FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(d)
(As last amended by 34-31905, eff. 4/26/93)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1996
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period.........to.........
Commission file number 0-14570
MCCOMBS REALTY PARTNERS LTD.
(Exact name of small business issuer as specified in its charter)
California 33-0068732
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Units of Limited Partnership Interest
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 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
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $1,483,000.
State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of December 31, 1996. Market value information for the
Registrant's partnership interests is not available. Should a trading market
develop for these interest, it is the General Partner's belief that such trading
would not exceed $25,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I
Item 1. Description of Business
McCombs Realty Partners Ltd. ("Partnership" or "Registrant") is a publicly-held
limited partnership organized under the California Uniform Limited Partnership
Act on June 22, 1984. The Partnership's Managing General Partner is CRPTEX,
Inc., a Texas Corporation ("the General Partner" and formerly known as Capital
Realty Group Properties, Inc.).
The Partnership sold 22,036 Limited Partnership units in the Partnership
("Units") for $11,018,000 in a public offering that began December 1984 and
ended December 1985. All of the net proceeds from that offering were expended
for the acquisition and operation of one apartment complex (Lakewood at Pelham)
(formerly known as Pelham Place) located in Greenville, South Carolina, as well
as office complexes (Airport Business Center and Crown Center) located in
Georgia and California. The properties and business matters relating to them
are described more fully herein in Part I, "Item 2. Description of Properties,"
the text of which is incorporated herein by reference.
The properties were purchased in 1985. Airport Business Center was foreclosed
upon by the lender in September 1987, and Crown Center was foreclosed upon by
the lender in April 1988. At December 31, 1996, the Partnership's sole property
was Lakewood at Pelham.
The Original General Partners of the Partnership were McCombs Corp., a
California corporation, EP Partners V, a California General Partnership (the
"Original General Partners").
The Original General Partners endorsed the General Partner (then called A.B.
Capital Properties, Inc.) to be the new General Partner of the Partnership, and
the General Partner solicited proxies from the Limited Partners of the
Partnership to approve the removal of the Original General Partners and the
admission of the new General Partner as the General Partner of the Partnership.
Upon a favorable vote in person and by proxy of Limited Partners holding at
least 51% of the outstanding Units and upon approval of the bankruptcy court in
December 1987, the General Partner was approved as the General Partner of the
Partnership. Upon final confirmation of the Plan of Reorganization (effective
January 26, 1989), the General Partner became General Partner of the Partnership
retroactively effective to January 1, 1988.
On September 21, 1994, Capital Realty Group, Corporation ("CRGC"), the parent of
the General Partner, entered into a Stock Purchase Agreement ("Agreement") with
Insignia Financial Group, Inc. ("Insignia") and several of its affiliates
whereby Metropolitan Asset Enhancement, L.P., an affiliate of Insignia,
purchased affiliates of CRCG including the General Partner of the Partnership.
Under the terms of the "Agreement", affiliates of Insignia commenced providing
property management and administrative services to the Partnership upon HUD
approval of the Agreement. The Agreement became effective November 30, 1994,
and the name of the General Partner of the Partnership was changed to CRPTEX,
Inc.
A further description of the Partnership's business is included in Management's
Discussion and Analysis or Plan of Operation included in "Item 6" of this Form
10-KSB.
The Partnership is engaged in the business of owning and operating income-
producing real properties such as apartment complexes and office buildings. As
of December 31, 1996, the Partnership owned one apartment complex in Greenville,
South Carolina.
The Registrant has no employees. Management and administrative services are
performed by the General Partner and affiliates. Since December 1, 1994, the
manager of the properties owned by the Partnership has been Insignia and its
affiliates. Insignia and its affiliates also provide accounting and
administrative services to the Partnership and receive a management fee for
services as set forth in and limited by the agreement governing the Partnership.
The real estate business in which the Partnership is engaged is highly
competitive and the Partnership is not a significant factor in this industry.
The Registrant's property is subject to competition from similar properties in
the vicinity in which the property is located. In addition, various limited
partnerships have been formed by the General Partner and/or its affiliates to
engage in business which may be competitive with the Registrant.
Item 2. Description of Properties
The following table sets forth the Registrant's investments in properties:
Date of
Property Purchase Type of Ownership Use
Lakewood at Pelham 01/85 Fee ownership subject Apartment
Greenville, South Carolina to first mortgage. 271 units
Schedule of Properties:
(dollar amounts in thousands)
Gross Federal
Carrying Accumulated Tax
Property Value Depreciation Rate Method Basis
Lakewood at Pelham
Greenville, South
Carolina $5,776 $3,040 3-25 S/L $2,279
See "Note A" to the financial statements in "Item 7" for a description of
Partnership's depreciation policy. Subsequent to December 31, 1995, the
partnership's investment property was renamed Lakewood on Pelham as part of an
overall repositioning of the property in the local marketplace.
