7
FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Three Months ended March 31, 1997 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:
4700 Roseville Road, Suite 101, North Highlands, California 95660
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)
CONSOLIDATED BALANCE SHEET
March 31 December 31
1997 1996
<
S
>
ASSETS
Cash and cash equivalents $ $
51,111 49,335
Accounts receivable, net
121,025 135,406
Investment property, at cost,
net of accumulated depreciation
and amortization of $2,194,473
and $2,107,769 at March 31,
1997 and December 31, 1996, 7,166,005 7,252,601
respectively
Lease commissions, net of
accumulated
amortization of $112,768 and
99,983
at March 31, 1997, and December
31,
1996, respectively
130,688 126,701
Other assets, net of accumulated
amortization of $98,755 and
$91,673 at March 31, 1997, and
December 31, 1996, respectively
65,265 66,404
Minority Interest
713,964 695,094
Total assets $ $
8,248,058 8,325,541
LIABILITIES AND PARTNERS' EQUITY
Loan payable to affiliate $ $
1,546,120 1,514,788
Notes payable 6,815,323 6,838,732
Accounts payable and accrued
liabilities 177,231 160,718
Tenant deposits 107,880 115,332
Total liabilities $ $
8,646,554 8,629,570
Commitments and contingencies
Partners' Equity:
General partner (60,864) (60,864)
Limited partners (337,632) (243,165)
Total partners' $ $
equity (398,496) (304,029)
Total liabilities and partner's $ $
equity 8,248,058 8,325,541
See accompanying notes to the
financial statements.
CONSOLIDATED STATEMENTS OF
OPERATIONS
THREE MONTHS ENDED MARCH 31,
1997 1996
Revenues
Rental and other income $ $
354,191 297,913
Interest income
286 455
Total
revenues 354,477 298,368
Expenses
Operating expenses $ $
71,053 62,892
Repairs and maintenance
43,494 32,039
Property taxes
23,417 24,372
Interest
187,923 183,852
General and administrative
35,364 39,664
Depreciation and
amortization
106,569 121,084
Total
expenses 467,820 463,903
Loss before minority interest
(113,343) (165,535)
Minority interest in net loss
of joint venture
(18,876) (26,504)
Net loss (94,467) (139,031)
Allocated to general partners (945) (1,390)
Allocated to limited partners $
(93,522) $(137,641)
Net loss per limited partnership $ $
unit (6.78) (9.98)
Average units outstanding 13,787 13,787
See accompanying notes to the
financial statements.
CONSOLID
ATED
STATEMEN
TS OF
CASH
FLOWS
THREE
MONTHS
ENDED
MARCH
31,
1997 1996
Cash
flows
from
operatin
g
activiti
es:
Net Loss $ (94,467) $ (139,031)
Adjustme
nts to
reconcil
e net
loss
to
cash
flow
provided
by/(used
in)
operatin
g
activiti
es:
106,569 121,084
Deprecia
tion and
amortiza
tion
(18,876) (26,504)
Minority
interest
in joint
venture
Unpaid
interest
on loan
payable
to 31,333 - - - - -
affiliat
e
Changes
in
assets
and
liabilit
ies
14,381 1,494
Decrease
in
accounts
receivab
le
(15,771) (23,165)
Increase
in
leasing
commissi
ons
(6,939) 508
(Increas
e)/Decre
ase in
other
assets
Increase
in
accounts
16,514 83,999
payable
and
accrued
liabilit
ies
(7,452) (7,841)
Decrease
in
tenant
deposits
Net cash provided by
operating activities 25,292 10,544
Cash
flows
from
investin
g
activiti
es:
(108) (40,405)
Improvem
ents to
investme
nt
properti
es
Net cash used in investing (108) (40,405)
Cash
flows
from
financin
g
activiti
es:
(23,408) (18,803)
Payments
on notes
payable
- - - - - (22,480)
Distribu
tion to
minority
interest
Net cash used in
financing activities (23,408) (41,283)
Net 1,776 (71,144)
Increase
/(Decrea
se) in
cash
Cash, 49,335 90,399
beginnin
g of
period
Cash, $ 51,111 $ 19,255
end of
period
See
accompan
ying
notes to
the
financia
l
statemen
ts.
