UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 0-14645
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DIVERSIFIED HISTORIC INVESTORS II
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2361261
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1521 Locust Street, Philadelphia, PA 19102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 557-9800
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N/A
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(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
DIVERSIFIED HISTORIC INVESTORS II
(a Pennsylvania limited partnership)
CONSOLIDATED BALANCE SHEETS
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Assets
March 31, 2003 December 31, 2002
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(Unaudited)
Rental properties, at cost:
Land $ 847,082 $ 847,082
Buildings and improvements 39,014,097 39,014,097
Furniture and fixtures 3,647,251 3,627,465
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43,508,430 43,488,644
Less - accumulated depreciation (26,775,996) (26,361,987)
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16,732,434 17,126,657
Cash and cash equivalents 152,824 119,481
Restricted cash 1,905,634 1,639,334
Accounts and notes receivable 208,100 252,319
Other assets (net of
accumulated amortization of
$563,148 and $550,675) 1,628,491 1,709,045
----------- -----------
Total $20,627,483 $20,846,836
=========== ===========
Liabilities and Partners' Equity
Liabilities:
Debt obligations $32,573,716 $32,608,543
Accounts payable:
Trade 4,216,299 4,003,547
Related parties 2,941,639 3,008,831
Interest payable 14,272,685 13,968,150
Accrued liabilities 1,762,711 1,735,498
Tenant security deposits 320,807 323,436
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Total liabilities 56,087,857 55,648,005
Partners' deficit (35,460,374) (34,801,169)
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Total $20,627,483 $20,846,836
=========== ===========
The accompanying notes are an integral part of these financial statements.
DIVERSIFIED HISTORIC INVESTORS II
(a Pennsylvania limited partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended
March 31,
2003 2002
---- ----
Revenues:
Rental income $1,359,385 $1,324,402
Hotel income 321,940 400,542
Other income 0 600
Interest income 3,055 1,875
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Total revenues 1,684,380 1,727,419
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Costs and expenses:
Rental operations 520,745 493,777
Hotel operations 284,241 336,532
Interest 1,112,117 1,029,523
Depreciation and amortization 426,482 437,965
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Total costs and expenses 2,343,585 2,297,797
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Net loss ($ 659,205) ($ 570,378)
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Net loss per limited
partnership unit ($ 31.69) ($ 27.42)
========== ==========
The accompanying notes are an integral part of these financial statements.
DIVERSIFIED HISTORIC INVESTORS II
(a Pennsylvania limited partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(Unaudited)
Three months ended
March 31,
2003 2002
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Cash flows from operating activities:
Net loss ($659,205) ($570,377)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation and amortization 426,482 437,964
Changes in assets and liabilities:
Increase in restricted cash (266,301) (447,191)
Decrease (increase) in accounts receivable 44,219 (55,403)
Decrease in other assets 68,082 754,423
Increase in accounts payable - trade 212,752 115,498
(Decrease) increase in accounts
payable - related parties (67,192) 93,081
Increase (decrease) in interest payable 304,534 (446,887)
Increase in accrued liabilities 27,213 41,278
(Decrease) increase in tenant security
deposits (2,629) 16,649
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Net cash provided by (used in)
operating activities 87,955 (60,965)
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Cash flow from investing activities:
Capital expenditures (19,785) (19,316)
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Net cash used in investing activities (19,785) (19,316)
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Cash flows from financing activities:
Principal payments under debt obligations (34,827) (31,605)
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Net cash used in financing activities (34,827) (31,605)
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Increase (decrease) in cash and cash
equivalents 33,343 (111,886)
Cash and cash equivalents at beginning
of period 119,481 175,264
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Cash and cash equivalents at end of period $152,824 $ 63,378
======== ========
The accompanying notes are an integral part of these financial statements.
