-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JJi1GU4VGBFphAyhgIGWzgwbJ4nzlHUQ61A13a8/Wjd9yNHhA3zOR/EW4/yotttM FN/ulf7GwYfy32QsMA0meQ== 0000774655-96-000005.txt : 19960813 0000774655-96-000005.hdr.sgml : 19960813 ACCESSION NUMBER: 0000774655-96-000005 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960812 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACQUES MILLER INCOME FUND II CENTRAL INDEX KEY: 0000774655 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 621244325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-15758 FILM NUMBER: 96608901 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 10QSB 1 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 June 30, 1996 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) June 30, 1996 Assets Cash and cash equivalents $ 1,651 Accounts receivable 7 Notes receivable (net of allowance of $2,956) -- $ 1,658 Liabilities and Partners' Capital (Deficit) Liabilities Accounts payable $ 2 Other liabilities 17 Partners' Capital (Deficit) General partner $ (97) Limited partners (12,400 units issued and outstanding) 1,736 1,639 $ 1,658 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 Six Months Ended June 30, June 30, 1996 1995 1996 1995 Revenues: Rental income $ 107 $ 183 $ 289 $ 425 Other income 17 11 41 56 Total revenues 124 194 330 481 Expenses: Operating 64 74 144 184 General and administrative 12 32 26 61 Maintenance 12 24 56 55 Depreciation -- 29 -- 58 Interest 27 46 73 112 Property taxes 9 15 24 39 Total expenses 124 220 323 509 Gain on sale of investment property 1,348 -- 1,348 856 Income (loss) before extraordinary item 1,348 (26) 1,355 828 Extraordinary loss on early extinguishment of debt (221) -- (221) -- Net income (loss) $ 1,127 $ (26) $ 1,134 $ 828 Net income (loss) allocated to general partner (1%) $ 11 $ -- $ 11 $ 8 Net income (loss) allocated to limited partners (99%) 1,116 (26) 1,123 820 $ 1,127 $ (26) $ 1,134 $ 828 Per limited partnership unit: Income (loss) before extraordinary item $107.64 $ (2.14) $108.20 $ 66.07 Extraordinary item (17.63) -- (17.63) -- Net income (loss) per limited partnership unit $ 90.01 $ (2.14) $ 90.57 $ 66.07 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, 1995 12,400 $ (108) $ 613 $ 505 Net income for the six months ended June 30, 1996 11 1,123 1,134 Partners' capital (deficit) at June 30, 1996 12,400 $ (97) $1,736 $1,639 See Accompanying Notes to Consolidated Financial Statements
d) JACQUES-MILLER INCOME FUND, L.P. II CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands)
Six Months Ended June 30, 1996 1995 Cash flows from operating activities: Net income $ 1,134 $ 828 Adjustments to reconcile net income to net cash provided by (used in) in operating activities: Depreciation -- 58 Amortization of discounts and loan costs 13 16 Gain on sale of investment property (1,348) (856) Loss on early extinguishment of debt 221 -- Change in accounts: Restricted cash 26 65 Accounts receivable (7) -- Escrow for taxes 17 111 Other assets 11 -- Accounts payable (36) (186) Tenant security deposit liabilities 2 (68) Accrued taxes -- (145) Other liabilities 28 (42) Net cash provided by (used in) operating activities 61 (219) Cash flows from investing activities: Property improvements and replacements (13) (26) Deposits to restricted escrows (15) (19) Receipts from restricted escrows 126 463 Proceeds from sale of investment property 927 1,613 Net cash provided by investing activities 1,025 2,031 Cash flows from financing activities: Payments on mortgage notes payable (21) (33) Distributions -- (1,872) Net cash used in financing activities (21) (1,905) Net increase (decrease) in cash and cash equivalents 1,065 (93) Cash and cash equivalents at beginning of period 586 744 Cash and cash equivalents at end of period $ 1,651 $ 651 Supplemental disclosure of cash flow information: Cash paid for interest $ 67 $ 114 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, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 1996, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 1996. 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, 1995. Certain reclassifications have been made to the 1995 information to conform to the 1996 presentation. Note B - Transactions With Affiliated Parties The Partnership has outstanding notes receivable with affiliated partnerships. No income was recorded for the years ended December 31, 1995 and 1994, as no payments were made to the Partnership. (See "Note C" for further information concerning the notes receivable). Note C - Notes Receivable The Partnership holds seven notes receivable at June 30, 1996, totaling approximately $1,599,000 with approximately $1,357,000 of related accrued interest, all of which is fully reserved. Included in the provision for uncollectibles is approximately $984,000 of deferred interest revenue. Six of the seven notes in the principal amount of approximately $1,201,000 are due from related partnerships. These six promissory notes are unsecured by the related partnerships and are subordinated to the underlying mortgages of the respective partnerships. Note D - Sale of Willow Oaks On January 17, 1995, Jacques-Miller Income Fund II Special Asset Partnership (Willow Oaks), L.P., which is 99.9% owned by the Partnership, sold Willow Oaks to an unaffiliated purchaser, Willow Bryan Apartments, L.P., a Delaware limited partnership. The buyer assumed the mortgages, payable to Bank of America. The total outstanding balance on the mortgage notes payable, including interest, was approximately $5,439,000. The Partnership received net proceeds of approximately $1,613,000 after payment of closing costs. This disposition resulted in a gain of approximately $856,000. Note E - 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. The General Partner decided to sell La Plaza, the sole remaining property held by the Partnership, in its effort to terminate the Partnership. 