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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 Quarter Ended June 30, 1999
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 0-16285
MID-ATLANTIC CENTERS LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its partnership
agreement)
MARYLAND 52-1490861
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(State or other jurisdiction (I.R.S. Employer
of the organization) Identification No.)
100 Light Street - Baltimore, MD 21202
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(Address of principal executive offices) (Zip Code)
(410)539-0000
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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 Sections 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
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MID-ATLANTIC CENTERS LIMITED PARTNERSHIP
STATEMENTS OF NET ASSETS IN LIQUIDATION
June 30, December 31,
1999 1998
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(Unaudited)
ASSETS (Liquidation Basis):
Investment in real estate $ - $8,040,351
Cash and cash equivalents - 1,768,405
Tenant accounts receivable - 49,664
Due from related parties - 46,344
Escrow accounts - 7,495
Other assets - 16,926
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Total assets - 9,929,185
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LIABILITIES (Liquidation Basis):
Long-term debt - 6,519,937
Interest payable - 1,520,414
Accounts payable and accrued expenses - 370,647
Security deposits - 21,081
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Total liabilities - 8,432,079
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Net assets in liquidation $ - $1,497,106
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The accompanying notes are an integral part of these statements.
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MID-ATLANTIC CENTERS LIMITED PARTNERSHIP
STATEMENTS OF CHANGES OF NET ASSETS IN LIQUIDATION
for the periods from January 1, 1999 to June 30, 1999
and from January 1, 1998 to December 31, 1998
1999 1998
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(Unaudited)
Net assets in liquidation at beginning
of period $1,497,106 $7,566,201
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Increase (decrease) during the period:
Operating activities:
Net income (loss) from operating activities 11,893 (184,659)
Interest income 39,001 115,564
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50,894 (69,095)
Liquidating activities:
Distributions to partners (1,548,000) (6,000,000)
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Net decrease in net assets in liquidation (1,497,106) (6,069,095)
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Net assets in liquidation at end of period $ - $1,497,106
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The accompanying notes are an integral part of these statements.
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MID-ATLANTIC CENTERS LIMITED PARTNERSHIP
Notes to Financial Statements
June 30, 1999
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NOTE A - BASIS OF PRESENTATION:
The accompanying unaudited financial statements of Mid-Atlantic Centers
Limited Partnership (the "Partnership") have been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission.
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 management, all adjustments
necessary for a fair presentation have been included. These financial
statements should be read in conjunction with the financial statements
and notes thereto included in the Partnership's annual report on Form
10-K for the year ended December 31, 1998.
Liquidation Basis of Accounting
The accompanying statements of net assets in liquidation and statements
of changes of net assets in liquidation reflect the transactions of the
Partnership utilizing liquidation accounting concepts as required by
generally accepted accounting principles.
The Partnership adopted the liquidation basis of accounting effective
December 31, 1997. Under the liquidation basis of accounting, assets
are stated at their estimated net realizable values and liabilities are
stated at their anticipated payable amounts.
As described in Note D - Liquidation of Partnership, in June 1999, the
Partnership completed the liquidation of its assets and distributed the
final net proceeds to assignee limited partners.
Investment in Real Estate
Investment in real estate at December 31, 1998 consisted of land,
buildings and improvements which are stated at estimated liquidation
value and included only Tarrytown Mall Shopping Center presented as
described in Note D - Liquidation of Partnership.
Cash and Cash Equivalents
The Partnership considered cash in banks, commercial paper and
repurchase agreements with original maturities of less than three
months to be cash and cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period.
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NOTE B - RELATED PARTY TRANSACTIONS:
During the quarter ended June 30, 1999, $5,620 was paid to Legg Mason
Realty Capital, Inc., an affiliate of a general partner, for
reimbursement of administrative expenditures.
At December 31, 1998, $37,654 and $8,690 were receivable from First
Washington Management, Inc. and Legg Mason Realty Capital, Inc.,
respectively, affiliates of the general partners, for reimbursement of
management fees as a result of accounting adjustments related to tenant
rents receivable. These amounts were paid to the Partnership during
the quarter ended March 31, 1999.
NOTE C - PARTNERSHIP ALLOCATIONS AND DISTRIBUTIONS:
Partnership allocations and distributions have been made in the manner
prescribed by the Partnership Agreement and as more fully described in
Note E to the Partnership's financial statements in the annual report
on Form 10-K for the year ended December 31, 1998.
NOTE D - LIQUIDATION OF PARTNERSHIP:
On June 4, 1999, the Partnership transferred its remaining property,
Tarrytown Mall Shopping Center, to the mortgage holder in satisfaction
of the mortgage obligation encumbering that center. Pursuant to the
terms of the mortgage agreement, payment obligations with respect to
the mortgage indebtedness were limited to funds generated by operations
at this property. An obligation in the amount of $211,618 for funds so
generated was reflected as an account payable in the Partnership's
financial statements as of December 31, 1998. That sum and an
additional $15,000 was paid to the mortgage holder to resolve
calculation of the payment obligation.
