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 March 31, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period.........to.........
Commission file number 0-11970
PRUDENTIAL-BACHE/VMS REALTY ASSOCIATES L.P. I
(Exact name of small business issuer as specified in its charter)
Delaware 36-3240083
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
8700 West Bryn Mawr
Chicago, Illinois 60631
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (312) 339-8700
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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) PRUDENTIAL-BACHE/VMS REALTY ASSOCIATES L.P. I
STATEMENT OF NET ASSETS IN LIQUIDATION
(in thousands)
(Unaudited)
March 31, 1996
Assets
Cash:
Unrestricted $ 139
Restricted-tenant security deposits 70
Accounts receivable 1
Tax escrows 15
Restricted escrows 115
Investment properties 5,510
5,850
Liabilities
Accounts payable 17
Advances due to affiliates of the Managing
General Partner 1,411
Other liabilities 95
Mortgage notes payable 4,126
Estimated costs during the period 201
of liquidation
Net assets in liquidation 0
See Accompanying Notes to Consolidated Financial Statements
b) PRUDENTIAL-BACHE/VMS REALTY ASSOCIATES L.P. I
STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
(in thousands)
(Unaudited)
March 31, 1996
Net assets in liquidation
at December 31, 1995 $ 0
Changes in net assets in liquidation
attributable to:
Decrease in unrestricted cash (10)
Decrease in restricted-tenant security deposits (17)
Decrease in accounts receivable (5)
Decrease in tax escrows (80)
Decrease in restricted escrows (53)
Decrease in investment properties (3,150)
Decrease in accounts payable 8
Decrease in advances due to affiliates of the Managing
General Partner 369
Decrease in other liabilities 343
Decrease in mortgage notes payable 2,464
Decrease in estimated costs during the
period of liquidation 131
Net assets in liquidation at
March 31, 1996 $ 0
See Accompanying Notes to Consolidated Financial Statements
c) PRUDENTIAL-BACHE/VMS REALTY ASSOCIATES L.P. I
STATEMENT OF OPERATION
(in thousands, except unit data)
(Unaudited)
(Going Concern Basis)
Three Months Ended
March 31,1995
Revenues:
Rental income $ 459
Other income 29
Total revenues 488
Expenses:
Operating 170
General and administrative 40
Property management fees 26
Maintenance 39
Depreciation 119
Interest 436
Property taxes 56
Total expenses 886
Net loss $ (398)
Net loss allocated to general partners (2%) $ (8)
Net loss allocated to limited partners (98%) (390)
$ (398)
Net loss per limited partnership unit: $(15.61)
See Accompanying Notes to Consolidated Financial Statements
d) PRUDENTIAL-BACHE/VMS REALTY ASSOCIATES L.P. I
STATEMENT OF CASH FLOWS
(in thousands)
(Unaudited)
(Going Concern Basis)
<TABLE>
<CAPTION>
Three Months Ended
March 31, 1995
<S> <C>
Cash flows from operating activities:
Net loss $ (398)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation 119
Amortization 16
Change in accounts:
Restricted cash 13
Accounts receivable (3)
Tax escrow (35)
Other assets 17
Accrued interest 256
Accounts payable and other accrued expenses (62)
Tenant security deposit liabilities (2)
Net cash used in
operating activities (79)
Cash flows from investing activities:
Property improvements and replacements (68)
Deposits to restricted escrows (1)
Receipts from restricted escrows 49
Net cash used in
investing activities (20)
Cash flows from financing activities:
Principal payments on mortgage notes payable (9)
Net cash used in financing activities (9)
Net decrease in cash (108)
Cash at beginning of period 259
Cash at end of period $ 151
Supplemental disclosure of cash flow information:
Cash paid for interest $ 163
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
e) PRUDENTIAL-BACHE/VMS REALTY ASSOCIATES L.P. I
Notes to Financial Statements
(Unaudited)
March 31, 1996
Note A - Basis of Presentation
Effective December 31, 1995, the Partnership decided to liquidate the
Partnership upon the imminent disposal of the investment properties and
settlement of remaining liabilities expected to occur in 1996. Of the
Partnership's two remaining properties at December 31, 1995, Woodlawn House was
sold February 1, 1996, and Meadows at Kendale Lakes was sold April 15, 1996.
The decision to liquidate the Partnership resulted in the change in the basis of
accounting for its financial statements at December 31, 1995, from the going
concern basis of accounting to the liquidation basis of accounting.
Consequently, assets have been valued at estimated net realizable value and
liabilities are presented at their estimated settlement amounts, including
estimated costs associated with carrying out the liquidation. The valuation of
certain assets and liabilities necessarily requires estimates and assumptions.
The actual realization of assets and settlement of liabilities could be higher
or lower than amounts indicated and is based upon the Managing General Partner's
estimates as of the date of the most current financial statements.
The statement of net assets in liquidation as of March 31, 1996, includes
approximately $201,000 of accrued costs that the Managing General Partner
estimates will be incurred during the period of liquidation, based on the
assumption that the liquidation process will be completed by the second quarter
of 1996. These costs principally include administrative expenses and closing
costs related to the property sales. Because the ultimate realization of assets
and the settlement of liabilities is based on estimates, the liquidation period
may be extended beyond the projected period.
