UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended: November 30, 1995 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT [FEE REQUIRED]
Commission file number: 0-11763
COMMERCIAL PROPERTIES 2, L.P.
(formerly Hutton/GSH Commercial Properties 2)
---------------------------------------------
Exact name of registrant as specified in its charter
Virginia 13-3130258
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State or other jurisdiction I.R.S. Employer Identification No.
of incorporation
3 World Financial Center, 29th Floor
New York, NY ATTN: Andre Anderson 10285
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (212) 526-3237
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
Title of Class
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 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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
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DOCUMENTS INCORPORATED BY REFERENCE:
Portions of Prospectus of Registrant dated June 3, 1983 (included in Amendment
No. 2 to Registration Statement, No. 2-79072, of Registrant filed June 1, 1983)
are incorporated by reference into Part III.
Portions of Parts I, II and IV are incorporated by reference to the
Registrant's Annual Report to Unitholders for the year ended November 30, 1995
filed as an exhibit under Item 14.
PART I
Item 1. Business
(a) General Development of Business
Commercial Properties 2, L.P. (the "Registrant" or the "Partnership") (formerly
known as Hutton/GSH Commercial Properties 2) is a Virginia limited partnership
organized pursuant to a Certificate and Agreement of Limited Partnership dated
September 1, 1983, of which Real Estate Services VII, Inc. ("RE Services"),
formerly Hutton Real Estate Services VII, Inc. (see Item 10. "Certain Matters
Involving Affiliates"), and HS Advisors III, Ltd. ("HS Advisors") are the
general partners (together, the "General Partners"). Commencing June 3, 1983,
the Registrant began offering through E.F. Hutton & Company Inc. up to a
maximum of 100,000 units of limited partnership interests (the "Units") at $500
per Unit. The Units were registered under the Securities Act of 1933, as
amended, under Registration Statement No. 2-79072, which Registration Statement
was declared effective on June 3, 1983. The offering of Units was terminated
on September 1, 1983. Upon the termination of the offering the Regist rant had
accepted subscriptions for 100,000 Units for an aggregate of $50,002,000,
including the General Partners' capital contributions. As of November 30,
1995, all of the proceeds available for investment in real estate have been
invested or committed for investment.
Since the inception of operations, the Registrant has acquired and disposed of
an interest as the general partner in the following limited partnerships: (i)
14800 Quorum Associates, Ltd., a Texas limited partnership formed to own and
operate the Quorum I Office Building, and (ii) First Trade Center Office
Associates, a Maryland limited partnership formed to own and operate Maryland
Trade Center Building II. The Registrant had also acquired interests in the
following joint ventures: (i) Two Financial Centre Associates Joint Venture, an
Arkansas joint venture partnership formed to own and operate Two Financial
Centre, (ii) Maitland Building C Joint Venture, a Florida joint venture
partnership formed to own and operate Maitland Center Office Building C, and
(iii) Gamma Building Associates Joint Venture, a California joint venture
partnership formed to own and operate Swenson Business Park - Building C. For
further descriptions of the properties see Note 5 "Real Estate Investments" of
th e Notes to the Consolidated Financial Statements of the Partnership's Annual
Report to Unitholders for the year ended November 30, 1995 filed as an exhibit
under Item 14. (The three buildings described immediately above are
collectively referred to herein as the "Properties"). To the extent that funds
committed for investment or held as a working capital reserve have not been
expended (and have not otherwise been distributed to the Limited Partners as a
return of capital), the Registrant has invested such funds in bank certificates
of deposit, unaffiliated money market funds or other highly liquid short-term
investments where there is appropriate safety of principal, in accordance with
the Registrant's investment objectives and policies.
(b) Financial Information About Industry Segment
The Registrant's sole business is the ownership and operation of the
Properties. All of the Registrant's revenues, operating profit or losses and
assets relate solely to such industry segment.
(c) Narrative Description of Business
Incorporated by reference to Note 1 "Organization" of the Notes to Consolidated
Financial Statements in the Partnership's Annual Report to Unitholders for the
year ended November 30, 1995 filed as an exhibit under Item 14.
The Registrant's principal investment objectives with respect to the Properties
(in no particular order of priority) are:
1) Capital appreciation;
2) Distributions of net cash from operations attributable to rental income;
and
3) Preservation and protection of capital.
Distributions of net cash from operations will be the Registrant's objective
during its operational phase, while the preservation and appreciation of
capital will be the Registrant's long-term objective. Future distributions
will be made from rental operations with respect to the Registrant's investment
in the Properties, as well as from interest on short-term investments and
return of capital. The attainment of the Registrant's investment objectives
will depend on many factors, including future economic conditions in the United
States as a whole and, in particular, in the localities in which the
Registrant's Properties are located, especially with regard to achievement of
capital appreciation.
From time to time the Registrant expects to sell its Properties taking into
consideration such factors as market conditions for these types of properties,
leasing conditions, property cash flow, if any, to be realized, and the
possible risks of continued ownership. No property will be sold, financed or
refinanced by the Registrant without the agreement of both General Partners.
Proceeds from any future sale, financing or refinancing of the Properties will
not be reinvested but will be distributed to the Partners to the extent there
is sufficient working capital, so that the Registrant will, in effect, be
self-liquidating. As part payment for Properties sold, the Registrant may
receive purchase money obligations secured by mortgages or deeds of trust. In
such cases, the amount of such obligations will not be included in Net Proceeds
From Sale or Refinancing (distributable to the Partners) until and to the
extent the obligations are realized in cash, sold or otherwise liquidated.
On July 31, 1989, First Trade Center Office Associates Limited Partnership sold
the Maryland Trade Center II property to an unaffiliated pension fund for an
aggregate sale price of $22,400,000. First Trade Center Office Associates was
composed of the Registrant and the developer of the property (the "Joint
Venture Partners"). The Registrant received proceeds in the amount of
$17,427,548 representing the total purchase price net of closing costs and
distributions made to the Joint Venture Partner. In addition, the Registrant
received $208,982 which represented cash held at the property level.
During 1989, the Registrant loaned $7,201,320 in the form of a demand
promissory note to the Two Financial Centre Joint Venture ("TFC"), in which the
Registrant is the managing venturer. The note was issued to enable TFC to pay
the mortgage on Two Financial Centre, which had been accelerated, and to
prevent the lender from foreclosing. On September 17,1990 the demand
promissory note was reissued in the principal amount of $7,383,033 which
includes the original principal of $7,201,320 and accrued interest of $181,713.
Information pertaining to the loan to TFC is incorporated by reference to Note
6 "Loan to Two Financial Centre Joint Venture" of the Notes to Consolidated
Financial Statements of the Partnership's Annual Report to Unitholders for the
year ended November 30, 1995 filed as an exhibit under Item 14.
On April 4, 1991 the Registrant purchased the 2.5% joint venture interest held
by Boyle Investment Company, successor by merger to Boyle Investment Company of
Florida, Inc., in the Maitland Building C Joint Venture. As a result of this
transaction, the Maitland property, previously owned by the Joint Venture, is
now wholly-owned by the Partnership.
(d) Competition
Incorporated by reference to the section entitled "Property Profiles & Leasing
Update" in the Partnership's Annual Report to Unitholders for the year ended
November 30, 1995 filed as an exhibit under Item 14.
(e) Employees
The Registrant has no employees.
Item 2. Properties
Description of Properties and material leases incorporated by reference to the
section entitled "Property Profiles & Leasing Update" in the Partnership's
Annual Report to Unitholders for the year ended November 30, 1995 filed as an
exhibit under Item 14 and Note 5 "Real Estate Investments" of the Notes to the
Consolidated Financial Statements.
Item 3. Legal Proceedings
The Registrant is not subject to any material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of Unitholders during the fourth quarter of
1995.
PART II
Item 5. Market for Registrant's Limited Partnership Units and Related
Unitholder Matters
(a) Market Information
No established public trading market has developed for the Units, and it is not
anticipated that such a market will develop in the future.
(b) Holders
As of November 30, 1995, the number of holders of Units was 3,744.
(c) Distributions
Cash distributions paid to the Limited Partners for the two years ended
November 30, 1995 incorporated by reference to the section entitled "Message to
Investors" in the Partnership's Annual Report to Unitholders for the year ended
November 30, 1995 filed as an exhibit under Item 14.
