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, 1999
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or
Transition Report Pursuant to Section 13 or 15(d)
----- of the Securities Exchange Act of 1934
For the Transition period from ______ to ______
Commission File Number: 0-11763
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COMMERCIAL PROPERTIES 2, L.P.
-----------------------------
Exact Name of Registrant as Specified in its Charter
Virginia 13-3130258
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State or Other Jurisdiction of I.R.S. Employer Identification No.
Incorporation or Organization
3 World Financial Center, 29th Floor,
New York, NY Attn.: Andre Anderson 10285
- ------------------------------------- -----
Address of Principal Executive Offices Zip code
(212) 526-3183
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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
--- ---
<PAGE>
2
COMMERCIAL PROPERTIES 2, L.P.
AND CONSOLIDATED VENTURES
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
At May 31, At November 30,
1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
Assets
Real estate assets held for disposition $7,422,226 $7,222,460
Cash and cash equivalents 1,715,304 1,446,089
Restricted cash 21,917 21,386
Rent and other receivables 304,319 291,360
Prepaid expenses -- 10,997
- --------------------------------------------------------------------------------
Total Assets $9,463,766 $8,992,292
================================================================================
Liabilities and Partners' Capital (Deficit)
Liabilities:
Accounts payable and accrued expenses $ 254,925 $ 258,394
Due to affiliates 83,544 67,910
Security deposits payable 18,528 18,528
---------------------------
Total Liabilities 356,997 344,832
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Partners' Capital (Deficit):
General Partners (144,366) (148,959)
Limited Partners (100,000 units outstanding) 9,251,135 8,796,419
---------------------------
Total Partners' Capital 9,106,769 8,647,460
- --------------------------------------------------------------------------------
Total Liabilities and Partners' Capital $9,463,766 $8,992,292
================================================================================
</TABLE>
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<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
For the six months ended May 31, 1999
General Limited
Partners Partners Total
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at November 30, 1998 $ (148,959) $8,796,419 $8,647,460
Net income 4,593 454,716 459,309
- --------------------------------------------------------------------------------
Balance at May 31, 1999 $ (144,366) $9,251,135 $9,106,769
================================================================================
</TABLE>
See accompanying notes to the consolidated financial statements.
<PAGE>
3
COMMERCIAL PROPERTIES 2, L.P.
AND CONSOLIDATED VENTURES
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended May 31, Six months ended May 31,
1999 1998 1999 1998
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<S> <C> <C> <C> <C>
Income
Rental $ 474,386 $ 460,436 $ 891,820 $1,075,790
Interest 12,851 14,217 26,777 244,824
Other 1,542 7,257 31,565 17,177
-------------------------------------------------------
Total Income 488,779 481,910 950,162 1,337,791
- -----------------------------------------------------------------------------------------------
Expenses
Property operating 168,599 167,573 329,999 475,785
General and administrative - other 62,504 44,878 119,201 100,154
General and administrative - affiliates 20,298 8,298 41,653 16,596
-------------------------------------------------------
Total Expenses 251,401 220,749 490,853 592,535
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Operating Income 237,378 261,161 459,309 745,256
Gain on sale of real estate assets -- -- -- 3,232,132
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Net Income $ 237,378 $ 261,161 $ 459,309 $3,977,388
===============================================================================================
Net Income Allocated:
To the General Partners $ 2,374 $ 2,612 $ 4,593 $ 39,774
To the Limited Partners 235,004 258,549 454,716 3,937,614
- -----------------------------------------------------------------------------------------------
$ 237,378 $ 261,161 $ 459,309 $3,977,388
===============================================================================================
Per limited partnership unit
(100,000 outstanding) $ 2.35 $ 2.59 $ 4.55 $ 39.38
- -----------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to the consolidated financial statements.
<PAGE>
4
COMMERCIAL PROPERTIES 2, L.P.
AND CONSOLIDATED VENTURES
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended May 31,
1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 459,309 $3,977,388
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain on sale of real estate assets -- (3,232,132)
Increase (decrease) in cash arising from
changes in operating assets and liabilities:
Restricted cash (531) 44,786
Rent and other receivables (12,959) (117,776)
Prepaid expenses 10,997 (3,351)
Accounts payable and accrued expenses (3,469) (100,948)
Due to affiliates 15,634 (38,966)
Security deposits payable -- (36,424)
---------------------------
Net cash provided by operating activities 468,981 492,577
- --------------------------------------------------------------------------------
Cash Flows From Investing Activities:
Proceeds from sale of property -- 8,762,318
Additions to real estate (199,766) (345,694)
---------------------------
Net cash provided by (used for) investing activities (199,766) 8,416,624
- --------------------------------------------------------------------------------
Cash Flows From Financing Activities:
Cash distributions -- (19,543,165)
---------------------------
Net cash used for financing activities -- (19,543,165)
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Net increase (decrease) in cash and cash equivalents 269,215 (10,633,964)
Cash and cash equivalents, beginning of period 1,446,089 11,803,602
- --------------------------------------------------------------------------------
Cash and cash equivalents, end of period $1,715,304 $1,169,638
================================================================================
Supplemental Disclosure of Non-Cash Operating Activities:
In connection with the sale of Maitland Center Office Building C, deferred rent
receivable, and prepaid leasing commission in the amounts of $50,555 and $65,899
were netted against Gain on sale of real estate assets.
