000 Total Notes Payable $3,584,892 $3,503,398 NOTE 6 - LEASES The Partnership leases its properties under long-term noncancelable operating leases to various tenants. The facilities are leased through agreements for rents based on the square footage leased. Minimum annual base rental payments under these leases for the years ending December 31 are as follows: 1998 $541,631 1999 310,254 2000 277,652 2001 243,590 2002 104,178 Total $1,477,305 NOTE 7 - FAIR VALUE OF FINANCIAL INSTRUMENTS The following methods and assumptions were used by the Partnership in estimating it's fair value disclosures for financial instruments. Cash and cash equivalents The carrying amount approximates fair value because of the liquid nature of the instrument. Notes payable The fair value of the Partnership's notes payable is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the Partnership for debt of the same remaining maturities. The estimated fair values of the Partnership's financial instruments are as follows: September 30, 1998 December 31, 1997 Carrying Estimated Carrying Estimated Amount Fair Value Amount Fair Value Assets Cash and cash equivalents $38,736 $38,736 $2,310 $2,310 Liabilities Note payable $3,294,892 $3,294,892 $3,323,398 $3,323,398 Note payable $290,000 $290,000 $180,000 $180,000 NOTE 8 - COMMITMENTS AND CONTINGENCIES The Partnership is involved in litigation primarily arising in the normal course of its business. In the opinion of Management, the Partnership's recovery or liability, if any, under any pending litigation would not materially affect its financial condition or operations. NOTE 9 - PROSPECTIVE ACCOUNTING PRONOUNCEMENTS Accounting for Derivative Instruments and Hedging Activity In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133 is effective for all fiscal quarters of fiscal years beginning after June 15, 1999. Management believes that the adoption of SFAS No. 133 will not have a material impact on the financial statements due to the Partnership's inability to invest in such instruments as stated in the Partnership agreement. Accounting for the Costs of Computer Software Developed or Obtained for Internal Use In March 1998, the American Society of Certified Public Accountants (AICPA) issued Statement of Position (SOP) 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. SOP 98-1 provides guidance on accounting for the costs of computer software developed or obtained for internal use. It specifies that computer software meeting certain characteristics be designated as internal-use software and sets forth criteria for expensing capitalizing, and amortizing certain costs related to the development or acquisition of internal-use software. SOP 98-1 is effective for fiscal years beginning after December 15, 1998. Management does not expect that adoption of SOP 98-1 will have a material impact on the Partnership's financial statements. Reporting on the Costs of Start-Up Activities In April 1998, the AICPA issued SOP 98-5, Reporting on the Costs of Start-Up Activities. SOP 98-5 provides guidance on the financial reporting of start-up costs and organization costs. It requires costs of start-up activities and organization costs to be expensed as incurred. SOP 98-5 is effective for fiscal years beginning after December 15, 1998. Management does not expect that adoption of SOP 98-5 will have a material impact on the Partnership's financial statements. ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Year 2000 Compliance The potential impact of the Year 2000 compliance issue on the real estate industry could be material, as virtually every aspect of the industry and processing of transactions will be affected. Due to the size of the task facing the real estate industry, the Partnership may be adversely affected by the problem, depending on whether it and the entities with which it does business address this issue successfully. The impact of Year 2000 issues on the Partnership will then depend not only on corrective actions that the Partnership takes, but also on the way in which Year 2000 issues are addressed by governmental agencies, businesses and other third parties that provide services or data to, or received services or data from, the Partnership, or whose financial condition or operational capability is important to the Partnership. The Partnership's State of Readiness The Partnership engages the services of third-party software vendors and service providers for substantially all of its electronic data processing. Thus, the focus of the Partnership is to monitor the progress of its primary software providers toward Year 2000 compliance. The Partnership's Year 2000 compliance program has been divided into phases, all of them common to all sections of the process: (1) inventorying date-sensitive information technology and other business systems; (2) assigning priorities to identified items and assessing the efforts required for Year 2000 compliance of those determined to be material to the Partnership; (3) upgrading or replacing material items that are determined not to be Year 2000 compliant and testing material items; (4) assessing the status of third party risks; and (5) designing and implementing contingency and business continuation plans. In the first phase, the Partnership is conducting a thorough evaluation of current information technology systems and software. Non-information technology systems such as climate control systems, elevators and security equipment will also be surveyed. In phase two of the process, results from the inventory are assessed to determine the Year 2000 impact and what actions are required to obtain Year 2000 compliance. For the Partnership's internal systems, application upgrades of software are needed. The Partnership has opted for a course of action that will result in upgrading or replacing all critical internal systems. The third phase includes the upgrading, replacement and/or retirement of systems, and testing. This stage of the Year 2000 process is ongoing and is scheduled to be completed by the second quarter of 1999. The fourth phase, assessing third party risks, includes the process of identifying and prioritizing critical suppliers and customers at the direct interface level. This evaluation includes communicating with the third parties about their plans and progress in addressing Year 2000 issues. Contingency Plan The final phase of the Partnership's Year 2000 compliance program relates to contingency plans. The Partnership maintains contingency plans in the normal course of business designed to be deployed in the event of various potential business interruptions. Costs As the Company relies upon third-party software vendors and service providers for substantially all of its electronic data processing, the primary cost of the Year 2000 Project has been and will continue to be the reallocation of internal resources and, therefore, does