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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
Commission file number 0-11890
VISTA PROPERTIES
(Exact name of registrant as specified in its charter)
California 13-3179078
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
411 West Putnam Avenue Greenwich, CT 06830
(Address of principal executive offices)
(203) 862-7000
(Registrant's telephone number, including area code)
NONE
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by checkmark 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 [ ]
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<PAGE>
VISTA PROPERTIES
(A limited partnership)
FORM 10-Q - JUNE 30, 1996
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
BALANCE SHEETS - June 30, 1996 and December 31, 1995
STATEMENTS OF OPERATIONS - For the three months ended June 30, 1996 and
1995 and the six months ended June 30, 1996 and 1995
STATEMENT OF PARTNERS' DEFICIT - For the six months ended June 30, 1996
STATEMENTS OF CASH FLOWS - For the six months ended June 30, 1996
and 1995
NOTES TO FINANCIAL STATEMENTS
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
VISTA PROPERTIES
(A limited partnership)
BALANCE SHEETS
June 30, December 31,
1996 1995
------------- -------------
<S> <C> <C>
ASSETS
Real estate, net ............................. $ 98,092,064 $ 115,705,376
Receivables and other assets ................. 10,216,788 9,896,778
Cash and cash equivalents .................... 1,803,572 2,404,119
------------- -------------
$ 110,112,424 $ 128,006,273
============= =============
LIABILITIES AND PARTNERS' DEFICIT
Liabilities
Deferred interest payable .................... $ 108,524,197 $ 119,017,721
Mortgage loans payable ....................... 99,160,000 120,520,000
Due to affiliates ............................ 1,895,073 1,717,574
Accounts payable and accrued expenses ........ 872,678 691,829
Prepaid rents ................................ 326,457 505,664
------------- -------------
Total liabilities ....................... 210,778,405 242,452,788
------------- -------------
Commitments and contingencies
Partners' deficit
Limited partners' deficit (92,810 units issued (98,134,831) (111,777,560)
and outstanding)
General partners' deficit .................... (2,531,150) (2,668,955)
------------- -------------
Total partners' deficit ................. (100,665,981) (114,446,515)
------------- -------------
$ 110,112,424 $ 128,006,273
============= =============
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
VISTA PROPERTIES
(A limited partnership)
STATEMENTS OF OPERATIONS
For the three months ended For the six months ended
June 30, June 30,
---------------------------- ----------------------------
1996 1995 1996 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues
Rental income ................................................. $ 5,305,419 $ 6,486,667 $ 10,380,933 $ 12,566,393
Interest income ............................................... 15,790 30,758 37,925 55,225
Other income .................................................. 273,176 -- 273,226 1,050
------------ ------------ ------------ ------------
5,594,385 6,517,425 10,692,084 12,622,668
------------ ------------ ------------ ------------
Costs and expenses
Mortgage loan interest expense ................................ 3,853,590 5,025,356 8,904,078 10,043,113
Operating expenses ............................................ 2,064,519 1,958,664 4,050,507 3,896,633
Depreciation and amortization ................................. 1,245,373 1,417,754 2,640,113 2,835,508
Ground rent ................................................... 175,000 507,599 350,000 1,015,199
Property management fees ...................................... 161,278 228,035 297,499 357,716
Administrative expenses ....................................... 58,893 29,458 98,551 58,911
------------ ------------ ------------ ------------
7,558,653 9,166,866 16,340,748 18,207,080
------------ ------------ ------------ ------------
(1,964,268) (2,649,441) (5,648,664) (5,584,412)
Gain on disposition of property, net ............................... 31,573 -- 19,429,198 --
------------ ------------ ------------ ------------
Net (loss) income .................................................. $ (1,932,695) $ (2,649,441) $ 13,780,534 $ (5,584,412)
============ ============ ============ ============
Net (loss) income attributable to
Limited partners .............................................. $ (1,913,368) $ (2,622,947) $ 13,642,729 $ (5,528,568)
General partners .............................................. (19,327) (26,494) 137,805 (55,844)
------------ ------------ ------------ ------------