Schedule of Mortgages:
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1996 Rate Amortized Date Maturity
<S> <C> <C> <C> <C> <C>
Lakewood at Pelham
1st mortgage $5,781 8.1% (1) 07/01/05 $5,151
</TABLE>
(1) The principal balance is amortized over 30 years with a balloon payment due
July 1, 2005.
Average annual rental rate and occupancy for 1996 and 1995 for each property:
Average Annual Average
Rental Rates Per Unit Occupancy
Property 1996 1995 1996 1995
Lakewood at Pelham $5,451 $4,814 92% 95%
The General Partner attributes the decrease in occupancy to the increase in
rental rates and increased competition in the local market during the year ended
December 31, 1996.
As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties of the partnership are subject to
competition from other residential apartment complexes in the area. The General
Partner believes that all of the properties are adequately insured. The
multifamily residential properties' lease terms are for one year or less. No
residential tenant leases 10% or more of the available rental space.
Real estate taxes and rates in 1996 for each property were (dollar amounts in
thousands):
1996 1996
Billing Rate
Lakewood at Pelham Apartments $ 75 .23
Item 3. Legal Proceedings
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature. The General Partner believes that all such matters are
adequately covered by insurance and will be resolved without a material adverse
effect upon the business, financial condition, statement of operations, or
liquidity of the Partnership.
Item 4. Submission of Matters to a Vote of Security Holders
During the fiscal year ended December 31, 1996, no matter was submitted to a
vote of security holders through the solicitation of proxies or otherwise.
PART II
Item 5. Market for the Registrant's Units of Limited Partnership and Related
Partner Matters
As of December 31, 1996, the number of holders of record of Limited Partnership
Units ("Units") was 1,262. No public trading market has developed for the
Units, and it is not anticipated that such a market will develop in the future.
No distributions were made in 1996 or 1995. At this time, management does not
anticipate a cash distribution during fiscal 1997. Future distributions will
depend on the levels of cash generated from operations, refinancings, property
sales, and the availability of cash reserves.
Item 6. Management's Discussion and Analysis or Plan of Operation
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.
Results of Operation
The Partnership's net loss as shown in the financial statements for the year
ended December 31, 1996, was approximately $62,000 versus net income of
approximately $180,000 for the same period in 1995. The increase in the net
loss for the period ended December 31, 1996, is primarily attributable to the
refinancing of Lakewood at Pelham on June 29, 1995, an increase in operating
expense and an increase in depreciation expense. As a result of the refinancing
during the second quarter of 1995, the Partnership recognized an extraordinary
gain on debt forgiveness of approximately $424,000. Operating expense increased
for the year ended December 31, 1996, due to increases in advertising and
salaries. Advertising expense has increased in order to offset the decreasing
trend in occupancy. Salary expense increased due to the hiring of additional
maintenance staff in 1996. Property improvements and replacements of
approximately $172,000 and approximately $218,000 for the years ended December
31, 1996 and 1995, respectively, resulted in an increase in depreciation
expense.
Offsetting the items noted above were decreases in interest expense, property
tax expense and loss on disposition of property and increases in rental income
and other income. The decrease in interest expense is due to a decrease in the
interest rate on the mortgage balance during the year ended December 31, 1996,
which resulted from the refinancing in June 1995. Property tax expense for the
year ended December 31, 1996, decreased as compared to the year ended December
31, 1995, due to an assessment of 1993 taxes that were paid in the first quarter
of 1995. Loss on disposition of property decreased due to the major roof
replacements performed in 1995. Rental income increased for the year ended
December 31, 1996, due to a rental rate increase in May 1995. Other income
increased for the year ended December 31, 1996, due to an increase in interest
income.
Included in maintenance expense in 1996 is approximately $56,000 of major
repairs and maintenance comprised of major landscaping, parking lot repairs,
exterior painting and exterior and interior building improvements.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of its investment property to assess the
feasibility of increasing rents, maintaining or increasing occupancy levels and
protecting the Partnership from increases in expense. As part of this plan, the
General Partner attempts to protect the Partnership from the burden of
inflation-related increases in expenses by increasing rents and maintaining a
high overall occupancy level. However, due to changing market conditions, which
can result in the use of rental concessions and rental reductions to offset
softening market conditions, there is no guarantee that the General Partner will
be able to sustain such a plan.