Item 6. Selected Financial Data
(dollars in thousands, except per Unit data)
1995 1994 1993 1992 1991
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Total Income $ 3,605 $ 3,660 $ 3,345 $ 2,954 $ 3,242
Net Income (Loss) 597 674 396 90 (283)
Total Assets at Year End 22,201 23,169 25,905 29,076 29,694
Net Cash From Operations 1,878 1,983 1,438 1,247 1,298
Net Income (Loss) per
Limited Partnership Unit: 5.91 6.67 3.92 .89 (2.80)
Cash Distributions per
Limited Partnership Unit: 15.75(2) 34.00(1) 17.00(1) 30.00(1) --
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1 Represent returns of capital associated with the sale of the Maryland Trade
Center in 1989.
2 Includes returns of capital associated with the sale of the Maryland Trade
Center in 1989 in the amount of $3.64 per Unit.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
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The Registrant had cash and cash equivalents at November 30, 1995 of $2,461,901
compared with $2,524,376 at November 30, 1994. The $62,475 decrease is a
result of the payment of cash distributions and capital expenditures in the
amount of $1,590,909 and $349,375, respectively, in excess of cash provided by
operations in the amount of $1,877,809. The Registrant also had a restricted
cash balance of $174,919 at November 30, 1995 which is primarily made up of
security deposits. Rent and other receivables totaled $146,963 at November 30,
1995 compared to $101,030 at November 30, 1994. The increase of $45,933 is
primarily associated with the timing of rental payments which were received
after fiscal year-end. The Registrant expects sufficient cash flow from
operations to be generated to meet its current operating requirements.
At Two Financial Centre, a major tenant vacated the premises upon expiration of
its lease in June 1995. However, the majority of the vacant space was released
during the second quarter to four new tenants. An additional lease, with a
tenant occupying 13,993 square feet or approximately 12% of the property's
leasable space, is scheduled to expire during the fourth quarter of 1996. A
discussion of material leases at all of the Partnership's properties is
incorporated by reference to the sections entitled "Message to Investors" and
"Property Profiles & Leasing Update" contained in the Partnership's Annual
Report to Unitholders for the year ended November 30, 1995 filed as an exhibit
under Item 14.
The Registrant paid cash distributions to the Limited Partners of $15.75 per
Unit for the year ended November 30, 1995, including a distribution of $4.25
per Unit for the fourth quarter of the 1995 fiscal year, which was paid on
January 19, 1996. The 1995 first quarter distribution of $3.00 per unit and
$0.64 of the $4.25 per Unit second quarter distribution represent the remainder
of return of capital of the proceeds from the sale of Maryland Trade Center in
1989. As previously reported, a portion of the proceeds at the time of the
sale were retained to fund any operating deficits, tenant improvements and
leasing commissions required at the Partnership's remaining properties.
Further details regarding cash distributions are incorporated by reference to
the section entitled Message to Investors contained in the Partnership's Annual
Report to Unitholders for the year ended November 30, 1995 filed as an exhibit
under Item 14.
Results of Operations
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1995 Versus 1994
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Partnership operations resulted in net income of $596,558 for the year ended
November 30, 1995, compared to $673,843 for the year ended November 30, 1994.
The decrease of $77,285 is primarily due to lower rental income largely
resulting from lower average occupancy at Two Financial Centre in 1995.
Interest income increased to $149,624 for the year ended November 30, 1995 from
$116,399 a year earlier as a result of the Partnership's higher average cash
balance during 1995.
Property operating expenses totaled $1,465,964 for the year ended November 30,
1995 relatively unchanged from $1,427,276 a year earlier. Depreciation and
amortization totaled $1,347,080 for the year ended November 30, 1995 versus
$1,396,956 for the year ended November 30, 1994.
As of November 30, 1995 occupancy levels at each of the properties were as
follows: Two Financial Centre - 95%; Maitland Center Office Building C - 94%;
and Swenson Business Park, Building C - 100%.
1994 Versus 1993
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Operations resulted in net income of $673,843 for the year ended November 30,
1994, compared to $396,332 in 1993. The increase in net income is primarily
attributable to a 12% increase in rental revenues resulting from higher
occupancy levels and rental rates at Maitland Center Office Building C and Two
Financial Centre. Interest income totaled $116,399 for the year ended November
30, 1994, compared with $157,442 for the year ended November 30, 1993. The
decrease is primarily due to a lower cash balance, reflecting the payment of a
special distribution to Limited Partners totaling $1.7 million on April 22,
1994.
Property operating expenses increased from $1,403,438 for the year ended
November 30, 1993 to $1,427,276 in 1994 primarily as a result of an increase in
insurance premiums for all properties. Depreciation and amortization expense
totaled $1,369,956 for the year ended November 30, 1994, compared with
$1,314,719 in 1993. The slight increase in 1994 reflects additional
depreciation for building and tenant improvements completed at Maitland Center
Office Building C and Two Financial Centre in 1994. General and administrative
- - - affiliates totaled $95,395 for the year ended November 30, 1994, compared
with $110,126 in 1993. The decrease is due to a decrease in salary and
overhead reimbursements. General and administrative - other totaled $93,703
for the year ended November 30, 1994, compared with $120,555 in 1993. The
decrease is primarily due to a decrease in travel expenses, professional fees
and printing and postage costs.
As of November 30, 1994, occupancy levels at each of the properties were as
follows: Two Financial Centre - 100%; Maitland Center Office Building C - 95%;
and Swenson Business Park, Building C - 100%.
Item 8. Financial Statements and Supplementary Data
Incorporated by reference to the Partnership's Annual Report to Unitholders for
the year ended November 30, 1995 filed as an exhibit under Item 14 and page F-1
of this report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The Registrant has no officers and directors. Real Estate Services VII, Inc
and HS Advisors, the co-General Partners of the Registrant, jointly manage and
control the affairs of the Registrant and have general responsibility and
authority in all matters affecting its business.
The directors and executive officers of Real Estate Services VII, Inc. and HS
Advisors are listed respectively below:
Real Estate Services VII, Inc.
- - ------------------------------
Real Estate Services VII, Inc., formerly known as Hutton Real Estate Services
VII, Inc., is a Delaware corporation formed on August 2, 1982 and is an
indirect wholly-owned subsidiary of Lehman Brothers Inc. ("Lehman"). See the
section captioned "Certain Matters Involving Affiliates" below for a
description of the sale of certain of Shearson Lehman Brothers, Inc.'s
("Shearson") domestic retail brokerage and asset management businesses to Smith
Barney, Harris Upham & Co Incorporated, which resulted in a change in the
general partner's name. The names and ages of, as well as the positions held
by, the directors and executive officers of Real Estate Services VII, Inc. are
set forth below. There are no family relationships between any officer or
director and any other officer or director.
Certain officers and directors of Real Estate Services VII, Inc. are now
serving (or in the past have served) as officers and directors of entities
which act as general partners of a number of real estate limited partnerships
which have sought protection under the provisions of the Federal Bankruptcy
Code. The partnerships which have filed bankruptcy petitions own real estate
which has been adversely affected by the economic conditions in the markets in
which that real estate is located and, consequently, the partnerships sought
the protection of the bankruptcy laws to protect the partnership's assets from
loss through foreclosure.
Name Office
----------------- ------
Rocco F. Andriola Director, President, Chief Executive Officer
Chief Operating Officer and
Chief Financial Officer
Michael Marron Vice President
Kenneth Zakin Director, Vice President
William Caulfield Vice President
Roy W. Pollitt Vice President
Rocco F. Andriola, 37, is a Senior Vice President of Lehman Brothers in its
Diversified Asset Group. Since joining Lehman Brothers in 1986, Mr. Andriola
has been involved in a wide range of restructuring and asset management
activities involving real estate and other direct investment transactions.
From 1986-89, Mr. Andriola served as a Vice President in the Corporate
Transactions Group of Shearson Lehman Brothers' office of the general counsel.
Prior to joining Lehman Brothers, Mr. Andriola practiced corporate and
securities law at Donovan Leisure Newton & Irvine in New York. Mr. Andriola
received a B.A. from Fordham University, a J.D. from New York University School
of Law, and an LL.M in Corporate Law from New York University's Graduate School
of Law.
Michael Marron, 32, is a Vice President of Lehman Brothers and has been a
member of the Diversified Asset Group since 1990 where he has actively managed
and restructured a diverse portfolio of syndicated limited partnerships. Prior
to joining Lehman Brothers, Mr. Marron was associated with Peat Marwick
Mitchell & Co. serving in both its audit and tax divisions from 1985 to 1989.
Mr. Marron received a B.S. degree from the State University of New York at
Albany in 1985 and is a Certified Public Accountant.
