United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10 - Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ending June 30, 1997
Commission File Number 0-15256
Gran-Mark Income Properties Limited Partnership
(Exact Name of Registrant)
A Maryland Limited Partnership 52-1425166
(State of Organization) I.R.S. Employer ID
c/o Amherst Properties, Inc., 7900 Sudley Road, Suite 900,
(Address of Principal Officer) Manassas, Virginia 20109
Registrant's Telephone Number, including Area Code (703) 368-2415
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 files such reports), and (2) has been subject to
such filing requirements for the past 90 days.
X Yes No
PART I - FINANCIAL INFORMATION
Item 1 Financial Statements: Page
Balance Sheets 4 - 5
Statements of Income 6
Statements of Change in Partner's Equity 7
Statements of Cash Flow 8 - 9
Notes to Financial Statements 10 - 24
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 25 - 26
PART II - OTHER INFORMATION
Other Information 27
<TABLE>
Gran-Mark Income Properties Limited Partnership
Balance Sheets
June 30, 1997 (Unaudited)
September 30, 1996 (Audited)
ASSETS
6/30/97 9/30/96
<S> <C> <C>
CURRENT ASSETS
Cash $ 475,743 $ 963,019
Tenant Rents Receivable 138,386 133,343
Prepaid Expenses and Other 20,089 30,202
Mortgage Escrow Accounts 43,700 30,816
---------- ----------
Total Current Assets 677,918 1,157,380
FIXED ASSETS:
Land 418,598 418,598
Buildings 6,594,998 6,594,998
Building Improvements 761,324 654,858
Vehicle and Office Equipment 45,951 41,064
---------- ----------
Total 7,820,871 7,709,518
Less: Accumulated Depreciation 2,671,872 2,462,063
---------- ----------
Total Book Value of Fixed Assets 5,148,999 5,247,455
OTHER ASSETS:
Deferred Costs net of accumulated
amortization of $94,336 and
$199,315 as of June 30, 1997 and
September 30, 1996, respectively. 183,932 42,926
---------- ----------
Total Other Assets 183,932 42,926
---------- ----------
Total Assets $ 6,010,849 $ 6,447,761
=========== ===========
<F/N>
See Notes to the Financial Statements
</TABLE>
<TABLE>
Gran-Mark Income Properties Limited Partnership
Balance Sheets
June 30, 1997 (Unaudited)
September 30, 1996 (Audited)
LIABILITIES AND PARTNERS' EQUITY
6/30/97 9/30/96
<S> <C> <C>
CURRENT LIABILITIES:
Accounts Payable $ 87,482 $ 55,344
Accrued Interest 49,640 46,478
Accrued Expenses 48,176 83,199
Unearned Rental Income 5,907 8,554
Current Portion of Mortgages Payable 30,857 4,634,915
---------- ----------
Total Current Liabilities 222,062 4,828,490
LONG-TERM LIABILITIES:
Tenant Security Deposits Payable 49,965 44,746
Management Fees Payable to Amherst
Properties, Inc. 73,283 75,406
Mortgage Payable 4,142,852 0
---------- ----------
Total Long-Term Liabilities 4,266,100 120,152
---------- ----------
Total Liabilities 4,488,162 4,948,642
CONTINGENCIES AND COMMITMENTS (Notes 3 through 10)
PARTNERS' EQUITY:
General Partner $ (20,079) $ (20,315)
Limited Partners (12,000 units
authorized; 6,505 issued and
outstanding) 1,542,766 1,519,434
---------- ----------
Total Partners' Equity 1,522,687 1,499,119
---------- ----------
Total Liabilities and Partners' Equity $ 6,010,849 $ 6,447,761
=========== ===========
<F/N>
See Notes to the Financial Statements.
</TABLE>
<TABLE>
Gran-Mark Income Properties Limited Partnership
Statements of Income
(Unaudited)
For the Three Month Periods Ending June 30, 1997 and 1996
For the Nine Month Periods Ending June 30, 1997 and 1996
Three Three Nine Nine
Months Months Months Months
Ending Ending Ending Ending
6/30/97 6/30/96 6/30/97 6/30/96
<S> <C> <C> <C> <C>
REVENUE:
Rental $ 308,705 $ 420,003 $ 929,387 $ 1,288,350
Tenant Reimbursements 108,649 22,598 106,725 214,864
Interest Income 2,170 2,545 7,217 7,463
Other 5,508 1,245 20,527 8,754
Total Revenue 425,032 446,391 1,063,856 1,519,431
EXPENSES:
Interest 101,635 165,913 282,003 500,785
Depreciation & Amortization 84,483 109,153 235,491 327,687
Utilities 45,485 51,313 125,787 151,910
Real Estate Taxes & Licenses 12,299 58,369 36,855 175,150
Property Maintenance & Repairs 46,144 54,274 145,758 162,822
Management Fees 20,503 25,758 62,996 87,266
General & Administration 41,673 45,051 151,398 152,665
Total Expenses 352,222 509,831 1,040,288 1,558,285
Net Income or (Loss) 72,810 (63,440) 23,568 (38,854)
Allocation of Net Income or (Loss)
General Partners 728 (634) 236 (389)
Limited Partners 72,082 (62,806) 23,332 (38,465)
Net Income or (Loss) per weighted
average Limited Partnership
unit (6,505 units) 11.08 (9.66) 3.59 (5.92)
<F/N>
See Notes to the Financial Statements.