Liquidity and Capital Resources
At December 31, 1996, the Partnership had unrestricted cash of approximately
$386,000 compared to approximately $688,000 at December 31, 1995. Net cash
flows used in operating activities increased due to an increase in net loss as
discussed above, an increase in escrows for taxes and a decrease in accounts
payable. Net cash used in investing activities decreased as a result of a
decrease in purchases of property improvements and replacements which was
partially offset by an increase in net deposits to restricted escrows. Net cash
used in financing activities increased as a result of the debt refinancing of
Lakewood at Pelham in June 1995.
On June 29, 1995, the Partnership refinanced the four mortgages encumbering
Lakewood at Pelham Apartments. The total indebtedness refinanced was
approximately $5.7 million, net of discounts, which carried stated interest
rates from 0% to 10.5% with maturity dates ranging from June 1995 to October
1998. The new mortgage indebtedness of approximately $5.8 million carries a
stated interest rate of 8.1% and is amortized over 30 years with a balloon
payment due July 1, 2005. As a result of the refinancing, the Partnership
recognized an extraordinary gain on the forgiveness of debt of approximately
$424,000.
The Partnership has no material capital programs scheduled to be performed in
1997, although certain routine capital expenditures and maintenance expenses
have been budgeted. These capital expenditures and maintenance expenses will be
incurred only if cash is available from operations; is received from the capital
reserve account; or from cash and cash equivalents on hand.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Partnership. Such assets are currently thought
to be sufficient for any near-term needs of the Partnership. The mortgage
indebtedness of approximately $5,781,000 has a maturity date of July 1, 2005, at
which time the property will be sold or the debt refinanced. Future cash
distributions will depend on the level of net cash generated from operations,
sale of the property, and the availability of cash reserves. No cash
distributions were recorded in 1996 or 1995.
Item 7. Financial Statements
MCCOMBS REALTY PARTNERS LTD.
LIST OF FINANCIAL STATEMENTS
Report of Independent Auditors'
Consolidated Balance Sheet - December 31, 1996
Consolidated Statements of Operations - Years ended December 31, 1996 and 1995
Consolidated Statements of Changes in Partners' Capital (Deficit) - Years ended
December 31, 1996 and 1995
Consolidated Statements of Cash Flows - Years ended December 31, 1996 and 1995
Notes to Consolidated Financial Statements
Report of KPMG Peat Marwick LLP, Independent Auditors
Independent Auditors' Report
The Partners
McCombs Realty Partners, Ltd.:
We have audited the accompanying consolidated balance sheet of McCombs Realty
Partners, Ltd. as of December 31, 1996, and the related consolidated statements
of operations, changes in partners' capital (deficit) and cash flows for each of
the years in the two year period ended December 31, 1996. These consolidated
financial statements are the responsibility of the partnership's management.
Our responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of McCombs Realty
Partners, Ltd. as of December 31, 1996, and the results of its operations and
its cash flows for each of the years in the two year period ended December 31,
1996, in conformity with generally accepted accounting principles.
/s/KPMG Peat Marwick LLP
February 14, 1997
MCCOMBS REALTY PARTNERS, LTD.
CONSOLIDATED BALANCE SHEET
December 31, 1996
(in thousands)
Assets
Cash:
Unrestricted $ 386
Restricted--tenant security deposits 31
Accounts receivable 25
Escrow for taxes 81
Restricted escrows 189
Other assets 172
Investment properties:
Land $ 499
Buildings and related personal property 5,277
5,776
Less accumulated depreciation (3,040) 2,736
$ 3,620
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 35
Tenant security deposits 27
Other liabilities 150
Mortgage note payable 5,781
Partners' Capital (Deficit)
General partner $ 1
Limited partners (22,036 units
issued and outstanding) (2,374) (2,373)
$ 3,620
See Accompanying Notes to Consolidated Financial Statements
MCCOMBS REALTY PARTNERS, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1996 1995
Revenues:
Rental income $1,336 $ 1,267
Other income 147 103
Total revenues 1,483 1,370
Expenses:
Operating 490 438
General and administrative 55 62
Maintenance 205 205
Depreciation 190 166
Interest 529 583
Property taxes 76 91
Loss on disposition of property -- 69
Total expenses 1,545 1,614
Loss before extraordinary items (62) (244)
Extraordinary gain on forgiveness of debt -- 424
Net (loss) income $ (62) $ 180
Net (loss) income allocated to general
partner (1%) $ (1) $ 2
Net (loss) income allocated to limited
partners (99%) (61) 178
$ (62) $ 180
Per limited partnership unit:
Loss before extraordinary items $(2.77) $(10.93)
Extraordinary gain on forgiveness of debt -- 19.03