Kenneth L. Zakin, 47, is a Senior Vice President of Lehman Brothers and has
held such title since November 1988. He is currently a senior manager in
Lehman Brothers' Diversified Asset Group and was formerly group head of the
Commercial Property Division of Shearson Lehman Brothers' Direct Investment
Management Group responsible for the management and restructuring of limited
partnerships owning commercial properties throughout the United States. From
January 1985 through November 1988, Mr. Zakin was a Vice President of Shearson
Lehman Brothers Inc. Mr. Zakin is a director of Lexington Corporate
Properties, Inc. He is a member of the Bar of the State of New York and
previously practiced as an attorney in New York City from 1973 to 1984
specializing in the financing, acquisition, disposition, and restructuring of
real estate transactions. Mr. Zakin is a member of the Real Estate Lender's
Association and is currently an associate member of the Urban Land Institute
and a member of the New York District Council Advisory Services Committee. He
received a Juris Doctor degree from St. John's University School of Law in
1973 and a B.A. degree from Syracuse University in 1969.
William Caulfield, 35, is a Vice President of Lehman Brothers and is
responsible for investment management of commercial real estate in the
Diversified Asset Group. Prior to the Shearson/Hutton merger in 1988, Mr.
Caulfield was a Senior Analyst with E.F. Hutton since October 1986 in Hutton's
Partnership Administration Group. Before joining Hutton, Mr. Caulfield was a
Business Systems Analyst at Eaton Corp. from 1985 to 1986. Prior to Eaton, he
was an Assistant Treasurer with National Westminster Bank USA. Mr. Caulfield
holds a B.S. degree in Finance from St. John's University and an M.B.A. from
Long Island University - C.W. Post Campus.
Roy W. Pollitt, 24, is an Associate of Lehman Brothers and is responsible for
the management of various commercial real estate portfolios in the Diversified
Asset Group. Mr. Pollitt joined Lehman Brothers in November 1995. Prior to
that, Mr. Pollitt had attained Senior status with Arthur Anderson L.L.P. in the
Real Estate Services Group, where he had been employed since May 1992. Mr.
Pollitt is a candidate to become a Certified Public Accountant and earned a
B.A. degree in Accounting from the Hagan School of Business at Iona College in
May 1993.
HS Advisors
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HS Advisors is a California limited partnership formed on August 11, 1982, the
sole general partner of which is Hogan Stanton Investment, Inc. ("HS Inc."), a
wholly-owned subsidiary of Goodman Segar Hogan, Inc. ("GSH"). The names and
ages of, as well as the positions held by, the directors and executive officers
of HS Inc. are as set forth below. There are no family relationships between
or among any officer and any other officer or director.
Name Office
----------------- -------
Robert M. Stanton Chairman of the Board, Principal Executive
Officer
Mark P. Mikuta President
John L. Cote Vice President and Treasurer
Julie R. Adie Vice President and Secretary
Robert M. Stanton, 57, is the retired Chairman and Chief Executive Officer of
Goodman Segar Hogan, Inc., a diversified commercial real estate company
headquartered in Norfolk, Virginia. Mr. Stanton joined Goodman Segar Hogan in
1966 and retired from the company in 1993. He is currently President of
Stanton Partners, Inc., a real estate investment and advisory firm. Mr.
Stanton serves as a Trustee of the Urban Land Institute (ULI) and is a past
Trustee and State Director of the International Council of Shopping Centers
(ICSC). He was chairman of the 1981 edition of The Dollars and Cents of
Shopping Centers, published by ULI. Mr. Stanton co-authored The Valuation of
Shopping Centers, published by the American Institute of Real Estate
Appraisers. Currently, he serves on the advisory board of Norfolk Southern
Corporation and is Chairman of the Greater Norfolk Corporation. He holds the
Certified Property Manager (CPM) designation conferred by the Institute of Real
Estate Management. Mr. Stanton also serves as Chairman of American Storage
Properties. A graduate of Old Dominion University with a B.A. Degree in
Banking and Finance, he served as Rector of the Board of Visitors.
Mark P. Mikuta, 41, is President of Goodman Segar Hogan, Inc. and is Controller
of Dominion Capital, Inc., a wholly-owned subsidiary of Dominion Resources.
Mr. Mikuta joined Dominion Resources in 1987. Prior to joining Dominion
Resources, he was an internal auditor with Virginia Commonwealth University in
Richmond, Virginia from 1980 - 1987 and an accountant with Coopers & Lybrand
from 1977 - 1980. Mr. Mikuta earned a bachelor of science degree in accounting
from the University of Richmond in 1977. He is a Certified Public Accountant
(CPA) and Certified Financial Planner (CFP) in the state of Virginia and a
member of the American Institute of Certified Public Accountants.
John L. Cote, 51, is a Vice President of Goodman Segar Hogan, Inc. and Senior
Vice President of Goodman Segar Hogan Hoffler, L.P. ("GSHH"). He heads that
company's Asset Management Division, where he is responsible for the portfolio
of the office, retail and industrial properties throughout the southeastern
United States. Prior to joining GSHH, Mr. Cote was Vice President of
Armada-Hoffler Holdings, Inc., a real estate developer and construction company
located in Chesapeake, Virginia. He was employed by Armada-Hoffler from 1980
through 1993. He holds a B.S. Degree in Political Science from the University
of Southern Mississippi.
Julie R. Adie, 41, is a Vice President of Goodman Segar Hogan, Inc. and Senior
Vice President of Goodman Segar Hogan Hoffler, L.P. ("GSHH"). She is
responsible for investment management of a commercial real estate portfolio for
the company's Asset Management Division. Prior to GSHH, Ms. Adie was an asset
manager with Aetna Real Estate Investors from 1986 to 1988. Ms. Adie practiced
as an attorney from 1978 through 1984 and is currently a member of the Virginia
Bar Association. She holds a B.A. Degree from Duke University, a Juris Doctor
from University of Virginia and an M.B.A. from Dartmouth College.
Certain Matters Involving Affiliates
- - ------------------------------------
On July 31, 1993 Shearson Lehman Brothers sold certain of its domestic retail
brokerage and asset management businesses to Smith Barney, Harris Upham & Co.
Incorporated ("Smith Barney"). Subsequent to the sale, Shearson Lehman
Brothers Inc. changed its name to Lehman Brothers Inc. The transaction did not
affect the ownership of the General Partners. However, the assets acquired by
Smith Barney included the name "Hutton." Consequently, Hutton Real Estate
Services VII, Inc., a General Partner, changed its name to Real Estate Services
VII, Inc. Additionally, effective August 3, 1995, the Partnership changed its
name to Commercial Properties 2, L.P., to delete any reference to "Hutton."
On August 1, 1993, GSH transferred all of its leasing, management and sales
operations to Goodman Segar Hogan Hoffler, L.P., a Virginia limited partnership
("GSHH"). On that date, the leasing, management and sales operations of a
portfolio of properties owned by the principals of Armada/Hoffler ("HK") were
also obtained by GSHH. The General Partner of GSHH is Goodman Segar Hogan
Hoffler, Inc., a Virginia corporation ("GSHH Inc."), which has a 1% interest in
GSHH. The stockholders of GSHH Inc. are GSH with a 62% interest and H.K.
Associates, L.P., an affiliate of HK, with a 38% interest. The remaining
interests in GSHH are limited partnership interests owned 50% by GSH and 49% by
HK. The transaction did not affect the ownership of the General Partners.
Item 11. Executive Compensation
Neither of the General Partners nor any of their directors and officers
received any compensation from the Registrant. See Item 13 below with respect
to a description of certain transactions of the General Partners and their
affiliates with the Registrant.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners
No person (including any "group" as that term is used in Section 13(d)(3) of
the Securities Exchange Act of 1934) is known to the Registrant to be the
beneficial owner of more than five percent of the outstanding Units as of
November 30, 1995.
(b) Security Ownership of Management
No officer or director of the General Partners beneficially owned or owned of
record directly or indirectly any Units of the Registrant as of November 30,
1995.
(c) Changes In Control
None.
Item 13. Certain Relationships and Related Transactions
Pursuant to the Certificate and Agreement of Limited Partnership of the
Registrant, for the year ended November 30, 1995, $5,966 of the Registrant's
net income was allocated to the General Partners ($3,977 to RE Services and
$1,989 to HS Advisors). For a description of the share of Net Cash from
Operations and the allocation of income and loss to which the General Partners
are entitled, reference is made to the material contained on pages 75 through
78 of the Prospectus of Registrant dated June 3, 1983 (the "Prospectus"),
contained in Amendment No. 2 to Registrant's Registration Statement No.
2-79072, under the section captioned "Profits and Losses and Cash
Distributions," which section is incorporated herein by reference thereto.
