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 May 31, 1998
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.
Exact Name of Registrant as Specified in its Charter
Virginia 13-3130258
State or Other Jurisdiction of
Incorporation or Organization I.R.S. Employer Identification No.
3 World Financial Center, 29th Floor,
New York, NY Attn: Andre Anderson 10285
Address of Principal Executive Offices Zip Code
(212) 526-3183
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 May 31, At November 30,
1998 1997
Assets
Real estate assets held for disposition $ 7,125,792 $ 12,310,284
Cash and cash equivalents 1,169,638 11,803,602
Restricted cash 20,814 65,600
Rent and other receivables, net of
allowance for doubtful accounts of
$106,863 and $48,670 in 1998 and 1997 298,071 180,295
Prepaid expenses, net of accumulated
amortization of $1,230,450 in 1997 20,162 16,811
Total Assets $ 8,634,477 $ 24,376,592
Liabilities and Partners' Capital (Deficit)
Liabilities:
Accounts payable and accrued expenses $ 222,231 $ 323,179
Due to affiliates 66,646 105,612
Distribution payable _ 10,780,847
Security deposits payable 23,090 59,514
Total Liabilities 311,967 11,269,152
Partners' Capital (Deficit):
General Partners (152,208) (191,982)
Limited Partners (100,000 units
outstanding) 8,474,718 13,299,422
Total Partners' Capital 8,322,510 13,107,440
Total Liabilities and
Partners' Capital $ 8,634,477 $ 24,376,592
Consolidated Statement of Partners' Capital (Deficit)
For the three months ended May 31, 1998
General Limited
Partners Partners Total
Balance at November 30, 1997 $ (191,982) $ 13,299,422 $13,107,440
Net income 39,774 3,937,614 3,977,388
Distributions _ (8,762,318) (8,762,318)
Balance at May 31, 1998 $ (152,208) $ 8,474,718 $ 8,322,510
Consolidated Statements of Operations
Three months ended May 31, Six monthsended May 31,
1998 1997 1998 1997
Income
Rental $ 460,436 $ 917,805 $ 1,075,790 $ 1,852,788
Interest 14,217 22,339 244,824 43,239
Other 7,257 3,445 17,177 14,132
Total Income 481,910 943,589 1,337,791 1,910,159
Expenses
Property operating 167,573 348,382 475,785 707,317
Depreciation and amortization _ 143,344 _ 490,359
General and
administrative - other 44,878 53,086 100,154 117,768
General and
administrative - affiliates 8,298 86,342 16,596 95,626
Total Expenses 220,749 631,154 592,535 1,411,070
Operating Income 261,161 312,435 745,256 499,089
Gain on sale of real
estate assets _ _ 3,232,132 _
Net Income $ 261,161 $ 312,435 $ 3,977,388 $ 499,089
Net Income Allocated:
To the General Partners $ 2,612 $ 3,124 $ 39,774 $ 4,991
To the Limited Partners 258,549 309,311 3,937,614 494,098
$ 261,161 $ 312,435 $ 3,977,388 $ 499,089
Per limited partnership unit
(100,000 outstanding) $ 2.59 $ 3.09 $ 39.38 $ 4.94
Consolidated Statements of Cash Flows
For the six months ended May 31, 1998 1997
Cash Flows From Operating Activities:
Net income $ 3,977,388 $ 499,089
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization _ 490,359
Gain on sale of real estate assets (3,232,132) _
Increase (decrease) in cash arising from
changes in operating assets and liabilities:
Restricted cash 44,786 (112)
Rent and other receivables (117,776) (44,794)
Prepaid expenses (3,351) 34,332
Deferred rent receivable _ 4,597
Accounts payable and accrued expenses (100,948) (93,054)
Due to affiliates (38,966) 71,957
Security deposits payable (36,424) 2,771
Net cash provided by operating activities 492,577 965,145
Cash Flows From Investing Activities:
Proceeds from sale of property 8,762,318 _
Additions to real estate (345,694) (32,291)
Net cash provided by (used for) investing
activities 8,416,624 (32,291)
Cash Flows From Financing Activities:
Cash distributions (19,543,165) (858,586)
Net cash used for financing activities (19,543,165) (858,586)
Net increase (decrease) in cash and cash
equivalents (10,633,964) 74,268
Cash and cash equivalents, beginning of period 11,803,602 1,739,498
Cash and cash equivalents, end of period $ 1,169,638 $ 1,813,766
Supplemental Schedule of Non-Cash
Investing Activities:
Write-off of fully depreciated building
improvements $ _ $ 10,666
Supplemental Disclosure of Non-Cash Operating Activities:
In connection with the General Partners' intent to sell the Partnership's
properties, real estate held for investment, deferred rent receivable and
prepaid leasing commissions in the amounts of $6,799,011, $45,635, and
$225,691, respectively, were reclassified to "Real estate assets held for
disposition" in November of 1997. In connection with the sale of Maitland
Center Office Building C, deferred rent receivable, and prepaid leasing
commissions in the amounts of $50,555, and $65,899 were netted against Gain
on sale of real estate assets.
