-----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, BozdLP9nCv+1/Wq9/c8StcQtjaACevDgWBvBbhluHhp/Qf+Esw0G7MRtbHOtmly6 +RiDQqx2juvEyysvkmM43w== 0000774655-96-000006.txt : 19961031 0000774655-96-000006.hdr.sgml : 19961031 ACCESSION NUMBER: 0000774655-96-000006 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961030 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: 96650297 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 September 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) September 30, 1996 Assets Cash and cash equivalents $732 Notes receivable (net of allowance of $3,026) -- $732 Liabilities and Partners' Capital (Deficit) Liabilities Accounts payable $ 1 Other liabilities 15 Partners' Capital (Deficit) General partner $(106) Limited partners (12,400 units issued and outstanding) 822 716 $732 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 Nine Months Ended September 30, September 30, 1996 1995 1996 1995 Revenues: Rental income $ 1 $ 177 $ 290 $ 602 Other income 13 18 54 73 Total revenues 14 195 344 675 Expenses: Operating 2 87 146 271 General and administrative 9 29 35 90 Maintenance -- 27 56 82 Depreciation -- 30 -- 88 Interest -- 46 73 158 Property taxes -- 16 24 55 Total expenses 11 235 334 744 Gain on sale of investment property -- -- 1,348 856 Income (loss) before extraordinary item 3 (40) 1,358 787 Extraordinary loss on early extinguishment of debt -- -- (221) -- Net income (loss) $ 3 $ (40) $ 1,137 $ 787 Net income (loss) allocated to general partner (1%) $ -- $ -- $ 11 $ 8 Net income (loss) allocated to limited partners (99%) 3 (40) 1,126 779 $ 3 $ (40) $ 1,137 $ 787 Per limited partnership unit: Income (loss) before extraordinary item $ .21 $ (3.20) $108.41 $ 62.87 Extraordinary item -- -- (17.63) -- Net income (loss) per limited partnership unit $ .21 $ (3.20) $ 90.78 $ 62.87 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 nine months ended September 30, 1996 11 1,126 1,137 Distributions to partners (9) (917) (926) Partners' capital (deficit) at September 30, 1996 12,400 $ (106) $ 822 $ 716 See Accompanying Notes to Consolidated Financial Statements d) JACQUES-MILLER INCOME FUND, L.P. II CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Nine Months Ended September 30, 1996 1995 Cash flows from operating activities: Net income $ 1,137 $ 787 Adjustments to reconcile net income to net cash provided by (used in) in operating activities: Depreciation -- 88 Amortization of discounts and loan costs 13 23 Gain on sale of investment property (1,348) (856) Loss on early extinguishment of debt 221 -- Change in accounts: Restricted cash 26 61 Accounts receivable -- 2 Escrow for taxes 17 96 Other assets 11 1 Accounts payable (36) (178) Tenant security deposit liabilities 2 (64) Accrued taxes -- (129) Other liabilities 25 (37) Net cash provided by (used in) operating activities 68 (206) Cash flows from investing activities: Property improvements and replacements (13) (35) Deposits to restricted escrows (15) (41) Receipts from restricted escrows 126 463 Proceeds from sale of investment property 927 1,613 Net cash provided by investing activities 1,025 2,000 Cash flows from financing activities: Payments on mortgage notes payable (21) (45) Distributions (926) (1,872) Net cash used in financing activities (947) (1,917) Net increase (decrease) in cash and cash equivalents 146 (123) Cash and cash equivalents at beginning of period 586 744 Cash and cash equivalents at end of period $ 732 $ 621 Supplemental disclosure of cash flow information: Cash paid for interest $ 67 $ 153 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 and nine month periods ended September 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 nine months ended September 30, 1996, and the year ended December 31, 1995, 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 September 30, 1996, totaling approximately $1,599,000 with approximately $1,427,000 of related accrued interest, all of which is fully reserved. Included in the provision for uncollectibles is approximately $1,054,000 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. Average occupancy at La Plaza Apartments was 94% through May 24, 1996, and 93% for the nine months ended September 30, 1995. Results of Operations The Partnership's net income for the nine months ended September 30, 1996, was approximately $1,137,000 as compared to net income of approximately $787,000 for the nine months ended September 30, 1995. The Partnership recorded net income of approximately $3,000 for the three months ended September 30, 1996, as compared to a net loss of approximately $40,000 for the three months ended September 30, 1995. The increase in net income for the nine month period ended September 30, 1996, is 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 was only approximately $856,000. Also, operating, general and administrative, maintenance, depreciation, interest, and property tax expense all decreased for both the three and nine month periods ended September 30, 1996, due to the sale of La Plaza Apartments. 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. Rental income and other income decreased during the three and nine month periods ended September 30, 1996, as a result of the sale of La Plaza Apartments. This decrease was partially offset by an increase in interest income due to an increase in the cash balances. Liquidity and Capital Resources At September 30, 1996, the Partnership reported unrestricted cash of approximately $732,000 versus approximately $621,000 at September 30, 1995. Net cash provided by operating activities increased as a result of the decrease in accounts payable due to the sale of La Plaza. 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 as compared to proceeds of approximately $927,000 from the sale of La Plaza in May 1996. Also, the decrease is attributable to the decrease in 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 during the first nine months of 1995. In August 1996, the Partnership paid distributions of approximately $926,000 to the partners. 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 September 30, 1996, totaling approximately $1,599,000 with approximately $1,427,000 of related accrued interest, all of which is fully reserved. Included in the provision for uncollectibles is approximately $1,054,000 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 nine months ended September 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: None filed during the quarter ended September 30, 1996. 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: October 30, 1996 EX-27 2
5 This schedule contains summary financial information extracted from Jacques-Miller Income Fund, L.P. II's 1996 Third Quarter 10-QSB and is qualified in its entirety by reference to such 10-QSB filing. 0000774655 JACQUES-MILLER INCOME FUND, L.P. II 1,000 9-MOS DEC-31-1996 SEP-30-1996 732 0 0 0 0 0 0 0 732 0 0 0 0 0 716 732 0 344 0 0 334 0 73 0 0 0 0 (221) 0 1,137 90.78 0 Registrant has an unclassified balance sheet. Multipler is 1.
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