The Registrant may enter into one or more property management agreements with
GSH pursuant to which GSH will provide certain property management services
with respect to certain Properties owned by the Registrant or its joint
ventures. For such services GSH will be entitled to receive a management fee
as described under the section captioned "Investment Objectives and Policies --
Management of Properties" on page 36 of the Prospectus, which section is
incorporated herein by reference thereto.
Pursuant to Section 12(g) of the Registrant's Certificate and Agreement of
Limited Partnership, the General Partners and certain affiliates may be
reimbursed by the Registrant for certain costs as described on page 16 of the
Prospectus, which description is incorporated herein by reference thereto.
First Data Investor Services Group (formerly "The Shareholder Services Group")
("FDISG") provides partnership accounting and investor relations services for
the Registrant. Prior to May 1993, these services were provided by an
affiliate of one of the General Partners. The Registrant's transfer agent and
certain tax reporting services are provided by Service Data Corporation
("SDC"). Both FDISG and SDC are unaffiliated companies. Disclosure relating
to amounts paid to the General Partners or their affiliates during the past
three years is incorporated by reference to Note 4 "Transactions With the
General Partners and Affiliates" of Notes to Consolidated Financial Statements
contained in the Partnership's Annual Report to Unitholders for the year ended
November 30, 1995 filed as an exhibit under Item 14.
PART IV
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
(a) The following documents are filed as part of this report:
Page
Number
(1) Financial Statements:
Report of Independent Auditors (1)
Consolidated Balance Sheets - At
November 30, 1995 and 1994 (1)
Consolidated Statements of Partners'
Capital (Deficit) - For the years ended
November 30, 1995, 1994 and 1993 (1)
Consolidated Statements of Operations -
For the years ended November 30, 1995,
1994 and 1993 (1)
Consolidated Statements of Cash Flows -
For the years ended November 30, 1995,
1994 and 1993 (1)
Notes to Consolidated Financial Statements (1)
(2) Financial Statement Schedules:
Schedule III - Real Estate and Accumulated
Depreciation F-1
No other schedules are presented because either the information is
not applicable or is included in the financial statements or notes
thereto.
(1) Incorporated by reference to the Partnership's Annual Report to
Unitholders for the year ended November 30, 1995, which is filed as an
exhibit under Item 14.
(a)(3) See Exhibit Index contained herein.
(4)(A) Certificate and Agreement of Limited Partnership (included as, and
incorporated herein by reference to, Exhibit A to the Prospectus
of Registrant dated June 3, 1983, contained in Amendment No. 2 to
the Registration Statement, No. 2-79072, of Registrant filed June
1, 1983).
(4)(B) Subscription Agreement and Signature Page (included as, and
incorporated herein by reference to, Exhibit 3.1 to Amendment No.
1 to Registration Statement No. 2-79072 of Registrant filed May
25, 1983).
(10)(A) Funding Commitment relating to Maitland Center Office Building C,
and the exhibits thereto (included as, and incorporated herein by
reference to, Exhibit (10)(A) to the Registrant's Annual Report on
Form 10-K filed February 28, 1984).
(10)(B) Agreement for Purchase and Sale relating to Quorum I Office
Building, and the exhibits thereto (included as, and incorporated
herein by reference to, Exhibit 28 to the Registrant's Current
Report on Form 8-K filed on or about February 22, 1984).
(10)(C) Agreements relating to Maryland Trade Center Building II (included
as, and incorporated herein by reference to, Exhibit (10)(C) to
the Registrant's Annual Report on Form 10-K filed February 28,
1985 (the "1984 Annual Report")).
(10)(D) Funding Commitment relating to Swenson Business Park Building C
(included as, and incorporated herein by reference to, Exhibit
(10)(D) to the 1984 Annual Report).
(10)(E) Agreements relating to Two Financial Centre Office Building
(included as, and incorporated herein by reference to, Exhibit
(10)(E) to the 1984 Annual Report).
(13) Annual Report to the Unitholders for the year ended November 30,
1995.
(27) Financial Data Schedule
(28) Portions of Prospectus of Registrant dated June 3, 1983 (included
as, and incorporated herein by reference to, Exhibit (28) to the
Registrant's Annual Report on Form 10-K filed February 27, 1988).
(b)(3) Reports on Form 8-K:
No reports on Form 8-K were filed in the fourth quarter of the
fiscal year 1995.
SIGNATURES
--------------
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: February 28, 1996 COMMERCIAL PROPERTIES 2, L.P.
BY: HS Advisors III, Ltd.
General Partner
BY: Hogan Stanton Investment, Inc.
General Partner
BY: /s/Robert M. Stanton
Name: Robert M. Stanton
Title: Chairman of the Board
BY: Real Estate Services VII, Inc.
General Partner
BY: /s/Rocco F. Andriola
Name: Rocco F. Andriola
Title: Director, President, Chief
Executive Officer, Chief
Operating Officer and Chief
Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capabilities and on the dates indicated.
REAL ESTATE SERVICES VII, INC.
A General Partner
Date: February 28, 1996 BY: /s/Rocco F. Andriola
Rocco F. Andriola
Director, President, Chief
Executive Officer, Chief
Operating Officer and Chief
Financial Officer
Date: February 28, 1996 BY: /s/Kenneth L. Zakin
Kenneth L. Zakin
Director, Vice President
Date: February 28, 1996 BY: /s/Michael T. Marron
Michael T. Marron
Vice President
Date: February 28, 1996 BY: /s/William Caulfield
William Caulfield
Vice President
Date: February 28, 1996 BY: /s/Roy Pollitt
Roy Pollitt
Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capabilities and on the dates indicated.
HS ADVISORS III, LTD.
A General Partner
Date: February 28, 1996 BY: /s/Robert M. Stanton
Robert M. Stanton
Chairman of the Board of
Hogan Stanton Investment,
Inc., as general partner
of HS Advisors III, Ltd.
Date: February 28, 1996 BY: /s/Mark P. Mikuta
Mark P. Mikuta
President of Hogan Stanton
Investment, Inc., as general
partner of HS Advisors III,
Ltd.
Date: February 28, 1996 BY: /s/John L. Cote
John L. Cote
Vice President and
Treasurer Hogan Stanton
Investment,Inc., as
general partner of
HS Advisors III, Ltd.
Date: February 28, 1996 BY: /s/Julie R. Adie
Julie R. Adie
Vice President and
Secretary Hogan Stanton
Investments, Inc. as
general partner of
HS Advisors III, Ltd.
Exhibit 13
------------
Commercial Properties 2, L.P.
1995 Annual Report
---------------------------------
Commercial Properties 2, L.P., formerly Hutton/GSH Commercial Properties 2 (the
"Partnership"), is a limited partnership formed in 1983 to acquire, operate and
hold for investment commercial real estate. The Partnership's investments
currently consist of two commercial office buildings and a research and
development facility. Provided below is a comparison of lease levels at the
properties as of November 30, 1995 and 1994.
Percentage Leased
Property Location 1995 1994
Swenson Business Park - Building C San Jose, CA 100% 100%
Two Financial Centre Little Rock, AR 95% 100%
Maitland Center Office Building C Orlando, FL 94% 95%
Administrative Inquiries Performance Inquiries/Form 10-Ks
Address Changes/Transfers First Data Investor Services Group
Service Data Corporation P.O. Box 1527
2424 South 130th Circle Boston, Massachusetts 02104-1527
Omaha, Nebraska 68144 Attn: Financial Communications
800-223-3464 (select option 1) 800-223-3464 (select option 2)
Message to Investors
------------------------
We are pleased to present the 1995 Annual Report for Commercial Properties 2,
L.P. Included in this report is an update of operations, a review of national
and local market conditions for each of the Partnership's properties, and
financial highlights. As previously reported, the primary tenant at Two
Financial Centre vacated the building upon the expiration of its lease in June
1995. The General Partners, however, successfully re-leased the majority of
the vacated space to four new tenants, and the property was 95% leased at
fiscal year-end 1995. The Partnership's other two properties, Maitland Center
Office Building C and Swenson Business Park, were 94% and 100% leased,
respectively, at November 30, 1995. Please refer to the Property Profiles &
Leasing Update section of this report for additional information regarding the
operating performance of each of the properties.
