-----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, Cp8Q4dX1hCdLzq3Y1CIBZvyRJDKt4qspcI6CGvlcVDhL6LsanbxVyR7PChCBY/72 fGkfEVhcWQeSK2qy6kTF9w== 0000891618-99-002930.txt : 19990630 0000891618-99-002930.hdr.sgml : 19990630 ACCESSION NUMBER: 0000891618-99-002930 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19990629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMONWEALTH GROWTH FUND II CENTRAL INDEX KEY: 0000810387 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 680088748 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-15363 FILM NUMBER: 99654828 BUSINESS ADDRESS: STREET 1: 705 UNIVERSITY AVE CITY: SACRAMENTO STATE: CA ZIP: 95825 BUSINESS PHONE: 9169295433 10-Q 1 FORM 10-Q FOR PERIOD ENDED MARCH 31, 1998 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended March 31, 1998 Commission File Number 0-15363 COMMONWEALTH GROWTH FUND II - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) California 68-0088748 - ----------------------------------- ----------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 705 University Avenue, Sacramento, California 95825 - -------------------------------------------------------------------------------- (Address or Registrant's Principal Executive Offices) (916) 929-5433 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Indicate by check mark whether the registrant (1) had filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve (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 ninety (90) days. X Yes No ----- ----- 2 COMMONWEALTH GROWTH FUND II INDEX Part I. Financial Information Balance Sheets - March 31, 1998 and December 31, 1997 3 Statements of Operations - For the Three Months Ended March 31, 1998 and 1997 4 Statements of Cash Flows - For the Three Months Ended March 31, 1998 and 1997 5 Statement of Partners' Equity - For the Three Months Ended March 31, 1998 6 Notes to Financial Statements 7 Management's Discussion and Analysis of the Results of Operations 8 Part II. Other Information 9
2 3 COMMONWEALTH GROWTH FUND II (A Limited Partnership) Balance Sheets
March 31, December 31, 1998 1997 (Unaudited) (Audited) ----------- ----------- Assets Land $ 160,000 $ 160,000 Notes Receivable 1,096,000 1,096,000 Cash 90,897 97,727 Other Assets 27,753 11,645 ----------- ----------- Total Assets $ 1,374,651 $ 1,365,372 Liabilities and Partners' Equity Liabilities: Accounts Payable and Accrued Expenses $ 932 $ 5,002 Deferred Gain 69,739 69,739 ----------- ----------- Total Liabilities 70,671 74,741 Partners' Equity: General Partners' Equity (2,598) (3,265) Limited Partners' Equity; Authorized 1,000,000 Units; Issued and Outstanding 459,698 in 1998 and 1997 1,306,578 1,293,896 ----------- ----------- Total Partners' Equity 1,303,980 1,290,631 ----------- ----------- Total Liabilities and Partners' Equity $ 1,374,651 $ 1,365,372
See Accompanying Notes to Financial Statements 3 4 COMMONWEALTH GROWTH FUND II (A Limited Partnership) Statements of Operations (Unaudited)
Three Months Ended March 31, 1998 1997 -------- ------- Rental Income $ -0- -0- Expenses: Operating Expenses -0- -0- Depreciation and Amortization -0- -0- -------- ------- Income From Rental Operations $ -0- -0- Interest Income 24,107 33,831 Gain (Loss) on Disposal of Note -0- -0- General and Administrative Expenses 10,759 65,313 -------- ------- Net Income (Loss) $ 13,348 (31,482) Allocated to General Partners 667 (1,574) Allocated to Limited Partners $ 12,681 (29,908) Net Income (Loss) per Limited Partnership Unit $ 0.03 (0.07) Weighted Average Number of Units Outstanding 459,698 459,698
See Accompanying Notes to Financial Statements 4 5 COMMONWEALTH GROWTH FUND II (A Limited Partnership) Statements of Cash Flows (Unaudited)