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. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The Partnership consisted of one investment property until May 24, 1996, when La Plaza Apartments was sold to an unaffiliated purchaser. The following table sets forth the average occupancy for this property through May 24, 1996, and for the six months ended June 30, 1995: Average Occupancy Property 1996 1995 La Plaza Apartments Altamonte Springs, Florida 94% 92% Results of Operations The Partnership's net income for the six months ended June 30, 1996, was approximately $1,134,000 as compared to net income of approximately $828,000 for the six months ended June 30, 1995. The Partnership recorded net income of approximately $1,127,000 for the three months ended June 30, 1996, as compared to a net loss of approximately $26,000 for the three months ended June 30, 1995. The increases in net income for the three and six month periods ended June 30, 1996, are primarily attributable to the gain of approximately $1,348,000 on the sale of La Plaza Apartments which occurred on May 24, 1996. Although Willow Oaks Apartments was sold in 1995, the gain realized from that sale was not as large as the gain realized from the sale of La Plaza Apartments. Also, operating, depreciation, interest, and property tax expense all decreased for both the three and six month periods ended June 30, 1996, due to the sale of La Plaza Apartments. This was partially offset by a decrease in rental income for both the three and six month periods ended June 30, 1996. Partially offsetting the gain on the sale of La Plaza Apartments was the recognition of an extraordinary loss on the early extinguishment of debt of approximately $221,000. Also, maintenance expense increased for the six months ended June 30, 1996, but decreased for the three months ended June 30, 1996. The increase for the six months ended June 30, 1996, is primarily due to repairs to underground pipes and the parking lot. Leaks in the pipes were causing the ground to sink which resulted in damage to the parking lot. The decrease in maintenance expense for the three months ended June 30, 1996, is due to the sale of La Plaza as previously explained. Other income decreased for the six months ended June 30, 1996, but increased for the three months ended June 30, 1996. The decrease for the six months ended June 30, 1996, is due to recording of additional tenant charges at La Plaza in 1995 as a result of the strict enforcement of the property's policies. This decrease was partially offset by an increase in interest income. Investments increased during 1996 which resulted in an increase in interest income and also resulted in the increase in other income for the three months ended June 30, 1996. Liquidity and Capital Resources At June 30, 1996, the Partnership reported unrestricted cash of approximately $1,651,000 versus approximately $651,000 at June 30, 1995. Net cash provided by operating activities increased as a result of the increase in accounts payable due to timing of payments to vendors and an increase in other liabilities due to timing of prepaid rental income from tenants. Net cash provided by investing activities decreased primarily due to a decrease in the proceeds received from the sale of investment properties. The Partnership recognized proceeds of approximately $1,613,000 in January 1995 from the sale of Willow Oaks while only recognizing proceeds of approximately $927,000 from the sale of La Plaza in May 1996. Also, the decrease is attributable to the decrease in net receipts from restricted escrows in 1996. In 1995, these receipts were used to fund roof replacement costs. Net cash used in financing activities decreased primarily due to the distribution of approximately $1,872,000 made during the first six months of 1995. No distributions were made during the first six months of 1996. Also, payments on mortgage notes payable decreased due to the fact that La Plaza was sold on May 24, 1996, and only five payments were recorded during the six months ended June 30, 1996, versus six payments being recorded during the six months ended June 30, 1995. On May 24, 1996 the Partnership sold La Plaza Apartments to an unaffiliated purchaser, Wymore Equity Associates, L.C., a Florida limited liability company. The General Partner decided to sell La Plaza, the sole remaining property held by the Partnership, in its effort to terminate the Partnership. Wymore Equity Associates, L.C. purchased La Plaza Apartments for a contract price of $3,200,000. Included as part of the 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. The Partnership holds seven notes receivable at June 30, 1996, totaling approximately $1,599,000 with approximately $1,357,000 of related accrued interest, all of which is fully reserved. Included in the provision for uncollectibles is approximately $984,000 of deferred interest revenue. Six of the seven notes in the principal amount of approximately $1,201,000 are due from related partnerships. These six 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. No payments were received in the six months ended June 30, 1996 or 1995. 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: A Form 8-K dated May 24, 1996, was filed reporting the disposition of La Plaza Apartments. 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: August 12, 1996 EX-27 2
5 This schedule contains summary financial information extracted from Jacques Miller Income Fund II 1996 Second Quarter 10-QSB and is qualified in its entirety by reference to such 10-QSB filing. 0000774655 JACQUES MILLER INCOME FUND II 1,000 6-MOS DEC-31-1996 JUN-30-1996 1,651 0 7 0 0 0 0 0 1,658 0 0 0 0 0 1,639 1,658 0 330 0 0 323 0 73 0 0 0 0 (221) 0 1,134 90.57 0 The Registrant has an unclassified balance sheet. Multiplier is 1.
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