</TABLE>
<TABLE>
Gran-Mark Income Properties Limited Partnership
Statements of Changes in Partners' Equity
For the Nine Month Period Ending June 30, 1997
(Unaudited)
and
For the Years Ending September 30, 1996, 1995, and 1994
(Audited)
General Limited
Partner Partners Total
<S> <C> <C> <C>
Balance, September 30, 1993 $ (14,966) $ 2,049,111 $ 2,034,145
Net Loss Fiscal Year Ending 1994 (2,709) (268,240) (270,949)
---------- ---------- ----------
Balance, September 30, 1994 $ (17,675) $ 1,780,871 $ 1,763,196
Net Loss Fiscal Year Ending 1995 (2,172) (215,075) (217,247)
--------- ---------- ----------
Balance, September 30, 1995 $ (19,847) $ 1,565,796 $ 1,545,949
Net Loss Fiscal Year Ending 1996 (468) (46,362) (46,830)
--------- ---------- ----------
Balance, September 30, 1996 $ (20,315) $ 1,519,434 $ 1,499,119
Net Loss for the Period Ending
June 30, 1997 236 23,332 23,568
--------- ---------- ----------
Balance, June 30, 1997 $ (20,079) $ 1,542,766 $ 1,522,687
<F/N>
See Notes to the Financial Statements
</TABLE>
<TABLE>
Gran-Mark Income Properties Limited Partnership
Statements of Cash Flow
(Unaudited)
For the Nine Month Periods Ending June 30, 1997 and 1996
6/30/97 6/30/96
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income or (Loss) from
Statement of Income $ 23,568 $ (38,854)
Adjustments to reconcile net loss
to cash provided by (used in)
operating activities:
Depreciation & Amortization 235,491 327,687
Loss on Vehicle 0 2,871
(Increase) Decrease in:
Tenant Rents Receivable (5,043) (9,295)
Prepaid Expenses and Other 10,113 (23,933)
Mortgage Escrow Accounts (12,884) (13,496)
Increase (Decrease) in:
Accounts Payable 32,138 37,978
Accrued Interest 3,162 (1,964)
Accrued Expenses (35,023) 1,242
Unearned Rental Income (2,647) (55,899)
Tenant Security Deposits Payable 5,219 1,965
Management Fees Payable to
Amherst Properties, Inc. (2,123) (28,557)
--------- ---------
Total Adjustments 228,403 238,599
--------- ---------
Net Cash Provided by Operating Activities 251,971 199,745
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Office Equipment (4,887) (7,774)
Additions to Building Improvements (106,466) (125,896)
Additions to Deferred Costs (166,688) 0
Net Cash Provided by (Used in) Investing
Activities $ (278,041) $ (133,670)
<F/N>
See Notes to the Financial Statements.
</TABLE>
<TABLE>
Gran-Mark Income Properties Limited Partnership
Statements of Cash Flows
(Unaudited)
For the Nine Month Periods Ending June 30, 1997 and 1996
6/30/97 6/30/96
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of Mortgage $ (461,206) $ (59,176)
Incentive to Lesse 0 (1,197)
---------- ----------
Net Cash Provided by (Used in)
Financing Activities (461,206) (60,373)
Net Change in Cash $ (487,276) $ 5,702
CASH AT BEGINNING OF PERIOD 963,019 542,360
---------- ----------
CASH AT END OF PERIOD $ 475,743 $ 548,062
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for Interest $ 278,842 $ 502,749
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:
On December 31, 1995, the vehicle was traded in. Both the old and new
vehicle are in Amherst Properties, Inc.'s name. The new vehicle is not
recorded on the Partnership's books.
<F/N>
See Notes to the Financial Statements.
</TABLE>
GRAN-MARK INCOME PROPERTIES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
June 30,1997
Note 1: NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:
Nature of Business
The Partnership owns and operates an office building in Manassas,
Virginia, and, until September 1996, owned and operated a shopping
center in Amherst, NY, which contains approximately 95,000 and
117,000 square feet, respectively.
Significant Accounting Policies
The following accounting policies conform to generally accepted
accounting principles and have been consistently applied in the
preparation of the financial statements. Certain prior year
amounts and disclosures have been reclassified to conform with
the current year's presentation. These reclassifications have no
effect on the net losses as previously reported.
Revenue Recognition
Rental income is reported as earned over the lives of the related
leases. Tenant reimbursements are accrued based on annual or
quarterly expenses and included pro-rata payments under certain
leases for increases in property taxes, insurance, depreciation
and direct operating expenses. Such amounts are calculated
annually on a calendar year basis or quarterly with pro-rata
portions based upon square footage leased during the year.
Rental Property and Depreciation
Buildings are stated at cost and depreciated over their estimated
thirty-year useful lives. Leasehold improvements, also stated at
cost, are depreciated over the lesser of the length of the
related leases or the estimated useful lives. The improvements
generally have a useful life from one to fifteen years.
Depreciation is computed on the straight-line method for financial
reporting purposes and for income tax purposes depreciation is
computed on both accelerated and straight-line methods.
Improvements and major renovations are capitalized, while
expenditures for maintenance, repairs and minor renovations are
expensed when the cost in incurred.
Deferred costs and amortization
Financing costs are amortized over the terms of the related loans
using the straight-line method.
Leasing costs are amortized over the terms of the lease using the
straight-line method.
Cash and Cash Equivalents
For balance sheet and cash flow purposes, the Partnership
considers all cash accounts, which are not subject to withdrawal
restrictions or penalties, and all highly liquid financial
instruments purchased with a maturity of three months or less to
be cash and cash equivalents.
Net Loss Per Weighted Average Limited Partnership Unit
The computation of net income (loss) per weighted average limited
partnership units is based on the weighted average number of units
outstanding during the year. The weighted average number of units
for each period is 6,505.
Income Taxes
Partnerships are not subject to income taxes. The partners are
required to report their respective shares of partnership income
or loss on their individual income tax returns.