The accompanying unaudited financial statements at March 31, 1996, 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 Managing General Partner, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation on the liquidation basis have been included. Operating
results for the three month period ended March 31, 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 financial statements
and footnotes thereto included in the Partnership's annual report on Form 10-KSB
for the fiscal year ended December 31, 1995.
Note B - Legal Proceedings
Certain affiliates of the Managing General Partner and certain officers and
directors of such affiliates are parties to certain pending legal proceedings.
The adverse outcome of any one or more legal proceedings against an affiliate of
the Managing General Partner which provides financial support or services to the
Partnership could have a materially adverse effect on the present and future
operations of the Partnership. However, the inclusion of this discussion is not
intended as a representation by the Partnership that any particular proceeding
is material. The ultimate outcome of the litigation cannot presently be
determined. Accordingly, no provision for any liability that may result has
been made in the unaudited financial statements.
Note C - Transactions with Affiliates and Related Parties
The Partnership has no employees and is dependent on the Managing General
Partner or its affiliates for the management and administration of all
partnership activities. The Managing General Partner or its affiliates may be
reimbursed for direct expenses relating to the Partnership's administration and
other costs paid on behalf of the Partnership. The Managing General Partner
received $5,000 and $1,000 for the periods ended March 31, 1996 and 1995,
respectively, as reimbursement for such out-of-pocket expenses.
The Partnership originally had advances of approximately $11,271,488 payable to
affiliates of the Managing General Partner at March 31, 1996. During 1994, the
Managing General Partner and its affiliates assigned a portion of the advances
to an affiliate of Insignia Financial Group, Inc. ("Insignia"). This liability
has been adjusted to its estimated settlement amount of $1,411,000 in the
accompanying financial statements.
The Partnership has engaged affiliates of Insignia to provide day-to-day
management of the Partnership's properties under an agreement which provides for
fees equal to 5% of revenues on each property. An affiliate of Insignia also
provided partnership administration and management services for the Partnership
during the three month period ended March 31, 1996 and 1995. Reimbursements for
direct expenses relating to these services totaled approximately $16,000 and
$22,000 for the periods ended March 31, 1996 and 1995, respectively.
Item 2. Management's Discussion and Analysis or Plan of Operation
At December 31, 1995, the Partnership adopted the liquidation basis of
accounting. Of the Partnership's remaining properties at December 31, 1996,
Woodlawn House was sold February 1, 1996, and Meadows at Kendale Lakes was sold
April 15, 1996. Accordingly, the Partnership will be liquidated through
disposal of its investment properties and settlement of the remaining
liabilities.
The imminent disposition of the Partnership's properties resulted in the change
in the basis of accounting for its financial statements at December 31, 1995,
from the going concern basis of accounting to the liquidation basis of
accounting. Consequently, assets have been valued at estimated net realizable
value and liabilities are presented at their estimated settlement amounts,
including estimated costs associated with carrying out the liquidation. The
valuation of certain assets and liabilities necessarily requires estimates and
assumptions. The actual realization of assets and settlement of liabilities
could be higher or lower than amounts indicated and is based upon estimates as
of the date of the most current financial statements.
Liquidity and Capital Resources
The statement of net assets in liquidation as of March 31, 1996, includes
approximately $201,000 of accrued costs that the Managing General Partner
estimates will be incurred during the period of liquidation based on the
assumption that the liquidation process will be completed by the second quarter
of 1996. These costs primarily include administrative expenses and closing
costs related to the properties' sales. Because the ultimate realization of
assets and settlement of liabilities is based on estimates, the liquidation
period may be extended beyond the projected period. The Managing General
Partner expects that no assets will be available for distribution upon
settlement of the Partnership's remaining liabilities.
Developments - VMS Realty Partners and Affiliates
There have been no material developments or changes from the Recent Developments
- - VMS Realty Partners and Affiliates disclosed in "Part I, Item 1" of the
Partnership's report on Form 10-KSB for the year ended December 31, 1995.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There have been no new material developments or changes from "Part I, Item 3" of
the Partnership's report on the Form 10-KSB for the year ended December 31,
1995.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Partnership did not submit any matter to a vote of its holders of
Limited Partnership Interests during the first quarter of 1996.
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 March 31, 1996.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PRUDENTIAL-BACHE/VMS REALTY ASSOCIATES L.P. I
(Registrant)
By: VMS Realty Associates
Managing General Partner
By: JAS Realty Corporation
Date: May 14, 1996 By: /s/ Joel A. Stone
Joel A. Stone
President
Date: May 14, 1996 By: /s/ Thomas A. Gatti
Thomas A. Gatti
Senior Vice President and
Principal Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Prudential
Bache VMS Realty Associates LP I 1996 First Quarter 10-QSB and is qualified in
its entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000350558
<NAME> VMS NATIONAL PROEPRTIES JOINT VENTURE
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 139
<SECURITIES> 0
<RECEIVABLES> 1
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 5,510
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 5,537
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>The Registrant has an unclassified balance sheet.
</FN>
</TABLE>
