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 February 28, 1999
-----------------
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
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COMMERCIAL PROPERTIES 4, L.P.
-----------------------------
Exact Name of Registrant as Specified in its Charter
Virginia 11-2711361
-------- ----------
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
--------------
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 4, L.P.
AND CONSOLIDATED VENTURE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
At February 28, At November 30,
1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
Assets
Real estate assets held for disposition $ -- $12,428,039
Cash and cash equivalents 11,319,346 259,141
Restricted cash -- 601,805
Accounts receivable 84,945 92,786
Prepaid expenses 14,872 56,096
Other assets, net of accumulated amortization
of $-0- in 1999 and $90,051 in 1998 77,625 112,873
- --------------------------------------------------------------------------------
Total Assets $11,496,788 $13,550,740
================================================================================
Liabilities and Partners' Capital (Deficit)
Liabilities:
Mortgage note payable $ -- $ 2,352,981
Accounts payable and accrued expenses 132,029 731,125
Due to affiliates 314,847 2,010,531
---------------------------
Total Liabilities 446,876 5,094,637
---------------------------
Partners' Capital (Deficit):
General Partners -- (119,306)
Limited Partners (56,341 units outstanding) 11,049,912 8,575,409
---------------------------
Total Partners' Capital 11,049,912 8,456,103
- --------------------------------------------------------------------------------
Total Liabilities and Partners' Capital $11,496,788 $13,550,740
================================================================================
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
For the three months ended February 28, 1999
General Limited
Partners Partners Total
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at November 30, 1998 $ (119,306) $ ,575,409 $ 8,456,103
Net income 119,306 2,474,503 2,593,809
- --------------------------------------------------------------------------------
Balance at February 28, 1999 $ -- $11,049,912 $11,049,912
================================================================================
</TABLE>
See accompanying notes to the consolidated financial statements.
<PAGE>
3
COMMERCIAL PROPERTIES 4, L.P.
AND CONSOLIDATED VENTURE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended February 28,
1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
Income
Rental $ 241,652 $ 685,275
Interest 97,244 4,154
---------------------------
Total Income 338,896 689,429
- --------------------------------------------------------------------------------
Expenses
Property operating 237,654 330,453
Depreciation and amortization -- 296,453
Interest expense 29,093 89,521
General and administrative 150,991 64,958
---------------------------
Total Expenses 417,738 781,385
---------------------------
Net Loss before gain on sale of real estate (78,842) (91,956)
Gain on sale of real estate 2,672,651 --
- --------------------------------------------------------------------------------
Net Income (Loss) $ 2,593,809 $ (91,956)
================================================================================
Net Income (Loss) Allocated:
To the General Partners $ 119,306 $ 825
To the Limited Partners 2,474,503 (92,781)
---------------------------
$ 2,593,809 $ (91,956)
================================================================================
Per limited partnership unit
(56,341 outstanding) $ 43.92 $ (1.65)
- --------------------------------------------------------------------------------
</TABLE>
See accompanying notes to the consolidated financial statements.
<PAGE>
4
COMMERCIAL PROPERTIES 4, L.P.
AND CONSOLIDATED VENTURE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended February 28,
1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income (loss) $ 2,593,809 $(91,956)
Adjustments to reconcile net income (loss) to net cash
provided by (used for) operating activities:
Gain on sale of real estate (2,672,651) --
Depreciation -- 66,456
Amortization -- 9,997
Increase (decrease) in cash arising from changes in
operating assets and liabilities:
Restricted cash 601,805 (10,072)
Accounts receivable 7,841 2,199
Prepaid expenses and other assets 41,224 (30,794)
Other assets 35,248 --
Deferred rent receivable -- 9,963
Accounts payable and accrued expenses (490,942) 126,753
Due to affiliates (1,695,684) 32,286
------------------------
Net cash provided by (used for) operating activities (1,579,350) 334,832
- --------------------------------------------------------------------------------
Cash Flows From Investing Activities:
Net proceeds from sale of real estate 14,992,536 --
Additions to real estate -- (18,664)
------------------------
Net cash provided by (used for) investing activities 14,992,536 (18,664)
- --------------------------------------------------------------------------------
Cash Flows From Financing Activities:
Mortgage principal payments (2,352,981) (36,452)
------------------------
Net cash used for financing activities (2,352,981) (36,452)
- --------------------------------------------------------------------------------
Net increase in cash and cash equivalents 11,060,205 279,716
Cash and cash equivalents, beginning of period 259,141 133,958
- --------------------------------------------------------------------------------
Cash and cash equivalents, end of period $11,319,346 $413,674
================================================================================
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $ 128,499 $ 46,263
- --------------------------------------------------------------------------------
Supplemental Disclosure of Non-Cash Operating
Activities:
In connection with the sale of real estate,
mortgage costs in the amount of $35,247 were
netted against gain on sale of real estate in 1999.
Adjustment of real estate held for investment $ 108,144) $ --
Adjustment of accounts payable and accrued expenses 108,144 --
------------------------
$ -- $ --
- --------------------------------------------------------------------------------
Supplemental Disclosure of Non-Cash
Investing Activities:
Write-off of fully depreciated tenant improvements $ -- $381,443
- --------------------------------------------------------------------------------
</TABLE>
See accompanying notes to the consolidated financial statements.
<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 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 February 28, 1999 and the
results of operations and cash flows for the three months ended February 28,
1999 and 1998 and the statement of changes in partners' capital (deficit) for
the three months ended February 28, 1999.