Concentration of Credit Risk
Financial instruments that potentially subject the Partnership to
credit risk include cash on deposit with financial institutions
amounting to $458,973 and $961,771 at September 30, 1995 and 1996,
respectively, which was insured up to $100,000 and $200,000,
respectively, by the Federal Deposit Insurance Corporation.
Allowance for Doubtful Accounts
The Partnership considers accounts receivable to be fully
collectible; accordingly, no allowance for doubtful accounts is
required.
Financial Instruments
The Partnership used the following methods and assumptions to
estimate the fair values of financial instruments:
Cash and Cash Equivalents - the carrying amount approximates fair
value because of the short period to maturity of the instruments.
Receivables and Payables - the carrying amount approximates fair
value because of the short period to maturity of the instruments.
Short and Long-Term Debt - the carrying amount approximates fair
value based on discounting the projected cash flows using market
rates available for similar maturities.
None of the financial instruments are held for trading purposes.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires the use of
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
NOTE 2: RENTAL PROPERTY:
Land, buildings, improvements, and other capital expenditures, and
their related accumulated depreciation accounts are summarized as
follows:
Office Vehicle
Building and
Manassas, Office
Virginia Equipment Total
Date of Construction 1974
Date Acquired Aug. 1986 Various
Land $ 418,598 $ 0 $ 418,598
Buildings 6,594,998 0 6,594,998
Other 0 45,951 45,951
---------- ---------- ----------
Total initial cost to partnership 7,013,596 45,951 7,059,547
Improvements capitalized
subsequent to acquisition 761,324 0 761,324
---------- ---------- ----------
Total accumulated cost $ 7,774,920 $ 45,951 $ 7,820,871
Accumulated depreciation 2,650,919 20,953 2,671,872
---------- ---------- ----------
Net book Value $ 5,124,001 $ 24,998 $ 5,148,999
=========== =========== ===========
The following is a summary of activity for the land, buildings and
improvements, for the years ended September 30, 1995, and 1996;
and the period ending June 30, 1997:
Rental Accumulated
Property Depreciation
Balance September 30, 1994 $12,257,710 $(2,928,769)
10/01/94 - 9/30/95
Additions during the period:
Improvements capitalized 18,404
Depreciation expense (417,460)
Deletions during the period: (2,897) 2,897
---------- ----------
Balance September 30, 1995 $12,273,217 $(3,343,332)
10/01/95 - 9/30/96
Additions during the period:
Improvements capitalized 158,014
Depreciation expense (405,850)
Deletions during the period (4,762,777) 1,302,389
---------- ----------
Balance September 30, 1996 $ 7,668,454 $(2,446,793)
10/01/96 - 6/30/97
Additions during the period:
Improvements capitalized 106,466
Depreciation expense (204,126)
---------- ----------
Balance, June 30, 1997 $ 7,774,920 $(2,650,919)
One of the primary tenants at the Shopping Center in Amherst, New
York, was Hills Department Store ("Hills"). Hills, on February 5,
1991 filed a petition for Chapter 11 Reorganization, but continued
to occupy its space and to pay rent post-petition on a current
basis. On September 10, 1993, Debtor's First Amended Consolidated
Plan of Reorganization was confirmed by the Court.
Hills completely renovated the interior of the store in the
shopping center. The creditors of Hills consented to the
renovation expense of approximately $525,000. The Partnership
agreed to contribute an additional $125,000 for such renovation
and repairs with the condition that the Lease Agreement be
affirmed prior to any payments made by the Partnership. Assistant
Corporate Counsel of Hills Department Stores confirmed in November
1993 that the Lease for the store in the shopping center had been
assumed and had not been rejected nor was it the subject of a
pending motion to reject.
The $125,000 offered by the Partnership was derived from the
following sources:
Pre-petition rent of $7,622 was forgiven; $25,000 was paid
out of the cash call fund in December 1993; 12,300 was paid
August, 1993; $40,000 was paid on July 28, 1994; and
commencing March 1994 twelve consecutive monthly
installments of $3,341 were paid.
The tenant was paid $16,687 and $23,392 during the fiscal years
ending September 30, 1994 and 1995, respectively, as partial
payments of the rent offset identified as Incentive to Lessee.
NOTE 3: PLAN OF REORGANIZATION UNDER CHAPTER 11:
By August 24, 1990, limited partners owning more than 60% of the
Partnership's units voted to remove Gran-Mark Properties, Inc. and
Fourth Coast Properties Ltd. as the general partners and replace
the former general partners with Amherst Properties, Inc., the
current general partner. The effective date of removal in
accordance with the Partnership Agreement was September 30, 1990.
On September 28, 1990, two days prior to the effective date of
removal, the former managing general partner filed a petition for
relief under Chapter 11 of the federal bankruptcy laws on behalf
of Gran-Mark Income Properties Limited Partnership (the "Debtor")
in the United States Bankruptcy Court for Eastern District of
Virginia - Alexandria Division.
A Plan of Reorganization dated March 27, 1992, a First Amended
Plan of Reorganization dated April 13, 1992, and a Second Amended
Plan of Reorganization dated June 2, 1992 were filed with the
Court for approval.
On June 24, 1992, the U.S. Bankruptcy Court for the Eastern
District of Virginia, Alexandria Division, approved a Disclosure
Statement in connection with the Plan of Reorganization and the
Plan was confirmed. The Effective Date of the Plan was August 28,
1992. Under the Plan, five classes of creditors were established:
The Class One Creditor group consisted of FDIC/Seaman's Bank for
Savings, FSB, whose secured claim was not impaired under the Plan.