Net (loss) income per limited partnership unit $(2.77) $ 8.10
See Accompanying Notes to Consolidated Financial Statements
MCCOMBS REALTY PARTNERS, LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
YEARS ENDED DECEMBER 31, 1996 AND 1995
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
<S> <C> <C> <C> <C>
Partners' capital (deficit)
at December 31, 1994 22,036 $ -- $(2,491) $(2,491)
Net income for the year
ended December 31, 1995 2 178 180
Partners' capital (deficit)
at December 31, 1995 22,036 2 (2,313) (2,311)
Net loss for the year
ended December 31, 1996 (1) (61) (62)
Partners' capital (deficit)
at December 31, 1996 22,036 $ 1 $(2,374) $(2,373)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
MCCOMBS REALTY PARTNERS, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1996 1995
Cash flows from operating activities:
Net (loss) income $ (62) $ 180
Adjustments to reconcile net (loss) income to net
cash (used in) provided by operating activities:
Depreciation 190 166
Amortization of debt discounts and loan costs 19 103
Extraordinary gain on forgiveness of debt -- (424)
Loss on disposition of property -- 69
Change in accounts:
Restricted cash (3) 3
Accounts receivable (15) (9)
Escrow for taxes (79) 1
Other assets (2) (5)
Accounts payable (140) 138
Tenant security deposit liabilities 2 (1)
Other liabilities 79 51
Net cash (used in) provided by operating
operating activities (11) 272
Cash flows from investing activities:
Property improvements and replacements (172) (218)
Deposits to restricted escrows (69) (121)
Withdrawals from restricted escrows -- 84
Net cash used in investing activities (241) (255)
Cash flows from financing activities:
Payments on mortgage notes payable (50) (35)
Repayment of mortgage notes payable -- (5,163)
Proceeds of mortgage note payable -- 5,850
Loan costs -- (193)
Net cash (used in) provided by
financing activities (50) 459
Net (decrease) increase in cash (302) 476
Cash at beginning of year 688 212
Cash at end of year $ 386 $ 688
Supplemental disclosure of cash flow information:
Cash paid for interest $ 470 $ 513
See Accompanying Notes to Consolidated Financial Statements
McCOMBS REALTY PARTNERS, LTD.
Notes to Consolidated Financial Statements
Note A - Organization and Significant Accounting Policies
Organization: McCombs Realty Partners, Ltd., a California Limited Partnership
("Partnership"), was formed on June 22, 1984, for the purpose of acquiring and
operating certain real properties. The Partnership commenced operations in
January 1985 when a minimum of 2,400 ($1,200,000) Limited Partnership units had
been subscribed and issued. The Partnership will be dissolved on December 31,
2030, or earlier under certain circumstances. The Partnership operates one
apartment property located in Greenville, South Carolina.
Under the Partnership Agreement, the maximum liability of the Limited Partners
is the amount of their capital contributions. There were 22,036 Limited
Partnership units outstanding at December 31, 1996 and 1995, each representing a
capital contribution of $500 for a cumulative capital investment of $11,018,000.
No additional capital contribution is required from any Limited Partner under
the Partnership Agreement.
Plan of Reorganization: On March 9, 1987, the original General Partners, on
behalf of the Partnership, filed a voluntary petition under Chapter 11 of the
Federal Bankruptcy Code in U.S. Bankruptcy Court, Central District Court of
California (Court). The Partnership continued as Debtor-In-Possession to
operate its business in the ordinary course subject to control of the Court
until the Court confirmed the Partnership's Plan of Reorganization (Plan)
effective October 25, 1988. The Plan was approved by all required classes of
creditors.
The Plan provides for the following claim priority:
1) First, all creditors, except Class 12 creditors ($23,100), will be
satisfied;
2) Limited Partners, both original and substitute, who made additional
capital contributions will be paid claims in the amount of the
additional contributions on October 20, 1998;
3) Class 12 creditors will be paid claims aggregating $23,100 on October
20, 1998;
4) Limited Partners who made additional capital contributions and who were
original Limited Partners will be paid existing capital contributions
on October 20, 1998;
5) Limited Partners who did not make additional capital contributions will
be paid one-third of existing capital contributions on October 20,
1998.
Additionally, the Plan calls for CRPTEX to make a capital contribution of
$14,500 and loan or expend an additional $117,500 on behalf of the Partnership
on an as needed basis. The Partnership received the $14,500 capital
contribution but has not required the additional $117,500.
Allocation of Income, Gains and Losses: Partnership income, gains and losses are
generally allocated 98% to the Limited Partners, 1% to the General Partner,
CRPTEX, Inc., ("CRPTEX"), a Texas corporation, and 1% to a special Limited
Partner interest, which percentage has subsequently been transferred to CRPTEX.