Capital Builders Development Properties
(A California Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 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 consolidated financial statements
follows:
Basis of Accounting
The consolidated 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 Consolidation
The consolidated financial statements include the accounts of the
company and its majority-owned subsidiary (60%), Capital Builders
Roseville Venture. The remaining 40% is owned by Capital Builders
Development Properties II, a California Limited Partnership and
affiliate of the Partnership as they have the same General Partner.
All significant intercompany accounts and transactions have been
eliminated. The General Partner of Capital Builders Development
Properties, CB, has no direct ownership interest in the joint
venture.
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
The Partnership adopted the provisions of SFAS No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of, on January 1, 1996. This Statement requires that
long-lived assets and certain identifiable intangibles be 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. Adoption of this Statement did not have a material
impact on the Partnership's financial position, results of
operations, or liquidity.
Prior to the adoption of SFAS No. 121, the Partnership recorded a
valuation allowance for losses which represented the excess carrying
value of individual properties over their estimated net realizable
value. During 1996, this valuation allowance was allocated against
the cost basis of the land and building and improvements to be
consistent with the methodology of SFAS No. 121.
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 per Limited Partnership Unit
The net loss per Limited Partnership unit is computed based on the
weighted average number of units outstanding during the year of
13,787 in 1997 and 1996.
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
Subsequent to March 31, 1997, Management was successful in its plan
to refinance Plaza de Oro's current Note Payable. The new financing
consists of a $3,350,000, five year, mini-permanent, 9.25% fixed
interest rate loan, secured by Phase I (existing building and
improvements), and a $200,000, nine month, prime +1.5% variable loan
secured by Phase II (undeveloped pad).
The new lower interest rate loans will improve the Partnership's
ability to generate future cash flow, but future cash flow still
remains dependent upon its ability to maintain and improve the
occupancy of its investment properties. Additionally, with the land
loan becoming due prior to year-end, it will be necessary to
refinance or extend the loan prior to year-end.
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
$18,553 and $14,073 for the three months ending March 31, 1997 and
1996, respectively, while total reimbursement of expenses were
$28,594 and $28,862, respectively.
NOTE 4 - INVESTMENT PROPERTIES
The components of the investment property account are as follows:
March 31, December 31,
1997 1996
Land $2,423,706 $2,423,706
Building and Improvements 5,802,229 5,802,208
Tenant Improvements 1,134,543 1,134,456
Investment properties, at cost 9,360,478 9,360,370
Less: accumulated depreciation
and amortization (2,194,473) (2,107,769)
Investment property, net $7,166,005 $7,252,601
NOTE 5 - LOAN PAYABLE TO AFFILIATE
The loan payable represents funds advanced to the Roseville Joint
Venture from Capital Builders Development Properties II, a related
Partnership which has the same General Partner. The loan bears
interest, which is payable monthly, at approximately the same rate
charged to it by a bank for other borrowings, which was 8.24% at
March 31, 1997 and 1996, respectively. Interest expense incurred on
the loan was $31,333 and $25,291 in 1997 and 1996, respectively.
The loan is unsecured and is due and payable on demand.
NOTE 6 - NOTES PAYABLE
Notes payable consist of the following at:
March 31, December 31,
1997 1996
Construction loan due April 1, 1997.
The note bears interest at bank
commercial lending rate (7.75% at
December 31, 1996) plus 2.5% with a
floor of 8.5% and a ceiling of 10.75%
for the remaining life of the loan.
The note is collateralized by a first
deed of trust on the land, buildings
and improvements and is guaranteed by
the General Partner. $3,371,418 $3,383,141
Mini-permanent loan with a fixed
interest rate of 8.24% and requiring
monthly principal and interest payments
of $27,541, which is sufficient to
amortize the loan over 25 years. The
loan is due January 1, 2001. The note
is collatoralized by a first deed of
trust on the land, buildings and
improvements. 3,443,905 3,455,591
Total notes payable $6,815,323 $6,838,732
NOTE 7 - 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:
1997 $1,289,634
1998 1,050,419
1999 657,281
2000 476,606
2001 287,832
Thereafter 109,614
Total $3,871,386
NOTE 8 - 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.
