<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended September 30, 1996
Commission file number 0-12523
JES PROPERTIES LIMITED PARTNERSHIP
------------------------------------------------------
(Exact name of registrant as specified in its charter)
SOUTH CAROLINA 57-0756362
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Post Office Box 10025, Federal Station
Greenville, South Carolina 29603
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (864) 675-6071
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Former name, former address and former fiscal year, if changed since last
report: N/A
- ------- ---
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 and (2) has been
subject to the filing requirements for the past 90 days.
Yes X No
---- ----
<PAGE> 2
JES Properties Limited Partnership
Index
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed balance sheet--September 30, 1996
Condensed statements of operations--Three months and nine months
ended September 30, 1996 and 1995
Condensed statements of cash flows--Nine months ended
September 30, 1996 and 1995
Notes to condensed financial statements--September 30, 1996
Report of independent auditors on review of interim financial
information
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
<PAGE> 3
Part I. Financial Statements
Item 1. Financial Statements (Unaudited)
JES Properties Limited Partnership
Condensed Balance Sheet (Unaudited)
September 30, 1996
<TABLE>
<S> <C>
ASSETS
Cash $ 1,007,440
===========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accrued commission expense $ 163,156
Accrued management fees 417
-----------
163,573
Partners' capital:
General partners 25,761
Limited partners 818,106
-----------
843,867
-----------
Total liabilities and capital $ 1,007,440
===========
</TABLE>
See accompanying notes.
<PAGE> 4
JES Properties Limited Partnership
Condensed Statements of Operations (Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
1996 1995 1996 1995
---------------------- -----------------------
<S> <C> <C> <C> <C>
Profit and interest income, less commission of
$163,156 in 1996 and 1995, recognized in
connection with sale of assets $836,844 $836,844 $836,844 $836,844
Other interest income 5,379 1,663 5,385 2,033
---------------------- -----------------------
842,223 838,507 842,229 838,877
Administrative expenses, including management
fees of $1,250 each quarter to the
general partners (1996 and 1995) 4,933 4,359 27,686 25,870
---------------------- -----------------------
Net income $837,290 $834,148 $814,543 $813,007
====================== =======================
Net income attributable to general
partners (1.5%) $ 12,559 $ 12,512 $ 12,218 $ 12,195
Net income attributable to limited
partners (98.5%) 824,731 821,636 802,325 800,812
---------------------- -----------------------
$837,290 $834,148 $814,543 $813,007
====================== =======================
Net income per limited partnership unit
(599,868 units) $ 1.37 $ 1.37 $ 1.34 $ 1.33
====================== =======================
</TABLE>
See accompanying notes.
<PAGE> 5
JES Properties Limited Partnership
Condensed Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30
1996 1995
----------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 814,543 $ 813,007
Increase in accrued commission expense 163,156 -
Increase in accrued management fees 417 -
----------------------------
Net cash provided by operating activities 978,116 813,007
FINANCING ACTIVITIES
Distributions paid (2,765) (801,668)
----------------------------
Increase in cash 975,351 11,339
Cash at beginning of period 32,089 24,434
----------------------------
Cash at end of period $ 1,007,440 $ 35,773
============================
</TABLE>
See accompanying notes.
<PAGE> 6
JES Properties Limited Partnership
Notes to Condensed Financial Statements (Unaudited)
September 30, 1996
1. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Rule 10-01 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, 1996 are not necessarily indicative of the results that may
be expected for the 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 year ended December 31,
1995.
2. INCOME TAXES
The entity has been treated as a partnership for income tax purposes.
Accordingly, no taxes are provided on income of the Partnership. Taxable
income or loss of the Partnership is reported in the income tax returns of its
partners.