Losses are not allocated to CRPTEX's General Partner capital balance or the
special Limited Partner capital balance, if the allocation of loss creates a
negative capital balance.
Notwithstanding the above allocations, gains from the sale or other disposition
of Partnership properties are allocated first to the General Partner to the
extent distributions of sale or refinancing proceeds (as defined) are received;
next, to partners with deficit balances in their capital accounts and,
thereafter, to the partners in an amount equal to their pro rata share of the
total capital balance.
Net (loss) income per Limited Partnership unit is based on the number of Limited
Partnership units outstanding (22,036 in 1996, and 1995) and the net (loss)
income allocated to the Limited Partners in accordance with the Partnership
Agreement as amended by the Plan of Reorganization.
Allocation of Cash Distributions: Prior to the effective date of the
Partnership's Plan of Reorganization (October 25, 1988) cash available for
distribution (as defined in the Partnership Agreement) was distributed 90% to
the Limited Partners and 1% to the General Partner for their interest in profits
and losses and 9% to the General Partner as a partnership management fee, which
was considered an expense of the Partnership. The General Partner was not to
receive the 9% partnership management fee during any year in which the Limited
Partners did not receive cash distributions equal to 4% per annum on their
adjusted capital contributions. Adjusted capital contributions are defined as
original capital contributed, less distributions constituting a return of unused
capital or cash proceeds from the sale or refinancing of Partnership properties.
In accordance with the Plan of Reorganization, CRPTEX waived the subordinated
Partnership management fee in return for the ability to receive real estate
commissions that are not subordinated to the cumulative return (as defined in
the Partnership Agreement). During the continuing operations of the
Partnership, if all transfers contemplated by the Plan of Reorganization are
being made and there exists cash available for distribution, as defined in the
Partnership Agreement, CRPTEX shall receive 1% of same as a Partnership
administration fee.
Net proceeds from the sale or refinancing of the Partnership's properties will
be distributed in cash to the Limited Partners who made additional capital
contributions pursuant to the Partnership's Plan of Reorganization until
distributions equal the additional capital contributions. Next, the Limited
Partners who made additional capital contributions and who are original Limited
Partners will receive distributions equal to their capital contributions. Next,
the Limited Partners who did not make additional capital contributions will
receive distributions equal to one-third of their existing capital contribution.
Thereafter, 16% of the remaining proceeds shall be distributed to CRPTEX and 84%
to the Limited Partners.
Notwithstanding the above, the Plan of Reorganization provides that, in
connection with distributions resulting from the sale or refinancing of the
Partnership's properties, 1% of each such distribution that would otherwise be
paid to the Limited Partners and 1% of each such distribution that would
otherwise be paid to the special Limited Partner interest will be paid to
CRPTEX.
In order to increase the Partnership's cash reserves to a level sufficient to
meet anticipated liquidity requirements, CRPTEX has not authorized any
distributions to the partners during the years ended December 31, 1996 and 1995.
Principles of Consolidation: The Partnership's financial statements include the
accounts of Pelham Place, L.P., a South Carolina limited partnership, as of
December 31, 1996. Pelham Place, L.P. is the limited partnership which holds
title to Lakewood at Pelham (formerly known as Pelham Place Apartments). Pelham
Place, L.P. is wholly-owned by the Partnership. All intercompany transactions
have been eliminated.
Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Investment Properties: In the fourth quarter of 1995 the Partnership adopted
"Statement of Financial Accounting Standards No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,"
which requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount. The impairment loss is measured by comparing the fair value of
the asset to its carrying amount. The effect of adoption was not material as
this property was not considered impaired in 1995 or 1996.
Depreciation: Depreciation is determined using the straight-line method over
the estimated useful lives of the apartment properties and related personal
property. For Federal income tax purposes, the accelerated cost recovery method
is used (1) for real property over 18 years for additions after March 15, 1984,
and before May 9, 1985, and 19 years for additions after May 8, 1985, and before
January 1, 1987, and (2) for personal property over 5 years for additions prior
to January 1, 1987. As a result of the Tax Reform Act of 1986, for additions
after December 31, 1986, the modified accelerated cost recovery method is used
for depreciation of (1) real property additions over 27 1/2 years, and (2)
personal property additions over 7 years. Effective generally for property
placed in service on or after May 13, 1993, the Revenue Reconciliation Act of
1993 increases the depreciation period from 31.5 to 39 years, although
transition rules apply to property placed in service before 1994.
