<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 2000
Commission File #0-9305
REEVES TELECOM LIMITED PARTNERSHIP
(name changed from Reeves Telecom Associates)
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(Exact name of registrant as specified in its charter)
South Carolina 57-0700063
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(State of Incorporation) (I.R.S. Employer I.D. Number)
c/o Grace Property Management Inc.
P. O. Box 163
55 Brookville Road
Glen Head, New York 11545
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(Address of General Partner) (Zip Code)
(516) 686-2201
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(Registrants telephone number including area code)
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 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 ( )
<PAGE> 2
PART 1. FINANCIAL INFORMATION
REEVES TELECOM LIMITED PARTNERSHIP
BALANCE SHEET
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
(UNAUDITED) (AUDITED)
----------- -----------
<S> <C> <C>
Assets
------
Current Assets:
Cash and cash equivalents $ 234,134 $ 129,954
Prepaid and other current assets 4,010 4,907
----------- -----------
238,144 134,861
Properties held for sale and related
buildings and equipment, net 938,999 960,480
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Total Assets $ 1,177,143 $ 1,095,341
=========== ===========
Liabilities and Partners' Deficit
---------------------------------
Current Liabilities:
Accounts payable and
accrued expenses $ 49,625 $ 102,210
Accrued expenses, affiliates 1,967,734 1,772,994
Current maturities of long-
term debt 133,290 140,264
Deposit - land sale 100,000 --
----------- -----------
2,250,649 2,015,468
Long-Term Debt, Less: Current
Maturities -- 1,432
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Total Liabilities 2,250,649 2,016,900
Partners' Deficit (1,073,506) (921,559)
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Total Liabilities and
Partners' Deficit $ 1,177,143 $ 1,095,341
=========== ===========
</TABLE>
<PAGE> 3
REEVES TELECOM LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS AND PARTNERS' DEFICIT
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
Operating Revenues:
Property sales $ 199,816 $ 364,982
Country Club revenue 196,282 204,596
Interest income and finance charges 1,770 721
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397,868 570,299
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Operating Costs and Expenses:
Direct costs of property sold 15,789 140,412
Direct costs of Country Club revenue 20,199 19,178
Selling, general and administrative
expenses of Country Club 175,725 172,296
Selling, general and administrative
expenses 214,017 241,845
Depreciation 29,268 35,041
Interest 94,038 77,163
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549,036 685,935
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Operating Loss (151,168) (115,636)
Other Income/Expenses:
Loss on disposal of fixed assets (779) --
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Net Loss (151,947) (115,636)
Partners' deficit at beginning
of period (921,559) (544,484)
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Partners' deficit at end of period $(1,073,506) $ (660,120)
=========== ===========
Loss per partnership unit $ (0.08) $ (0.06)
=========== ===========
Weighted average partnership units
issued and outstanding 1,828,148 1,828,148
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</TABLE>
<PAGE> 4
REEVES TELECOM LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS AND PARTNERS' DEFICIT
FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
Operating Revenues:
Property sales $ 130,245 $ 218,204
Country Club revenue 100,694 112,693
Interest income and finance charges 850 534
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231,789 331,431
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Operating Costs and Expenses:
Direct costs of property sold 8,597 127,227
Direct costs of Country Club revenue 9,507 8,632
Selling, general and administrative
expenses of Country Club 79,056 85,243
Selling, general and administrative
expenses 126,406 121,893
Depreciation 14,051 17,448
Interest 48,191 39,636
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285,808 400,079
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Net Loss (54,019) (68,648)
Partners' deficit at beginning
of period (1,019,487) (591,472)
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Partners' deficit at end of period $(1,073,506) $ (660,120)
=========== ===========
Loss per partnership unit $ (0.03) $ (0.04)
=========== ===========
Weighted average partnership units
issued and outstanding 1,828,148 1,828,148
----------- -----------
</TABLE>
<PAGE> 5
REEVES TELECOM LIMITED PARTNERSHIP
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(151,947) $(115,636)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation 29,268 35,041
Change in assets and liabilities:
Decrease in prepaid and other
current assets 897 8,106
(Increase) Decrease in property
held for sale (7,787) 20,271
(Decrease) in accounts payable
and accrued expenses (52,585) (47,299)
Increase in deposits - land sale 100,000 --
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Net cash used in operating activities (82,154) (99,517)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of land improvements,
buildings and equipment $ -- $(132,401)
Disposition of developed property -- 119,629
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Net cash used in investing activities -- (12,772)
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CASH FLOWS FROM FINANCING ACTIVITIES:
(Decrease) in notes payable $ (7,422) $ (6,816)
Increase in accrued expenses, affiliates 194,740 176,108
(Repayment) under line of credit -- (112,000)
Increase (Decrease) in mortgage payable (984) 120,000
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Net cash provided by financing activities 186,334 177,292
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NET INCREASE IN CASH $ 104,180 $ 65,003
CASH BALANCE - BEGINNING 129,954 69,864
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CASH BALANCE - ENDING $ 234,134 $ 134,867
========= =========
</TABLE>
<PAGE> 6
REEVES TELECOM LIMITED PARTNERSHIP
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (54,019) $ (68,648)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation 14,051 17,448
Change in assets and liabilities:
(Increase) in prepaid and other
current assets (33) (829)
(Increase) Decrease in property held
for sale (15,760) 7,086
Increase (Decrease) in accounts payable
and accrued expenses 893 (44,560)
Increase in deposits - land sale 100,000 --
--------- ---------
Net cash provided by (used in) operating
activities 45,132 (89,503)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of land improvements,
buildings and equipment -- $(124,357)
Disposition of developed property -- 119,629
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Net cash used in investing activities -- (4,728)
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CASH FLOWS FROM FINANCING ACTIVITIES:
(Decrease) in notes payable $ (3,751) $ (3,444)
Increase in accrued expenses, affiliates 99,330 126,920
(Repayment) under line of credit -- (112,000)
Increase (Decrease) in mortgage payable (984) 120,000
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Net cash provided by financing activities 94,595 131,476
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NET INCREASE IN CASH $ 139,727 $ 37,245
CASH BALANCE - BEGINNING 94,407 97,622
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CASH BALANCE - ENDING $ 234,134 $ 134,867
========= =========
</TABLE>
<PAGE> 7
REEVES TELECOM LIMITED PARTNERSHIP
JUNE 30, 2000
(Unaudited)
NOTE 1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles
for interim financial information and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and notes
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of only normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the six
month period ended June 30, 2000 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2000. For
further information, refer to the consolidated financial statements and
notes thereto included in the Partnership's Annual Report on Form 10-K
for the year ended December 31, 1999 as filed with the Securities and
Exchange Commission on March 30, 2000.
