FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 1997 Commission file number 0-7752 CONTINENTAL REAL ESTATE PARTNERS, LTD. (Exact name of Registrant as Specified in its Certificate of Limited Partnership) Massachusetts 04-2523977 (State of organization) (Internal Revenue Service Employer Identification Number) Wood Ridge Road Glen Arbor, Michigan 49636 (Address of principal executive (Zip code) offices) (616) 334-5000 Registrants' telephone number Including area code Not applicable Former name, former address and former fiscal year, if changed since last report. Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or 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 The number of limited partnership interests outstanding as of September 30, 1997: Limited partnership units, $500 per unit - 30,004 units Index CONTINENTAL REAL ESTATE PARTNERS, LTD. Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Statements of assets, liabilities and partners' capital - September 30, 1997 and December 31, 1996 3 Statements of operations - quarter ended and nine months ended September 30, 1997 and 1996 4 Statements of changes in partners' capital - nine months ended September 30, 1997 and 1996 5 Statements of cash flows - nine months ended September 30, 1997 and 1996 6 Notes to financial statements - September 30, 1997 7 Report of Independent Certified Public Accountants on Interim Financial Information 8 PART II. OTHER INFORMATION Item 6. Exhibits and reports on Form 8-K 9 SIGNATURES 10 PART I. FINANCIAL INFORMATION Continental Real Estate Partners, Ltd. STATEMENTS OF ASSETS, LIABILITIES AND PARTNERS' CAPITAL September 30,December 31, 1997 1996 ASSETS (Unaudited) (Note B) Investments in real estate Land $183,581 $183,581 Land improvements 1,877,263 1,877,263 Buildings and equipment 11,929,196 11,927,766 13,990,040 13,988,610 Less accumulated depreciation 11,498,801 11,194,873 2,491,239 2,793,737 Cash 1,215,426 1,065,816 Other assets 294,984 261,549 $4,001,649 $4,121,102 LIABILITIES AND PARTNERS' CAPITAL LIABILITIES Unclaimed distribution checks $170,164 $170,164 Accounts payable and accrued expenses 104,514 46,311 Liabilities to general partner 2,127,568 2,136,320 2,402,246 2,352,795 PARTNERS' CAPITAL General partner 372,351 380,796 Limited partners - 30,004 units of limited partnership interest 1,227,052 1,387,511 1,599,403 1,768,307 $4,001,649 $4,121,102 See Notes to Financial Statements. -3- Continental Real Estate Partners, Ltd. STATEMENTS OF OPERATIONS (UNAUDITED) Quarter Ended Nine Months Ended September 30, September 30, 1997 1996 1997 1996 Operating revenue Rental income $120,572 $110,518 $363,172 $328,782 Other, principally operating expense reimbursements - 100 200 350 120,572 110,618 363,372 329,132 Operating expense Depreciation 102,440 102,304 303,928 304,969 Repairs and maintenance 9,744 10,086 33,614 32,333 Insurance 24,727 23,013 72,101 62,279 Real estate taxes 18,134 18,154 54,401 54,462 Utilities 5,506 6,501 18,028 24,565 Professional services 8,377 7,276 25,751 26,704 Property management fees 9,102 9,102 27,308 27,306 Commissions 3,027 3,027 9,081 12,201 Investor communications 1,080 1,080 3,240 4,420 Other 11,658 8,388 23,625 31,398 193,795 188,931 571,077 580,637 Operating loss (73,223) (78,313) (207,705) (251,505) Interest income 13,022 11,293 38,801 30,209 NET LOSS $(60,201) $(67,020) $(168,904) $(221,296) Net loss allocated to General partner $(3,010) $(3,351) $(8,445) $(11,065) Limited partners - $(5.35) and $(7.01) net loss per unit of limited partnership interest outstanding for the nine months ended September 30, 1997 and 1996, respectively (57,191) (63,669) (160,459) (210,231) $(60,201) $(67,020) $(168,904) $(221,296) See Notes to Financial Statements. - -4- Continental Real Estate Partners, Ltd. STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED) Nine months ended September 30, 1997 1996 General Limited General Limited Partner Partner Partner Partner Beginning balance $380,796 $1,387,511 $396,194 $1,680,071 NET LOSS (8,445) (160,459) (11,065) (210,231) Ending balance $372,351 $1,227,052 $385,129 $1,469,840 Balance, September 30, 1997 and 1996, per unit of limited partnership interest $40.90 $48.99 See Notes to Financial Statements. -5- Continental Real Estate Partners, Ltd. STATEMENTS OF CASH FLOWS (UNAUDITED) Nine months ended September 30, 1997 1996 Operating activities Net loss $(168,904) $(221,296) Adjustments to reconcile net loss to cash provided by operating activities Depreciation and amortization 313,009 314,050 Increase in other assets (42,516) (31,701) Increase in accounts payable and accrued expenses 49,451 46,536 Net cash flow provided by operating activities 151,040 107,589 Cash flows from investing activities Purchase of improvements (1,430) - Real estate redevelopment costs - (18,086) Net cash flow used by investing activities (1,430) (18,086) NET INCREASE IN CASH 149,610 89,503 Balance of cash, beginning of period 1,065,816 978,299 Balance of cash, end of period $1,215,426 $1,067,802 See Notes to Financial Statements. -6- Continental Real Estate Partners, Ltd. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) NOTE A - BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10- Q and Article 10 of Regulation S-X. 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 (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine month period ended September 30, 1997 are not necessarily indicative of the results that may be expected for the year ended December 31, 1997. For further information, refer to the financial statements and footnotes thereto included in the company's annual report on Form 10-K for the year ended December 31, 1996. NOTE B - DECEMBER 31, 1996 STATEMENT OF ASSETS, LIABILITIES AND PARTNERS' CAPITAL The statement of assets, liabilities and partners' capital at December 31, 1996 has been derived from the audited financial statements at that date. -7- REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON INTERIM FINANCIAL INFORMATION The Bayberry Group, Inc. Sole General Partner of Continental Real Estate Partners, Ltd. The accompanying statement of assets, liabilities and partners' capital of Continental Real Estate Partners, Ltd. (a Massachusetts limited partnership) as of September 30, 1997 and the related statements of operations for the three and nine month period ended September 30, 1997 and the statement of cash flows and changes in partners' capital for the nine month periods ended September 30, 1997 and 1996 were not audited by us and, accordingly, we do not express an opinion on them. The accompanying statement of assets and liabilities for the year ended December 31, 1996 was audited by us, and we expressed an unqualified opinion on it in our report dated January 17, 1997, but we have not performed any auditing procedures since that date. Traverse City, Michigan November 28, 1997 -8- CONTINENTAL REAL ESTATE PARTNERS, LTD. PART II. OTHER INFORMATION Item 6. Exhibits and reports on Form 8-K The company did not file any reports on Form 8-K during the three months ended September 30, 1997. -9- CONTINENTAL REAL ESTATE PARTNERS, LTD. 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. CONTINENTAL REAL ESTATE PARTNERS, LTD. Date Robert A. Kuras, Principal Financial Officer and President of The Bayberry Group, Inc. Sole General Partner -10-