The Plan required that as of the Effective Date of the Plan, all
monthly payments under the FDIC/Seaman's Bank for Savings, FSB
Note and Mortgage were to be paid in full, and to the extent that
the escrow account maintained for the purpose of paying real
estate taxes and insurance was insufficient was to be paid into
the escrow account. In accordance with a Court Order dated
January 25, 1993 the partnership made on September 21, 1993 a
payment in the amount of $46,173 to increase the escrow account
balance held by FDIC. The Class One Creditor was also allowed a
secured claim for its attorney's fees, costs and expenses incurred
and paid in the amount of $20,000. Of this claim, $10,000 was
paid by the Effective Date of the Plan, and $10,000 was added to
the principal balance of the loan and was to be paid, without
interest, on the maturity of the Note and Mortgage.
The Class Two Creditor group consisted of Old Stone Bank whose
secured claim shall be paid in accordance with the provisions of
the Plan and of the Modification Agreement and Allonge-Promissory
Note dated June 30, 1992. The allowed amount was determined to be
the loan balance as of March 1, 1992, of $4,291,717.51 plus
Accrued Interest at 9% per annum for the period of June 1, 1991
through May 31, 1992 in the amount of $372,761.19, plus other fees
recoverable by the Bank, referred to as the Deferred Balance, not
to exceed $55,000. The Accrued Interest and Deferred Balance were
added to the principal balance of the loan and will be paid
without interest on the maturity date. The maturity date of the
loan was extended to April 30, 1997. During the period from July
1, 1992 through April 30, 1994, interest only shall be paid on the
principal sum of $4,291,717.51 based upon a rate calculated by
adding 2.25% to the two year Treasury Note rate (computed on the
average rate of the last five business days in the month of May
1992). This interest rate was 7.53%, resulting in a monthly
interest payment of $26,930.53. During the period from May 1,
1994 through April 30, 1996, interest was paid on the principal
sum of $4,291,717.51 based upon a rate calculated by adding 2,75%
to the two year Treasury Note rate (computed on the average rate
of the last five business days in the month of April 1994) and an
additional monthly payment of principal was made based upon a
thirty year amortization schedule. During the period from May 1,
1996 through April 30, 1997, interest shall be paid on the
principal sum of $4,291,717.51 based upon a rate calculated by
adding 3.00% to the two year Treasury Note rate (computed on the
average rate of the last five business days in the month of April
1996) and an additional monthly payment of principal shall be made
based upon a twenty eight year amortization schedule. On April
30, 1997, all principal, unpaid interest, and the Deferred Balance
shall be due and payable.
Under the Plan, Old Stone Bank agreed to make available to the
Partnership the balance in the cash reserve fund, approximately
$162,800, together with $125,000 contributed by the Partnership,
for capital improvements, renovations, and repairs specified in
the Plan. These funds held in the Capital Improvement Reserve
Fund were subject to signatures of a representative of Old Stone
Bank and the Partnership.
As required by the Plan, the Partnership established a second
escrow account at Old Stone Bank as a Note Payment Reserve in the
amount of $40,000. This account was only to be used when the
available monthly cash flow from the Manassas Property was less
than the monthly debt service. On the first anniversary date of
the Effective Date, an amount was to be deposited by the
Partnership to replenish the account. On the second anniversary
of the Effective Date, the account balance was returned to the
Partnership.
The Class Three Creditor group consisted of Amherst Properties,
Inc. The Plan required that on the Effective Date, a promissory
in the principal amount of $50,000 payable at the rate of $20,000
per year with interest of 6% per annum until paid shall be given
by the Partnership to Amherst Properties, Inc. At the option of
the Class Three Creditor, the note or any part of the note may be
converted to partnership interests at a conversion price of $100
per partnership unit. On August 1, 1993, Amherst Properties, Inc.
exercised such option and the partnership issued 500 units as
payment against the $50,000 principal due. The remainder of the
Class Three Creditor claim was subordinated to the claims of Class
Two and Class Four Creditors and was to be paid from future cash
flow only after the payments required under the Plan have been
made to all other Classes of Creditors.
The Class Four Creditor group consisted of all unsecured creditors
who were to be paid 50% of their claims upon the Effective Date of
the Plan with the remainder being paid on the anniversary date on
the confirmation.
The Class Five Creditors group consisted of all Equity Security
Holders. At its option, each holder of a Class Five Equity
Interest was entitled to retain its equity Security in the
Partnership by making a capital contribution in an amount equal to
a total of eight percent (8%) of the original capital investment.
To the extent a Class Five Equity Security Holder failed to make a
capital contribution, then that respective Holder's interest in
the Partnership was deemed null and void. The original investment
made to the Partnership equaled $6,005,000, and the new capital
raised under the Plan was $480,400.
The capital contribution was payable in two installments, the
first installment was due within 25 days of the approval of the
Disclosure Statement (June 24, 1992) in the amount of five percent
(5%) of the original investment, and the remainder of three
percent (3%) was due on the first anniversary of the confirmation
of the plan. Any partner failing to make the five percent (5%)
contribution was deemed to be a declining partner. A second
opportunity gave contributing partners the right to contribute for
additional partnership shares determined by the increased
percentage changed resulting from non contributing partners and
the right to request additional interests. If a contributing
partner made the initial five percent capital contribution but
failed to make the additional three percent (3%) capital
contribution, other contributing partners who have made both cash
contributions were given the option to make the declining three
percent (3%) capital contribution and receive the pro-rata
interest in the Partnership represented by that capital
contribution. The declining subscribing partner who made the five
percent (5%) capital contribution, retained the interest
represented by the five percent (5%) contribution. Only two
opportunities were offered. Partnership shares dated August 28,
1992 were issued for the first installment contribution.
Partnership shares dated August 1, 1993, were issued for the
second installment contribution.