Notes to the Consolidated Financial Statements
The unaudited interim consolidated financial statements should be
read in conjunction with the Partnership's annual 1997 audited
consolidated financial statements within Form 10-K.
The unaudited 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 May 31, 1998 and the results of operations and cash
flows for the six months ended May 31, 1998 and 1997 and the statement
of partners' capital (deficit) for the six months ended May 31,
1998. Results of operations for the period 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 event has occurred subsequent to fiscal
year 1997 which requires disclosure in this interim report per
Regulation S-X, Rule 10-01, Paragraph (a)(5).
On December 19, 1997, the Partnership closed on the sale of
Maitland Center Office Building C. The Maitland Property was
sold for net proceeds of $8,762,318 to CMD Realty Investment Fund
III, L.P., an Illinois limited partnership (the "Buyer"), which
is unaffiliated with the Partnership. The selling price was
determined by arm's length negotiations between the Partnership
and the Buyer. The transaction resulted in a gain on sale of
approximately $3.2 million, which is reflected in the
Partnership's statement of operations for the period ending May
31, 1998.
Part I, Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
On December 19, 1997, the Partnership closed on the sale of
Maitland Center Office Building C (the "Maitland Property"). The
Maitland Property was sold for net proceeds of $8,762,318 to CMD
Realty Investment Fund III, L.P., an Illinois Limited partnership
(the "Buyer"), which is unaffiliated with the Partnership. The
selling price was determined by arm's length negotiations between
the Partnership and the Buyer. The transaction resulted in a
gain on sale of approximately $3.2 million.
The General Partners have engaged a real estate brokerage firm to
assist with the efforts in marketing for sale the Partnership's
sole remaining property, Two Financial Centre (the "Property").
While it is currently anticipated that the Property will be sold
and the Partnership liquidated in 1998, there can be no assurance
that the Property will be sold within this time frame.
The Partnership had cash and cash equivalents at May 31, 1998
of $1,169,638 compared with $11,803,602 at November 30, 1997.
The decrease is primarily a result of the payment on February 18,
1998 of a special cash distribution, as discussed below.
Primarily as a result of the sale of the Maitland Property,
restricted cash and security deposits payable decreased from
November 30, 1997 to May 31, 1998. Rent and other receivables
increased from $180,295 at November 30, 1997 to $298,071 at May
31, 1998. The increase reflects an increase in taxes receivable
as a result of tax payments made pursuant to IRS Section 444
requirements, which increased due to the increase in net income
from the gain on the sale of the Maitland Property. This is
offset partially by rent receivables from two tenants at the
Property which were deemed to be uncollectable. Accounts payable
and accrued expenses decreased from $323,179 at November 30, 1997
to $222,231 at May 31, 1998. The decrease is primarily due the
sale of the Maitland Property and resulting reduction in real
estate taxes payable.
The Property was 99% leased as of May 31, 1998, unchanged from
February 28, 1997 and up from 76% on November 30, 1997. During
the remainder of fiscal 1998, one lease totaling 600 square feet,
representing less than 1% of the Property's leasable area, is
scheduled to expire. Additionally, a tenant whose lease
representing 29,972 square feet or 26% of the property was
scheduled to expire in July 2000, notified the Partnership of its
intent to exercise an early termination option within it's lease,
as a result the tenant is expected to vacate the property in
October 1998. The General Partners are aggressively marketing
this space for lease.