$ (1,932,695) $ (2,649,441) $ 13,780,534 $ (5,584,412)
============ ============ ============ ============
Net (loss) income per unit of limited partnership
interest (92,810 units outstanding) ........................... $ (20.62) $ (28.26) $ 147.00 $ (59.57)
============ ============ ============ ============
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
VISTA PROPERTIES
(A limited partnership)
STATEMENT OF PARTNERS' DEFICIT
General Limited Total
Partners' Partners' Partners'
Deficit Deficit Deficit
------------- ------------- ------------
<S> <C> <C> <C>
Balance, January 1, 1996 .......... $ (2,668,955) $(111,777,560) $(114,446,515)
------------- ------------- -------------
Net income for the six months ended
June 30, 1996 ................. 137,805 13,642,729 13,780,534
------------- ------------- -------------
Balance, June 30, 1996 ............ $ (2,531,150) $ (98,134,831) $(100,665,981)
============= ============= =============
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
VISTA PROPERTIES
(A limited partnership)
STATEMENTS OF CASH FLOWS
For the six months ended
June 30,
----------------------------
1996 1995
------------ ------------
<S> <C> <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
Cash flows from operating activities
Net income (loss) .............................. $ 13,780,534 $ (5,584,412)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities
Gain on disposition of property, net .... (19,429,198) --
Deferred mortgage interest .............. 3,960,534 4,011,200
Depreciation and amortization ........... 2,640,113 2,835,508
Straight-line adjustment for stepped
lease rentals ........................ (185,175) (728,308)
Changes in assets and liabilities
Receivables and other assets ................ (343,023) 26,753
Due to affiliates ........................... 177,499 220,902
Accounts payable and accrued expenses ....... 180,849 47,672
Prepaid rents ............................... (179,207) --
------------ ------------
Net cash provided by operating activities 602,926 829,315
------------ ------------
Cash flows from investing activities
Proceeds from disposition of property, net ..... 306,573 --
Capital improvements to real estate ............ (1,510,046) (453,264)
------------ ------------
Net cash used in investing activities ... (1,203,473) (453,264)
------------ ------------
Net (decrease) increase in cash and cash equivalents (600,547) 376,051
Cash and cash equivalents, beginning of period ...... 2,404,119 2,809,266
------------ ------------
Cash and cash equivalents, end of period ............ $ 1,803,572 $ 3,185,317
============ ============
Supplemental disclosure of cash flow information
Interest paid .................................. $ 4,943,544 $ 6,031,913
============ ============
Supplemental disclosure of noncash investing and financing activities
As discussed in Note 5, the Partnership's Florida property was foreclosed upon
in February 1996. As a result of this foreclosure action, $16,691,433 of real
estate, net and $35,814,058 of mortgage loans and deferred interest payable have
been removed from the accompanying balance sheet as of June 30, 1996.
</TABLE>
See notes to financial statements.
<PAGE>
VISTA PROPERTIES
(A limited partnership)
NOTES TO FINANCIAL STATEMENTS
1 INTERIM FINANCIAL INFORMATION
The summarized financial information contained herein is unaudited;
however, in the opinion of management, all adjustments (consisting only
of normal recurring accruals) necessary for the fair presentation of
such financial information have been included. The accompanying
financial statements, footnotes and discussions should be read in
conjunction with the financial statements, related footnotes and
discussions contained in the Vista Properties (the "Partnership")
annual report on Form 10-K for the year ended December 31, 1995. The
results of operations for the six months ended June 30, 1996 are not
necessarily indicative of the results to be expected for the full year.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Leases
The Partnership accounts for all of its leases under the operating
method. Under this method, revenue is recognized as rentals become due,
except for stepped leases where revenue from the lease is averaged over
the life of the lease.
Depreciation
Depreciation is computed using the straight-line method over the useful
life of the property, which is estimated to be 40 years for buildings
and 20 years for improvements. The cost of the buildings represents the
initial cost of the buildings to the Partnership plus acquisition and
closing costs. Repairs and maintenance are charged to operations as
incurred.