Cash Distributions
The Partnership paid cash distributions to Limited Partners totaling $15.75 per
Unit for the year ended November 30, 1995, including a fourth quarter cash
distribution of $4.25 per Unit that was either credited to your brokerage
account or sent directly to you on January 19, 1996. The entire 1995 first
quarter distribution of $3.00 per Unit and a portion (i.e., $.64) of the $4.25
per Unit second quarter distribution, represent a return of capital from the
sale of the Maryland Trade Center in 1989. As previously reported, a portion
of the proceeds at the time of the sale were retained to fund any operating
deficits, tenant improvements and leasing commissions required at the
Partnership's remaining properties. Beginning with the third quarter of the
1995 fiscal year, cash distributions have been funded solely from property
operations. Since inception, the Partnership has paid total cash distributions
of $253.51 per original $500 Unit, including $182.64 per Unit in return of
capital payments which have reduced the Unit size from $500 to $317.36. The
timing and amount of future cash distributions will be determined quarterly and
will depend on the adequacy of the Partnership's cash flow and certain cash
reserve requirements.
Cash Distributions per Limited Partnership Unit
First Second Third Fourth
Quarter Quarter Quarter Quarter Total
1994 $4.25 $21.25* $4.25 $4.25 $34.00
1995 $3.00 $4.25 $4.25 $4.25 $15.75
* Includes a special cash distribution of $17 per Unit paid on April 22, 1994.
Market Overview
Although still lagging behind other sectors of real estate, the commercial
office market showed signs of improvement during 1995, particularly in the
suburban office sector. The national vacancy rate declined to 11.5% as of the
fourth quarter of 1995, down from approximately 16% as of year-end 1994. In
general, the gap between supply and demand is gradually narrowing as the
existing supply of office space continues to be absorbed. However, demand for
office space varies widely from region to region as corporate layoffs persist
and companies continue to be very selective in their choice of location.
Moreover, capital available for refinancing and lending remains limited for
commercial office properties, and the recovery of the commercial office market
has yet to translate into increased property values in most markets. With
respect to the Partnership's properties, the San Jose market strengthened
during late 1995, resulting from business expansion in the computer technology
industry. Additionally, the Little Rock and Orlando markets experienced
relative improvement during the year, with continued job growth and overall
healthier economic conditions within their respective markets.
Selected Financial Highlights
Provided below is a comparison of selected financial highlights for the twelve
months ended November 30, 1995 and November 30, 1994, respectively:
1995 1994
Total Income $3,604,637 $3,660,173
Property operating expenses 1,465,964 1,427,276
Net income 596,558 673,843
Net cash provided by operating activities 1,877,809 1,982,994
- Total income decreased due to lower rental income resulting from
lower average occupancy at Two Financial Centre, partially offset by
an increase in interest income.
- The slight increase in property operating expenses was primarily a
result of higher insurance costs at Swenson Business Park - Building
C related to the property's earthquake coverage and higher repair and
maintenance costs at Maitland Center Office - Building C.
- The lower net income and net cash provided by operating activities in
1995 resulted from lower rental income combined with slightly higher
property operating expenses, partially offset by higher interest
income during the year.
Summary
During the current year, we will focus on maintaining efficient and responsive
management at the properties in order to attract and retain quality tenants,
particularly at Two Financial Centre and Maitland Center Office Building C.
The General Partners also intend to closely monitor generally improving market
conditions to determine our future strategy for the properties. We will update
you with respect to these efforts in future investor reports.
Very truly yours,
Real Estate Services VII, Inc. Hogan Stanton Investment, Inc.
General Partner General Partner of HS Advisors III, Ltd.
/S/ Rocco F. Andriola /S/ Robert M. Stanton
Rocco F. Andriola Robert M. Stanton
President Chairman
February 28, 1996
Property Profiles & Leasing Update
--------------------------------------
SWENSON BUSINESS PARK-BUILDING C San Jose, California
Swenson Building C is a 90,145 square foot research and development facility
situated within a 65-acre business park which is located just north of central
San Jose in California. The property provides an attractive location for many
high technology companies due to its easy access to the San Jose Airport and
Interstate 880.
Leasing Update - The property remains 100% leased to Asante Technologies, Inc.
("Asante") pursuant to a five-year lease scheduled to expire in September 1997.
Asante is a designer of local area network products. The lease with Asante
generated approximately 19% of the Partnership's consolidated revenues for
1995. In August 1995, the General Partners consented to a request by Asante to
sublease approximately 14,000 square feet, representing approximately 16% of
its space. This sublease provides the Partnership with $2,000 of monthly
rental income in excess of the allocable portion of the primary lease with
Asante. Asante remains responsible for all tenant improvements associated with
the sublease, and for all lease obligations to the Partnership through the
scheduled expiration of its lease. Asante's performance appeared to improve
slightly during 1995, concluding with a net profit posted for its fiscal fourth
quarter versus a net loss for the comparable period the previous year. While
Asante remains current on its rental payments to the Partnership, we will
continue to closely monitor the tenant's financial performance.
Market Update - Market conditions in the Silicon Valley generally strengthened
throughout the year. According to Emerging Trends in Real Estate, the
turn-around in the research and development sector can be largely attributed to
the wave of high-technology and biotechnology industry expansions, in addition
to an increasing number of start-up companies. Vacancy rates for the research
and development sector in the Silicon Valley market declined at year-end 1995
to 4.9% from 10.8% one year earlier. The San Jose market, located within the
Silicon Valley, showed significant improvement as economic conditions in the
area strengthened. As a result, the vacancy rate in San Jose fell to 6.6% as
of the fourth quarter of 1995, from 8.9% for the corresponding period in 1994.
The area started experiencing increases in rental rates during the latter half
of 1995 which are expected to continue to increase during 1996.
TWO FINANCIAL CENTRE Little Rock, Arkansas
Located in the Financial Centre Complex situated in west Little Rock, Two
Financial Centre is a 113,983 square foot, four-story brick office building.
The property is positioned near two interstate highways, I-630 and I-430,
affording easy access to downtown Little Rock and the Little Rock Regional
Airport.
Leasing Update - As previously reported, in June 1995 a major tenant occupying
47,919 square feet, approximately 42% of the property's leasable space, vacated
the premises to relocate to its recently completed build-to-suit corporate
facility. Although it was originally anticipated that the space would be
difficult to re-lease, the General Partners successfully executed four new
leases totaling 36,038 square feet, approximately 32% of the property's
leasable space, during the second quarter. The largest of the four new leases,
which commenced in July 1995, was a five-year lease with a major health care
insurer for 29,972 square feet, approximately 26% of the property's leasable
space. All four leases were executed at market rental rates with minimal
rental concessions. As a result, at the end of the 1995 fourth quarter, the
property was 95% occupied, compared to 100% for the same period one year
earlier. During the upcoming year, four leases totaling 15,381 square or
approximately 13% of the property's leasable space are scheduled to expire.
Although these tenants have been contacted to discuss the renewal of their
leases, it is uncertain whether they will renew.
One of the property's existing leases generated rental income in excess of 10%
of the Partnership's consolidated revenues for 1995. This lease is with a
tenant which occupies approximately 27,000 square feet, 24% of the property's
leasable area, pursuant to a ten-year lease scheduled to expire in July 1998.
Rental income from this tenant for fiscal 1995 was approximately $443,323, or
12.8% of the Partnership's consolidated rental income.
The new lease with the major health care insurer occupying 29,972 square feet
or approximately 26% of the property's space, which was executed in July 1995
and is scheduled to expire June 30, 2000, is expected to generate rental income
in excess of 10% of the Partnership's consolidated rental income in 1996.
Market Update - The Little Rock office market remained relatively stable during
1995 as evidenced by an overall vacancy rate for office properties of 10%,
unchanged from 1994. The suburban office market also remained relatively
stable with a slight increase in rental rates. Despite the completion of three
new office buildings in 1995, the vacancy rate for office space in the suburban
market was 8% for 1995, compared with 7% one year earlier. Construction of
three new commercial office buildings is expected to be completed in the Little
Rock market by late 1996 or early 1997. The addition of this new office space
may present a challenging leasing environment in the future.
III. MAITLAND CENTER OFFICE BUILDING C Orlando, Florida
Maitland Center Office Building C is a 98,096 square foot, three-story brick
and glass office building located in Maitland Center Office Park, a 230-acre
development in northwest metropolitan Orlando.
Leasing Update - During the year, two new leases were executed totaling 3,041
square feet and two lease renewals totaling 11,744 square feet were executed.
As a result, the property was 94% occupied as of November 30, 1995, relatively
unchanged from one year earlier. Additionally, a three-year lease renewal was
executed with a major tenant occupying 15,479 square feet (approximately 16% of
the property's leasable space) whose lease was scheduled to expire in January
1996. Two leases totaling 4,809 square feet are scheduled to expire during
1996. None of the property's tenants generated rental income in excess of 10%
of the Partnership's consolidated rental income during 1995.
