<PAGE>
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, 1998
or
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Transition period from to
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Commission File Number: 0-14342
COMMERCIAL PROPERTIES 4, L.P.
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Exact Name of Registrant as Specified in its Charter
Virginia 11-2711361
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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>
COMMERCIAL PROPERTIES 4, L.P.
AND CONSOLIDATED VENTURE
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS At August 31, At November 30,
1998 1997
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<S> <C> <C>
Assets
Real estate, at cost:
Land $ -- $ 2,000,000
Building and improvements -- 19,032,005
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-- 21,032,005
Less accumulated depreciation -- (9,208,423)
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-- 11,823,582
Real estate assets held for disposition 12,064,407 --
Cash and cash equivalents 782,306 133,958
Restricted cash 597,068 402,707
Rent receivable 65,071 106,351
Prepaid expenses, net of accumulated amortization
of $522,642 in 1997 106,741 349,160
Deferred rent receivable -- 317,316
Other assets, net of accumulated amortization
of $85,565 in 1998 and $72,108 in 1997 89,183 101,775
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Total Assets $ 13,704,776 $ 13,234,849
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Liabilities and Partners' Capital (Deficit)
Liabilities:
Mortgage note payable $ 2,391,607 $ 2,503,108
Accounts payable and accrued expenses 700,716 435,377
Due to affiliates 2,486,315 2,349,614
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Total Liabilities 5,578,638 5,288,099
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Partners' Capital (Deficit):
General Partners (115,734) (124,399)
Limited Partners (56,341 units outstanding) 8,241,872 8,071,149
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Total Partners' Capital 8,126,138 7,946,750
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Total Liabilities and Partners' Capital $ 13,704,776 $ 13,234,849
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</TABLE>
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
For the nine months ended August 31, 1998
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
-------- -------- -----
<S> <C> <C> <C>
Balance at November 30, 1997 $ (124,399) $8,071,149 $7,946,750
Net income 8,665 170,723 179,388
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Balance at August 31, 1998 $ (115,734) $8,241,872 $8,126,138
------------ ----------- -----------
------------ ----------- -----------
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
COMMERCIAL PROPERTIES 4, L.P.
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three months ended August 31, Nine months ended August 31,
1998 1997 1998 1997
-------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
Income
Rental $ 733,215 $ 680,901 $ 2,122,524 $ 2,067,229
Interest 7,185 21,671 20,807 66,277
-------------- -------------- ------------- --------------
Total Income 740,400 702,572 2,143,331 2,133,506
-------------- -------------- ------------- --------------
Expenses
Property operating 284,040 338,004 902,595 969,791
Depreciation and amortization 4,486 277,949 572,233 827,308
Interest expense 90,219 99,984 270,685 301,454
General and administrative 119,443 42,698 218,430 158,166
-------------- -------------- ------------- --------------
Total Expenses 498,188 758,635 1,963,943 2,256,719
-------------- -------------- ------------- --------------
Net Income (Loss) $ 242,212 $ (56,063) $ 179,388 $ (123,213)
-------------- -------------- ------------- --------------
-------------- -------------- ------------- --------------
Net Income (Loss) Allocated:
To the General Partners $ 4,845 $ 1,210 $ 8,665 $ 4,659
To the Limited Partners 237,367 (57,273) 170,723 (127,872)
-------------- -------------- ------------- --------------
$ 242,212 $ (56,063) $ 179,388 $ (123,213)
-------------- -------------- ------------- --------------
-------------- -------------- ------------- --------------
Per limited partnership unit
(56,341 outstanding) $ 4.21 $ (1.02) $ 3.03 $ (2.27)
-------------- -------------- ------------- --------------
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
COMMERCIAL PROPERTIES 4, L.P.
AND CONSOLIDATED VENTURE
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended August 31, 1998 1997
------------- --------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income (loss) $ 179,388 $ (123,213)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation 507,688 712,295
Amortization 64,546 115,013
Increase (decrease) in cash arising from changes in operating assets and
liabilities:
Restricted cash (194,360) 273,332
Rent receivable 41,281 (8,967)
Prepaid expenses and other assets (81,056) (162,441)
Deferred rent receivable 28,006 44,579
Accrued interest payable -- (17,135)
Accounts payable and accrued expenses 265,336 (738)
Due to affiliates 136,701 (1,332,205)
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Net cash provided by (used for) operating activities 947,530 (499,480)
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Cash Flows From Investing Activities:
Additions to real estate (187,681) (818,223)
Accounts payable - real estate assets -- 148,797
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Net cash used for investing activities (187,681) (669,426)
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Cash Flows From Financing Activities:
Mortgage principal payments (111,501) (114,315)
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Net cash used for investing activities (111,501) (114,315)
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Net increase (decrease) in cash and cash equivalents 648,348 (1,283,221)
Cash and cash equivalents, beginning of period 133,958 1,339,034
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Cash and cash equivalents, end of period $ 782,306 $ 55,813
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Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $ 142,644 $ 168,068
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Supplemental Disclosure of Non-Cash Operating Activities:
In connection with the General Partners' intent to sell the Partnership's
property in 1998, deferred rent receivable and prepaid leasing commissions
in the amounts of $289,310 and $271,522, respectively, were reclassified
to Real estate assets held for disposition.