Impairment of assets
In March 1995, the Financial Accounting Standards Board issued
Statement #121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed of" ("SFAS #121"). The adoption of
the statement was required for fiscal years beginning after December
15, 1995. The Partnership implemented SFAS #121 beginning January 1,
1996. The implementation of SFAS #121 did not result in a write-down of
the Partnership's assets.
<PAGE>
Under SFAS #121 the initial test to determine if an impairment exists
is to compute the recoverability of the asset based on anticipated cash
flows (net realizable value) compared to the net carrying value of the
asset. If anticipated cash flows on an undiscounted basis are
insufficient to recover the net carrying value of the asset, an
impairment loss should be recognized, and the asset written down to its
estimated fair value. The fair value of the asset is the amount by
which the asset could be bought or sold in a current transaction
between willing parties, that is, other than in a forced or liquidation
sale. The net realizable value of an asset will generally be greater
than its fair value because net realizable value does not discount cash
flows to present value and discounting is usually one of the
assumptions used in determining fair value. The write-downs for
impairment do not affect the tax basis of the assets and the
write-downs are not included in the determination of taxable income or
loss.
Because the determination of both net realizable value and fair value
is based upon projections of future economic events such as property
occupancy rates, rental rates, operating cost inflation and market
capitalization rates which are inherently subjective, the amounts
ultimately realized at disposition may differ materially from the net
carrying value as of the balance sheet date. The cash flows used to
determine fair value and net realizable value are based on good faith
estimates and assumptions developed by management. Inevitably,
unanticipated events and circumstances may occur and some assumptions
may not materialize; therefore actual results may vary from our
estimate and the variances may be material. The Partnership may provide
additional losses in subsequent years if the real estate market or
local economic conditions change and such write-downs could be
material.
A write-down for impairment was not required for the six months ended
June 30, 1996 or 1995.
3 CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES
IR Vista Realty Corp., the Management General Partner, IR Acquisitions
Corp., the Acquisitions General Partner and Presidio Boram Corp., the
Associate General Partner, are wholly-owned subsidiaries of Presidio
Capital Corp. ("Presidio"). Affiliates of the general partners are also
engaged in businesses related to the acquisition and operation of real
estate. Presidio is also the parent of other corporations that are or
may be in the future engaged in businesses that may be in competition
with the Partnership. Accordingly, conflicts of interest may arise
between the Partnership and such other businesses. Effective January 1,
1996, Wexford Management Corp. (formerly Concurrency Management Corp.)
assigned its agreement to provide management and administrative
services to Presidio and its subsidiaries to Wexford Management LLC
("Wexford"). During the three and six months ended June 30, 1996,
reimbursable expenses to Wexford by the Partnership amounted to $11,001
and $22,002, respectively. Wexford is engaged to perform similar
services for other entities which may be in competition with the
Partnership.
<PAGE>
The Partnership has entered into a supervisory management agreement
with IR Vista Management Corp. ("Vista Management"), an affiliate of
the general partners, to perform certain functions relating to the
management of the properties of the Partnership. A portion of the
property management fees payable to Vista Management were paid to an
unaffiliated local management company which was engaged to provide
local property management for one of the Partnership's properties. For
the quarters ended June 30, 1996 and 1995, $161,278 and $228,035,
respectively, was earned for such services, of which $60,000 was paid
to the unaffiliated local management company for the quarters ended
June 30, 1996 and 1995. Fees are not charged for properties net leased
to tenants. The Management General Partner suspended payment of these
fees during 1991 in order to slow the depletion of the Partnership's
working capital reserve balance. The amount due to affiliates of
$1,895,073 at June 30, 1996 and $1,717,574 at December 31, 1995,
represents management fees payable to Vista Management for management
services.
The general partners are entitled to receive 1% of distributable cash
from the operations, sales, financing and working capital reserve
account, and an allocation of 1% of the net income or loss of the
Partnership. Such amounts allocated and distributed to the general
partners are apportioned 10% to the Management General Partner, 10% to
the Acquisitions General Partner and 80% to the Associate General
Partner.