Market Update - Orlando's 6% increase in its employment base, high population
growth and increased tourism over the past year have made the region one of the
strongest economies nationwide. As a result, businesses in the area have
expanded, increasing demand for office space in general. The overall vacancy
rate in Orlando decreased to 6.3% as of the fourth quarter of 1995, the lowest
level in 15 years. Benefiting from Orlando's improving conditions is the
Maitland Center submarket, with approximately 3.6 million square feet of office
space, representing the largest submarket outside of downtown Orlando. As of
the 1995 fourth quarter, the Maitland submarket had a vacancy rate of 3.4%,
compared with 8% in the third quarter of 1994. The use of rental concessions
to attract prospective tenants has diminished and rental rates have increased
slightly. However, several large companies are expected to relocate out of the
Maitland submarket into build-to-suit facilities in 1996, increasing the supply
of available space.
Consolidated Balance Sheets
November 30, 1995 and 1994
Assets 1995 1994
Land $ 5,216,878 $ 5,216,878
Buildings and improvements 24,673,883 24,412,806
29,890,761 29,629,684
Less accumulated depreciation (11,038,346) (9,905,013)
18,852,415 19,724,671
Restricted cash 174,919 160,341
Cash and cash equivalents 2,461,901 2,524,376
2,636,820 2,684,717
Rent and other receivables, net of
allowance for doubtful accounts of
$7,275 in 1995 and 1994 146,963 101,030
Prepaid expenses, net of accumulated
amortization of $1,046,680 in 1995 and
$921,231 in 1994 396,567 421,219
Deferred rent receivable 168,625 237,349
Total Assets $ 22,201,390 $ 23,168,986
Liabilities and Partners' Capital (Deficit)
Liabilities:
Accounts payable and accrued expenses $ 199,193 $ 188,248
Due to affiliates 95,543 71,670
Distribution payable 429,293 429,293
Security deposits payable 155,844 163,907
Total Liabilities 879,873 853,118
Partners' Capital (Deficit):
General Partners (213,356) (203,413)
Limited Partners 21,534,873 22,519,281
Total Partners' Capital 21,321,517 22,315,868
Total Liabilities and Partners' Capital $ 22,201,390 $ 23,168,986
Consolidated Statement of Partners' Capital (Deficit)
For the years ended November 30, 1995, 1994 and 1993
General Limited Total
Partners Partners Partners
Balance at November 30, 1992 $ (162,395) $ 26,559,807 $ 26,397,412
Net income 3,963 392,369 396,332
Distributions (17,376) (1,700,000) (1,717,376)
Balance at November 30, 1993 (175,808) 25,252,176 25,076,368
Net income 6,738 667,105 673,843
Distributions (34,343) (3,400,000) (3,434,343)
Balance at November 30, 1994 (203,413) 22,519,281 22,315,868
Net income 5,966 590,592 596,558
Distributions (15,909) (1,575,000) (1,590,909)
Balance at November 30, 1995 $ (213,356) $ 21,534,873 $ 21,321,517
Consolidated Statements of Operations
For the years ended November 30, 1995, 1994 and 1993
Income 1995 1994 1993
Rent $3,450,755 $3,538,864 $3,166,541
Interest 149,624 116,399 157,442
Other 4,258 4,910 21,187
Total Income 3,604,637 3,660,173 3,345,170
Expenses
Property operating 1,465,964 1,427,276 1,403,438
Depreciation and amortization 1,347,080 1,369,956 1,314,719
General and administrative -
affiliates 98,616 95,395 110,126
General and administrative -
other 96,419 93,703 120,555
Total Expenses 3,008,079 2,986,330 2,948,838
Net Income $ 596,558 $ 673,843 $ 396,332
Net Income Allocated:
To the General Partners $ 5,966 $ 6,738 $ 3,963
To the Limited Partners 590,592 667,105 392,369
$ 596,558 $ 673,843 $ 396,332
Per limited partnership unit
(100,000 outstanding) $5.91 $6.67 $3.92
Consolidated Statements of Cash Flows
For the years ended November 30, 1995, 1994 and 1993
Cash Flows from Operating Activities: 1995 1994 1993
Net income $ 596,558 $ 673,843 $ 396,332
Adjustments to reconcile net
income to net cash provided by
operating activities:
Depreciation and amortization 1,347,080 1,369,956 1,314,719
Increase (decrease) in cash arising
from changes in operating assets
and liabilities:
Restricted cash (14,578) 25,918 (19,503)
Rent and other receivables (45,933) (2,212) (6,062)
Prepaid expenses (100,797) (87,403) (170,796)
Deferred rent receivable 68,724 (21,742) (70,197)
Accounts payable and accrued
expenses 10,945 26,930 (8,776)
Due to affiliates 23,873 (6,832) (14,042)
Security deposits payable (8,063) 4,536 16,301
Net cash provided by operating activities 1,877,809 1,982,994 1,437,976
Cash Flows from Investing Activities:
Additions to real estate assets (349,375) (248,828) (645,650)
Short-term investment - 3,584,400 2,535,594
Net cash provided by (used for) investing
activities (349,375) 3,335,572 1,889,944
Cash Flows from Financing Activities:
Cash distributions (1,590,909) (3,434,343) (3,560,608)
Net cash used for financing activities (1,590,909) (3,434,343) (3,560,608)
Net increase (decrease) in cash and
cash equivalents (62,475) 1,884,223 (232,688)
Cash and cash equivalents at beginning
of year 2,524,376 640,153 872,841
Cash and cash equivalents at end of year $ 2,461,901 $ 2,524,376 $ 640,153
Supplemental Schedule of Non-Cash
Investing Activity:
Write-off fully depreciated tenant
improvements $ 88,298 $ 893,963 $ -
Notes to Consolidated Financial Statements
November 30, 1995, 1994 and 1993
1. Organization
Commercial Properties 2, L.P. (the "Partnership") was organized as a limited
partnership under the laws of the Commonwealth of Virginia pursuant to a
Certificate and Agreement of Limited Partnership dated and filed September 1,
1983 (the "Partnership Agreement"). The Partnership was formed for the purpose
of making acquisitions in and operating certain types of commercial real
estate. The General Partners of the Partnership are Real Estate Services VII,
Inc., which is an affiliate of Lehman Brothers (see below), and HS Advisors,
Ltd. ("HS Advisors"), which is an affiliate of Goodman Segar Hogan, Inc.
("GSH"). The Partnership will continue until December 31, 2010, unless
terminated sooner in accordance with the terms of the Partnership Agreement.
On July 31, 1993, Shearson Lehman Brothers Inc. sold certain of its domestic
retail brokerage and asset management businesses to Smith Barney, Harris Upham
& Co. Incorporated ("Smith Barney"). Subsequent to the sale, Shearson Lehman
Brothers Inc. changed its name to Lehman Brothers Inc. ("Lehman Brothers").
The transaction did not affect the ownership of the General Partners. However,
the assets acquired by Smith Barney included the name "Hutton." Consequently,
effective October 12, 1993, the Hutton Real Estate Services VII Inc. General
Partner changed its name to Real Estate Services VII Inc. ("Real Estate
Services"), and effective August 3, 1995, Hutton/GSH Commercial Properties 2,
L.P. changed its name to Commercial Properties 2, L.P. to delete any reference
to Hutton.
On August 1, 1993, GSH transferred all of its leasing, management and sales
operations to Goodman Segar Hogan Hoffler, L.P., a Virginia limited partnership
("GSHH"). On that date, the leasing, management and sales operations of a
portfolio of properties owned by the principals of Armada/Hoffler ("HK") were
also obtained by GSHH. The general partner of GSHH is Goodman Segar Hogan
Hoffler, Inc., a Virginia corporation ("GSHH Inc."), which has a 1% interest in
GSHH. The stockholders of GSHH Inc. are GSH with a 62% stock interest and H.K.
Associates, L.P., an affiliate of HK, with a 38% percent stock interest. The
remaining 99% interests in GSHH are limited partnership interests owned 50% by
GSH and 49% by HK. The transaction did not affect the ownership of the General
Partners.
2. Significant Accounting Policies
Consolidation - The consolidated financial statements include the accounts of
the Partnership and its ventures, Two Financial Centre Joint Venture and
Swenson Building C Joint Venture, and Maitland Building C, which is a
wholly-owned property. Intercompany accounts and transactions between the
Partnership and the ventures have been eliminated in consolidation.
Real Estate Investments - Real estate investments, which consist of commercial
office buildings and a research and development facility, are recorded at cost
less accumulated depreciation. Cost includes the initial purchase price of the
property plus closing costs, acquisition and legal fees and capital
improvements. Depreciation is computed using the straight-line method based on
estimated useful lives of 10 to 25 years, except for tenant improvements, which
are depreciated over the terms of the respective leases.
