FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1999
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 2-76434
DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES
(Exact name of small business issuer as specified in its charter)
New York 13-3153572
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
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)
DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES
BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
September 30, 1999
Assets
Cash and cash equivalents $ 1,593
Receivables and deposits 86
$ 1,679
Liabilities and Partners' (Deficit) Capital
Liabilities
Other liabilities 54
Partners' (Deficit) Capital
General partner $ (1)
Limited partners (11,455 units issued and
outstanding) 1,626 1,625
$ 1,679
See Accompanying Notes to Financial Statements
b)
DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
Revenues:
Rental income $ 53 $ 94 $ 228 $ 288
Interest income -- -- 1 2
Gain on sale of property 1,144 -- 1,144 --
Total revenues 1,197 94 1,373 290
Expenses:
Operating 17 20 53 100
General and administrative 16 2 48 28
Depreciation 28 36 101 107
Interest 20 26 73 80
Property taxes 6 9 23 27
Total expenses 87 93 298 342
Income (loss) before extraordinary
item 1,110 1 1,075 (52)
Extraordinary loss on early
extinguishment of debt 50 -- 50 --
Net income (loss) $ 1,060 $ 1 $ 1,025 $ (52)
Net income (loss) allocated to
general partner $ 48 $ -- $ 48 $ (1)
Net income (loss) allocated to
limited partners 1,012 1 977 (51)
$ 1,060 $ 1 $ 1,025 $ (52)
Net income (loss) per limited
partnership unit:
Income (loss) before
extraordinary item $ 92.63 $ 0.09 $ 89.57 $(4.45)
Extraordinary loss 4.28 -- 4.28 --
$ 88.35 $ 0.09 $ 85.29 $(4.45)
Distribution per limited
partnership unit $121.78 $ -- $121.78 $ --
See Accompanying Notes to Financial Statements
c)
DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
Limited
Partnership General Limited
Units Partner Partners Total
Original capital contributions 11,500 $ 1 $11,500 $11,501
Partners' (deficit) capital at
December 31, 1998 11,455 $ (49) $ 649 $ 600
Net income for the nine months
ended September 30, 1999 -- 48 977 1,025
Partners' (deficit) capital at
September 30, 1999 11,455 $ (1) $ 1,626 $ 1,625
See Accompanying Notes to Financial Statements
d)
DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1999 1998
Cash flows from operating activities:
Net income (loss) $ 1,025 $ (52)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation 101 107
Amortization of lease commissions and loan costs 18 19
Gain on sale of property (1,144) --
Extraordinary loss on early extinguishment of debt 50 --
Change in accounts:
Receivables and deposits (54) (20)
Other assets 11 (35)
Accounts payable -- (3)
Tenant security deposit liabilities (7) (1)
Accrued property taxes -- 27
Other liabilities 24 (13)
Net cash provided by operating activities 24 29
Cash flows from investing activities:
Property improvements and replacements (3) (63)
Proceeds from sale of property 2,718 --
Net cash provided by (used in) investing
activities 2,715 (63)
Cash flows from financing activities:
Payments on mortgage note payable (26) (28)
Repayment of mortgage note payable (1,163) --
Prepayment penalty (36) --
Net cash used in financing activities (1,225) (28)
Net increase (decrease) in cash and cash equivalents 1,514 (62)
Cash and cash equivalents at beginning of period 79 129
Cash and cash equivalents at end of period $ 1,593 $ 67
Supplemental disclosure of cash flow information:
Cash paid for interest $ 59 $ 73
See Accompanying Notes to Financial Statements
e)
DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements of Drexel Burnham Lambert Real
Estate Associates (the "Partnership" or "Registrant") 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 DBL Properties Corporation ("DBL"
or the "General Partner"), 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, 1999,
are not necessarily indicative of the results that may be expected for the
fiscal year ending December 31, 1999. 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, 1998.
The financial statements include the significant costs that are estimated to be
incurred during the terminating stage of the Partnership. The General Partner
anticipates dissolving the Partnership and distributing any remaining assets of
the Partnership.
NOTE B - TRANSFER OF CONTROL
On October 1, 1998, Insignia Financial Group, Inc., the sole shareholder of IFGP
Corporation, completed its merger with and into Apartment Investment and
Management Company ("AIMCO"), a publicly traded real estate investment trust,
with AIMCO being the surviving corporation (the "Insignia Merger"). As a result
of the Insignia Merger, AIMCO acquired control of IFGP Corporation and, as a
result thereof, the General Partner. The General Partner does not believe that
this transaction will have a material effect on the affairs and operations of
the Partnership.
NOTE C - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership activities.
The Partnership Agreement provides for certain payments to affiliates for
services and reimbursements of certain expenses incurred by affiliates on behalf
of the Partnership.