For the quarter ended June 30, 1996 and 1995, the Management General
Partner, Acquisitions General Partner and Associate General Partner
were allocated net losses of $1,933, $1,933, and $15,461 and $2,649,
$2,649 and $21,196, respectively.
4 REAL ESTATE
Real estate is summarized as follows:
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
------------ ------------
<S> <C> <C>
Buildings and improvements ............ $147,537,074 $170,379,274
Accumulated depreciation .............. (49,445,010) (54,673,898)
------------ ------------
$ 98,092,064 $115,705,376
============ ============
</TABLE>
The net lease tenant at the Irving, Texas property, a three story
office building, assumed the lease after a default by the Partnership's
original tenant. The annual net lease rental was reduced to $459,000
from $776,000. Due to the soft market conditions in the Irving, Texas
area and the estimated net realizable value of the building, management
recorded a write-down for impairment of $3,000,000 during 1991.
Management has determined that no additional write-down for impairment
was required for the quarter ended June 30, 1996 or 1995.
<PAGE>
5 FORECLOSURE OF FLORIDA PROPERTY
On January 12, 1996, the Partnership entered into a Settlement
Agreement (the "Settlement Agreement") with AEW #2 Trust ("AEW") with
respect to a pending foreclosure of the mortgage loan made by AEW to
the Partnership in the original principal amount of $21,360,000 (the
"Loan"). The Loan was secured by a first mortgage lien on the leasehold
estate on a parcel of land located in Orange County, Florida, and the
improvements located thereon (the "Florida Property"), which had a
carrying value of $16,691,433 at the date of foreclosure.
The Loan became due and payable in accordance with its terms on October
26, 1995 and the Loan was not satisfied on such date. At November 30,
1995, the outstanding indebtedness of the Loan was comprised of the
principal amount of $21,360,000 plus accrued and unpaid interest
thereon in the amount of $14,454,058. The amount of such outstanding
indebtedness exceeded the fair market value of the Florida Property as
of such date and the Lender commenced an action to foreclose its
mortgage on December 7, 1995. A certificate of title was issued in
connection with such action on February 26, 1996.
Under the terms of the Settlement Agreement, AEW agreed to pay to the
Partnership a fee in the amount of $400,000 (the "Cooperation Payment")
and to bear all costs and expenses relating to the consummation of the
foreclosure action provided the Partnership agreed to cooperate with
AEW in connection with the foreclosure action. The Cooperation Payment
was released from escrow and paid to the Partnership on May 21, 1996
and amounted to approximately $307,000 after related expenses. As a
result of the above transaction, the Partnership recognized a gain from
the disposition of the Florida Property of $19,429,198 for the six
months ended June 30, 1996 ($207.25 per unit of limited partnership
interest).
6 MORTGAGE LOANS PAYABLE
The mortgage loan on the New York Property provides that the
Partnership may defer payment of some or all of the interest accrued on
the mortgage. However, deferral of such interest is conditional upon
(among other things) the Partnership not being in arrears in the
payment of sums owing under the mortgage by an amount greater than the
aggregate debt service required to be paid for the immediately
preceding eight-four month period. In August 1996, the Partnership
received notice from the mortgage lender that such arrearage threshold
had been exceeded and the entire amount of interest accrued for the
month of August, 1996 ($1,239,200) was due and payable in full by
September 1, 1996. To the extent that interest due is not paid in full,
a material monetary default would exist and the lender could exercise
all remedies available to it under the terms of the mortgage, including
a foreclosure of the New York Property. Although the Partnership does
not believe that the arrearage threshold has been exceeded, the
Partnership is at increased risk that the New York Property could be
foreclosed upon in the near term. Any such foreclosure would result in
adverse tax consequences to limited partners.
