United States Securities and Exchange Commission
Washington, D.C. 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 August 31, 1997
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: 0-11763
COMMERCIAL PROPERTIES 2, L.P.
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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 or Organization
3 World Financial Center, 29th Floor,
New York, NY Attn.: Andre Anderson 10285
- -------------------------------------- --------
Address of Principal Executive Offices Zip Code
(212) 526-3237
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Registrant's Telephone Number, Including Area Code
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
---
Consolidated Balance Sheets At August 31, At November 30,
1997 1996
Assets
Real estate, at cost:
Land $ - $ 5,216,878
Buildings and improvements - 24,607,258
- 29,824,136
Less accumulated depreciation - (11,944,782)
- 17,879,354
Real estate assets held for disposition 17,824,735 -
Cash and cash equivalents 1,594,780 1,739,498
Restricted cash 167,608 166,795
Rent and other receivables, net of allowance for
doubtful accounts of $7,275 in 1997 and 1996 193,714 134,924
Prepaid expenses, net of accumulated amortization
of $1,182,166 in 1996 58,240 312,834
Deferred rent receivable - 135,289
Total Assets $19,839,077 $20,368,694
Liabilities and Partners' Capital (Deficit)
Liabilities:
Accounts payable and accrued expenses $ 352,239 $ 405,275
Due to affiliates 83,656 42,846
Distribution payable 429,293 429,293
Security deposits payable 160,464 157,126
Total Liabilities 1,025,652 1,034,540
Partners' Capital (Deficit):
General Partners (238,438) (233,230)
Limited Partners (100,000 units outstanding) 19,051,863 19,567,384
Total Partners' Capital 18,813,425 19,334,154
Total Liabilities and Partners' Capital $19,839,077 $20,368,694
Consolidated Statement of Partners' Capital (Deficit)
For the nine months ended August 31, 1997
General Limited
Partners Partners Total
Balance at November 30, 1996 $(233,230) $19,567,384 $19,334,154
Net income 7,672 759,478 767,150
Distributions (12,879) (1,275,000) (1,287,879)
Balance at August 31, 1997 $(238,437) $19,051,862 $18,813,425
Consolidated Statements of Operations
Three months Nine months
ended August 31, ended August 31,
1997 1996 1997 1996
Income
Rental $864,550 $950,369 $2,717,338 $2,726,618
Interest 21,892 31,344 65,131 95,202
Other 1,107 2,146 15,239 3,942
Total Income 887,549 983,859 2,797,708 2,825,762
Expenses
Property operating 536,345 398,337 1,243,662 1,081,855
Depreciation and amortization - 344,326 490,359 1,022,648
General and administrative - other 67,767 49,035 185,535 137,469
General and administrative - affiliates 15,376 5,859 111,002 24,071
Total Expenses 619,488 797,557 2,030,558 2,266,043
Net Income $268,061 $186,302 $ 767,150 $ 559,719
Net Income Allocated:
To the General Partners $ 2,681 $ 1,863 $ 7,672 $ 5,597
To the Limited Partners 265,380 184,439 759,478 554,122
$268,061 $186,302 $ 767,150 $ 559,719
Per limited partnership unit
(100,000 outstanding) $2.65 $1.84 $7.59 $5.54
Consolidated Statements of Cash Flows
For the nine months ended August 31, 1997 1996
Cash Flows From Operating Activities:
Net income $767,150 $559,719
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 442,075 922,193
Amortization 48,284 100,455
Increase in cash arising from changes in
operating assets and liabilities:
Restricted cash (813) 11,693
Rent and other receivables (58,790) (20,385)
Prepaid expenses (18,163) (75,301)
Deferred rent receivable 4,597 30,855
Accounts payable and accrued expenses (53,036) 147,330
Due to affiliates 40,810 2,905
Security deposits payable 3,338 (109)
Net cash provided by operating activities 1,175,452 1,679,355
Cash Flows From Investing Activities:
Additions to real estate (32,291) (165,213)
Net cash used for investing activities (32,291) (165,213)
Cash Flows From Financing Activities:
Cash distributions (1,287,879) (2,283,586)
Net cash used for financing activities (1,287,879) (2,283,586)
Net decrease in cash and cash equivalents (144,718) (769,444)
Cash and cash equivalents, beginning of period 1,739,498 2,461,901
Cash and cash equivalents, end of period $1,594,780 $1,692,457
Supplemental Schedule of Non-Cash Investing Activities:
Write-off of fully depreciated tenant improvements $ 10,666 $ 264,136
Supplemental Disclosure of Non-Cash Operating Activities:
In connection with the General Partners' intent to sell the properties in 1997,
deferred rent receivable and prepaid leasing commissions in the amounts of
$130,692 and $224,473, respectively, were reclassified to Real estate assets
held for disposition.