Leases are accounted for as operating leases. Leasing commissions are
amortized over the terms of the respective leases.
Deferred rent receivable consists of rental income which is recognized on a
straight-line basis over the terms of the respective leases but will not be
received until later periods as a result of rent concessions and/or general
increases in rents.
Accounting for Impairment - In March 1995, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 121 "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of" ("FAS 121"), which requires impairment losses to be recorded on
long-lived assets used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those assets are
less than the assets' carrying amount. FAS 121 also addresses the accounting
for long-lived assets that are expected to be disposed of. The Partnership
adopted FAS 121 during the fourth fiscal quarter of 1995. Based on current
circumstances, the adoption of FAS 121 had no impact on the financial
statements.
Restricted Cash - Restricted cash primarily represents cash held in connection
with tenant security deposits.
Cash Equivalents - Cash equivalents consist of short-term highly liquid
investments which have maturities of three months or less from the date of
purchase. The carrying value approximates fair value because of the short
maturity of these instruments.
Short-term Investment - Short-term investment consists of a 30-day repurchase
agreement collateralized by U.S. Treasury Notes. The investment was liquidated
during 1994.
Income Taxes - No provision for income taxes has been made in the financial
statements of the Partnership since such taxes are the responsibility of the
individual partners, rather than of the Partnership.
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 amount 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.
3. The Partnership Agreement and Cash Distributions
The Partnership Agreement provides that the net cash from operations, as
defined, for each fiscal year will be distributed on a quarterly basis 99% to
the Limited Partners and 1% to the General Partners until each Limited Partner
has received a 9% annual noncumulative return on his adjusted capital
investment, as defined. The net cash from operations will then be distributed
to the General Partners until the General Partners have received 10% of the
aggregate net cash from operations distributed to all partners. Thereafter,
net cash from operations will be distributed 90% to the Limited Partners and
10% to the General Partners.
Net proceeds from sales or refinancings shall be distributed 99% to the Limited
Partners and 1% to the General Partners until each Limited Partner has received
an amount equal to his adjusted capital investment, as defined, and 10%
cumulative annual return thereon, reduced by any net cash from operations
actually distributed to such Limited Partner. The balance of net proceeds, if
any, will then be distributed 85% to the Limited Partners and 15% to the
General Partners.
Upon the dissolution and termination of the Partnership, the General Partners
will be required to contribute to the Partnership an amount not to exceed 1% of
the total capital contributions from all of the Partners of the Partnership
less prior contributions of the General Partners. In no event shall the
General Partners be obligated to contribute more than the negative balances in
their respective capital accounts.
The Partnership paid cash distributions totalling $1,575,000 and $15,909 to the
Limited and General Partners, respectively, representing $15.75 per Limited
Partnership Unit for the year ended November 30, 1995. An additional $429,293
has been accrued in 1995 for a distribution which was paid during the first
quarter of 1996. The Partnership paid cash distributions totalling $3,400,000
and $34,343 to the Limited and General Partners respectively, representing $34
per Limited Partnership Unit for the year ended November 30, 1994. A portion
of the 1995 distributions, in the amount of $3.64 per Unit, represented a
return of capital from the sale of Maryland Trade Center in 1989. At November
30, 1995, the reserve balance from the sale of the Maryland Trade Center
property has been fully distributed. The timing and amount of future
distributions will depend on several factors, including the adequacy of cash
reserves and cash flow generated from operating activities.
Losses and all depreciation for any fiscal year shall be allocated 99% to the
Limited Partners and 1% to the General Partners. Income before depreciation
for any fiscal year and all gains from sales will be allocated in substantially
the same manner as net cash from operations.
4. Transactions with the General Partners
The following is a summary of amounts paid or accrued to the General Partners
for the reimbursement of administrative salaries and expenses that have been
included in general and administrative expenses for the years ended November
30, 1995, 1994 and 1993.
Unpaid at, Paid
Administrative Salaries November 30,
and Expenses 1995 1995 1994 1993
Real Estate Services VII $90,340 $46,768 $69,116 $73,461
HS Advisors 5,203 29,652 27,804 32,826
$95,543 $76,420 $96,920 $106,287
5. Real Estate Investments
Since inception, the Partnership has acquired four commercial office buildings
and a research and development facility through investments in joint ventures
or limited partnerships with unaffiliated co-venturers, of which three remain:
Square Date Purchase
Property Name Feet Location Acquired Price
Two Financial Centre 113,983 Little Rock, AR 3/29/84 $10,700,000
Maitland Building C 98,096 Orlando, FL 9/18/84 $ 8,770,000
Swenson Building C 90,145 San Jose, CA 5/06/85 $ 7,700,000
The joint venture agreements substantially provide that:
(a) Net cash from operations will be distributed 100% to the Partnership
until it has received an annual, noncumulative return on its capital
contribution, as adjusted, ranging from 7% to 11%. Thereafter, any
remaining cash from operations will be shared in a ratio relating to
the various ownership interests of the Partnership.
(b) Net proceeds from a sale or refinancing will be distributed 100% to the
Partnership until it has received an annual, cumulative return ranging
from 7% to 11% and an amount equal to 110% to 120% of its adjusted
capital contribution. Any remaining balance will be shared in a ratio
relating to the various ownership interests of the Partnership.
(c) Taxable income of the joint ventures and limited partnerships will be
allocated in substantially the same manner as net cash from operations.
For Swenson Building C, taxable losses will generally be allocated to
the Partnership in the same manner as net cash from operations. For
Two Financial Centre, taxable losses will generally be allocated 100%
to the Partnership.
For financial statement purposes, net income and net losses are allocated in
the same manner as taxable income and taxable losses.
6. Loan to Two Financial Centre Joint Venture
The Two Financial Centre Joint Venture ("TFC") has provided a demand promissory
note to the Partnership with a principal balance of $7,383,033 which bears
interest at 12% per annum, resulting in annual interest of $885,960. Monthly
payments of interest only are due in arrears in the amount of $73,830. On
September 17, 1993, TFC issued to the Partnership a new demand promissory note
in the amount of $610,113 representing the unpaid accrued interest as of
September 17, 1993 on the original principal balance of $7,383,033. The note
bears interest at 8% per annum, resulting in annual interest of $48,809.
Monthly interest of $4,067 is payable in arrears commencing October 17, 1993.
As of November 30, 1995, accrued interest of $510,480 remains unpaid. Interest
of $584,648, $761,058 and $1,165,821 has been paid by TFC to the Partnership
during the fiscal years ended November 30, 1995, 1994 and 1993, respectively.
All interest and principal activity and balances relating to the demand
promissory notes are eliminated in consolidation for financial statement
presentation purposes.
7. Rental Income Under Operating Leases
Future minimum rental income to be received on noncancellable operating leases
as of November 30, 1995 is as follows:
1996 $3,178,995
1997 2,446,725
1998 1,348,076
1999 925,237
2000 606,823
Thereafter 493,793
$8,999,649
Lease terms range from one to ten years. The leases allow for increases in
certain property operating expenses to be passed on to tenants.
Leases with two tenants of TFC generated rental revenue in excess of 10% of the
Partnership's consolidated rental revenues for the year ended November 30,
1995. The rental income derived from these leases for 1995 was $443,323 and
$406,420, respectively, or 13% and 12% of the Partnership's 1995 consolidated
rental income. On June 30, 1995, the lease providing 12% of the Partnership's
consolidated rental income expired. The tenant occupied 47,919 square feet,
representing approximately 42% of Two Financial Centre's leasable area. The
Partnership has executed four new leases totalling 36,038 square feet of the
vacant space or approximately 32% of the property's leasable area.
Asante Technologies, Inc. ("Asante"), occupying 100% of the Swenson Building C,
generated rental revenue in excess of 10% of the Partnership's consolidated
rental revenues for the year ended November 30, 1995. In addition to base
rental payments, Asante shall pay as additional rent, real property taxes and
insurance. As of November 30, 1995, Asante has generated $639,849 or 19% of
the Partnership's consolidated rental income and is current on its rent
payments.
8. Reconciliation of Net Income to Taxable Loss
The net income reported in the financial statements for the years ended
November 30, 1995 and 1994 exceeded the taxable income reported to the partners
by $34,074 and $249,093, respectively. The taxable loss reported to the
partners for the year ended November 30, 1993 exceeded net income reported in
the financial statements by $449,370.
These differences are primarily due to the use of different methods of
recording depreciation expense and rental income. The Partnership uses
accelerated methods of depreciating real estate for tax purposes and the
straight-line method for financial statement purposes. Rental income is
recorded when received or receivable for tax purposes and on a straight-line
basis for financial statement purposes.