The following transactions with affiliates of the General Partner were incurred
during the nine months ended September 30, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in
operating expense) $ -- $ 14
Reimbursement for services of affiliates
(included in general and administrative
expense) 18 22
During the nine months ended September 30, 1998, affiliates of the General
Partner were entitled to varying percentages of gross receipts from the
Partnership's commercial property as compensation for providing property
management services. These services were performed by affiliates of the General
Partner for the nine months ended September 30, 1998, and totaled approximately
$14,000. Effective October 1, 1998 (the effective date of the Insignia Merger),
these services for the commercial property were performed by an unrelated party.
An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $18,000 and $22,000 for the
nine months ended September 30, 1999 and 1998, respectively.
NOTE D - SEGMENT REPORTING
Description of the types of products and services from which each reportable
segment derives its revenues:
The Partnership has one reportable segment: commercial properties. The
Partnership's commercial property segment consisted of one office/warehouse
complex in the Southeast. On September 9, 1999 this property was sold to an
unrelated party (see "Note E" for further discussion). Prior to this date the
Partnership leased space to tenants for terms that were typically twelve months
or longer.
Measurement of segment profit or loss:
The Partnership evaluates performance based on net income. The accounting
policies of the reportable segment are the same as those of the Partnership as
described in the Partnership's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1998.
Segment information for the nine months ended September 30, 1999 and 1998, is
shown in the tables below (in thousands). The "Other" column includes
Partnership administration related items and income and expense not allocated to
the reportable segment.
1999 Commercial Other Totals
Rental income $ 228 $ -- $ 228
Interest income -- 1 1
Gain on sale of property 1,144 -- 1,144
Interest expense 73 -- 73
Depreciation 101 -- 101
General and administrative expense -- 48 48
Extraordinary loss on early
extinguishment of debt 50 -- 50
Segment income (loss) 1,072 (47) 1,025
Total assets 108 1,571 1,679
Capital expenditures for investment
properties 3 -- 3
1998 Commercial Other Totals
Rental income $ 288 $ -- $ 288
Interest income -- 2 2
Interest expense 80 -- 80
Depreciation 107 -- 107
General and administrative expense -- 28 28
Segment loss (26) (26) (52)
Total assets 1,818 50 1,868
Capital expenditures for investment
properties 63 -- 63
NOTE E - SALE OF PROPERTY
On September 9, 1999 the Partnership sold Wendover Business Park Phase I
("Wendover I") to an unaffiliated third party for net proceeds of approximately
$1,555,000 after payoff of the first mortgage and payment of closing costs. The
Partnership realized a gain of approximately $1,144,000 on the sale during the
third quarter of 1999. The Partnership also realized a loss on the early
extinguishment of debt encumbering the property of approximately $50,000 during
the third quarter of 1999 consisting of a prepayment penalty and the write off
of unamortized loan costs.
The sales transactions are summarized as follows (amounts in thousands):
Sale price, net of selling costs $ 2,718
Real estate (1) (1,532)
Net other assets (42)
Gain on sale of real estate $ 1,144
(1) Net of accumulated depreciation of approximately $1,699,000.
The following unaudited pro forma information reflects the operations of the
Partnership for the nine months ended September 30, 1999 and 1998, as if
Wendover I had been sold on January 1, 1998 (in thousands).
1999 1998
Revenues $ 1 $ 2
Expenses 51 28
Net loss $ (50) $ 26
Net loss per limited partnership unit $(4.28) $(2.27)
This pro forma data is not necessarily reflective of the results that actually
would have occurred if the sale had been in effect as of and for the periods
presented.
NOTE F - SUBSEQUENT EVENT
In October 1999, the Partnership declared and paid a cash distribution of
approximately $1,395,000 to the limited partners, approximately $121.78 per
limited partnership unit, representing proceeds from the sale of Wendover I.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and other filings with the Securites
and Exchange Commission made by the Partnership from time to time. The
discussion of the Partnership's business and results of operations, including
forward-looking statements pertaining to such matters, does not take into
account the effects of any changes to the Partnership's business and results of
operation. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.
Capital Resources and Liquidity
On September 9, 1999 the Partnership sold its only remaining property, Wendover
Business Park Phase I ("Wendover I"), to an unaffiliated third party for net
proceeds of approximately $1,555,000 after payoff of the first mortgage and
payment of closing costs. The Partnership realized a gain of approximately
$1,144,000 on the sale during the third quarter of 1999. The Partnership also
realized a loss on the early extinguishment of debt encumbering the property of
approximately $50,000 during the third quarter of 1999 consisting of a
prepayment penalty and the write off of unamortized loan costs.
The financial statements include the significant costs that are estimated to be
incurred during the terminating stage of the Partnership. The General Partner
anticipates dissolving the Partnership and distributing any remaining assets of
the Partnership.