Leases: The Partnership generally leases apartment units for twelve-month terms
or less. The Partnership recognizes income as earned on leases. In addition,
the General Partner finds it necessary to offer rental concessions during
particularly slow months or in response to heavy competition from other similar
complexes in the area. Concessions are charged to expense as incurred.
Loan Costs: Loan costs of approximately $193,000 and accumulated amortization
of approximately $29,000 are included in other assets and are being amortized on
a straight-line basis over the life of the loans.
Cash and Cash Equivalents:
Unrestricted - Unrestricted cash includes cash on hand and in banks and in
money market funds. At certain times, the amount of cash deposited at a bank
may exceed the limit on insured deposits.
Restricted cash - tenant security deposits - The Partnership requires
security deposits from lessees for the duration of the lease. Deposits are
refunded when the tenant vacates, provided the tenant has not damaged its space
and is current on its rental payments.
Advertising: The Partnership expenses the costs of advertising as incurred.
Advertising expense, included in operating expenses, was approximately $28,000
and $20,000 for the years ended December 31, 1996 and 1995, respectively.
Fair Value: In 1995, the Partnership implemented "Statement of Financial
Accounting Standards No. 107, Disclosure about Fair Value of Financial
Instruments," which requires disclosure of fair value information about
financial instruments for which it is practicable to estimate that value. The
carrying amount of the Partnership's cash and cash equivalents, restricted
deposits, and financial instruments included in other assets and accounts
payable and other liabilities, are reasonable estimates of fair value due to
their short-term nature. The Partnership estimates the fair value of its fixed
rate mortgages by discounted cash flow analysis, based on estimated borrowing
rates currently available to the Partnership.
Restricted Escrows:
Repair and Remediation Reserve - At the time of the refinancing of Lakewood
at Pelham mortgage notes payable in 1995, $92,250 of the proceeds were
designated for a repair and remediation reserve for certain deferred
maintenance. At December 31, 1996, the balance remaining in the escrow was
$92,250. Upon completion of the scheduled deferred maintenance, any excess
funds will be returned for property operations.
Escrow for Taxes: These funds are held by the Partnership and are
designated for the payment of real estate taxes.
Reclassifications: Certain reclassifications have been made to the 1995
information to conform to the 1996 presentation.
Note B - Mortgage Notes Payable
The principal terms of mortgage notes payable are as follows (dollar amounts in
thousands):
Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
Property 1996 Interest Rate Date Maturity
Lakewood at Pelham
1st mortgage $ 5,781 $ 43 8.1% 07/01/05 $ 5,151
On June 29, 1995, the Partnership refinanced the four mortgages encumbering
Pelham Place Apartments. The total indebtedness refinanced was approximately
$5,702,000, net of discounts which carried stated interest rates from 0% to
10.5% with maturity dates ranging from September 1995 to October 1998. The new
mortgage indebtedness of $5,850,000 carries a stated interest rate of 8.1% and
is amortized over 30 years with a balloon payment due July 1, 2005. As a result
of the refinancing, the Partnership recognized an extraordinary gain on
forgiveness of debt of approximately $424,000.
Scheduled principal payments of mortgage notes payable subsequent to December
31, 1996, are as follows (in thousands):
1997 $ 54
1998 58
1999 63
2000 68
2001 74
Thereafter 5,464
$5,781
The approximate fair value of the mortgage notes payable is $6,069,000 at
December 31, 1996. This estimation is not necessarily indicative of the amounts
the Partnership may pay in actual market transactions.
Note C - Income Taxes
The Partnership has received a ruling from the Internal Revenue Service that it
will be classified as a partnership for Federal income tax purposes.
Accordingly, no provision for income taxes is made in the financial statements
of the Partnership. Taxable income or loss of the Partnership is reportable in
the income tax returns of its partners.
The following is a reconciliation of reported net loss and Federal taxable loss
(in thousands, except per unit data):
1996 1995
Net income (loss) as reported $ (62) $ 180
Add (deduct):
Amortization of present value discounts -- 221
Depreciation and amortization (228) (232)
Forgiveness of debt -- (356)
Other (27) 33
Federal taxable loss $ (317) $ (154)
Federal taxable loss per limited
partnership unit $(14.38) $(6.91)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of partners' capital (deficit) (in thousands):
1996 1995
Total partner's deficit - financial
statement basis $(2,373) $(2,311)
Current year tax basis net loss over
financial statement net income (loss) (255) (334)
Cumulative tax basis net loss over
differences
financial statement net income (loss) 169 165
Total partner's deficit - federal
income tax basis $(2,797) $(2,480)
Note D - 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 payments to affiliates for services and
as reimbursement of certain expenses incurred by affiliates on behalf of the
Partnership. Fees paid to Insignia Financial Group, Inc. and its affiliates in
1996 and 1995 are as follows (in thousands):
Years Ended December 31,
1996 1995
Property management fees $71 $68
Reimbursement for services from affiliates (1) 36 42
(1) Included in "reimbursements for services from affiliates" for 1996 is
approximately $1,000 in reimbursements for construction oversight costs.