Notes to the Consolidated Financial Statements
The unaudited interim consolidated financial statements should be read in
conjunction with the Partnership's annual 1996 audited consolidated financial
statements within Form 10-K.
The unaudited interim consolidated financial statements include all normal and
reoccurring adjustments which are, in the opinion of management, necessary to
present a fair statement of financial position as of August 31, 1997 and the
results of operations for the three and nine months ended August 31, 1997 and
1996 and the consolidated statements of cash flows and partners' capital
(deficit) for the nine months ended August 31, 1997. Results of operations for
the periods are not necessarily indicative of the results to be expected for
the full year.
Certain prior year amounts have been reclassified in order to conform to the
current year's presentation.
The following significant events have occurred subsequent to fiscal year 1996
which require disclosure in this interim report per Regulation S-X, Rule 10-01,
Paragraph (a)(5):
On September 26, 1997, the Partnership executed an agreement to sell Swenson
Business Center - Building C to an unaffiliated third party for proceeds
which exceed the property's appraised value of $8,700,000 at November 30, 1996,
subject to adjustments and prorations for closing costs. The closing is
scheduled to occur on or about October 31, 1997. The prospective sale is
subject to the purchaser completing its due diligence and, accordingly, there
can be no assurance that the sale will close.
The Partnership has accepted one of the offers made for Maitland Center Office
Building C and is currently negotiating the terms of a contract of sale with
the prospective purchaser of the property. There can be no assurance that the
negotiations will result in the execution of a contract of sale.
The General Partners have decided to market Two Financial Centre for sale and
are in the process of selecting a real estate brokerage company. The General
Partners currently anticipate that the sale of such property will be completed
in the first half of 1998. Accordingly, all of the properties have been
reclassified on the consolidated balance sheet as "Real estate assets held for
disposition."
Effective as of January 1, 1997, the Partnership began reimbursing certain
expenses incurred by Real Estate Services VII, Inc. and its affiliates in
servicing the Partnership to the extent permitted by the Partnership agreement.
In prior years, affiliates of Real Estate Services VII, Inc. had voluntarily
absorbed these expenses.
Part I, Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
On September 26, 1997, the Partnership executed an agreement to sell Swenson
Business Park - Building C to an unaffiliated third party for proceeds, which
exceed the property's appraised value of $8,700,000 at November 30, 1996,
subject to adjustments and prorations for closing costs. The closing is
scheduled to occur on or about October 31, 1997. The prospective sale is
subject to the purchaser completing its due diligence and, accordingly, there
can be no assurance that the sale will close. The General Partners currently
anticipate paying a special cash distribution to the Limited Partners after the
sale is completed. Additionally, the Partnership has accepted one of the offers
made for Maitland Center Office Building C and is currently negotiating the
terms of a contract of sale with the prospective purchaser of the property.
There can be no assurance that the negotiations will result in the execution of
a contract of sale.
With respect to Two Financial Centre, the General Partners are in the process
of selecting a real estate brokerage firm to assist with the marketing of the
property. It is anticipated that such property will be sold in the first half
of 1998. Accordingly, the properties have been reclassified on the
consolidated balance sheet as "Real estate assets held for disposition."
The Partnership had cash and cash equivalents at August 31, 1997, of $1,594,780
compared to $1,739,498 at November 30, 1996. The decrease is the result of net
cash provided by operations in the amount of $1,175,452 less cash distributions
totaling $1,287,879 and capital expenditures in the amount of $32,291. The
Partnership also had a restricted cash balance of $167,608 at August 31, 1997,
which is primarily comprised of security deposits.
Rent and other receivables totaled $193,714 at August 31, 1997, compared to
$134,924 at November 30, 1996. The increase is primarily attributable to the
timing of rental payments at Maitland Center Office Building C and Two
Financial Centre. Prepaid expenses decreased to $58,240 at August 31, 1997,
from $312,834 at November 30, 1996, and deferred rent receivable decreased to
$0 at August 31, 1997, from $135,289 at November 30, 1996. The decreases are
due to the reclassification of the properties on the consolidated balance sheet
as "Real estate assets held for disposition."
Accounts payable and accrued expenses totaled $352,239 at August 31, 1997,
compared to $405,275 at November 30, 1996. The decrease is primarily due to
prepaid rent at Two Financial Centre and the timing of payments for partnership
servicing fees. Due to affiliates totaled $83,656 at August 31, 1997, compared
to $42,846 at November 30, 1996, primarily reflecting the accrual for
reimbursement of certain expenses incurred by Real Estate Services VII, Inc. in
servicing the Partnership, as described below under "Results of Operations."