3. SALE OF PARTNERSHIP ASSETS AND NOTE RECEIVABLE
In connection with the sale of its assets to Horsham Properties Limited, the
Partnership received cash of $3,800,000 and a $3,820,000 purchase money
promissory note ("the Note"). The Note earned interest at a stated rate of
6.97% per annum with interest only payments due on August 1, of 1988 through
1990. Pursuant to the terms of the Note, Horsham exercised its option to defer
the interest payments due on August 1, 1988, 1989 and 1990. Interest at 11.97%
per annum accrues on any deferred interest payment. On August 1, 1991 and
continuing each year on August 1 until the Note is paid in full, Horsham paid
the Partnership consecutive annual installments of $1,000,000 (or such lesser
sum as required to fully satisfy the Note), which shall be applied first to
interest currently due and payable, second to accrued but unpaid interest and
third to principal. On August 16, 1991 through 1995, the Partnership received
the first five $1,000,000 payments from Horsham. On August 19, 1996, the
Partnership received the sixth and final $1,000,000 payment from Horsham.
<PAGE> 7
JES Properties Limited Partnership
Notes to Condensed Financial Statements (Unaudited)(continued)
3. SALE OF PARTNERSHIP ASSETS AND NOTE RECEIVABLE (CONTINUED)
Profits related to the note receivable were deferred under the cost recovery
method of accounting for sales of real estate. Interest income on the note
receivable and amortization of the present value discount were credited to
deferred gross profit and interest expense on the unpaid sales commissions was
charged to deferred gross profit in accordance with the cost recovery method.
Sales commissions and related interest are payable only out of collections on
the note receivable. The sales commissions and related interest payable to the
General Partners from the first five payments received from Horsham have been
placed into an escrow account under the independent control of a bank pending
the resolution of the litigation described in Note 4. The sales commissions
from the sixth payment received from Horsham had not been paid as of
September 30, 1996.
Interest income on the Note was accrued at an imputed interest rate of 9.5% and
deferred in accordance with the cost recovery methods of accounting for sales
of real estate.
4. LITIGATION
On May 10, 1989, a group of 17 Limited Partners, derivatively on behalf of the
Partnership, filed a suit against the Partnership's General Partners and
Padmar, Inc. in the Court of Common Pleas, Greenville, South Carolina. The
plaintiffs allege, among other things, that the General Partners did not have
authority to consummate the sale to Horsham on August 18, 1987. All defendants
denied plaintiffs' allegations, and the General Partners, by counterclaim,
sought indemnification from the Partnership of their expenses and attorneys'
fees incurred in defense of the suit, which through September 30, 1996 are in
excess of $473,000.
On November 13, 1995, the South Carolina Court of Appeals affirmed the trial
court's finding that the General Partners lacked authority to consummate the
sale, but reduced the damages awarded by the lower court against the General
Partners and Padmar from $6,868,162 to $1,317,581. The defendants filed a
Petition for Certiorari with the South Carolina Supreme Court in May 1996
seeking to have that court review and reverse the Appellate Court's decision.
<PAGE> 8
JES Properties Limited Partnership
Notes to Condensed Financial Statements (Unaudited) (continued)
4. LITIGATION (CONTINUED)
On September 6, 1996, a proposed settlement agreement was entered into between
the plaintiffs and Fred M. Martin, one of the General Partners. Under the terms
of the agreement, Mr. Martin will convey and assign to the Partnership all of
his interest in the Partnership, commissions due or claimed to be due therefrom,
all fees earned or claimed to be due from the plaintiffs or Partnership, and any
other amounts due from the Partnership. Additionally, Mr. Martin will sign two
promissory notes for $100,000 each which will be due and payable to the
Partnership over a maximum of four years. In exchange, the plaintiffs will
release and satisfy their judgment against Mr. Martin. The plaintiffs also
requested the court to approve the reimbursement for their litigation costs
advanced for Partnership and attorney fees totaling $67,354. This proposed
settlement agreement was approved by the courts, subject to objection by a
limited partner. No objection was received and the settlement agreement was
considered effective October 4, 1996.
On November 11, 1996, the remaining defendants' petition for Certiorari with
the South Carolina Supreme Court was denied and the Appellate Court's decision
was upheld. Pursuant to this ruling, the accrued commissions of $163,156 at
September 30, 1996 will be placed in an escrow account held on behalf of the
limited partners.
<PAGE> 9
Independent Accountants' Review Report
The Partners
JES Properties Limited Partnership
We have reviewed the accompanying condensed balance sheet of JES Properties
Limited Partnership as of September 30, 1996, and the related condensed
statements of operations for the three-month and nine-month periods ended
September 30, 1996 and 1995, and the condensed statements of cash flows for the
nine-month periods ended September 30, 1996 and 1995. These financial
statements are the responsibility of the Partnership's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit in
accordance with generally accepted auditing standards, which will be performed
for the full year with the objective of expressing an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.
