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: 0-14342
COMMERCIAL PROPERTIES 4, L.P.
Exact Name of Registrant as Specified in its Charter
Virginia 11-2711361
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, at cost:
Land $ 2,000,000 $ 2,000,000
Building and improvements 18,685,342 19,032,005
20,685,342 21,032,005
Less accumulated depreciation (9,334,668) (9,208,423)
11,350,674 11,823,582
Cash and cash equivalents 588,648 133,958
Restricted cash 402,687 402,707
Rent receivable 95,624 106,351
Prepaid expenses, net of accumulated amortization
of $334,367 in 1998 and $522,642 in 1997 437,630 349,160
Deferred rent receivable 289,310 317,316
Other assets, net of accumulated amortization
of $81,380 in 1998 and $72,108 in 1997 93,668 101,775
Total Assets $13,258,241 $13,234,849
Liabilities and Partners' Capital (Deficit)
Liabilities:
Mortgage note payable $ 2,429,494 $ 2,503,108
Accounts payable and accrued expenses 509,579 435,377
Due to affiliates 2,435,242 2,349,614
Total Liabilities 5,374,315 5,288,099
Partners' Capital (Deficit):
General Partners (120,579) (124,399)
Limited Partners (56,341 units outstanding) 8,004,505 8,071,149
Total Partners' Capital 7,883,926 7,946,750
Total Liabilities and Partners' Capital $13,258,241 $13,234,849
Consolidated Statement of Partners' Capital (Deficit)
For the six months ended May 31, 1998
General Limited
Partners Partners Total
Balance at November 30, 1997 $ (124,399) $ 8,071,149 $ 7,946,750
Net income (loss) 3,820 (66,644) (62,824)
Balance at May 31, 1998 $ (120,579) $ 8,004,505 $ 7,883,926
Consolidated Statements of Operations
Three months Six months
ended May 31, ended May 31,
1998 1997 1998 1997
Income
Rental $ 704,034 $ 669,510 $ 1,389,309 $ 1,386,328
Interest 9,468 19,903 13,622 44,606
Total Income 713,502 689,413 1,402,931 1,430,934
Expenses
Property operating 288,102 300,814 618,555 631,787
Depreciation and
amortization 271,294 274,219 567,747 549,359
Interest expense 90,945 101,154 180,466 201,470
General and administrative 34,029 75,199 98,987 115,468
Total Expenses 684,370 751,386 1,465,755 1,498,084
Net Income (Loss) $ 29,132 $ (61,973) $ (62,824) $ (67,150)
Net Income (Loss) Allocated:
To the General Partners $ 2,995 $ 1,156 $ 3,820 $ 3,449
To the Limited Partners 26,137 (63,129) (66,644) (70,599)
$ 29,132 $ (61,973) $ (62,824) $ (67,150)
Per limited partnership unit
(56,341 outstanding) $ 0.46 $ (1.12) $ (1.18) $ (1.25)
Consolidated Statements of Cash Flows
For the six months ended May 31, 1998 1997
Cash Flows From Operating Activities:
Net loss $ (62,824) $ (67,150)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 507,688 479,255
Amortization 60,059 70,104
Increase (decrease) in cash arising from
changes in operating assets and liabilities:
Restricted cash 20 404,964
Rent receivable 10,727 17,129
Prepaid expenses and other assets (140,422) (235,917)
Deferred rent receivable 28,006 30,653
Accrued interest payable _ (17,135)
Accounts payable and accrued expenses 74,202 (25,295)
Due to affiliates 85,628 133,180
Net cash provided by operating activities 563,084 789,788
Cash Flows From Investing Activities:
Additions to real estate (34,780) (547,779)
Accounts payable - real estate assets _ 111,181
Net cash used for investing activities (34,780) (436,598)
Cash Flows From Financing Activities:
Mortgage principal payments (73,614) (79,245)
Net cash used for investing activities (73,614) (79,245)
Net increase in cash and cash equivalents 454,690 273,945
Cash and cash equivalents, beginning of period 133,958 1,339,034
Cash and cash equivalents, end of period $ 588,648 $ 1,612,979
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $ 97,165 $ 118,424
Supplemental Disclosure of Non-Cash Investing Activities:
Write-off of fully depreciated
tenant improvements $ 381,443 $ 84,966
Notes to the Consolidated Financial Statements
The unaudited financial statements should be read in conjunction with the
Partnership's annual 1997 audited consolidated financial statements within
Form 10-K.
The unaudited 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 changes in 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.
No significant events have occurred subsequent to fiscal year 1997, and no
material contingencies exist which would require disclosure in this interim
report per Regulation S-X, Rule 10- 01, Paragraph (a)(5).
Part I, Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
Since the full amount of units offered was not sold, insufficient funds were
raised to meet the Partnership's commitments with respect to the acquisition
and lease-up of the properties. In order to meet these commitments, the
General Partners have postponed reimbursements of certain fees and expenses.