Three Months Ended March 31, 1998 1997 --------- --------- Cash Flows from Operating Activities Net Income (Loss) $ 13,348 $ (31,482) Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities: Changes in Other Assets and Liabilities: (Increase)/Decrease in Other Assets (16,108) (39,553) Increase/(Decrease) in Accounts Payable and Accrued Expenses (4,070) 36,464 --------- --------- Total Adjustments to Net Income (20,178) (3,089) --------- --------- Net Cash Provided by Operating Activities $ (6,830) $ (34,571) Cash Flows from Investing Activities: Collections on Notes Receivable -- -- --------- --------- Net Cash Provided by Investing Activities -- -- --------- --------- Cash Flows from Financing Activities: Contribution by Partners -- 39,553 Distributions to Partners -- (314,560) --------- --------- Net Cash Used by Financing Activities -- (275,007) --------- --------- Net Increase (Decrease) in Cash (6,830) (309,578) Cash, Beginning of Year 97,727 364,874 --------- --------- Cash, End of Period $ 90,897 $ 55,296
See Accompanying Notes to Financial Statements 5 6 COMMONWEALTH GROWTH FUND II (A Limited Partnership) Statement of Partners' Equity For the Three Months Ended March 31, 1998 (Unaudited)
General Limited Partners Partners Total --------- --------- --------- Balance at December 31, 1997 $ (3,265) 1,293,896 1,290,631 Net Income (Loss) 667 12,681 13,348 Contributions -0- -0- -0- Distributions -0- -0- -0- --------- --------- --------- Balance at March 31, 1998 $ (2,598) 1,306,577 1,303,979
See Accompanying Notes to Financial Statements 6 7 COMMONWEALTH GROWTH FUND II NOTES TO FINANCIAL STATEMENTS (1) In the opinion of the General Partners, the accompanying unaudited financial statements contain all adjustments necessary to present fairly the financial position as of March 31, 1998, and the results of its operations for the three months ended March 31, 1998 and cash flows for the three months ended March 31, 1998. (2) The other accounting policies followed by the Partnership are set forth in Note 1 to the Partnership's financial statements in the 1997 Form 10-K which is incorporated herein by reference. 7 8 COMMONWEALTH GROWTH FUND II MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS RESULTS OF OPERATIONS There was no rental income or expenses for the three months ended March 31, 1998 as the Partnership had divested itself of all rental properties by the end of 1995. Interest income decreased $ 9,724 for the three months ended March 31, 1998, compared to the same period in the prior year, due to the sale of a note receivable in February, 1997 and the collection of a second note receivable in October, 1997. General and administrative expenses decreased $54,554 for the three months ended March 31, 1998, compared to the same period in the prior year, due in part to an adjustment in the prior year to accrue operating expenses incurred by the General Partners in prior years but which at that point had not yet been repaid. Legal and accounting fees decreased by $9,000 compared to the same period last year, due in part to the receipt of an unused retainer paid in the fourth quarter of 1997. LIQUIDITY AND CAPITAL RESOURCES The Partnership has met its liquidity needs through cash reserves and operating income. The Partnership currently has no material commitments and anticipates that these sources will continue to be adequate to meet the Partnership's future liquidity needs. 8 9 PART II. OTHER INFORMATION ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K (a) The following exhibits are being field as part of this report: 27 Financial Data Schedule (b) The Partnership filed no reports on Form 8-K during the quarter ended March 31, 1998. 9 10 SIGNATURES Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has dually caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Commonwealth Growth Fund II (Registrant) Date: 5/1/98 /s/ JEFFREY BERGER ------------------ --------------------------------------- Jeffrey Berger Individual General Partner Date: 5/1/98 /s/ JEFFREY BERGER ------------------ --------------------------------------- Jeffrey Berger President, Managing General Partner 10 11 INDEX TO EXHIBITS Exhibit Number Description - ------- ----------- 27 Financial Data Schedule EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AT MARCH 31, 1998 (UNAUDITED) AND THE STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998 (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 1ST QUARTER 1998 10-Q. 1 3-MOS DEC-31-1998 JAN-01-1998 MAR-31-1998 90,897 0 1,096,000 0 0 1,214,651 160,000 0 1,374,651 70,671 0 0 0 0 1,303,980 1,374,651 0 24,107 0 0 10,759 0 0 13,348 0 13,348 0 0 0 13,348 0.03 0.03
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