On February 18, 1998, the Partnership paid a special cash
distribution to Limited Partners totaling $195.39 per Unit. The
distribution included the net proceeds received from the sales of
the Maitland Property in the amount of $87.62 per Unit, and
Swenson Business Park - Building C (the "Swenson Property") in
the amount of $103.52 per Unit, plus cash flow from operations
generated during the three months ended November 30, 1997 in the
amount of $4.25 per Unit. In order to fund required capital
improvements at the Property and maintain adequate cash reserves,
cash distributions were suspended beginning with the 1998 first
quarter distribution, which would have been paid on or about
April 15, 1998. Once the Property is sold, the General Partners
will distribute the net proceeds together with the Partnership's
remaining cash reserves (after payment of or provision for, the
Partnership's liabilities and expenses), and dissolve the
Partnership.
Results of Operations
Partnership operations resulted in net income of $261,161 and
$3,977,388 for the three and six months ended May 31, 1998,
respectively, compared with $312,435 and $499,089 for the
corresponding periods in fiscal 1997. The increase for the six-
month period is primarily due to a gain on the sale of the
Maitland Property of $3,232,132 in the 1998 period. Excluding
this gain, operating income totaled $261,161 and $745,256 for the
three and six months ended May 31, 1998. The increase in
operating income for the six-month period is primarily due to a
decrease in depreciation expense, due to the sales of the Swenson
and Maitland Properties and the reclassification of Two Financial
Centre as "Real estate assets held for disposition". The
increase in operating income also reflects decreases in all other
expense categories, especially property operating expenses, as a
result of the property sales, as well as higher interest income,
due to the Partnership's higher average cash balance.
Primarily as a result of the sale of the Maitland Property and
the Swenson Property, the following categories on the income
statement decreased from the three and six months ended May 31,
1997 to the corresponding periods in 1998: rental income,
property operating expense, and depreciation and amortization.
Interest income totaled $14,217 and $244,824 for the three and
six months ended May 31, 1998, compared with $22,339 and $43,239
for the corresponding periods in fiscal 1997. The increase for
the six-month period reflects the Partnership's higher average
cash balance in the first quarter of 1998 due to proceeds
received from the sale of the Swenson and Maitland Properties.
General and administrative expenses (other) for the three and six
months ended May 31, 1998 were $44,878 and $100,154,
respectively, compared with $53,086 and $117,768, respectively,
for the corresponding periods in fiscal 1997. General and
administrative expenses (affiliates) for the three and six months
ended May 31, 1998 were $8,298 and $16,596, respectively,
compared with $86,342 and $95,626, respectively, for the
corresponding periods in fiscal 1997. The decreases in both
categories are primarily due to lower partnership servicing fees.
The decreases were partially offset by an increase in legal costs
associated with the sale of the Swenson and Maitland Properties.
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 three
months ended May 31, 1998.
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: July 15 , 1998 BY: /s/Michael T. Marron
Michael T. Marron
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> 6-mos
<FISCAL-YEAR-END> Nov.-30-1998
<PERIOD-END> May-31-1998
<CASH> 1,169,638
<SECURITIES> 000
<RECEIVABLES> 298,071
<ALLOWANCES> (106,863)
<INVENTORY> 000
<CURRENT-ASSETS> 000
<PP&E> 000
<DEPRECIATION> 000
<TOTAL-ASSETS> 8,634,477
<CURRENT-LIABILITIES> 311,967
<BONDS> 000
<COMMON> 000
000
000
<OTHER-SE> 8,322,510
<TOTAL-LIABILITY-AND-EQUITY> 8,634,477
<SALES> 1,075,790
<TOTAL-REVENUES> 1,337,791
<CGS> 000
<TOTAL-COSTS> 000
<OTHER-EXPENSES> 592,535
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 000
<INCOME-PRETAX> 000
<INCOME-TAX> 000
<INCOME-CONTINUING> 745,256
<DISCONTINUED> 000
<EXTRAORDINARY> 3,232,132
<CHANGES> 000
<NET-INCOME> 3,977,388
<EPS-PRIMARY> 39.38
<EPS-DILUTED> 39.38
</TABLE>