DIVERSIFIED HISTORIC INVESTORS II
(a Pennsylvania limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The unaudited consolidated financial statements of Diversified
Historic Investors II (the "Registrant") and related notes have been
prepared pursuant to the rules and regulations of the Securities and
Exchange Commission. Accordingly, certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
omitted pursuant to such rules and regulations. The accompanying
consolidated financial statements and related notes should be read in
conjunction with the audited financial statements and notes thereto in
Form 10-K of the Registrant for the year ended December 31, 2002.
The information furnished reflects, in the opinion of management, all
adjustments, consisting of normal recurring accruals, necessary for a
fair presentation of the results of the interim periods presented.
NOTE 2 - SUBSEQUENT EVENT
The Registrant has determined that it is insolvent because (i) the
amount of its liabilities exceeds the fair market value of its assets
and (ii) it is unable to pay its debts as they become due.
Accordingly, pursuant to its partnership agreement, Registrant has
begun the process of dissolution. In connection therewith, on June 30,
2003, the Registrant transferred its interest in Tindeco Wharf to an
affiliate of the owner of the second mortgage loan secured by the
property of Tindeco Wharf. At transfer, the liabilities of Tindeco
Wharf exceeded the value of Registrant's interest in Tindeco Wharf. In
exchange for such interest, Registrant's cost of dissolution, up to
$100,000, will be paid by the holder of such second mortgage loan.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
(1) Liquidity
As of March 31, 2003, Registrant had cash of $152,824.
Cash generated from operations is used primarily to fund operating
expenses and debt service. If cash flow proves to be insufficient,
the Registrant will attempt to negotiate loan modifications with the
various lenders in order to remain current on all obligations. The
Registrant is not aware of any additional sources of liquidity.
As of March 31, 2003, Registrant had restricted cash of
$1,905,634 consisting primarily of funds held as security deposits,
replacement reserves and escrows for taxes and insurance. As a
consequence of the restrictions as to use, Registrant does not deem
these funds to be a source of liquidity.
In recent years the Registrant has realized significant
losses, including the foreclosure of two properties, due to the
properties' inability to generate sufficient cash flow to pay their
operating expenses and debt service. At the present time, the two
remaining properties are able to pay their operating expenses and debt
service but it is unlikely that any cash will be available to the
Registrant to pay its general and administrative expenses. Effective
March 22, 2001, Washington Square was foreclosed by the holder of the
mortgage and a judgment. In the legal proceeding involving Morrison
Clark, if Capital Bank executes its $1,800,000 judgment against the
Registrant, it is expected to have a significant adverse impact on the
Registrant since there is insufficient available cash to pay the
judgment. Any such execution could result in a forced sale of the
Registrant's remaining properties. See Part II.(1) Legal Proceedings.
On June 30, 2003, the Registrant transferred its
interest in Tindeco Wharf to an affiliate of the owner of the second
mortgage loan secured by the property. At transfer, the liabilities of
Tindeco Wharf exceeded the value of Registrant's interest in Tindeco
Wharf. In exchange for such interest, Registrant's cost of
dissolution, up to $100,000, will be paid by the holder of such second
mortgage loan.
(2) Capital Resources
Any capital expenditures needed are generally replacement
items and are funded out of cash from operations or replacement
reserves, if any. The Registrant is not aware of any factors which
would cause historical capital expenditure levels not to be indicative
of capital requirements in the future and accordingly, does not
believe that it will have to commit material resources to capital
investment for the foreseeable future.
(3) Results of Operations
During the first quarter of 2003, Registrant incurred a
net loss of $659,205 ($31.69 per limited partnership unit) compared to
a net loss of $570,377 ($27.42 per limited partnership unit) for the
same period in 2002.
Rental income increased $34,983 from $1,324,402 in the
first quarter of 2002 to $1,359,385 in the same period in 2003. The
increase in rental income is due to an increase in average rental
rates for commercial tenants at Tindeco Wharf.
Hotel income decreased $78,602 from $400,542 in the first
quarter of 2002 to $321,940 in the same period in 2003. The decrease
in hotel income is due to a decrease in average occupancy (68% to 54%)
at the River Street Inn/Factors Walk.