not represent incremental expense to the Partnership. Risks Failure to correct a material Year 2000 problem could result in an interruption in, or a failure of, certain normal business activities or operations. The Partnership believes that, with the implementation of new or upgraded business systems and completion of the Year 2000 Project as scheduled, the possibility of significant interruptions of normal operations due to the failure of those systems will be reduced. However, the Partnership is also dependent upon the power and telecommunications infrastructure within the United States. The most reasonably likely worst case scenario would be that the Partnership may experience disruption in its operations if any of these third-party suppliers reported a system failure. Although the Partnership's Year 2000 Project will reduce the level of uncertainty about the compliance and readiness of its material third- party providers, due to the general uncertainty over Year 2000 readiness of these third-party suppliers, the Partnership is unable to determine at this time whether the consequences of Year 2000 failures will have a material impact. Liquidity and Capital Resources The Partnership commenced operations on September 19, 1985 upon the sale of the minimum number of Limited Partnership Units. The Partnership's initial source of cash was from the sale of Limited Partnership Units. Through the offering of Units, the Partnership has raised $6,893,500 (represented by 13,787 Limited Partnership Units). Cash generated from the sale of Limited Partnership Units has been used to acquire land and for the development of a mixed use commercial project and a 60% interest in a commercial office project. During the nine months ended September 30, 1998, a net increase in cash of $36,426 was recognized by the Partnership. This was the result of refinancing Plaza de Oro's land loan ($180,000) with a $290,000, 12 month, 12.5% interest only loan, which provided approximately $90,000 in cash reserves during the second quarter. Since the refinancing, cash reserves have been utilized to make debt service payments and fund cash used in operating activities. During the third quarter, Management received notification that one of Plaza de Oro's major office tenants, occupying 12,052 square feet, filed Chapter 11 Bankruptcy and will be vacating its suite during November of 1998. The loss of this tenant will have a significant negative impact on the Partnership's ability to meet its current obligations. It is Management's intention to aggressively market the project's vacant space and attempt to obtain additional financing to meet its obligations and future leasing costs. Management is currently negotiating a 6,000 square foot lease with a prospective office tenant, and a 9,800 square foot lease for the planned phase II pad building. The Phase II building will be built after a lease is secured and a construction loan is obtained. It is estimated that it will cost the Partnership approximately $112,000 in tenant improvement costs and leasing commissions to stabilize Phase I. In order for the Partnership to pay for these costs, it will be necessary to obtain additional loan proceeds secured by Phase I. Management is currently evaluating methods to obtain additional loan proceeds, as well as evaluating potential sale scenarios for Plaza de Oro. If a sale of the property is achieved, the Partnership would be dissolved. Results of Operations The Partnership's total revenues decreased by $4,461 (2.6%) for the third quarter ended September 30, 1998 as compared to the third quarter ended September 30, 1997, while expenses also decreased by $23,080 (9%) for the same respective period, all resulting in a decrease in net loss of $18,619 (21.6%). The decrease in revenues is due primarily to a decrease in occupancy at Plaza de Oro. The decrease in expenses for the third quarter 1998 as compared to 1997 is primarily due to the recarpeting and repainting of Plaza de Oro's office building lobby and common area, which was performed during the third quarter of 1997. The Partnership's total revenues decreased by $300,877 (36.8%) for the nine months ended September 30, 1998 as compared to September 30, 1997, while expenses also decreased by $322,655 (31.1%) for the same respective period. In addition, the minority interest in net loss decreased by $22,806 (100%) in 1998 compared to 1997, and a gain of $1,127,913 was recognized during the nine months ended September 30, 1997 for the sale of its 60% interest in the Capital Builders Roseville Venture, all resulting in a decrease in net income of $1,128,941 (121.2%) for the nine months ended September 30, 1998 as compared to September 30, 1997. The decrease in revenues is due primarily to the sale of the Partnership's joint venture interest on May 1, 1997. The sale decreased reported revenues by $242,630 since the Partnership no longer owns 60% of the Roseville Joint Venture (Capital Professional Center), as it did during the nine months ended September 30, 1997. The Partnership's remaining property, Plaza de Oro, experienced a decrease in revenue of $58,247 due to a decrease in occupancy and the Partnership recognizing $36,000 of income during 1997 due to the refinancing of its permanent loan, in which back-end loan fees which had been previously amortized over the life of the loan were forgiven by the Lender. Management is currently working on an aggressive marketing program and anticipates the lease-up of the project during the next two quarters. Total expenses decreased by $322,655 for the nine months ended September 30, 1998, as compared to September 30, 1997, primarily due to the sale of its 60% interest in Capital Builders Roseville Venture on May 1, 1997. As of September 30, 1998, the Statement of Operations did not include any joint venture expenses, where as of September 30, 1997, expenses of $299,645 were included. The Partnership's remaining property, Plaza de Oro, also recognized a decrease in operating expenses due to the recarpeting and repainting of its office building lobby and common area during 1997. PART II - OTHER INFORMATION Item 1 - Legal Proceeding The Partnership is not a party to, nor is the Partnership's property the subject of, any material pending legal proceedings. Item 2 - Not applicable Item 3 - Not applicable Item 4 - Not applicable Item 5 - Not applicable Item 6 - Exhibits and Reports on Form 8-K (a) Exhibits - None (b) Reports on Form 8-K - None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has dully caused this report to be signed on its behalf by the undersigned, hereunto dully authorized. CAPITAL BUILDERS DEVELOPMENT PROPERTIES a California Limited Partnership By: Capital Builders, Inc. Its Corporate General Partner Date: November 12, 1998 By: Michael J. Metzger President Date: November 12, 1998 By: Kenneth L. Buckler Chief Financial Officer