FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
(As last amended by 34-32231, eff. 6/3/93.)
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1997
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 0-15758
JACQUES-MILLER INCOME FUND, L.P. II
(Exact name of small business issuer as specified in its charter)
Delaware 62-1244325
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
102 Woodmont Boulevard, Suite 420
Nashville, Tennessee 37205
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Check whether the issuer (1) 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 .
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) JACQUES-MILLER INCOME FUND, L.P. II
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
March 31, 1997
Assets
Cash and cash equivalents $800
Notes receivable (net of allowance
of $2,872) --
$800
Liabilities and Partners' Capital (Deficit)
Liabilities
Other liabilities 7
Partners' Capital (Deficit)
General partner $(106)
Limited partners (12,400 units
issued and outstanding) 899 793
$800
See Accompanying Notes to Consolidated Financial Statements
b) JACQUES-MILLER INCOME FUND, L.P. II
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
1997 1996
Revenues:
Rental income $ -- $ 182
Interest income 8 10
Other income -- 14
Total revenues 8 206
Expenses:
Operating -- 80
General and administrative 7 14
Maintenance -- 44
Interest -- 46
Property taxes -- 15
Total expenses 7 199
Net income $ 1 $ 7
Net income allocated to general partner (1%) $ -- $ --
Net income allocated to limited partners (99%) 1 7
$ 1 $ 7
Net income per partnership unit $ .08 $ .56
See Accompanying Notes to Consolidated Financial Statements
c) JACQUES-MILLER INCOME FUND, L.P. II
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Partners' capital (deficit)
at December 31, 1996 12,400 $ (106) $ 898 $ 792
Net income for the three
months ended March 31, 1997 -- 1 1
Partners' capital (deficit)
at March 31, 1997 12,400 $ (106) $ 899 $ 793
See Accompanying Notes to Consolidated Financial Statements
d) JACQUES-MILLER INCOME FUND, L.P. II
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
March 31,
1997 1996
Cash flows from operating activities:
Net income $ 1 $ 7
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Amortization of discounts and loan costs -- 8
Change in accounts:
Accounts receivable -- (2)
Notes receivable 78 --
Escrow for taxes -- (15)
Accounts payable -- (19)
Accrued taxes -- 15
Other liabilities (15) (5)
Net cash provided by (used in)
in operating activities 64 (11)
Cash flows from investing activities:
Property improvements and replacements -- (7)
Deposits to restricted escrows -- (14)
Net cash used in investing activities -- (21)
Cash flows from financing activities:
Payments on mortgage notes payable -- (12)
Net cash used in financing activities -- (12)
Net increase (decrease) in cash and cash equivalents 64 (44)
Cash and cash equivalents at beginning of period 736 586
Cash and cash equivalents at end of period $ 800 $ 542
Supplemental disclosure of cash flow information:
Cash paid for interest $ -- $ 38
See Accompanying Notes to Consolidated Financial Statements
e) JACQUES-MILLER INCOME FUND, L.P. II
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Jacques-Miller
Income Fund, L.P. II ("Partnership") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of the General Partner ("Jacques Miller, Inc."), all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three month period
ended March 31, 1997, are not necessarily indicative of the results that may be
expected for the fiscal year ending December 31, 1997. For further information,
refer to the consolidated financial statements and footnotes thereto included in
the Partnership's annual report on Form 10-KSB for the fiscal year ended
December 31, 1996.
Certain reclassifications have been made to the 1996 information to conform to
the 1997 presentation.
NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has outstanding notes receivable with affiliated partnerships.
No income was recorded for the three months ended March 31, 1997, as no payments
were made to the Partnership. During March 1997, the Partnership accepted a
payment of approximately $78,000 in full satisfaction of the two notes
receivable on Governour's Square. The outstanding balances for these two notes
receivable totaled approximately $296,000, including accrued interest, and were
fully reserved. (See "Note C" for further information concerning the notes
receivable).
