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 June 30, 2001
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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
- -----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2361261
- -------------- -----------------
(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
------ ------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
DIVERSIFIED HISTORIC INVESTORS II
(a Pennsylvania limited partnership)
CONSOLIDATED BALANCE SHEETS
---------------------------
Assets
June 30, 2001 December 31, 2000
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(Unaudited)
Rental properties, at cost:
Land $ 847,082 $ 934,582
Buildings and improvements 38,847,686 41,596,269
Furniture and fixtures 3,483,785 3,633,054
----------- -----------
43,178,553 46,163,905
Less - accumulated
depreciation (23,803,721) (24,737,850)
----------- -----------
19,374,832 21,426,055
Cash and cash equivalents 92,072 23,681
Restricted cash 2,105,742 1,767,238
Accounts and notes receivable 224,386 200,441
Other assets (net of
amortization of $465,762 and
$445,407) 1,446,994 1,657,299
----------- -----------
Total $23,244,026 $25,074,714
=========== ===========
Liabilities and Partners' Equity
Liabilities:
Debt obligations $32,790,630 $33,792,649
Accounts payable:
Trade 3,688,409 3,681,307
Related parties 2,653,048 2,879,080
Interest payable 13,492,541 13,260,609
Accrued liabilities 1,622,735 1,490,592
Tenant security deposits 287,627 277,730
----------- -----------
Total liabilities 54,534,990 55,381,967
Partners' deficit (31,290,964) (30,307,253)
----------- -----------
Total $23,244,026 $25,074,714
=========== ===========
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 Six months
ended June 30, ended June 30,
2001 2000 2001 2000
---- ---- ---- ----
Revenues:
Rental income $1,329,034 $1,419,045 $2,666,429 $2,680,446
Hotel income 465,269 376,875 844,918 680,161
Interest income 9,738 2,633 19,349 5,630
---------- ---------- ---------- ----------
Total revenues 1,804,041 1,798,553 3,530,696 3,366,237
Costs and expenses:
Rental operations 474,293 623,622 980,153 1,153,642
Hotel operations 340,292 283,233 643,163 544,327
General and
administrative 0 49,500 0 99,000
Interest 1,034,750 771,073 2,061,479 1,809,771
Depreciation and
amortization 435,383 441,269 898,070 882,539
---------- ---------- ---------- ----------
Total costs and
expenses 2,284,718 2,168,697 4,582,865 4,489,279
---------- ---------- ---------- ----------
Net loss before
extraordinary
item ($ 480,677)($ 370,144)($1,052,169)($1,123,042)
Extraordinary gain
on extinguishment
of debt 0 0 68,458 0
---------- ---------- ---------- ----------
Net loss ($ 480,677)($ 370,144)($ 983,711)($1,123,042)
========== ========== ========== ==========
Net loss per
limited
partnership unit:
Before
extraordinary
item ($ 23.11)($ 17.79) ($ 50.58)($ 53.99)
Extraordinary
item 0 0 3.29 0
---------- ---------- ---------- ----------
Net loss per
limited
partnership
unit ($ 23.11)($ 17.79)($ 47.29)($ 53.99)
========== ========== ========== ==========
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)
Six months ended
June 30,
2001 2000
---- ----
Cash flows from operating activities:
Net loss ($983,711) ($1,123,042)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Depreciation and amortization 898,070 882,539
Extraordinary gain on extinguishment
of debt (68,458) 0
Changes in assets and liabilities:
Increase in restricted cash (338,504) (912,772)
Increase in accounts receivable (23,945) (28,596)
Decrease (increase) in other assets 183,865 (34,947)
Increase in accounts payable - trade 7,102 513,270
Increase in accounts payable -
related parties 25,219 128,399
Increase in interest payable 231,932 600,401
Increase in accrued liabilities 132,143 35,480
Increase in tenant security deposits 9,897 12,115
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Net cash provided by operating
activities 73,610 72,847
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Cash flow from investing activities:
Capital expenditures (67,328) 0
-------- ----------
Net cash used in investing activities (67,328) 0
-------- ----------
Cash flows from financing activities:
Borrowings under debt obligations 147,972 185,750
Principal payments under debt
obligations (85,863) (237,690)
-------- ----------
Net cash provided by (used in)
financing activities 62,109 (51,940)
-------- ----------
Increase in cash and cash equivalents 68,391 20,907
Cash and cash equivalents at beginning
of period 23,681 38,110
-------- ----------
Cash and cash equivalents at end of
period $ 92,072 $ 59,017
======== ==========
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, 2000.