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</TABLE>
See accompanying notes to the consolidated financial statements.
<PAGE>
5
COMMERCIAL PROPERTIES 2, L.P.
AND CONSOLIDATED VENTURES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The unaudited interim consolidated financial statements should be read in
conjunction with the Partnership's annual 1998 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, 1999 and the
results of operations and cash flows for the six months ended May 31, 1999 and
1998 and the statement of partners' capital (deficit) for the six months ended
May 31, 1999. Results of operations for the period are not necessarily
indicative of the results to be expected for the full year.
<PAGE>
6
COMMERCIAL PROPERTIES 2, L.P.
AND CONSOLIDATED VENTURES
Part I, Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
- -------------------------------
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 in 1999, there can be no assurance that the Property will
be sold within this time frame, or that any sale, if completed, will result in a
particular price.
The Partnership had cash and cash equivalents at May 31, 1999 of $1,715,304
compared with $1,446,089 at November 30, 1998. The increase is primarily due to
cash provided by operations exceeding cash used for additions to real estate
assets. At May 31, 1999 rent and other receivables amounted to $304,319,
compared with $291,360 at November 30, 1998. The balance principally represents
tax payments made pursuant to IRS Section 444 requirements. In June 1999 the
Partnership received $215,270 representing a refund of these tax payments.
Accounts payable and accrued expenses amounted to $254,925 at May 31, 1999,
compared to $258,394 at November 30, 1998. The decrease is primarily due to
lower accounts payable for Partnership administrative expenses. This is offset
by an increase in accrued real estate taxes.
The Property was 98% leased as of May 31, 1999, up from 84% on November 30,
1998. During this period the General Partners executed lease agreements for
13,922 square feet of vacated space. The General Partners continue to
aggressively market the remaining space and will negotiate renewals as leases
expire.
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
$3,232,132.
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 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. Once the remaining 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.
<PAGE>
7
COMMERCIAL PROPERTIES 2, L.P.
AND CONSOLIDATED VENTURES
Results of Operations
- ---------------------
Partnership operations resulted in net income of $237,378 and $459,309 for the
three and six months ended May 31, 1999, compared with net income of $261,161
and $3,977,388 for the three and six months ended May 31, 1998. The decrease for
the six-month period is primarily due to the 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,
compared to operating income of $237,378 and $459,309 for the three and
six-month periods ended May 31, 1999. The decrease in operating income is due to
the net effect of decreased rental income due to the sale of the Maitland
Property, lower interest income due to the Partnership's lower average cash in
1999, and an increase in general and administrative expenses.
Interest income totaled $12,851 and $26,777 for the three and six months ended
May 31, 1999, compared with $14,217 and $244,824 for the three and six months
ended May 31, 1998. The decrease for the six-month period reflects the
Partnership's higher cash balance in 1998 due to the 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, 1999 were $62,504 and $119,201, compared with $44,878 and $100,154 for
the three and six months ended May 31, 1998. The increase represents higher
Partnership servicing costs.
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
May 31, 1999.
<PAGE>
8
COMMERCIAL PROPERTIES 2, L.P.
AND CONSOLIDATED VENTURES
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 14, 1999
BY: /s/Michael T. Marron
----------------------------
Name: Michael T. Marron
Title: President and Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-mos
<FISCAL-YEAR-END> Nov-30-1999
<PERIOD-END> May-31-1999
<CASH> 1,715,304
<SECURITIES> 000
<RECEIVABLES> 304,319
<ALLOWANCES> 000
<INVENTORY> 000
<CURRENT-ASSETS> 000
<PP&E> 000
<DEPRECIATION> 000
<TOTAL-ASSETS> 9,463,766
<CURRENT-LIABILITIES> 254,925
<BONDS> 000
000
000
<COMMON> 000
<OTHER-SE> 9,106,769
<TOTAL-LIABILITY-AND-EQUITY> 9,463,766
<SALES> 891,820
<TOTAL-REVENUES> 950,162
<CGS> 000
<TOTAL-COSTS> 000
<OTHER-EXPENSES> 459,853
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 000
<INCOME-PRETAX> 459,309
<INCOME-TAX> 000
<INCOME-CONTINUING> 459,309
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> 459,309
<EPS-BASIC> 4.55
<EPS-DILUTED> 4.55
</TABLE>