The General Partners engaged a nationally recognized real estate brokerage firm
to assist in the marketing of Crosswest Office Center ("Crosswest").
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." On December 29, 1998, Crosswest was sold for a selling price of
$12,280,281 net of existing mortgage debt and closing adjustments, which
resulted in a gain of $2,672,651 which has been reflected in the Consolidated
Statement of Operations.
No other significant events have occurred subsequent to fiscal year 1998, and no
material contingencies exist which would require disclosure in this interim
report per Regulation S-X, Rule 10-01, Paragraph (a)(5).
<PAGE>
6
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
- -------------------------------
In June 1998, the General Partners engaged a nationally recognized real estate
brokerage firm to assist in the marketing of Crosswest. Crosswest was sold on
December 29, 1998 to Crosswest Associates, L.P. ("the Buyer") for net proceeds
of $12,280,281. As a result of the sale, the General Partners will pay a cash
distribution in the near future, representing a portion of the net sales
proceeds. The remaining proceeds will be used to pay the Partnership's
liabilities and expenses through dissolution and to establish a reserve for
contingencies. Any cash remaining after the payment of these items and
establishment of reserves will be distributed upon the dissolution of the
Partnership which is expected to occur in the third quarter of 1999.
The Partnership had cash and cash equivalents at February 28, 1999 of
$11,319,346 compared with $259,141 at November 30, 1998. The increase is
primarily attributable to net proceeds from the sale of Crosswest. At February
28, 1999, the Partnership's restricted cash balance was $-0- compared with
$601,805 at November 30, 1998. The decrease is attributable to the transfer of
tenant security deposits upon the sale of Crosswest.
Prepaid expenses totaled $14,872 at February 28, 1999, compared with $56,096 at
November 30, 1998. The decrease was primarily due to the decrease in prepaid
real estate taxes resulting from the sale of Crosswest. Accounts payable and
accrued expenses totaled $132,029 at February 28, 1999 compared with $731,125 at
November 30, 1998. The decrease is primarily attributable to decreases in
prepaid rent, security deposits, real estate taxes and payables related to
improvements to Crosswest.
Other assets totaled $77,625 at February 28, 1999, compared with $112,873 at
November 30, 1998. Included in other assets is a receivable in the amount of
$74,639 for real estate taxes which are expected to be refunded by October 31,
1999.
Due to affiliates totaled $314,847 at February 28, 1999, compared with
$2,010,531 at November 30, 1998. The decrease mainly reflects the reimbursement
of certain fees and expenses which were previously made by the General Partners
during the origination of the Partnership. 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 postponed reimbursement of
certain fees and expenses. Funds made available from cash flow from operations
were used to pay such amounts due to affiliates.
On December 29, 1998, the mortgage payable of $2,352,981 was paid from the
proceeds of the sale of Crosswest.
Results of Operations
- ---------------------
Partnership operations resulted in net income of $2,593,809 for the three months
ended February 28, 1999, compared with net losses of $91,956 for the three
months ended February 28, 1998. The change from net loss to net income is
primarily attributable to the sale of Crosswest.
Rental income totaled $241,652 for the three months ended February 28, 1999,
compared with $685,275 for the three months ended February 28, 1998. The
decrease is primarily attributable to the disposition of Crosswest. Interest
income totaled $97,244 for the three months ended February 28, 1999 compared
with $4,154 for the corresponding period in 1998. The increase is primarily due
to higher average cash balances.
<PAGE>
7
COMMERCIAL PROPERTIES 4, L.P.
AND CONSOLIDATED VENTURE
Property operating expenses totaled $237,654 for the three months ended February
28, 1999, compared with $330,453 for the three months ended February 28, 1998.
The decrease primarily reflects reductions in all operating expense categories
due to the sale of Crosswest.
Interest expense for the three months ended February 28, 1999 decreased from the
corresponding period in 1998, reflecting the payoff of the mortgage balance upon
the sale of Crosswest. General and administrative expenses totaled $150,991 for
the three months ended February 28, 1999, compared with $64,958 for the three
months ended February 28, 1998. The increases are primarily attributable to
higher marketing fees incurred relating to the sale of Crosswest.
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
-------------------
On January 13, 1999 the Partnership filed Form 8-K reporting the
sale of Crosswest.
<PAGE>
8
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: April 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> 3-mos
<FISCAL-YEAR-END> Nov-30-1999
<PERIOD-END> Feb-28-1999
<CASH> 11,319,346
<SECURITIES> 000
<RECEIVABLES> 84,945
<ALLOWANCES> 000
<INVENTORY> 000
<CURRENT-ASSETS> 000
<PP&E> 000
<DEPRECIATION> 000
<TOTAL-ASSETS> 11,496,788
<CURRENT-LIABILITIES> 132,029
<BONDS> 000
<COMMON> 000
000
000
<OTHER-SE> 11,049,912
<TOTAL-LIABILITY-AND-EQUITY> 11,496,788
<SALES> 241,652
<TOTAL-REVENUES> 338,896
<CGS> 000
<TOTAL-COSTS> 237,654
<OTHER-EXPENSES> 150,991
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 29,093
<INCOME-PRETAX> 2,593,809
<INCOME-TAX> 000
<INCOME-CONTINUING> 2,593,809
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> 2,593,809
<EPS-PRIMARY> 43.92
<EPS-DILUTED> 43.92
</TABLE>