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 - EXTRAORDINARY GAIN
Effective as of March 22, 2001 Washington Square was foreclosed by the
holder of the mortgage and the judgment. As a result, the Registrant
recognized an extraordinary gain on the extinguishment of debt in the
amount of $68,458 which is the difference between the debt of the
property and the net book value of the assets.
NOTE 3 - 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 June 30, 2001, Registrant had cash of $92,072.
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 June 30, 2001, Registrant had restricted cash of
$2,105,741 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. Washington
Square was foreclosed by the holder of the mortgage and a judgment on
March 22, 2001. In the legal proceeding involving Morrison Clark Inn,
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. Item 1. Legal
Proceedings.
It is the Registrant's intention to continue to hold
the remaining properties until they can no longer meet the debt
service requirements (or, as described above, Capital Bank executes
its judgment against the Registrant), and the properties are
foreclosed, or the market value of the properties increases to a point
where they can be sold at a price which is sufficient to repay the
underlying indebtedness (principal plus accrued interest).
In 2003, the Registrant 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.
(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 second quarter of 2001, Registrant incurred a
net loss of $480,677 ($23.11 per limited partnership unit) compared to
a net loss of $370,144 ($17.79 per limited partnership unit) for the
same period in 2000. For the first six months of 2001, the Registrant
incurred a net loss of $983,711 ($47.29 per limited partnership unit)
compared to a net loss of $1,123,042 ($53.99 per limited partnership
unit) for the same period in 2000.
Rental income decreased $90,011 from $1,419,045 in the
second quarter of 2000 to $1,329,034 in the same period in 2001 and
decreased $14,017 from $2,680,446 for the first six months of 2000 to
$2,666,429 in the same period of 2001. The decrease in rental income
from both the second quarter and the first six months of 2000 to the
same period in 2001 occurred at the River Street Inn/Factor's Walk and
Washington Square, partially offset by an increase in rental income at
Tindeco Wharf. The decrease in rental income at The River Street
Inn/Factor's Walk is due to a decrease in percentage rent paid by
commercial tenants based on a percentage of monthly sales. The
decrease in rental income at Washington Square is due to the
foreclosure of the property on March 22, 2001. The increase in rental
income at Tindeco Wharf is due to an increase in both residential and
commercial rental rates.
Hotel income increased $88,394 from $376,875 in the
second quarter of 2000 to $465,269 in the same period in 2001 and
increased $164,757 from $680,161 for the first six months of 2000 to
$844,918 for the same period in 2001. The increase in hotel income
from both the second quarter and the first six months of 2000 to the
same period in 2001 is due to an increase in average occupancy at The
River Street Inn/Factor's Walk for the second quarter (70% to 80%) and
for the first six months (63% to 73%).
Rental operations expense decreased by $149,329 from
$623,622 in the second quarter of 2000 to $474,293 in the same period
in 2001 and decreased $173,489 from $1,153,642 for the first six
months of 2000 to $980,153 for the same period in 2001. The decrease
in rental operations expense from both the second quarter and the
first six months of 2000 to the same period in 2001 is due to the
foreclosure of Washington Square on March 22, 2001 combined with a
decrease in maintenance expense and insurance expense at Tindeco
Wharf. The decrease in maintenance expense is due to a decrease in
maintenance service and supply, combined with a decrease in HVAC
repairs. The decrease in insurance expense is due to a decrease in
policy premiums.
Hotel operations expense increased $57,059 from $283,233
in the second quarter of 2000 to $340,292 in the same period in 2001
and for the six months increased $98,926 from $544,237 during 2000 to
$643,163 during 2001. The increase in hotel operations expense from
both the second quarter and the first six months of 2000 to the same
period in 2001 is due to an increase in average occupancy for the
second quarter (70% to 80%) and for the first six months (63% to 73%).
Interest expense increased $263,677 from $771,073 in
the second quarter of 2000 to $1,034,750 in the same period in 2001,
and increased $251,708 from $1,809,771 for the first six months of
2000 to $2,061,479 for the same period in 2001. Interest expense
increased at Tindeco Wharf due to a decrease in the interest returned
to the property by the trustee of the City of Baltimore refunding
bonds. This decrease corrects prior period errors when the trustee
returned interest in excess of what it should.