The Partnership estimated its net equity in Tarrytown Mall at December
31, 1998 at zero, reflecting an appraised value of this property below
the level of the outstanding mortgage debt on the property. As a
result, the carrying value of this property was adjusted at December
31, 1998 to the sum of the outstanding balance of the mortgage debt on
the property and accrued interest. As a result, no material adjustment
to the financial statements of the Partnership was required to record
the disposition of Tarrytown Mall.
On June 16, 1999, the Partnership made a final cash distribution of
$1,548,000 or $1.29 per assignee limited partnership unit.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
The General Partners approved a plan of liquidation effective December
31, 1997. The plan provided that the Partnership sell or otherwise
dispose of the Partnership's remaining shopping centers, liquidate all
assets remaining after sale of the shopping centers and distribute net
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proceeds to the assignee limited partners. The Partnership adopted the
liquidation basis of accounting effective December 31, 1997.
On June 4, 1999, the Partnership transferred its remaining property,
Tarrytown Mall Shopping Center to the mortgage holder in satisfaction
of the mortgage obligation encumbering that center. On June 16, 1999,
the Partnership made a final cash distribution of $1,548,000 or $1.29
per assignee limited partnership unit.
CASH FLOW
The Partnership recorded a $1,768,405 net decrease in cash and cash
equivalents in the six months ended June 30, 1999. The decrease in
cash and cash equivalents is primarily attributable to payment of
distributions to limited partners totaling $1,548,000 and payment of an
obligation of $226,618 to the Tarrytown Mall mortgage holder as
described in Note D - Liquidation of Partnership.
LIQUIDITY AND CAPITAL RESOURCES
On June 4, 1999, the disposition of Tarrytown Mall was resolved as
described in Note D - Liquidation of Partnership in the accompanying
financial statements. The consummation of that transaction enabled the
Partnership to distribute its remaining assets and terminate its
operations.
On June 16, 1999, the Partnership made a final cash distribution of
$1,548,000 or $1.29 per assignee limited partnership unit.
RESULTS OF OPERATIONS
Because of the Partnership's activities pursuant to its plan to dispose
of its assets and liabilities, a comparison of the results of
operations is not meaningful. The Partnership's operating results have
been reflected on the statements of changes of net assets in
liquidation.
For the six months ended June 30, 1999, the Partnership had net
operating income of $11,893 and interest income of $39,001. Net
operating income for this period resulted primarily from receipt of
$25,000 in satisfaction of a claim against a bankrupt former tenant,
which was offset in part by changes in estimated expenses and
adjustments made to the provision for doubtful accounts based on an
analysis of the collectibility of tenant accounts receivable relating
to centers sold by the Partnership. Interest income resulted from the
temporary investment of proceeds from the sale of shopping centers.
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PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
27.1 Financial Data Schedule for the six months ended June 30,
1999.
(b) REPORTS ON FORM 8-K
The Partnership filed a report on Form 8-K in June 1999 to report
the transfer of Tarrytown Mall Shopping Center to the mortgage
holder on June 4, 1999.
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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.
MID-ATLANTIC CENTERS LIMITED PARTNERSHIP
By: Realty Capital IV Limited Partnership
General Partner
By: LMRC IV, Inc., General Partner
Date: July 1, 1999 By: /s/ Richard J. Himelfarb
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Richard J. Himelfarb, President
By: FW Realty Limited Partnership,
General Partner
By: FW Corporation, General Partner
Date: July 1, 1999 By: /s/ William J. Wolfe
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William J. Wolfe, President
EXHIBIT INDEX
Exhibit
Number
27.1 Financial Data Schedule for the six months ended
June 30, 1999.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF NET ASSETS IN LIQUIDATION AND STATEMENT OF CHANGES OF NET
ASSETS IN LIQUIDATION. THE PARTNERSHIP'S FINANCIAL STATEMENTS ARE
PRESENTED UTILIZING THE LIQUIDATION BASIS OF ACCOUNTING.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> $0
<SECURITIES> $0
<RECEIVABLES> $0
<ALLOWANCES> $0
<INVENTORY> $0
<CURRENT-ASSETS> $0
<PP&E> $0
<DEPRECIATION> $0
<TOTAL-ASSETS> $0
<CURRENT-LIABILITIES> $0
<BONDS> $0
$0
$0
<COMMON> $0
<OTHER-SE> $0
<TOTAL-LIABILITY-AND-EQUITY> $0
<SALES> $0
<TOTAL-REVENUES> $0
<CGS> $0
<TOTAL-COSTS> $0
<OTHER-EXPENSES> $0
<LOSS-PROVISION> $0
<INTEREST-EXPENSE> $0
<INCOME-PRETAX> $50,894
<INCOME-TAX> $0
<INCOME-CONTINUING> $50,894
<DISCONTINUED> $0
<EXTRAORDINARY> $0
<CHANGES> $0
<NET-INCOME> $50,894
<EPS-BASIC> $0
<EPS-DILUTED> $0
</TABLE>