Report of Independent Auditors
----------------------------------
The Partners
Commercial Properties 2
and Consolidated Ventures
We have audited the accompanying consolidated balance sheets of Commercial
Properties 2 and Consolidated Ventures as of November 30, 1995 and 1994, and
the related consolidated statements of operations, partners' capital (deficit),
and cash flows for each of the three years in the period ended November 30,
1995. These financial statements and schedule are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Commercial Properties 2 and Consolidated Ventures at November 30, 1995 and
1994, and the consolidated results of their operations and their cash flows for
each of the three years in the period ended November 30, 1995, in conformity
with generally accepted accounting principles.
ERNST & YOUNG LLP
Boston, Massachusetts
January 15, 1996
Comparison of Acquisition Costs to Appraised Value and Determination of Net
Asset Value Per $317.36 Unit at November 30, 1995 (Unaudited)
Date of Acquisition Appraised
Property Acquisition Cost (1) Value (2)
Two Financial Centre (3) 03-29-84 $ 4,611,600 $ 2,006,854
Maitland Center Office Building C (4) 09-18-84 8,367,320 7,400,000
Swenson Business Park-Building C (5) 05-06-85 8,059,590 7,400,000
$21,038,510 $16,806,854
Cash and cash equivalents 2,461,901
Interest and other receivables 146,963
Demand promissory notes receivable (6) 7,993,146
Prepaid expenses 46,588
27,455,452
Less:
Accounts payable and accrued expenses (199,193)
Due to affiliates (95,543)
Distribution payable (429,293)
Partnership Net Asset Value (7) $26,731,423
Net Asset Value Allocated:
Limited Partners $26,464,109
General Partners 264,314
$26,731,423
Net Asset Value Per Unit (100,000 units outstanding) $264.64
(1) Purchase price plus General Partners' acquisition fees.
(2) This represents the Partnership's share of the November 30, 1995
Appraised Values which were determined by independent property
appraisal firms. The Partnership's share of the November 30, 1995
Appraised Value takes into account the allocation provision of the
joint venture agreements governing the distribution of sales proceeds
for each of the properties.
(3) The Acquisition Cost and the Partnership's share of the November 30,
1995 Appraised Value are net of the outstanding mortgage loan balance
at the time of acquisition and the demand promissory note at November
30, 1995. The Acquisition Cost of $4,611,600 for Two Financial Centre
is comprised of the acquisition fee paid to the General Partners and an
amount required to fund the completion of tenant improvements and other
capital items.
(4) The Acquisition Cost of $8,367,320 for Maitland Center Office Building
C is comprised of the acquisition fee paid to the General Partners and
an amount required to fund the completion of tenant improvements and
other capital items.
(5) The Acquisition Cost of $8,059,590 for Swenson Business Park- Building
C is comprised of the acquisition fee paid to the General Partners and
an amount required to fund the completion of tenant improvements and
other capital items.
(6) The current principal balance of the demand promissory notes receivable
from the Two Financial Centre Joint Venture is $7,993,146 as discussed
in this report.
(7) The Net Asset Value assumes a hypothetical sale at November 30, 1995 of
all Partnership properties at their appraised values and the
distribution of the proceeds of such sale, together with the
Partnership's cash and the proceeds from temporary investments, to the
Partners. Real estate brokerage commissions payable to the General
Partners or others are not determinable at this time and have not been
included in the determination. Since the Partnership would incur real
estate brokerage commissions and other selling expenses in connection
with the sale of its properties and other assets, cash available for
distribution to the Partners would be less than the appraised Net Asset
Value.
Limited Partners should note that appraisals are only estimates of current
value and actual values realizable upon sale may be significantly different. A
significant factor in establishing an appraised value is the actual selling
price for properties which the appraiser believes are comparable. Because of
the nature of the Partnership's properties and the existing market for such
properties, there can be no assurance that the other properties reviewed by the
appraiser are comparable. The appraised value does not reflect the actual
costs which would be incurred in selling the property. As a result of these
factors and the illiquid nature of an investment in Units of the Partnership,
the variation between the appraised value of the Partnership's properties and
the price at which Units of the Partnership could be sold is likely to be
significant. Fiduciaries of Limited Partners which are subject to ERISA or
other provisions of law requiring valuations of Units should consider all
relevant factors, including, but not limited to Net Asset Value per Unit, in
determining the fair market value of the investment in the Partnership for such
purposes.
COMMERCIAL PROPERTIES 2, L.P.
Schedule III - Real Estate and Accumulated Depreciation
November 30, 1995
-----------------------------------------------------------
Cost Capitalized
Subsequent
Initial Cost to Partnership To Acquisition
--------------------------- --------------
Buildings and Buildings and
Description Encumbrances Land Improvements Improvements
- - ----------- ------------ ---- ------------- -------------
Commercial Property:
Consolidated Ventures:
Two Financial Centre
Little Rock, AK $7,993,146 $1,560,092 $9,583,430 $1,080,531
Maitland Building C
Orlando, FL $ - $1,395,606 $6,526,619 $1,412,611
Swenson C
San Jose, CA $ - $2,261,180 $5,650,552 $ 420,140
$7,993,146(1) $5,216,878 $21,760,601 $2,913,282
COMMERCIAL PROPERTIES 2, L.P.
Schedule III - Real Estate and Accumulated Depreciation
November 30, 1995
-----------------------------------------------------------
Gross Amount at Which Carried at Close of Period
------------------------------------------------
Buildings and Accumulated
Description Land Improvements Total Depreciation
- - ----------- ---- ------------- ----- -----------
Two Financial Centre
Little Rock, AK $1,560,092 $10,663,961 $12,224,053 $4,958,889
Maitland Building C
Orlando, FL $1,395,606 $ 7,939,230 $ 9,334,836 $3,568,628
Swenson C
San Jose, CA $2,261,180 $ 6,070,692 $ 8,331,872 $2,510,829
$5,216,878 $24,673,883 $29,890,761(2) $11,038,346(3)
COMMERCIAL PROPERTIES 2, L.P.
Schedule III - Real Estate and Accumulated Depreciation
November 30, 1995
-------------------------------------------------------------
Life on which
Depreciation
in Latest
Date of Date Income Statements
Description Construction Acquired is Computed (4)
- - ----------- ------------ -------- -----------------
Two Financial Centre
Little Rock, AK 1981 3/29/84 1-25 years
Maitland Building C
Orlando, FL 1984 9/18/84 1-25 years
Swenson C
San Jose, CA 1985 5/06/85 1-25 years
(1) Property secures notes payable to the Partnership and is eliminated in
consolidation.
(2) For Federal income tax purposes, the aggregate cost of land, building and
improvements is approximately $30,873,021.
(3) For Federal income tax purposes, the amount of accumulated depreciation is
approximately $16,777,876.
(4) Improvements are depreciated over the terms of the respective leases.
A reconciliation of the carrying amount of real estate and accumulated
depreciation for the years ended November 30, 1995, 1994 and 1993:
Real Estate investments: 1995 1994 1993
Beginning of year $29,629,684 $30,274,819 $29,629,169
Additions 349,375 248,828 645,650
Less Retirements (88,298) (893,963) 0
End of year $29,890,761 $29,629,684 $30,274,819
Accumulated Depreciation:
Beginning of year $ 9,905,013 $ 9,582,110 $ 8,392,182
Depreciation 1,221,631 1,216,866 1,189,928
Less Retirements (88,298) (893,963) 0
End of year $11,038,346 $ 9,905,013 $ 9,582,110
Consent of Independent Auditors
-----------------------------------
We consent to the incorporation by reference in this Annual Report (Form 10-K)
of Commercial Properties 2 of our report dated January 15, 1996, included in
the 1995 Annual Report to Shareholders of Commercial Properties 2 and
Consolidated Ventures.
Our audit also included the financial statement schedule of Commercial
Properties 2 and Consolidated Ventures listed in Item 14(a). This schedule is
the responsibility of the Partnership's management. Our responsibility is to
express an opinion based on our audits. In our opinion, the financial
statement schedule referred to above, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material respects
the information set forth herein.
ERNST & YOUNG LLP
Boston, Massachusetts
January 15, 1996
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<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-END> NOV-30-1995
<CASH> 2,461,901
<SECURITIES> 000
<RECEIVABLES> 146,963
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000
000
<OTHER-SE> 21,321,517
<TOTAL-LIABILITY-AND-EQUITY> 22,201,390
<SALES> 3,450,755
<TOTAL-REVENUES> 3,604,637
<CGS> 000
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