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the General Partner. An affiliate of the General
Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the current year's master policy. The current agent assumed the
financial obligations to the affiliate of the General Partner, who receives
payments on these obligations from the agent. The amount of the Partnership's
insurance premiums accruing to the benefit of the affiliate of the General
Partner by virtue of the agent's obligations is not significant.
Note E - Real Estate and Accumulated Depreciation
Investment Property
(in thousands)
Initial Cost
To Partnership
Cost
Buildings Capitalized
and Related (Written Down)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
Lakewood at Pelham
Greenville, South Carolina $5,781 $ 695 $6,730 $(1,649)
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Gross Amount at Which Carried
At December 31, 1996
Buildings
And
Related
Personal Accumulated Date of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C> <C>
Lakewood at Pelham
Greenville, South Carolina $499 $5,277 $ 5,776 $ 3,040 1980 01/85 3-25
</TABLE>
Reconciliation of "Real Estate and Accumulated Depreciation" (in thousands):
Years Ended December 31,
1996 1995
Investment Properties
Balance at beginning of year $5,604 $5,645
Property improvements 172 218
Disposals of property -- (259)
Balance at End of Year $5,776 $5,604
Accumulated Depreciation
Balance at beginning of year $2,850 $2,873
Additions charged to expense 190 166
Disposals of property -- (189)
Balance at end of year $3,040 $2,850
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1996 and 1995 is approximately $8,444,000 and approximately
$8,628,000, respectively. The accumulated depreciation taken for Federal income
tax purposes at December 31, 1996 and 1995 is approximately $6,165,000 and
approximately $5,759,000, respectively.
Note F - Contingencies
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature. The General Partner believes that all such matters are
adequately covered by insurance and will be resolved without a material adverse
effect upon the business, financial condition, statement of operations, or
liquidity of the Partnership.
PART III
Item 8.Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Item 9.Directors, Executive Officers, Promotors and Control Persons; Compliance
with Section 16(a) of the Exchange Act
The Partnership has no directors or officers. The names of the directors and
executive officers of CRPTEX, Inc. (formerly Capital Realty Group Properties,
Inc.), the Partnership's General Partner, and an affiliate of Metropolitan Asset
Enhancement, L.P., ("MAE")as of December 31, 1996, their ages and the nature of
all positions with CRPTEX, Inc. presently held by them are as follows:
Name Age Position
Carroll D. Vinson 56 President
Robert D. Long, Jr. 29 Controller and Principal
Accounting Officer
William H. Jarrard, Jr. 50 Vice President
John K. Lines 37 Vice President and
Secretary
Kelley M. Buechler 39 Assistant Secretary
Carroll D. Vinson has been President of the General Partner since December 1994
and President of the MAE subsidiaries since August 1994. Prior to that, during
1993 to August 1994, Mr. Vinson was affiliated with Crisp, Hughes & Co.
(regional CPA firm) and engaged in various other investment and consulting
activities. Briefly, in early 1993, Mr. Vinson served as President and Chief
Executive Officer of Angeles Corporation, a real estate investment firm. From
1991 to 1993, Mr. Vinson was employed by Insignia in various capacities
including Managing Director-President during 1991.
Robert D. Long, Jr. has been Controller and Principal Accounting Officer of the
General Partner since December 1994 and Principal Accounting Officer and
Controller of the MAE subsidiaries since February 1994. Prior to joining
Metropolitan Asset Enhancement, L.P., and subsidiaries, he was an auditor for
the State of Tennessee and was associated with the accounting firm of Harshman
Lewis and Associates.
William H. Jarrard, Jr. Managing Director - Partnership Administration of
Insignia since January 1991. Mr. Jarrard served as Managing Director -
Partnership Administration and Asset Management from July 1994 until January
1996.
John K. Lines, Esquire has been Secretary of the General Partner since December
1994, General Counsel of Insignia since June 1994, and General Counsel and
Secretary of Insignia since July 1994. From May 1993 until June 1994, Mr. Lines
was the Assistant General Counsel and Vice President of Ocwen Financial
Corporation in West Palm Beach, Florida. From October 1991 until April 1993,
Mr. Lines was a Senior Attorney with Banc One Corporation in Columbus, Ohio.