Under the Plan, the Amended Partnership Agreement was further
modified to provide for future cash calls as deemed appropriate by
the General Partner. Such cash calls shall not cause a forfeiture
of Partnership interest for any Equity Security Holder who has
made the subscriptions required by the Plan, however, any future
cash call may result in a dilution in Partnership Interest.
When an entity emerges from a Chapter 11 reorganization, it must
determine if the reorganization value of its assets before the
date of confirmation is less than the total of all post-petition
liabilities and allowed claims, and if the holders of existing
voting shares immediately before confirmation receive less than
fifty percent (50%) of the voting shares of the emerging entity.
If these conditions exist, then the entity adopts fresh-start
reporting which adjusts the historical amounts of individual
assets and liabilities, reports forgiveness of debt, and creates a
new reporting entity.
These conditions did not exist and the partnership did not adopt
fresh-start reporting.
NOTE 4: CAPITAL CONTRIBUTIONS
Under the provisions of the Plan of Reorganization, the general
partner notified all limited partners of their right to make a
capital contribution and the consequences of any failure to make
the required capital contribution. The new capital raised under
the Plan was $480,400: $300,250 from the 5% contribution due July
19, 1992, (25 days after the date of approval of the Disclosure
Statement by the Bankruptcy Court) and $180,150 from the 3%
contribution due July 28, 1993 (the first anniversary of the date
of confirmation of the Plan of Reorganization).
The partnership received $480,400 related to the cash call and the
partnership issued 6,005 units.
Under the Plan of Reorganization, the general partner, Amherst
Properties, Inc. had the right to convert its approved claim of
$50,000 represented by a Note dated August 28, 1992, into a
partnership interest in the reorganized partnership at the
conversion price of $100.00 per partnership unit. On August 1,
1993, Amherst Properties, Inc. exercised that right and 500 units
were issued.
As of September 30, 1996, a total of 6,505 units had been issued.
NOTE 5: SECURED CLAIMS:
Secured claims as of September 30, 1995 and 1996, which are
collateralized by liens on the Partnership's rental property,
including their related leases, accounts receivable, and vehicle,
are summarized below:
Lender Property Sept 30, 1995 Sept 30, 1996
Old Stone Bank, FSB The Sudley Tower
Now, Regency Savings (Office Bldg)
Bank Manassas, VA $ 4,672,365 $ 4,634,915
Seamen's Bank for Sheridan Hills
Savings, FSB Plaza
Now, Regency Savings (Shopping Ctr)
Bank Amherst, NY 3,001,002 0
First Virginia Bank Vehicle 1,197 0
---------- ----------
Totals $ 7,674,564 $ 4,634,915
=========== ===========
Scheduled maturities of secured claims at September 30, 1996, are
as follows:
FYE 1997 $4,634,915
FYE 1998 and after 0
Total $4,634,915
==========
Old Stone Bank, FSB/Regency Savings Bank:
On June 30, 1992, Gran-Mark Income Properties Limited Partnership
and Old Stone Bank entered into a Modification Agreement and
Allonge Promissory Note to modify the promissory note dated May
29, 1987. The modification extended the maturity date to April
30, 1997. For the period from July 1, 1992 through April 30,
1994, monthly payments of interest only at the rate of 7.53%
(2,25% added to the average two year U.S. Treasury Bill Rate for
the last five business days of May, 1992, and calculated upon the
principal outstanding), in the amount of $26,930.53 were due. For
the period from May 1, 1994 through April 30, 1996, monthly
payments of principal and interest were calculated based on an
interest rate calculated by adding 2.75% to the average two year
U.S. Treasury Bill Rate for the last five business days of April,
1994, and calculated upon the principal outstanding, plus a thirty
year amortization of the principal balance of $4,291,717.51. For
the period from May 1, 1996 through April 30, 1997, monthly
payments of principal and interest are calculated based on an
interest rate calculated by adding 3.0% to the average two year
U.S. Treasury Bill Rate for the last five business days of April,
1996, and calculated upon the principal outstanding, plus a twenty
eight year amortization of the principal balance. On April 30,
1997, all principal and accrued, unpaid interest was due plus a
Deferred Balance of interest (totaling $374,761.19) and unpaid
fees in the amount not to exceed $55,000. Interest charged to
operations during the years ending September 30, 1996, 1995, and
1994, and during the period ending June 30, 1997 was $352,456,
$359,156, $338,996, and $131,311, respectively.
Regency Savings Bank:
On February 18, 1997, Gran Mark Income Properties Limited
Partnership and Regency Savings Bank entered into a Loan Extension
and Modification Agreement to modify the promissory note dated May
29, 1987; with an original principal balance of $4,400,000 and a
current principal balance of $4,193,256.47. The modification
extended the maturity date to February 18, 2002. The modification
agreement required payment of the deferred interest and fees in
the amount of $421,184.16 in accordance with the Modification
Agreement and Allonge-Promissory note dated June 30, 1992.
Monthly payments of principal and interest are calculated based on
an interest rate of 9.5%, computed on the basis of a 360 day year
for the actual number of days in the interest period. Commencing
March 1, 1997, the principal and interest payments shall be
$36,610.13. On February 18, 2002, all principal and accrued and
unpaid interest shall be due and payable in full. Interest
charged to operations for the current fiscal year to date is
$146,669.
Seamen's Bank for Savings/Regency Savings Bank:
The mortgage required interest at the rate of 10.31%; 2.5% over
the Federal Home Loan Bank Board Five Year Advance Rate. The loan
was to mature in January, 1997, at which time a balloon payment of
approximately $2,944,200 was due. Fixed monthly payments of
$27,708 through January 1992 were based upon a thirty year
amortization period. Commencing in February 1992, constant
monthly payments in the amount of $28,936 were based on a twenty-
five year amortization period.