Interest income increased $1,180 from $1,875 in the first
quarter of 2002 to $3,055 in the same period in 2003. The increase in
interest income is due to an increase in invested cash balances at
Tindeco Wharf.
Rental operations expense increased by $26,968 from
$493,777 in the first quarter of 2002 to $520,745 in the same period
of 2003. The increase in rental operations expense is due to an
increase in utilities, wages and salaries expense and miscellaneous
operating expense at Tindeco Wharf. The increase in utilities expense
is due to an increase in electric and gas charges. The increase in
wages and salaries expense is due to an increase in managers' salaries
and janitorial wages. The increase in miscellaneous operating expenses
is due to an increase in office expense and furniture rentals.
Hotel operations expense decreased $52,291 from 336,532
in the first quarter of 2002 to $284,241 in the same period of 2003.
The decrease in hotel operations expense is due to the decrease in
room expense and maintenance expense, partially offset by an increase
in utilities expense at Factors Walk. The decrease in room expense is
due to a decrease in room cleaning supplies and guest supplies due to
the decrease in average occupancy. The decrease in maintenance expense
is due to a decrease in maintenance contracts and electrical and
mechanical expenses. The increase in utilities expense is due to an
increase in electric and gas charges.
Interest expense increased $82,594 from $1,029,523 in the
first quarter of 2002 to $1,112,117 in the same period in 2003. The
increase in interest expense is due to an increase in the principal
balance upon which interest is calculated at Factors Walk.
Losses incurred during the first quarter of 2003 at the
Registrant's properties were approximately $566,000. Losses incurred
during the first quarter of 2002 at the Registrant's two properties
were approximately $473,000.
In the first quarter of 2003, Registrant incurred a loss
of $280,000 at Tindeco Wharf including $317,000 of depreciation and
amortization expense, compared to a loss of $232,000 in the first
quarter of 2002, including $319,000 of depreciation and amortization
expense. The increase in loss from the first quarter of 2002 to the
same period in 2003 is due to an increase in utilities, wages and
salaries and miscellaneous operating expense, partially offset by an
increase in rental income. The increase in utilities expense is due
to an increase in electricity and gas charges. The increase in wages
and salaries expense is due to an increase in managers' salaries and
janitorial wages. The increase in miscellaneous operating expenses is
due to an increase in office expense and furniture rentals. The
increase in rental income is due to an increase in average rental
rates for commercial tenants.
On June 30, 2003, the Registrant transferred its interest
in Tindeco Wharf to an affiliate of the owner of the second mortgage
loan secured by the property. At transfer, the liabilities of Tindeco
Wharf exceeded the value of Registrant's interest in Tindeco Wharf. In
exchange for such interest, Registrant's cost of dissolution, up to
$100,000, will be paid by the holder of such second mortgage loan.
In the first quarter of 2003, Registrant incurred a loss
of $286,000 at The River Street Inn/Factor's Walk including $106,000
of depreciation and amortization expense, compared to a loss of
$241,000 including $105,000 of depreciation and amortization expense
in the first quarter of 2002. The increase in the loss from the first
quarter of 2002 to the same period in 2003 is due to a decrease in
hotel income and an increase in utilities expense, partially offset by
a decrease in room expense and maintenance expense. The decrease in
hotel income is due to a decrease in average occupancy (68% to 54%).
The increase in utilities expense is due to an increase in electric
and gas charges. The decrease in room expense is due to a decrease in
room cleaning supplies and guest supplies due to the decrease in
average occupancy. The decrease in maintenance expense is due to a
decrease in maintenance contracts and electrical and mechanical
expenses.
Item 3. Quantitative and Qualitative Disclosures
About Market Risk
All of our assets and liabilities are denominated in U.S.
dollars, and as a result, we do not have exposure to currency exchange
risks.