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
All cash flow from properties is currently applied to satisfy debt
service requirements. The Partnership uses working capital reserves
provided from the net proceeds of its initial public offering to pay
administrative expenses. As of June 30, 1996, such reserves amounted to
approximately $666,000. Administrative expenses for the three months
ended June 30, 1996 aggregated approximately $59,000. In addition, the
Management General Partner, at the time of the Partnership's original
offering of Units, was committed to make interest free loans to the
Partnership in order to enable the Partnership to satisfy working
capital requirements. Presidio has agreed to indemnify the Management
General Partner for any loss or expense sustained by the Management
General Partner with respect to a liability arising with respect to any
event occurring on or prior to April 10, 1995 up to a maximum amount of
$388,013 and subject to reduction as set forth below. Presidio's
indemnity would cover the Management General Partner's obligation to
make working capital loans to the Partnership. The Presidio indemnity
replaced promissory notes in the aggregate principal amount of $388,013
which had previously been contributed to the Management General Partner
by various subsidiaries of Presidio on account of claims filed by the
Management General Partner against Integrated in Integrated's Chapter
11 proceeding. The Presidio indemnity is subject to the allowance of
the claim against Integrated and, to the extent such claim is
disallowed or expunged, the indemnity of Presidio will be released in
whole or in part. As of June 30, 1996, the claim had not been allowed,
reduced or expunged.
The Partnership filed a Proof of Claim against Integrated Resources,
Inc. ("Integrated") in its Chapter 11 proceeding with respect to
certain potential and unliquidated claims and disputes involving
Integrated and its affiliates. These claims and disputes were resolved
and approved by the Bankruptcy Court on January 22, 1996, which
resulted in the Partnership receiving $272,605 of cash proceeds and
3,636 shares of XRC Corp. common stock in April, 1996.
The Partnership suspended payment of property management fees to an
affiliate of the Management General Partner in 1991 in order to slow
the depletion of the Partnership's working capital reserve balance. For
the six months ended June 30, 1996 $177,499 of fees were deferred due
to the suspension of property management fee payments.
With the exception of the Partnership's working capital reserves, cash
and cash equivalents for the six months ended June 30, 1996 were held
as short term investments prior to being applied to the operations of,
and the Partnership's mortgage obligation on, the New York property.
On November 15, 1984, the Partnership terminated its initial public
offering upon the final admission of limited partners. The net proceeds
to the Partnership for the 92,800 Units sold pursuant to the public
offering amounted to $41,040,800 (the gross proceeds of $46,400,000
less underwriting commissions and organization and offering expenses
aggregating $5,359,200).
<PAGE>
The Partnership owns the Texas property, which is net leased to Showbiz
Pizza Time, Inc., and the New York property, which is leased to
approximately 25 tenants. As of June 30, 1996, occupancy rates at the
Texas and New York properties were 100% and 97.86%, respectively. The
net lease of the Texas property expires in 1998. At the New York
property, one lease comprising 24% of the total square footage expires
in 1997. As of June 30, 1996, substantially all of the tenants at each
property are meeting their obligations and the expiring leases are
subject to renegotiation.
On January 12, 1996, the Partnership entered into the Settlement
Agreement with AEW with respect to a pending foreclosure of the
mortgage loan made by AEW to the Partnership in the original principal
amount of $21,360,000. The Loan was secured by a first mortgage lien on
the leasehold estate on a parcel of land located in Orange County,
Florida, and the improvements located thereon (the "Florida Property")
which had a carrying value of $16,691,433 at the date of foreclosure.
The Loan became due and payable in accordance with its term on October
26, 1995 and the Loan was not satisfied on such date. At November 30,
1995, the outstanding indebtedness of the Loan was comprised of the
principal amount of $21,360,000 plus accrued and unpaid interest
thereon in the amount of $14,454,058. The amount of such outstanding
indebtedness exceeded the fair market value of the Florida Property as
of such date and the Lender commenced an action to foreclose its
mortgage on December 7, 1995. A certificate of title was issued in
connection with such action on February 26, 1996.