From May 1984 until October 1991, Mr. Lines was employed as an Associate
Attorney with Squire Sanders & Dempsey in Columbus, Ohio.
Kelley M. Buechler has been Assistant Secretary of the General Partner since
December 1994 and Assistant Secretary of Insignia since January 1991. During
the five years prior to joining Insignia in 1991, she served in a similar
capacity for U.S. Shelter.
Item 10. Executive Compensation
No enumeration was paid to the General Partner nor any of its directors and
officers during the year ended December 31, 1996.
Item 11. Security Ownership of Certain Beneficial Owners and Management
(a) Security ownership of certain beneficial owners.
No person owns of record or is known by the Partnership to own
beneficially more than 5% of the outstanding Interests of the
Partnership as of December 31, 1996.
(b) Security ownership of management.
No partners of McCombs Realty Partners, Ltd. or officers or directors of
CRPTEX, Inc., the General Partner of the Partnership, own any Limited
Partnership Interests in the Partnership.
No general partners, officers or directors of the General Partners of
the Partnerships possess the right to acquire a beneficial ownership of
Interests of either of the Partnerships.
Item 12. Certain Relationships and Related Transactions
The General Partner received no cash distributions from operations as General or
Limited Partners during or with respect to, the fiscal year ended December 31,
1996. See "Item 1. Description of Business," "Item 10. Executive Compensation"
and "Item 11. Security Ownership of Certain Beneficial Owners and Management"
for a discussion of transactions with the General Partners. See also " Note D -
Transactions with Affiliated Parties" in Notes to Financial Statements included
in "Item 7."
The Registrant has a property management agreement with Insignia Residential
Group, L.P. pursuant to which Insignia Residential Group, L.P. has assumed
direct responsibility for day-to-day management of the Partnership's
properties. This service includes the supervision of leasing, rent collection,
maintenance, budgeting, employment of personnel, payment of operating expenses,
etc. Insignia Residential Group, L.P. receives a property management fee equal
to 5% of apartment revenues. During the fiscal year ended December 31, 1996, the
property manager received approximately $71,000 in fees for property management.
Item 13. Exhibits and Report 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 filed during the fourth quarter of 1996:
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
MCCOMBS REALTY PARTNERS, LTD.
BY: CRPTEX, Inc.
General Partner
By: /s/ Carroll D. Vinson
Carroll D. Vinson
President
Date: March 18, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant, in the capacities and on the dates indicated below.
CRPTEX, Inc.
By: /s/Carroll D. Vinson President
Carroll D. Vinson
By: /s/Robert D. Long, Jr. Controller
Robert D. Long, Jr. (Principal Accounting
Officer)
EXHIBIT INDEX
Exhibit
10(a) Mortgage and Security Agreement dated June 29, 1995 between Pelham
Place, L.P. and First Union National Bank of North Carolina, securing
Pelham Place Apartments, is incorporated by reference to Exhibit
10JJ(a) of the Registrant's Quarterly Report on Form 10-QSB for the
Quarter ended June 30, 1995.
(b) Promissory Note dated June 29, 1995 between Pelham Place, L.P., a
South Carolina limited partnership, and First Union National Bank of
North Carolina, a national banking association, is incorporated by
reference to Exhibit 10JJ(b) to the Registrant's Quarterly Report on
Form 10-QSB for the Quarter ended June 30, 1995.
(c) Assignment of Leases and Rents dated June 29, 1995 between Pelham
Place, L.P., and First Union National Bank of North Carolina, securing
Pelham Place Apartments, is incorporated by reference to Exhibit
10JJ(c) to the Registrant's Quarterly Report on Form 10-QSB for the
Quarter ended June 30, 1995.
(d) Agreement of Limited Partnership for Pelham Place, L.P. between Pelham
Place, GP, a South Carolina limited partnership, is incorporated by
reference to Exhibit 28A to the Registrant's Quarterly Report on Form
10-QSB for the Quarter ended June 30, 1995.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from McCombs
Realty Partners Ltd. 1996 Year-End 10-KSB and is qualified in its entirety by
reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000759198
<NAME> MCCOMBS REALTY PARTNERS LTD.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 386
<SECURITIES> 0
<RECEIVABLES> 25
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 5,776
<DEPRECIATION> (3,040)
<TOTAL-ASSETS> 3,620
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 5,781
0
0
<COMMON> 0
<OTHER-SE> (2,373)
<TOTAL-LIABILITY-AND-EQUITY> 3,620
<SALES> 0
<TOTAL-REVENUES> 1,483
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,545
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 529
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (62)
<EPS-PRIMARY> (2.77)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