Effective as of March 22, 2001 Washington Square was
foreclosed by the holder of a mortgage and a judgment. As a result,
the Registrant recognized an extraordinary gain on the extinguishment
of debt in the amount of $68,458 which is the difference between the
debt of the property and the net book value of the assets.
Losses incurred during the quarter at the Registrant's
two properties were approximately $462,000 compared to a loss at the
Registrants three properties of approximately $229,000 for the same
period in 2000. For the first six months of 2001, the Registrant's
three properties incurred a loss of approximately $876,000 compared to
a loss of approximately $845,000 for the same period in 2000.
In the second quarter of 2001, Registrant incurred a loss
of $296,000 at Tindeco Wharf including $317,000 of depreciation and
amortization expense, compared to a loss of $64,000 in the second
quarter of 2000, including $298,000 of depreciation and amortization
expense and, for the first six months of 2001, incurred a loss of
$530,000 including $631,000 of depreciation and amortization expense,
compared to a loss of $411,000 for the same period in 2000, including
$596,000 of depreciation and amortization expense. The increase in
loss from the second quarter and the first six months of 2000 to the
same period in 2001 is due to an increase in interest expense, legal
and accounting expense and utility expense, partially offset by a
decrease in maintenance expense and insurance expense, combined with
an increase in rental income. The increase in interest expense is due
to a decrease in the interest returned to the property by the trustee
of the City of Baltimore refunding bonds. This decrease corrects prior
period errors when the trustee returns interest in excess of what it
should. The increase in legal expense is due to an increase in
services rendered. The increase in utility expense is due to an
increase in natural gas charges. The decrease in maintenance expense
is due to a decrease in maintenance service and supply, combined with
an increase in HVAC repairs. The increase in rental income is due to
an increase in both residential and commercial rental rates.
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.
In the second quarter of 2001, Registrant incurred a loss
of $166,000 at The River Street Inn/Factor's Walk including $105,000
of depreciation expense, compared to a loss of $146,000 including
$99,000 of depreciation expense in the second quarter of 2000. The
increase in the loss from the second quarter of 2000 to the same
period in 2001 is due to a decrease in rental income and an increase
in hotel operating expense, partially offset by an increase in hotel
income. The decrease in rental income is due to a decrease in
percentage rent paid by commercial tenants based on a percentage of
monthly sales. The increase in hotel operating expense combined with
an increase in hotel income is due to an increase in average occupancy
(70% to 80%).
For the first six months of 2001, Registrant incurred a
loss of $425,000 at The River Street Inn/Factor's Walk including
$210,000 of depreciation expense, compared to a loss of $406,000 for
the same period in 2000, including $198,000 of depreciation expense.
The increase in the loss from the first six months of 2000 to the same
period in 2001 is due to a decrease in rental income combined with an
increase in hotel operations expense, partially offset by an increase
in hotel income. The decrease in rental income is due to a decrease in
percentage rent paid by commercial tenants based on a percentage of
monthly sales. The increase in hotel operating expense, combined with
an increase in hotel income is due to an increase in occupancy (63% to
73%).
In the first six months of 2001, the Registrant
recognized net income at Washington Square of $79,000 including
$30,000 of depreciation and amortization expense compared to a loss if
$28,000 including $62,000 of depreciation and amortization expense
during 2000. Included in income for the first six months of 2001 is an
extraordinary gain of $68,458 related to the foreclosure of the
property on March 22, 2001.
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. This judgement has not been
executed by the lender.
Item 2. 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 3. Exhibits and Reports on Form 8-K
(a) Exhibit Number Document
-------------- --------
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 June 30, 2001.
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.
Date: June 1, 2004 DIVERSIFIED HISTORIC INVESTORS II
------------
By: Dover Historic Advisors, its General
Partner
By: EPK, Inc., Managing Partner
By: /s/ Spencer Wertheimer
----------------------
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 June 30, 2001 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: June 1, 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 (the "Company") on Form 10-Q for the quarterly period
ended June 30, 2001 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: June 1, 2004 /s/ Spencer Wertheimer
------------ Name: ----------------------
Spencer Wertheimer
Title: President(principal executive
officer, principal financial
officer) of the registrant's
managing partner, EPK, Inc.