Funds made available by deferring payment of the acquisition fee at Reflections
have been fully distributed to the Limited Partners as cash distributions. Cash
flow from operations is currently being utilized to make payments on the
principal balance of the mortgage secured by the Partnership's remaining
property, Crosswest (the "Property"), or held in escrow to fund future mortgage
payments. It is anticipated that cash distributions to the partners of the
Partnership will remain suspended for the foreseeable future in light of these
funding needs and the Partnership's decision to market Crosswest for sale as
discussed below.
In June 1998, the General Partners engaged a real estate brokerage firm to
assist in marketing for sale Crosswest. While it is currently anticipated that
Crosswest will be sold and the Partnership will be liquidated in 1998, there
can be no assurance that the Property will be sold within this time frame. Any
cash held by the Partnership at the time of sale, less any contingent reserves
necessary to liquidate the Partnership, will be distributed together with
proceeds resulting from such a sale.
The Partnership had cash and cash equivalents at May 31, 1998 of $588,648
compared with $133,958 at November 30, 1997. The increase is primarily
attributable to net cash from operating activities exceeding real estate
additions and mortgage principal payments. At May 31, 1998, the Partnership's
restricted cash balance of $402,687 was largely unchanged from November 30,
1997. The restricted cash balance at May 31, 1998 consisted of $160,095 in
security deposits, $129,741 in real estate tax escrow's and $112,851
representing the Crosswest lockbox escrow which was established pursuant to
Crosswest's amended loan agreement. The Partnership's cash balance, along with
funds generated by operating activities, is expected to provide sufficient
liquidity to enable the Partnership to meet its operating expenses.
Prepaid expenses, net of accumulated amortization, totaled $437,630 at May 31,
1998, compared with $349,160 at November 30, 1997. The increase reflects
prepayment of 1998 annual real estate tax partially offset by the amortization
of leasing commissions. Accounts payable and accrued expenses totalled
$509,579 at May 31, 1998 compared with $435,377 at November 30, 1997. The
increase is primarily attributable to increases in prepaid rent, security
deposits and payables related to improvements to the Property.
Results of Operations
Partnership operations resulted in net income of $29,132 for the three months
ended May 31, 1998 and a net loss of $62,824 for the six months ended May 31,
1998, compared with net losses of $61,973 and $67,150 for the three and six
months ended May 31, 1997. The change from net loss to net income for the
three- month period is primarily attributable to an increase in rental income
as well as decreases in expenses.
Rental income totaled $704,034 and $1,389,309 for the three and six months
ended May 31, 1998, compared with $669,510 and $1,386,328 for the corresponding
periods in fiscal 1997. The increases are primarily attributable to higher
average rental rates at the Property. Interest income totaled $9,468 and
$13,622 for the three and six months ended May 31, 1998, compared with $19,903
and $44,606 for the corresponding periods in 1997. The decreases are primarily
due to lower average cash balances.
Property operating expenses in fiscal 1998 remained largely unchanged from
fiscal 1997 levels, as increases in utilities and rental administrative expense
were offset by reductions in cleaning expenses and management fees.
Interest expense in fiscal 1998 decreased from fiscal 1997 levels, reflecting
the reduction in the first mortgage balance due to principal payments. General
and administrative expenses totaled $34,029 and $98,987 for the three and six
months ended May 31, 1998, compared with $75,199 and $115,468 for the three and
six months ended May 31, 1997. The decreases are primarily attributable to
lower partnership servicing costs.
At May 31, 1998 the property was 95% leased, unchanged from November 30, 1997.
During the remainder of fiscal 1998, leases totaling 11,880 square feet, or
approximately 8% of the Property's leasable area, are scheduled to expire. The
General Partners will continue to negotiate renewals and aggressively market
any leasable space.
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 month period covered by this
report.
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 4, L.P.
BY: CP4 REAL ESTATE SERVICES INC.
A General Partner
Date: July 14, 1998 BY: /s/ Michael T. Marron
President
Date: July 14, 1998 BY: /s/Timothy E. Needham
Vice President and
Chief Financial Officer
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<PERIOD-TYPE> 6-mos
<FISCAL-YEAR-END> Nov-30-1998
<PERIOD-END> May-31-1998
<CASH> 588,648
<SECURITIES> 000
<RECEIVABLES> 95,624
<ALLOWANCES> 000
<INVENTORY> 000
<CURRENT-ASSETS> 000
<PP&E> 20,685,342
<DEPRECIATION> (9,334,668)
<TOTAL-ASSETS> 13,258,241
<CURRENT-LIABILITIES> 509,579
<BONDS> 2,429,494
<COMMON> 000
000
000
<OTHER-SE> 7,883,926
<TOTAL-LIABILITY-AND-EQUITY> 13,258,241
<SALES> 1,389,309
<TOTAL-REVENUES> 1,402,931
<CGS> 000
<TOTAL-COSTS> 618,555
<OTHER-EXPENSES> 666,734
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 180,466
<INCOME-PRETAX> (62,824)
<INCOME-TAX> 000
<INCOME-CONTINUING> (62,824)
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> (62,824)
<EPS-PRIMARY> (1.18)
<EPS-DILUTED> (1.18)
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