The mortgage was only to be prepaid in the fifth, ninth or tenth
years subject to a penalty of 1% in years five and ten and 2% in
year nine, or if greater (in years nine and ten, only) 1% plus the
prepayment fee then charged by the Federal Home Loan Bank Board.
Interest charged to operations during the years ending September
30, 1996, 1995 and 1994, was $289,619, $310,142, and $313,761;
respectively.
This mortgage was paid in full September 1996 upon the sale of the
New York shopping center. Payment was made from the gross
proceeds.
First Virginia Bank
On November 21, 1991, the Partnership acquired a 1991 Chevrolet
truck. The acquisition was financed solely with a loan in the
amount of $15,665, for which the vehicle is collateral. The loan
required forty eight (48) constant monthly payments of $398.95,
which commenced on January 5, 1992. The interest charged to
operations ending September 30, 1996, 1995, and 1994, was $23,
$378, and $804, respectively. Both the truck and the loan were in
Amherst Properties, Inc's name, but the truck was paid for solely
by the Partnership.
UNSECURED CLAIMS:
Unsecured claims (accounts payable) as of September 30, 1996, are
summarized below:
Manassas Office Building
Utilities $ 15,861
Repairs & Maintenance 1,219
Rent Overpayment 325
Office 497
Legal 382
Legal Fees to a Related Party 20,988
Building Improvements 6,910
Office Equipment 4,047
Construction Management to a Related Party 5,115
-------
Total $ 55,344
========
NOTE 6: RELATED PARTY TRANSACTIONS:
Management Agreements
The Partnership maintains a management agreement with Amherst
Properties, Inc. (the current general partner). The agreement
provides for a monthly payment of management fees in the amount of
six percent (6%) of gross rents collected and reimbursement of
out-of-pocket expenses incurred in connection with each property.
Amherst Properties, Inc. subcontracted the day to day management
and leasing responsibility for the Amherst shopping center to a
non-affiliate, Center Associates, Realty Corp., for $1,000.00 per
month. In accordance with the partnership and management
agreements, Amherst Properties, Inc. is responsible for all third
party management expenses.
On September 24, 1994, Amherst Properties, Inc. executed an
agreement with Center Associates Realty Corp. to extend the
management contract for the Amherst Shopping Center. Under this
agreement the expiration date was extended to September 30, 1996.
All other terms and conditions remained the same.
On September 30, 1996, the partnership executed and Amendment to
Management agreement with Amherst Properties, Inc. for the
management agreement, extending the expiration date of the
agreement to September 30, 2000. All other terms and conditions
remain the same.
Accordingly, aggregate management fees charged to operations for
the years ended September 30, 1996, 1995, and 1994, are as
follows:
1996 1995 1994
Amherst Properties, Inc. $ 115,089 $ 114,231 $ 103,580
Total $ 115,089 $ 114,231 $ 103,580
As of September 30, 1996, $30,586 of these fees remain payable to
Amherst Properties, Inc.
Reimbursement of Partnership Operating Expenses
The Partnership agreement provides for reimbursing the general
partner and its affiliates for costs of providing administrative
services to the partnership. Such reimbursements charged by and
paid to the current general partner for operations are none for
period ending September 30, 1994. Reimbursements charged by and
included in the Accounts Payable as of September 30, 1995, were
$27,985 and noted as related party items. Reimbursements of
$58,958 were charged by the general partner, $5,410 was paid
during the fiscal year ending September 30, 1996, and $53,548 are
included an Accrued Expenses as of September 30, 1996. During the
current fiscal year, reimbursements of $2,685 were charged by the
general partner and paid.
During the period of October 1990 through December 1990, the
general partner paid $79,994 in various costs for the Partnership.
During prior periods, $20,174 of these costs have been reimbursed
to the general partner, and during the year ending September 30,
1996, an additional $15,000 was reimbursed, leaving a balance of
unreimbursed costs of $44,820 as of September 30, 1996. These
unreimbursed costs are included in Management Fees Payable to
Amherst Properties, Inc. The Partnership has agreed to pay
interest at the rate of 12% on these unreimbursed costs from
December 31, 1990, until paid. Interest charged to operations
during the year ending September 30, 1996 and during the current
fiscal year was $33,363 and $4,023, respectively.
Certain administrative expenses, such as telephone charges, and
operating expenses incurred on the Partnership's behalf by Amherst
Properties, Inc. are billed to Amherst Properties, Inc. but are
paid directly by the Partnership.
During the year ending September 30, 1996, the Partnership paid
$10,004 for the down payment, monthly loan payments, and other
expenses related to a vehicle owned by Amherst Properties, Inc.
Both the vehicle and loan are in Amherst Properties, Inc.'s name.
These payments are included in the interest paid to Amherst
Properties, Inc.
NOTE 7: OPERATING LEASES
Minimum future rentals to be received under noncancellable
operating leases from tenants of both properties in effect at
September 30, 1996, are as follows:
Year ending September 30, Amount
1997 $ 822,012
1998 553,272
1999 381,219
2000 196,781
Subsequent to 1999 136,814
----------
Total minimum future rentals $ 2,090,098
===========
General leasing arrangements include a remaining fixed rental term
with annual increases, pro rata share of increases in property
expenses, and various renewal options.
NOTE 8: INCOME TAXES
A basic requirement of federal tax law requires that a
partnership's general partners assume unlimited liability.
Requirements, among others, in determining whether a limited
partnership will be recognized as a partnership or if it will be
recognized as a corporation are as follows:
A. Limited partners may not own directly or indirectly more
than 20 percent of the corporation or its affiliates.