Under the terms of the Settlement Agreement, AEW agreed to pay to the
Partnership a fee in the amount of $400,000 (the "Cooperation Payment")
and to bear all costs and expenses relating to the consummation of the
foreclosure action provided the Partnership agreed to cooperate with
AEW in connection with the foreclosure action. The Cooperation Payment
was released from escrow and paid to the Partnership on May 21, 1996
and amounted to approximately $307,000 after related expenses. As a
result of the above transaction, the Partnership recognized a gain from
the disposition of the Florida Property of $19,429,198 ($207.25 per
unit of limited partnership interest).
The Partnership can provide no assurance that it will be able to
refinance the mortgage encumbering the New York property if it is
called in 1998, or the mortgage encumbering the Texas Property upon its
maturity in 1998. If the Partnership is not able then to refinance or
negotiate an extension of such mortgages, the Partnership's interest in
the related properties would likely be foreclosed and the limited
partners would suffer adverse tax consequences. See the discussion
under the headings Treatment of Gain or Loss on Sale or Other
Disposition of Property and Tax Treatment of Mortgage Foreclosure at
pp. 72-73 of the Prospectus.
The mortgage loan on the New York Property provides that the
Partnership may defer payment of some or all of the interest accrued on
the mortgage. However, deferral of such interest is conditional upon
(among other things) the Partnership not being in arrears in the
payment of sums owing under the mortgage by an amount greater than the
aggregate debt service required to be paid for the immediately
preceding eight-four month period. In August 1996, the Partnership
received notice from the mortgage lender that such arrearage threshold
had been exceeded and the entire amount of interest accrued for the
<PAGE>
month of August, 1996 ($1,239,200) was due and payable in full by
September 1, 1996. To the extent that interest due is not paid in full,
a material monetary default would exist and the lender could exercise
all remedies available to it under the terms of the mortgage, including
a foreclosure of the New York Property. Although the Partnership does
not believe that the arrearage threshold has been exceeded, the
Partnership is at increased risk that the New York Property could be
foreclosed upon in the near term. Any such foreclosure would result in
adverse tax consequences to limited partners.
Real estate market
The Management General Partner believes that the real estate market has
not fully recovered from the adverse economic conditions of the 1980's
which caused a substantial decline in real estate values. Market values
have been slow to recover and technological changes are also occurring
which may reduce the office space needs of many users. These factors
may continue to reduce rental rates. As a result, the Partnership's
potential for realizing the full value of its investment in its
properties is at increased risk.
Impairment of assets
In March 1995, the Financial Accounting Standards Board issued
Statement #121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed of" ("SFAS #121"). The adoption of
the statement was required for fiscal years beginning after December
15, 1995. The Partnership implemented SFAS #121 beginning January 1,
1996. The implementation of SFAS #121 did not result in a write-down of
the Partnership's assets.
Under SFAS #121 the initial test to determine if an impairment exists
is to compute the recoverability of the asset based on anticipated cash
flows (net realizable value) compared to the net carrying value of the
asset. If anticipated cash flows on an undiscounted basis are
insufficient to recover the net carrying value of the asset, an
impairment loss should be recognized, and the asset written down to its
estimated fair value. The fair value of the asset is the amount by
which the asset could be bought or sold in a current transaction
between willing parties, that is, other than in a forced or liquidation
sale. The net realizable value of an asset will generally be greater
than its fair value because net realizable value does not discount cash
flows to present value and discounting is usually one of the
assumptions used in determining fair value. The write-downs for
impairment do not affect the tax basis of the assets and the
write-downs are not included in the determination of taxable income or
loss.
Because the determination of both net realizable value and fair value
is based upon projections of future economic events such as property
occupancy rates, rental rates, operating cost inflation and market
capitalization rates which are inherently subjective, the amounts
ultimately realized at disposition may differ materially from the net
carrying value as of June 30, 1996. The cash flows used to determine
fair value and net realizable value are based on good faith estimates
and assumptions developed by management. Inevitably, unanticipated
events and circumstances may occur and some assumptions may not
materialize; therefore actual results may vary from our estimate and
the variances may be material. The Partnership may provide additional
<PAGE>
losses in subsequent years if the real estate market or local economic
conditions change and such write-downs could be material.