At Two Financial Centre, during the fiscal third quarter of 1997, one new lease
and one lease renewal were executed totaling 2,515 square feet and 1,477 square
feet, respectively. As a result, the property was 79% leased at August 31,
1997. During the remainder of fiscal 1997, one lease totaling 777 square feet
is scheduled to expire.
On or about October 17, 1997, the Partnership will pay a third quarter cash
distribution from operations in the amount of $4.25 per Unit. The timing and
amount of future cash distributions will be determined quarterly and will
depend on the adequacy of the Partnership's cash flow from operations and cash
reserve requirements. Once the anticipated sale of Swenson Business Park -
Building C is completed, quarterly cash distributions from operations will be
reduced or suspended to reflect the corresponding reduction in the
Partnership's cash flow.
Results of Operations
The Partnership's operations resulted in net income of $268,061 and $767,150
for the three and nine months ended August 31, 1997, respectively, compared
with $186,302 and $559,719 for the corresponding periods in fiscal 1996. The
increase in net income for the three- and nine-month periods in 1997 is
primarily attributable to lower depreciation and amortization expense,
partially offset by higher property operating expenses and general and
administrative expenses.
Rental income totaled $864,550 and $2,717,338 for the three and nine months
ended August 31, 1997, compared with $950,369 and $2,726,618 for the same
periods in 1996. The decreases in 1997 are primarily attributable to lower
average occupancy at Two Financial Centre. Interest income totaled $21,892 and
$65,131 for the three and nine months ended August 31, 1997, compared with
$31,344 and $95,202 for the respective 1996 periods, reflecting lower average
cash balances in 1997.
Property operating expenses totaled $536,345 and $1,243,662 for the three and
nine months ended August 31, 1997, compared with $398,337 and $1,081,855 for
the corresponding periods in 1996. The increases are primarily due to higher
repairs and maintenance expenses at Maitland Center Office Building C and Two
Financial Centre.
Depreciation and amortization expenses totaled $0 and $490,359 for the three
and nine months ended August 31, 1997, compared with $344,326 and $1,022,648
for the corresponding periods in 1996. The decreases are due to the
reclassification of the Partnership's properties as "Real estate assets held
for disposition."
General and administrative expenses (other) totaled $67,767 and $185,535 for
the three and nine months ended August 31, 1997, respectively, compared with
$49,035 and $137,469, respectively, for the same periods in 1996. The
increases are primarily due to higher partnership servicing fees and legal
costs associated with the anticipated sale of Swenson Business Park - Building
C.
General and administrative expenses (affiliates) for the three and nine months
ended August 31, 1997 were $15,376 and $111,002, respectively, compared with
$5,859 and $24,071, respectively, for the same periods in 1996. During the
1997 periods, certain expenses incurred by Real Estate Services VII, Inc. and
its affiliates in servicing the Partnership, which were voluntarily absorbed by
affiliates of Real Estate Services VII, Inc. in prior periods, were accrued to
be reimbursed to Real Estate Services VII, Inc. and its affiliates.
As of August 31, 1997, lease levels at each of the properties were as follows:
Two Financial Centre -79%, Maitland Centre Office Building C -96%, Swenson
Business Park - Building C -100%.
Part II Other Information
Items 1-5 Not applicable.
Item 6 Exhibits and reports on Form 8-K.
(a) Exhibits -
(27) Financial Data Schedule
(b) Reports on Form 8-K - No reports on Form 8-K were filed
during the quarter ended August 31, 1997.
SIGNATURES
Pursuant to the requirements 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.
COMMERCIAL PROPERTIES 2, L.P.
BY: Real Estate Services VII, Inc.
General Partner
Date: October 15, 1997 BY: /s/Mark J Marcucci
President and Chief Financial Officer
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-mos
<FISCAL-YEAR-END> Nov-30-1997
<PERIOD-END> August-31-1997
<CASH> 1,594,780
<SECURITIES> 000
<RECEIVABLES> 193,714
<ALLOWANCES> 000
<INVENTORY> 000
<CURRENT-ASSETS> 000
<PP&E> 17,824,735
<DEPRECIATION> 000
<TOTAL-ASSETS> 19,839,077
<CURRENT-LIABILITIES> 1,025,652
<BONDS> 000
<COMMON> 000
000
000
<OTHER-SE> 18,813,425
<TOTAL-LIABILITY-AND-EQUITY> 19,839,077
<SALES> 2,717,338
<TOTAL-REVENUES> 2,797,708
<CGS> 000
<TOTAL-COSTS> 000
<OTHER-EXPENSES> 2,030,558
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 000
<INCOME-PRETAX> 000
<INCOME-TAX> 000
<INCOME-CONTINUING> 767,150
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> 767,150
<EPS-PRIMARY> 7.59
<EPS-DILUTED> 7.59
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