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Supplemental Disclosure of Non-Cash Investing Activities:
Write-off of fully depreciated tenant improvements $ 381,443 $ 84,966
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</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
5
Commercial Properties 4, L.P.
And Consolidated Venture
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The unaudited 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 August 31, 1998 and the
results of operations and cash flows for the nine months ended August 31, 1998
and 1997 and the statement of changes in partners' capital (deficit) for the
nine months ended August 31, 1998. Results of operations for the period are not
necessarily indicative of the results to be expected for the full year.
The General Partners have engaged a nationally recognized real estate brokerage
firm to assist in the marketing of Crosswest. It is currently anticipated that
the sale of Crosswest will be completed in 1998. Accordingly, the Partnership's
remaining real estate assets, deferred rent receivable and prepaid leasing costs
were reclassified on the consolidated balance sheets at August 31, 1998 to "Real
estate assets held for disposition." The Partnership has also suspended
recording depreciation and amortization in accordance with the Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of."
No other 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).
5
<PAGE>
Commercial Properties 4, L.P.
And Consolidated Venture
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 nationally recognized real estate
brokerage firm to assist in the marketing of 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. In view of the anticipated
sale of the Property in 1998, the Partnership's real estate has been recorded on
the Partnership's August 31, 1998 balance sheet as "Real estate assets held for
disposition."
The Partnership had cash and cash equivalents at August 31, 1998 of $782,306
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 August 31, 1998, the Partnership's
restricted cash balance was $597,068 compared with $402,707 at November 30,
1997. The increase is primarily attributable to additional security deposits
received from new tenants. The restricted cash balance at August 31, 1998
consisted of $231,506 in security deposits, $251,487 in real estate tax escrows
and $114,075 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 $106,741 at August
31, 1998, compared with $349,160 at November 30, 1997. The decrease was
primarily due to the reclassification of the Partnership's real estate,
including deferred leasing commissions, to "Real estate assets held for
disposition" as of June 1, 1998. Deferred rent receivable, which amounted to
$317,316 at November 30, 1997, was also reclassified to "Real estate assets held
for disposition" at August 31, 1998. Accounts payable and accrued expenses
totaled $665,365 at August 31, 1998 compared with $435,377 at November 30, 1997.
The increase is primarily attributable to increases in prepaid rent, security
deposits, legal fees, real estate taxes and payables related to improvements to
the Property.
Results of Operations
- ---------------------
Partnership operations resulted in net income of $242,212 and $179,388 for the
three and nine months ended August 31, 1998, respectively, compared with net
losses of $56,063 and $123,213 for the three and nine months ended August 31,
1997. The change from net loss to net income for both periods is primarily
attributable to the decrease in depreciation and amortization due to the
reclassification of the Partnership's Real estate to "Real estate assets held
for disposition" as of June 1, 1998.
6
<PAGE>
Commercial Properties 4, L.P.
And Consolidated Venture
Rental income totaled $733,215 and $2,122,524 for the three and nine months
ended August 31, 1998, respectively, compared with $680,901 and $2,067,229 for
the corresponding periods in fiscal 1997. The increases are primarily
attributable to higher average rental rates at the Property. Interest income
totaled $7,185 and $20,807 for the three and nine months ended August 31, 1998,
respectively, compared with $21,671 and $66,277 for the corresponding periods in
1997. The decreases are primarily due to lower average cash balances.
Property operating expenses totaled $284,040 and $902,595 for the three and nine
months ended August 31, 1998, respectively, compared with $338,004 and $969,791
for the corresponding periods in fiscal 1997. The decreases primarily reflect
reductions in cleaning expenses, repair and maintenance and management fees,
which were partly offset by an increase in rental administrative expense.
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 $119,443 and $218,430 for the three and nine
months ended August 31, 1998, respectively, compared with $42,698 and $158,166
for the three and nine months ended August 31, 1997. The increases are primarily
attributable to higher legal fees and partnership servicing costs.
At August 31, 1998 the Property was 97% leased, compared to 95% at November 30,
1997. During the remainder of fiscal 1998, leases totaling 3,579 square feet, or
approximately 3% 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.
7
<PAGE>
Commercial Properties 4, L.P.
And Consolidated Venture
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: October 14, 1998 BY: /s/Michael T. Marron
--------------------
President
Date: October 14, 1998 BY: /s/Timothy E. Needham
---------------------
Vice President and
Chief Financial Officer
8
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0000759852
<NAME> COMMERCIAL PROPERTIES 4, LP
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> NOV-30-1998
<PERIOD-END> AUG-31-1998
<CASH> 782,306
<SECURITIES> 0
<RECEIVABLES> 65,071
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 847,377
<PP&E> 12,064,407
<DEPRECIATION> 0
<TOTAL-ASSETS> 13,704,776
<CURRENT-LIABILITIES> 3,187,031
<BONDS> 2,391,607
0
0
<COMMON> 0
<OTHER-SE> 8,126,138
<TOTAL-LIABILITY-AND-EQUITY> 13,704,776
<SALES> 2,122,524
<TOTAL-REVENUES> 2,143,331
<CGS> 0
<TOTAL-COSTS> 1,745,513
<OTHER-EXPENSES> 218,430
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 179,388
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 179,388
<EPS-PRIMARY> 3.03
<EPS-DILUTED> 3.03
</TABLE>