B. The net worth of the corporation must at all times be a
minimum of 10 percent of total partnership contribution.
Affiliates of one of the Partnership's limited partners own a two-
thirds interest in Amherst Properties, Inc. and Amherst
Properties' net worth is less than the guidelines suggest.
Accordingly, the possibility exists that the Partnership could be
classified as an association and be subject to corporate tax laws,
which could result in the disallowance of previous deductions
taken by limited partners on their individual returns.
As previously noted in Securities and Exchange Commission filings,
the previous managing general partner has not met the net worth
requirements since 1987.
The Tax Reform Act of 1986 required the Partnership to change its
reporting period for income tax purposes to a calendar year. The
change became effective for the three month period ending December
31, 1988.
NOTE 9: PARTNERSHIP ALLOCATIONS:
Partnership income and net cash from operations are allocated 99%
to the limited partners and 1% to the general partner until the
limited partners have received their cumulative 7% priority
return. After this return has been achieved, the general partner
will then be allocated its annual incentive management fee so that
total distribution will aggregate 10% to the general partner and
90% to the limited partners in accordance with the Partnership
Agreement. The general partner will then receive its deferred
incentive management fee, if any, and any remaining income. Net
cash from operations in allocated 90% to the limited partners and
10% to the general partner. Losses are allocated 99% to the
limited partners and 1% to the general partner.
NOTE 10: MANAGEMENT PLANS:
At the time the new general partner, Amherst Properties, Inc.,
commenced managing the properties, there existed no operating
funds and a negative cash-flow. Significant legal bills and real
estate commissions were payable, numerous maintenance and heating
and air-conditioning problems at the office building existed, as
well as a serious default of the required loan payments to Old
Stone Bank.
Amherst Properties, Inc. had deferred collection of most
management fees accrued for the period from October 1990 to
September 1993 and advanced funds, to pay operating expenses,
legal fees and real estate commissions.
At the present time current rental income covers the operating
expenditures.
The success for the Manassas office building is dependent upon
three major factors:
1. The ability to successfully compete with existing office
buildings in Prince William County.
2. The ability to attract new tenants from adjacent counties.
3. Achieving and maintaining a high rate of occupancy.
Over the past year the managing general partner has continued to
improve the situation with regard to these factors. The managing
general partner has modernized the office building and replaced
light fixtures with more energy efficient fixtures to successfully
compete with existing buildings. The office building has a
competitive advantage because of easy access to and from major
highways, efficient heating and air-conditioning, an effective
security system and high rise view of surrounding scenic areas.
Management's efforts over the past several years brought to
fruition an office building which is more than 95% leased and
occupied. The management team overcame the loss of major tenants
leasing more than 20,000 square feet. Management sought and
obtained a signed lease with a major real estate broker and
several mortgage companies.
Present plans are to continue to develop a self sufficient
financial center for loans, banking, mortgage, home real estate
sales, with necessary support services. These tenants which have
stood the test of time not only survived the crunch of the early
1990s but have expanded and became more profitable.
Management is generating a capacity for the roof top to
accommodate 50 antennae. A rail system has been built to anchor
the antennae and electronics will continue to be managed by RAM.
The number of licensed antennae users has increased to 21.
More repairs, maintenance, and upgrading are needed at the office
building to continue to attract and retain tenants. They are as
follows:
1. Power clean the exterior facade of the building.
2. Renovate bathrooms.
3. Renovate the hallways of the upper floors, carpeting,
wallpaper, ceiling, and lighting.
4. Caulking the windows and window frame.
5. Landscaping the building site front and rear.
6. Installation of energy efficient lighting and motors
which power the heating and hot water system.
The work for upgrading the building and performing needed repairs
and maintenance began with the new management and continues.
In April and May 1993, the Partnership entered into contracts
totaling $131,750 for renovations of the lobby and for
modifications to the first and fifth floor bathrooms to comply
with the Americans Disabilities Act requirements. Construction
began in May 1993 and was completed in September 1993. The
partnership contracted for renovation and modifications to the
bathrooms of the fifth (5th) floor to comply with the American
Disability Act requirements. Construction was completed in March
1994. The cost was $32,207. Payments for these renovations were
made from the Capital Improvement Reserve Fund.
As of March 1994, other completed improvements include walk-off
mats in the lobby, a glass enclosed entrance way, an additional
lobby directory, automatic door openers at the front and rear
entrances, resurfacing of the entire parking lot, and replacement
of 105 fifteen foot heating tubes in the boiler.
A new roof was installed and the sidewalk was resurfaced at the
entranceway in the front of the building. The building facade was
power washed at the front entrance. The parking lot has been
resurfaced.
For tenant retention and attracting new tenants, various tenant
incentives are offered according to the needs of each existing and
prospective tenant. These include special buildouts, facilities,
wiring for special equipment, plumbing for kitchens, assistance in
moving, providing furniture and furnishings when available, as
well as targeting a rental program to meet the business needs of
the tenant. These costs are reflected in Building Improvements.
Management is continuing to provide conscientious maintenance
which includes caulking windows, clean and polish marble in lobby
area and power wash the entire exterior of the building.
The property in New York is a shopping center with an occupancy of
95%. This shopping center was built in 1980 and needed to be
revitalized with the renovation of its exterior facing,
landscaping, resurfacing the parking lot and renovation of the
interior stores. It was sold in September 1996 after a long and
arduous process which took longer than two years to complete.