Note payable
The fair value of the Partnership's note 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:
March 31, December 31,
1997 1996
Carrying Estimated Carrying Estimated
Amount Fair Value Amount Fair Value
Assets
Cash and cash equivalents $51,111 $51,111 $49,335 $49,335
Liabilities
Loan payable to affiliate $1,546,120 (A) $1,514,788 (A)
Note payable 3,371,418 3,371,418 3,383,141 3,383,141
Note payable 3,443,905 3,443,905 3,455,591 3,455,591
(A) It is not practicable to determine the fair value of the loan
payable to affiliate due to the related party nature of the
arrangement.
NOTE 9 - 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.
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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 three months ending March 31, 1997, the Partnership's
management was successful in maintaining Plaza de Oro's occupancy at
97% and maintaining Capital Professional Center's occupancy at 95%.
As a result, the Partnership incurred $15,771 in leasing commissions
and $108 in tenant improvement costs. These costs were $7,394 and
$40,297 lower, respectively, than 1996 costs, mainly due to both of
the property's stabilized occupancy during 1997. This required
fewer commissions to be paid and less tenant improvement concessions
to be given. It is anticipated that during the next three quarters
of 1997, approximately $13,000 in leasing commissions and $67,000 in
tenant improvement costs will be incurred both to lease the
remaining vacant space and any vacancies resulting from lease
expirations. These costs will be funded by cash reserves and
property income.
During the three months ending March 31, 1997, Capital Builders
Roseville Venture accrued $31,333 in interest costs on its affiliate
loan. The accrual of interest on the Partnership's affiliate loan
was incurred to supplement the funding of 1997 operating
expenditures, tenant improvements, and leasing commissions for
Capital Professional Center.
Due to the increasing affiliate loan balance and the burden of
serving the loan, Management is evaluating the effect of dissolving
the Roseville Joint Venture through the purchase of the
Partnership's 60% ownership interest by CBDP II. This purchase
would be accomplished by converting the entire affiliate loan
balance owed to CBDP II to equity, and any remaining equity would be
split proportionately among the Partnership and CBDP II according to
the Joint Venture Agreement. Capital Professional Center was
appraised on March 14, 1997 by an independent certified appraiser
for the amount of $5,150,000.
The Partnership's ability to meet current year obligations has
improved during 1997 as a result of maintaining occupancies at both
Plaza de Oro and Capital Professional Center, as well as the
refinancing of its current Note Payable as of April 1, 1997. The
Partnership appears to be able to meet current year obligations,
provided it is successful in refinancing or extending Plaza de Oro's
undeveloped pad loan, which was obtained subsequent to March 31,
1997, but will be due September 24, 1997, as well as having the
properties maintain their current occupancy rates and income stream.
It is Management's plan to actively market and attempt to locate a
potential tenant for the undeveloped 9,800 square foot building on
Plaza de Oro's Phase II land. If a tenant is identified and a lease
is signed, this will allow the Partnership to obtain additional
financing, construct the building, and convert the loan to a mini-
permanent loan. Management is also searching for joint venture
equity partners to potentially finance the additional construction
costs.
Results of Operations
The Partnership's total revenues increased by $56,109 (18.8%) for the
three months ended March 31, 1997, as compared to March 31, 1996,
while expenses also increased by $3,917 (.8%) for the same respective
period. In addition, the minority interest in net loss has decreased
by $7,628 (28.8%) in 1997 compared to 1996, all resulting in a
decrease in net loss of $44,564 (32.1%) for months ended March 31,
1997 as compared to March 31, 1996.
The increase in revenues is due primarily to the successful lease-up
of Plaza de Oro, which as of March 31, 1997 was 97% occupied.
Total expenses, including depreciation, increased by $3,917 for the
three months ended March 31, 1997, as compared to March 31, 1996, due
to the net effect of:
a) $8,161 (13%) increase in operating expenses due to an increase in
utilities and management fees resulting from the increase in
occupancy at Plaza de Oro's office building,
b) $11,455 (35.8%) increase in repairs and maintenance due to an
increase in janitorial costs resulting from an increase in occupancy
and suite turnover costs,
c) $4,071 (2.2%) increase in interest due to the increase in the
affiliate loan balance,
d) $4,300 (10.8%) decrease in general and administration costs due to
the timing of accounting costs, and,
e) $14,515 (12%) decrease in depreciation due to tenant improvement
costs that were amortized during the first quarter of 1996 became
fully amortized by the end of 1996.
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: May 19, 1997 By:
Michael J. Metzger
President
Date: May 19, 1997 By:
Kenneth L. Buckler
Chief Financial Officer