Certain amounts in the income statement for the interim period ended
June 30, 1999 have been reclassified to conform with the presentation
of the results for the interim period ended June 30, 2000. There is no
change in the net loss recorded for the interim period ended June 30,
1999 as a result of such reclassifications.
ITEM 2. Management Discussion and Analysis of Financial Condition and Results
of Operations.
Certain matters discussed herein are forward-looking statements about
the business, financial condition and prospects of the Partnership. The
actual results could differ materially from those indicated by such
forward-looking statements because of various risks and uncertainties.
Such risks and uncertainties may include, but are not limited to,
regional and national economic conditions, changes in consumer demand
for real estate, changes in interest rates and the availability of
credit to the Partnership and/or potential purchasers of real estate,
changes in state and federal regulations relating to environmental and
health matters, and, in connection with Fox Squirrel, weather
conditions and changes in employee relations which may adversely affect
the ability of the Partnership to maintain Fox Squirrel as desired. The
Partnership cannot control these risks and uncertainties and, in many
cases, cannot predict the risks and uncertainties that could cause its
actual results to differ materially from those indicated by the
forward-looking statements. The Partnership undertakes no obligation to
publicly update or revise any forward-looking statement, whether as a
result of new information, future events or otherwise.
For the six months ended June 30, 2000 and 1999 revenue from property
sales was $199,816 and $364,982, respectively. The Partnership sold 30
individual undeveloped lots during the first half of fiscal 2000,
compared to 38 in the same period last year. In addition, the
Partnership generated no revenue from the sale of commercial lots or
developed lots during the first half of fiscal 2000, whereas two
commercial lots, one small commercial lot and one developed lot were
sold during the first half of 1999. Management attributes the decline
in revenue principally to (i) the fact that the Partnership generally
<PAGE> 8
REEVES TELECOM LIMITED PARTNERSHIP
JUNE 30, 2000
(Unaudited)
records as revenue the sale price of the house on an individual
developed lot sold, and one individual developed lot was sold last year
while none were sold this year, and (ii) the sale last year of
commercial property, whereas no commercial property was sold this year.
Revenue at Fox Squirrel Country Club during the first six months of
2000 was $196,282, compared to $204,596 for the same period last year.
Management attributes the decrease principally to a 12% decline in the
number of non-member rounds played, which Management believes is due
principally to generally more favorable weather in the Northeast during
the second quarter of 2000 than in the same period last year, which
meant fewer golfers traveling from the Northeast to the Wilmington, NC
- Myrtle Beach, SC corridor than last year. An increase in greens fees
per non-member round partially offset the decline in non-member rounds
played.
Direct costs of property sold for the first half of 2000 and 1999 were
$15,789 and $140,412, respectively. Management attributes the decline
in costs principally to the sale during the first half of last year of
a developed lot, which costs includes the cost of construction of the
house on the lot, while no developed lots were sold during the first
half of 2000.
Selling, general and administrative expenses were $214,017 and $241,845
for the first half of 2000 and 1999, respectively. Management
attributes the decrease principally to the absence during the current
year of one-time expenses incurred last year relating to the purchase
of certain real estate acquired for resale.
Selling, general and administrative expenses of the country club were
$175,725 for the first half of 2000, compared to $172,296 for the same
period last year. Slightly higher equipment and insurance expenses
offset lower maintenance costs.
Subsequent to the end of the second quarter, the Partnership closed on
the first of two large property sales to The Nature Conservancy. The
Partnership sold certain large tracts of undeveloped land, mostly
wetlands and woodlands, for an aggregate sale price of $1,625,850.
Management expects that the second sale, involving certain individual
undeveloped lots and certain land suitable for commercial development
for an aggregate sale price of $774,150, will close on or about August
31, 2000. The total number of acres involved in both transactions is
approximately 5,127. Reference is made to the more detailed information
on both transactions set forth on Form 8-K filed with the U.S
Securities and Exchange Commission on June 29, 2000.
ITEM 6. Exhibits and Reports on Form 8-K
The Partnership filed a report on Form 8-K on June 29, 2000. The report
describes the two property sale agreements between the Partnership and
The Nature Conservancy.
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REEVES TELECOM LIMITED PARTNERSHIP
JUNE 30, 2000
(Unaudited)
SIGNATURE
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, thereto duly authorized.
REEVES TELECOM LIMITED PARTNERSHIP
By: Grace Property Management Inc.
General Partner
By: /s/ JOHN S. GRACE
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John S. Grace
President
Dated: August 14, 2000