Management was faced with a loan on the shopping center which was
about to mature on January 1, 1997. The major tenant (Hills
Department Store) occupied about 80% of the center. Hills had
emerged in 1993 from a Chapter 11 reorganization in the bankruptcy
court and initially showed promise but the recent entry of Wal-
Mart and Target in the Buffalo/Niagara Falls area caused Hills to
suffer a decline in sales and it posted losses for the last twelve
months. Accordingly, its stock, listed on the N.Y.S.E. had a sharp
decline. Because of the financial weakness of this major tenant
it was extremely difficult, if at all possible, to refinance the
loan at competitive rates. Potential purchasers likewise were not
interested in the property because of the difficulty of obtaining
financing among other things.
Management feels that the Partnership was fortunate in selling the
shopping center to a local developer who owns contiguous
properties and a number of other shopping centers in the Niagara
Falls-Buffalo area. The shopping center has virtually no frontage
and very poor visibility from the street. The center is also in
need of a costly "face lift". The sale was only possible because
the purchaser felt it complemented his existing contiguous
holdings without which he would have no interest. He also had the
financial strength to purchase the mortgage note with funds from
his corporate holdings and thereby avoid refinancing. Management
felt that under the circumstances the sale was the proper and
prudent thing to do and consider, the Partnership fortunate to
consummate same.
Supplementary data has been omitted in as much as it is either
inapplicable, immaterial, or it is presented in the financial statements or
notes thereto.
Item 2 - Management Discussion and Analysis of Financial Condition and Results
of Operations:
General
During the nine month period ending June 30, 1997, the Partnership's
cash position changed from $963,019 to $475,743.
The occupancy of the Manassas office building was approximately 95% on
June 30, 1997. The occupancy of the shopping center was approximately 95% on
June 30, 1996, and is no longer owned by the Partnership. The sale was
completed in September 1996.
Partners' equity totaled $1,522,687 as of June 30, 1997, an increase of
$23,568 from September 30, 1996.
The Partnership's net income for the quarter ending June 30, 1997, was
$72,810, an increase from net loss of $63,440 for the quarter ending June 30,
1996.
Results of Operations
The office building was approximately 95% leased on June 30, 1997, the
same as for the quarter ended June 30, 1996. The office building continues to
generate a positive cash flow.
During the nine months ending June 30, 1997, Total Revenue has decreased
by $358,963 or 27.9%; Total Expenses have decreased by $517,997 or 33.2%, and
the Net Income has increased by $62,422 as compared to the same period last
fiscal year.
These declines are due to the loss of revenue and elimination of
expenses related to the New York shopping center, which was sold in September
1996. During the nine months ending June 30, 1997, the Total Revenue from the
office building increased by $105,967 or 11.1%, Total expenses increased by
$15,638 of 1.6%, and Net Income increased $90,329 as compared to the same
period last fiscal year. The increase in revenue is due to the assessment of
Tenant Reimbursements made during this quarter as compared to the fourth
quarter in the prior fiscal year.
Sale of the shopping center is a material event which results in the
historical operations and financial condition not being indicative of future
operations or financial condition.
Current management expects that the capital improvements will improve
the appearance of the properties, thus successfully compete with existing
office buildings and shopping centers and achieve a high rate of occupancy.
For further information see Notes to Financial Statement - Note 10:
Management Plans.
Liquidity
At the present time rental income covers the expenditures.
Monthly partnership incoming cash flow has increased and monthly
partnership outgoing cash flow has been reduced since the new managing general
partner has taken control of the properties in October 1990.
During the nine month period ending June 30, 1997, $251,971 of cash was
provided by operations (see Statement of Cash Flows). This reflects an
increase in cash flow from operations of $52,226 over the previous nine month
period ending June 30, 1996, due primarily to the increase in net income.
The managing general partner had deferred payment of most of its
management fees since October 1990 to allow the partnership to continue to
improve its financial position. Payments of $72,388 were made to the general
partner during the nine month period ending June 30, 1997, for current and
past management fees of $64,619, and $5,084 in interest, and $2,685 in
reimbursements.
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
Chapter 11 filing - See Note 3 to Financial Statements at Part I - Item 1
Law Suite Filing - See Note 10 to Financial Statements at Part I - Item 1
Item 2 - Changes in Securities
None
Item 3 - Defaults Upon Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
On August 2, 1990, Amherst Properties, Inc. sent voting
materials to limited partners of Gran-Mark Income Properties
Limited Partnership and by August 24, 1990 had received written
consents from a 60% majority of the units on favor of the
removal of the former general partners and the substitution of
Amherst Properties, Inc. as the new general partner.
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
None
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.
GRAN-MARK INCOME PROPERTIES
LIMITED PARTNERSHIP
By: Amherst Properties, Inc.
General Partner
By:
August 8, 1997 Louis J. Marin
Date Louis J. Marin
President
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> JUN-30-1997
<CASH> 475,743
<SECURITIES>
<RECEIVABLES> 138,386
<ALLOWANCES>
<INVENTORY>
<CURRENT-ASSETS> 63,789
<PP&E> 7,820,871
<DEPRECIATION> 2,671,872
<TOTAL-ASSETS> 6,010,849
<CURRENT-LIABILITIES> 222,062
<BONDS>
<COMMON>
<OTHER-SE> 1,522,687
<TOTAL-LIABILITY-AND-EQUITY> 6,010,849
<SALES> 308,705
<TOTAL-REVENUES> 425,032
<CGS>
<TOTAL-COSTS> 310,549
<OTHER-EXPENSES> 41,673
<LOSS-PROVISION> 72,810
<INTEREST-EXPENSE>
<INCOME-PRETAX> 72,810
<INCOME-TAX>
<INCOME-CONTINUING>
<DISCONTINUED>
<EXTRAORDINARY>
<CHANGES>
<NET-INCOME> 72,810
<EPS-PRIMARY> 11.08
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