At September 30, 1999, the Partnership had cash and cash equivalents of
approximately $1,593,000 as compared to approximately $67,000 at September 30,
1998. For the nine months ended September 30, 1999, cash and cash equivalents
increased approximately $1,514,000 from the Partnership's year ended December
31, 1998. The increase in cash and cash equivalents is due to approximately
$2,715,000 of cash provided by investing activities and approximately $24,000 of
cash provided by operating activities which was partially offset by
approximately $1,225,000 of cash used in financing activities. Cash provided by
investing activities consists primarily of proceeds from the sale of Wendover I.
Cash used in financing activities consists of payments of principal made and the
repayment of the mortgage encumbering Wendover I and a prepayment penalty on the
early extinguishment of the mortgage. The Partnership invests its working
capital reserves in a money market account.
No distributions were made during the nine months ended September 30, 1999 or
1998. In October 1999, the Partnership declared a cash distribution of
approximately $1,395,000 to the limited partners, approximately $121.78 per
limited partnership unit representing proceeds from the sale of Wendover I.
Results of Operations
The Partnership's net income for the nine months ended September 30, 1999, was
approximately $1,025,000 as compared to a net loss of $52,000 for the nine
months ended September 30, 1998. For the three months ended September 30, 1999
and 1998, the Partnership's net income was approximately $1,060,000 and $1,000,
respectively. The increase in net income for both the three and nine month
periods is primarily attributable to the gain on sale of Wendover Business Park
I ("Wendover I") in September 1999. Excluding the Wendover I sale, the
Partnership realized a loss before extraordinary item of approximately $34,000
and $69,000 for the three and nine month periods ended September 30, 1999,
respectively. The increase in net loss is the result of decreased total revenue
and increased total expenses. The decrease in total revenue is primarily due to
decreased rental income as a result of an increase in bad debt expense. The
increase in total expenses is primarily due to an increase in general and
administrative expense which is due to an increase in professional fees. This
was partially offset by a decrease in operating expenses. Operating expenses
decreased due to a decrease in maintenance expenses. The decrease in
maintenance expense is primarily due to the completion of parking lot and
exterior building repairs during the nine months ended September 30, 1998. The
Partnership also recognized an extraordinary loss on the early extinguishment of
debt during the nine months ended September 30, 1999 (see below for further
discussion).
Included in general and administrative expenses at both September 30, 1999 and
1998, are management reimbursements to the General Partner allowed under the
Partnership Agreement. In addition, costs associated with the quarterly and
annual communications with investors and regulatory agencies and the annual
audit required by the Partnership Agreement are included.
Year 2000 Compliance
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the General Partner and its affiliates for management and
administrative services ("Managing Agent"). Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made, or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the main computer system used by the Managing Agent became fully
functional. In addition to the main computer system, PC-based network servers,
routers and desktop PCs were analyzed for compliance. The Managing Agent has
begun to replace each of the non-compliant network connections and desktop PCs
and, as of September 30, 1999, had virtually completed this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date.
Computer Software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
In April 1999 the Managing Agent embarked on a data center consolidation project
that unifies its core financial systems under its Year 2000 compliant system.
The estimated completion date for this project is October 1999.
During 1998, the Managing agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at
all properties, is $200,000, and the implementation and testing process was
completed in June 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded virtually all of the server operating systems.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally.
A pre-assessment of the properties by the Managing Agent has indicated virtually
no Year 2000 issues. A complete, formal assessment of all the properties by the
Managing Agent was virtually completed by September 30, 1999. Any operating
equipment that is found non-compliant will be repaired or replaced.
The total cost incurred for all properties managed by the Managing Agent as of
September 30, 1999 to replace or repair the operating equipment was
approximately $75,000. The Managing Agent estimates the cost to replace or
repair any remaining operating equipment is approximately $125,000.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within its enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent has banking relationships with three major financial
institutions, all of which have designated their compliance. The Managing Agent
has updated data transmission standards with all of the financial institutions.
All financial institutions have communicated that they are Year 2000 compliant
and accordingly no accounts were required to be moved from the existing
financial institutions.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date, the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.9 million ($0.7 million expenses
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.
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:
Current report on Form 8-K dated September 9,
1999, and filed on September 23, 1999,
disclosing the sale of Wendover I Business
Park to SB Orchard, LLC.
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.
DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES
By: DBL Properties Corporation
Its General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
and Controller
Date:
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Drexel
Burnham Lambert Real Estate Associates 1999 Third Quarter 10-QSB and is
qualified in its entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000700951
<NAME> DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 1,593
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,679
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,625
<TOTAL-LIABILITY-AND-EQUITY> 1,679
<SALES> 0
<TOTAL-REVENUES> 1,373
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 298
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 73
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> (50)
<CHANGES> 0
<NET-INCOME> 1,025
<EPS-BASIC> 85.29<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
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