The net lease tenant at the Texas property, a three story office
building, assumed the lease after a default by the Partnership's
original tenant. The annual net lease rental income was reduced to
$459,000 from $776,000. Due to the soft market conditions in the
Irving, Texas area and the estimated net realizable value of the
building, in 1991 management recorded a write-down for impairment of
$3,000,000. Management has determined that no additional write-down for
impairment was required for the quarter ended June 30, 1996 or 1995.
Results of operations
The Partnership experienced a net loss of $1,932,695 for the three
months ended June 30, 1996 compared to a net loss of $2,649,441 for the
same period in the prior year primarily due to a decrease in revenues
and expenses from the Florida Property that was foreclosed upon in
February 1996. The Partnership experienced net income of $13,780,534
for the six months ended June 30, 1996 compared to a net loss of
$5,584,412 for the same period in the prior year primarily due to a
gain on disposition from the foreclosed Florida Property mentioned
above and a decrease in revenues and expenses from the loss of this
property.
Revenues decreased to $5,594,385 for the three months ended June 30,
1996, from $6,517,425 for the same period in the prior year, primarily
as a result of the disposition of the Florida Property which resulted
in the loss of approximately $1.1 million of rental income. Revenues
decreased to $10,692,084 for the six months ended June 30, 1996, from
$12,622,668 for the same period in the prior year, primarily as a
result of the disposition of the Florida property which resulted in the
loss of approximately $1.9 million in rental income. This was partially
offset by other income of approximately $273,000 which represents cash
proceeds received in April, 1996 for Proof of Claims against Integrated
in its Chapter 11 proceeding which was resolved and approved by the
Bankruptcy Court in January 1996.
Expenses decreased to $7,558,653 for the three months ended June 30,
1996 from $9,166,866 for the same period in the prior year, primarily
as a result of mortgage loan interest expense savings of approximately
$935,000, ground rent expense savings of approximately $330,000 and
depreciation expense savings of approximately $150,000 due to the
disposition of the Florida Property. Expenses decreased to $16,340,748
for the six months ended June 30, 1996, from $18,207,080 for the same
period in the prior year primarily as a result of mortgage loan
interest expense savings of approximately $1,142,000, ground rent
expense savings of approximately $665,000 and depreciation expense
savings of approximately $305,000 due to the disposition of the Florida
Property which were slightly offset by an increase of approximately
$100,000 of depreciation expense for the New York Property due to fixed
asset additions and an increase of approximately $150,000 of operating
expenses primarily due to increased consulting fees for the New York
Property.
Inflation is not expected to have a material impact on the
Partnership's operations and financial position during its period of
ownership of its properties. However, leases at the New York property
generally have provisions which provide for rent increases to reflect
increases in certain operating expenses and real estate taxes.
<PAGE>
PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: None
(b) Reports on Form 8-K: None
<PAGE>
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.
VISTA PROPERTIES
By: IR Vista Realty Corp.
Management General Partner
Dated: August 14, 1996 By: /s/ Frederick Simon
-------------------
Frederick Simon
Director and President
(Principal Executive Officer)
Dated: August 14, 1996 By: /s/ Jay L. Maymudes
-------------------
Jay L. Maymudes
Vice President, Secretary and
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF THE JUNE 30, 1996 FORM 10Q OF VISTA PROPERTIES AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 1,803,572
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 110,112,424
<CURRENT-LIABILITIES> 1,199,135
<BONDS> 207,684,197
0
0
<COMMON> 0
<OTHER-SE> (100,665,981)
<TOTAL-LIABILITY-AND-EQUITY> 110,112,424
<SALES> 0
<TOTAL-REVENUES> 10,692,084
<CGS> 0
<TOTAL-COSTS> 4,050,507
<OTHER-EXPENSES> 3,386,163
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,904,078
<INCOME-PRETAX> (5,648,664)
<INCOME-TAX> 0
<INCOME-CONTINUING> 13,780,534
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,780,534
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