We do not engage in any interest rate, foreign currency
exchange rate or commodity price-hedging transactions, and as a
result, we do not have exposure to derivatives risk.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our
Securities Exchange Act of 1934 reports is recorded, processed,
summarized and reported within the time periods specified in the SEC's
rules and forms, and that such information is accumulated and
communicated to our management, including our managing partner's
principal executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required disclosure.
In designing and evaluating the disclosure controls and procedures,
our management recognized that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives, and our management
necessarily was required to apply its judgment in evaluating the cost-
benefit relationship of possible controls and procedures.
Under the supervision of our managing partner's principal
executive officer and principal financial officer we have carried out
an evaluation of the effectiveness of our adopted disclosure controls
and procedures as of the end of the period covered by this report.
Based upon that evaluation, our managing partner's president and
treasurer concluded that our disclosure controls and procedures are
effective.
There have been no significant changes in our internal
controls over financial reporting that has materially affected, or is
reasonably likely to materially affect, our internal control over
financial reporting during our most recent fiscal quarter.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In May 1992, a partnership 69% owned by the Registrant
filed a reorganization petition pursuant to Chapter 11 of the U.S.
Bankruptcy Code in order to forestall foreclosure by a lender on the
property owned by it. In addition, the lender filed a claim against
the Registrant on its guaranty of payment of the partnership's debt.
In February 1993, the lender, with permission of the bankruptcy court,
foreclosed on the property. In November 1993, the lender obtained a
judgment in the matter of Capital Bank, N.A. v. Diversified Historic
Investors II in the amount of $1,800,000. The judgement has not been
executed by the lender.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted during the quarter covered by
this report to a vote of security holders.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit Number Document
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3 Registrant's Amended and
Restated Certificate of Limited
Partnership and Agreement of
Limited Partnership, previously
filed as part of Amendment No.
2 of Registrant's Registration
Statement on Form S-11, are
incorporated herein by
reference.
21 Subsidiaries of the Registrant
are listed in Item 2.
Properties on Form 10-K,
previously filed and
incorporated herein by
reference.
31 General Partners Opinion
Certification
32 Certification Pursuant to 18
U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K:
No reports were filed on Form 8-K during the quarter
ended March 31, 2003.
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
DIVERSIFIED HISTORIC INVESTORS II
By: Dover Historic Advisors, its general
partner
By: EPK, Inc., managing partner
Date: August 12, 2004 By: /s/ Spencer Wertheimer
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SPENCER WERTHEIMER
President (principal executive
officer, principal financial
officer)
Exhibit 31
CERTIFICATION
I, Spencer Wertheimer, certify that:
1. I have reviewed this quarterly report on Form 10-Q for the
quarterly period ended March 31, 2003 of Diversified Historic
Investors II;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this report;
4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) [Omission in accordance with SEC Release Nos. 33-
8238, 34-47986 and IC-26068 (June 5, 2003)] for the registrant and
have:
(a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under my
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to me by others within those entities, particularly during
the period in which this report is being prepared;
(b) [Omitted in accordance with SEC Release Nos. 33-8238, 34-
47986 and IC-26068 (June 5, 2003)];
(c) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report my
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
5. I have disclosed, based on my most recent evaluation of
internal control over financial reporting, to the registrant's
auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: August 12, 2004 /s/ Spencer Wertheimer
--------------- ----------------------
Name: Spencer Wertheimer
Title: President (principal
executive officer,
principal financial
officer) of the
registrant's managing
partner, EPK, Inc.
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Diversified Historic
Investors II on Form 10-Q for the quarterly period ended March 31,
2003 as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Spencer Wertheimer, President and Treasurer
of the Company's managing partner, EPK, Inc., certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934, and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Date: August 12, 2004 /s/ Spencer Wertheimer
--------------- ----------------------
Name: Spencer Wertheimer
Title: President (principal
executive officer,
principal financial
officer) of the
registrant's managing
partner, EPK, Inc.