Based on our reviews, we are not aware of any material modifications that
should be made to the accompanying condensed financial statements referred to
above for them to be in conformity with generally accepted accounting
principles.
/s/ ERNST & YOUNG LLP
November 11, 1996
<PAGE> 10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
MANAGEMENT'S DISCUSSION AND ANALYSIS
Profit and interest income on the sale of assets are attributable to the
receipt of the sixth and final $1,000,000 note payment on the Partnership's
note receivable from Horsham.
REVIEW BY INDEPENDENT PUBLIC ACCOUNTANTS
The financial statements at September 30, 1996, and for the nine-month period
then ended, have been reviewed, prior to filing, by independent auditors, Ernst
& Young LLP, and their report is included herein.
<PAGE> 11
Part II. Other Information
Item 1. Legal Proceedings
On May 10, 1989, a group of 17 Limited Partners, derivatively on behalf of the
Partnership, filed a suit against the Partnership's General Partners and
Padmar, Inc. in the Court of Common Pleas, Greenville, South Carolina. The
plaintiffs allege, among other things, that the General Partners did not have
authority to consummate the sale to Horsham on August 18, 1987. All defendants
denied plaintiffs' allegations, and the General Partners, by counterclaim,
sought indemnification from the Partnership of their expenses and attorneys'
fees incurred in defense of the suit, which through September 30, 1996 are in
excess of $473,000.
On November 13, 1995, the South Carolina Court of Appeals affirmed the trial
court's finding that the General Partners lacked authority to consummate the
sale, but reduced the damages awarded by the lower court against the General
Partners and Padmar from $6,868,162 to $1,317,581. The defendants filed a
Petition for Certiorari with the South Carolina Supreme Court in May 1996
seeking to have that court review and reverse the Appellate Court's decision.
On September 6, 1996, a proposed settlement agreement was entered into between
the plaintiffs and Fred M. Martin, one of the General Partners. Under the terms
of the agreement, Mr. Martin will convey and assign to the Partnership all of
his interest in the Partnership, commissions due or claimed to be due therefrom,
all fees earned or claimed to be due from the plaintiffs or Partnership, and any
other amounts due from the Partnership. Additionally, Mr. Martin will sign two
promissory notes for $100,000 each which will be due and payable to the
Partnership over a maximum of four years. In exchange, the plaintiffs will
release and satisfy their judgment against Mr. Martin. The plaintiffs also
requested the court to approve the reimbursement for their litigation costs
advanced for Partnership and attorney fees totaling $67,354. This proposed
settlement agreement was approved by the courts, subject to objection by a
limited partner. No objection was received and the settlement agreement was
considered effective October 4, 1996.
On November 11, 1996, the remaining defendants' petition for Certiorari with
the South Carolina Supreme Court was denied and the Appellate Court's decision
was upheld. Pursuant to this ruling, the accrued commissions of $163,156 at
September 30, 1996 will be placed in an escrow account held on behalf of the
limited partners.
<PAGE> 12
Part II. Other Information (continued)
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
27 - Financial Data Schedule
(for SEC use only)
<PAGE> 13
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.
JES PROPERTIES LIMITED PARTNERSHIP
By: /s/ Kenneth R. Padgett, Jr.
--------------------------------------
Kenneth R. Padgett, Jr.
Managing General Partner
November 15, 1996
--------------------------------------
(Date)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
SEPTEMBER 30, 1996 FORM 10-QSB FOR JES PROPERTIES LIMITED PARTNERSHIP AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-QSB.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,007,440
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,007,440
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,007,440
<CURRENT-LIABILITIES> 163,573
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 843,867
<TOTAL-LIABILITY-AND-EQUITY> 1,007,440
<SALES> 0
<TOTAL-REVENUES> 842,229
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 27,686
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 814,543
<INCOME-TAX> 0
<INCOME-CONTINUING> 814,543
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 814,543
<EPS-PRIMARY> 1.34
<EPS-DILUTED> 0
</TABLE>