NOTE C - NOTES RECEIVABLE
The Partnership holds five notes receivable at March 31, 1997, totaling
approximately $1,422,000 with approximately $1,450,000 of related accrued
interest, all of which is fully reserved. Included in the provision for
uncollectibles is approximately $1,093,000 of deferred interest revenue. Four
of the five notes in the principal amount of approximately $1,023,000 are due
from related partnerships. These four promissory notes are unsecured by the
related partnerships and are subordinated to the underlying mortgages of the
respective partnerships.
NOTE D - SALE OF LA PLAZA
On May 24, 1996, Jacques-Miller Income Fund II Special Asset Partnership (La
Plaza) L.P., which is 99.9% owned by the Partnership, sold La Plaza Apartments,
located in Altamonte Springs, Florida, to an unaffiliated purchaser, Wymore
Equity Associates, L.C., a Florida limited liability company. Wymore Equity
Associates, L.C. purchased La Plaza Apartments for a contract price of $3.2
million. Included as part of this purchase price is the assumption of
approximately $1,984,000 in first and second mortgage debt. The Partnership
received net proceeds of approximately $927,000 after payment of closing costs.
This disposition resulted in a gain of approximately $1,348,000 and a loss on
early extinguishment of debt of approximately $221,000.
Revenues and expenses from La Plaza were approximately $198,000 and $185,000,
respectively during the three months ended March 31, 1996.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership sold its final investment property to an unaffiliated purchaser
May 24, 1996.
The Partnership's net income for the three months ended March 31, 1997, was
approximately $1,000 compared to net income of approximately $7,000 for the
corresponding period of 1996. The decrease in net income is directly
attributable to the sale of La Plaza, the sole operating real estate asset, on
May 24, 1996. The Partnership currently holds five notes which require payments
from excess cash flow.
At March 31, 1997, the Partnership reported unrestricted cash of approximately
$800,000 versus approximately $542,000 at March 31, 1996. Net cash provided by
operating activities increased due to cash received in settlement on the two
notes receivable on Governour's Square. Net cash used in investing activities
and financing activities decreased due to the fact that the Partnership no
longer owns any investment properties.
During 1996, the Partnership agreed to accept a payment of approximately $78,000
in 1997 as full satisfaction of the two notes receivable on Governour's Square.
The outstanding balances for these two notes receivable totaled approximately
$296,000, including accrued interest, and were fully reserved. Governour's
Square sold its sole operating property and the majority of the sales proceeds
were used to pay off the first mortgage.
The Partnership holds five notes receivable at March 31, 1997, totaling
approximately $1,422,000 with approximately $1,450,000 of related accrued
interest, all of which is fully reserved. Included in the provision for
uncollectibles is approximately $1,093,000 of deferred interest revenue. Four
of the five notes in the principal amount of approximately $1,023,000 are due
from related partnerships. These four promissory notes are unsecured by the
related partnerships and are subordinated to the underlying mortgages of the
respective partnerships. Payments on these notes are restricted to excess cash
flow after payment of the first and second mortgages. A payment of
approximately $78,000 was received in March 1997 in settlement of the two notes
receivable on Governour's Square. Future payments are dependent on excess cash
flows from the properties or sales proceeds.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
b) Reports on Form 8-K:
None filed during the quarter ended March 31, 1997.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
JACQUES-MILLER INCOME FUND, L.P. II
By: Jacques-Miller, Inc.
Corporate General Partner
By:/s/ C. David Griffin
C. David Griffin
President
Chief Executive Officer
Date: May 1, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Jacques-Miller Income Fund, L.P. II 1997 first quarter 10-QSB and is qualified
in its entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000774655
<NAME> JACQUES-MILLER INCOME FUND, L.P. II
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 800
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 800
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 793
<TOTAL-LIABILITY-AND-EQUITY> 800
<SALES> 0
<TOTAL-REVENUES> 8
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
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<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
