FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. Securities And Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from.........to.........
Commission file number 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
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
Issuer's telephone number
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X . No .
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
MCCOMBS REALTY PARTNERS, LTD.
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands)
March 31, 1998
Assets
Cash and cash equivalents $ 414
Receivables and deposits 56
Restricted escrows 279
Other assets 144
Investment properties:
Land $ 499
Buildings and related personal property 5,409
5,908
Less accumulated depreciation (3,306) 2,602
$ 3,495
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 59
Tenant security deposit liabilities 23
Accrued property taxes 20
Other liabilities 62
Mortgage note payable 5,713
Partners' Capital (Deficit)
General partners $ 1
Limited partners (17,199.69 units
issued and outstanding) (2,383) (2,382)
$ 3,495
See Accompanying Notes to Consolidated Financial Statements
b)
MCCOMBS REALTY PARTNERS, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except for unit data)
Three Months Ended
March 31,
1998 1997
Revenues:
Rental income $ 314 $ 336
Other income 29 33
Total revenues 343 369
Expenses:
Operating 144 141
General and administrative 22 7
Depreciation 56 50
Interest 121 122
Property taxes 20 20
Total expenses 363 340
Net (loss) income $ (20) $ 29
Net (loss) income allocated to general
partners (1%) $ -- $ --
Net (loss) income allocated to limited
partners (99%) (20) 29
$ (20) $ 29
Net (loss) income per limited partnership unit $ (1.15) $ 1.67
See Accompanying Notes to Consolidated Financial Statements
c)
MCCOMBS REALTY PARTNERS, LTD.
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
(in thousands, except for unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Partners' capital (deficit)
at December 31, 1997 17,199.69 $ 1 $ (2,363) $ (2,362)
Net loss for the three
months ended March 31, 1998 -- -- (20) (20)
Partners' capital (deficit)
at March 31, 1998 17,199.69 $ 1 $ (2,383) $ (2,382)
See Accompanying Notes to Consolidated Financial Statements
d)
MCCOMBS REALTY PARTNERS, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
March 31,
1998 1997
Cash flows from operating activities:
Net (loss) income $ (20) $ 29
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation 56 50
Amortization of loan costs 5 5
Change in accounts:
Receivables and deposits (14) 72
Other assets 3 2
Accounts payable (19) (19)
Tenant security deposit liabilities (3) 2
Accrued property taxes 20 (56)
Other liabilities (16) (19)
Net cash provided by operating activities 12 66
Cash flows from investing activities:
Property improvements and replacements (17) (15)
Net deposits to restricted escrows (18) (17)
Net cash used in investing activities (35) (32)
Cash flows from financing activities:
Payments on mortgage note payable (14) (13)
Net cash used in financing activities (14) (13)
Net (decrease) increase in cash and cash equivalents (37) 21
Cash and cash equivalents at beginning of period 451 386
Cash and cash equivalents at end of period $ 414 $ 407
Supplemental disclosure of cash flow information:
Cash paid for interest $ 116 $ 117
See Accompanying Notes to Consolidated Financial Statements
e)
MCCOMBS REALTY PARTNERS, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A- GOING CONCERN
Under the Plan of Reorganization described in Item 2, McCombs Realty Partners,
Ltd. (the "Partnership") is required to pay claims to limited partners and
creditors of approximately $11,000,000 on October 20, 1998. This raises
substantial doubt about the Partnership's ability to continue as a going
concern. In order to attempt to satisfy the remaining claims under the Plan,
the Partnership would be required to sell the investment property. As an
alternative to the sale of the property the Partnership may attempt to obtain
authorization from the Court and the Limited Partners to extend the settlement
date of October 20, 1998 to a future period. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
NOTE B - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of the Partnership
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-QSB and
Article 310(b) of Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of CRPTEX, Inc. ("General
Partner"), all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three month period ended March 31, 1998 are not necessarily indicative of the
results that may be expected for the fiscal year ending December 31, 1998. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the annual report on Form 10-KSB for the year
ended December 31, 1997 for the Partnership.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE C - TRANSACTIONS WITH AFFILIATED PARTIES
Prior to February 25, 1998, the General Partner was a wholly-owned subsidiary of
MAE GP Corporation ("MAE GP"). Effective February 25, 1998, MAE GP was merged
into Insignia Properties Trust ("IPT"), which is an affiliate of Insignia
Financial Group, Inc. ("Insignia"). Thus, the General Partner is now a wholly-
owned subsidiary of IPT.
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all partnership activities.
The Partnership Agreement provides for certain payments to affiliates for
services and as reimbursement of certain expenses incurred by affiliates on
behalf of the Partnership.
The following amounts were paid to the General Partner and its affiliates during
the three month periods ended March 31, 1998 and 1997:
1998 1997
(in thousands)
Property management fees (included in operating expenses) $ 18 $ 18
Reimbursement for services from affiliates (included in
operating and general and administrative expenses) (1) 12 8
(1) Included in "Reimbursements for services from affiliates" for 1997 is
approximately $1,000 in reimbursements for construction oversight costs.
For the period of January 1, 1997 to August 31, 1997, the Partnership insured
its property under a master policy through an agency affiliated with the General
Partner with an 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 master policy. The agent assumed the financial obligations
to the affiliate of the General Partner, which received payment 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 was not significant.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in IPT,
with Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust. The closing, which is anticipated to happen in
the third quarter of 1998, is subject to customary conditions, including
government approvals and the approval of Insignia's shareholders. If the
closing occurs, AIMCO will then control the General Partner of the Partnership.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment property consists of one apartment complex. The
following table sets forth the average occupancy of the property for the three
month periods ended March 31, 1998 and 1997:
Average
Occupancy
Property 1998 1997
Lakewood at Pelham
Greenville, South Carolina 89% 91%
Results of Operations
The Partnership's net loss for the three months ended March 31, 1998 was
approximately $20,000 as compared to net income of approximately $29,000 for the
three months ended March 31, 1997. The decrease in net income is due to a
decrease in rental income and an increase in general and administrative
expenses. Rental income decreased as a result of the decrease in occupancy at
Lakewood at Pelham Apartments, despite an increase in rental rates. The
increase in general and administrative expenses can be attributed to an increase
in General Partner reimbursements and audit fees.
Included in operating expense for the three months ended March 31, 1998 is
approximately $9,000 of major repairs and maintenance primarily comprised of
major landscaping.
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 March 31, 1998, the Partnership held cash and cash equivalents of
approximately $414,000 versus approximately $407,000 at March 31, 1997. The net
decrease in cash and cash equivalents for the three months ended March 31, 1998
was approximately $37,000 as compared to a net increase of approximately $21,000
for the three months ended March 31, 1997. Net cash provided by operating
activities decreased due to the increase in net loss, as discussed above. Also
contributing to this decrease was an increase in receivables and deposits,
partially offset by an increase in accrued property taxes with both increases
related to the timing of payments. Net cash used in investing and financing
activities remained consistent for the three months ended March 31, 1998 and
1997.
The Partnership has no material capital programs scheduled to be performed in
1998 although certain routine capital expenditures and maintenance expenses have
been budgeted.
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, including satisfaction of
remaining claims related to the Partnership's Plan of Reorganization as
described below. No cash distributions were paid or declared during the three
months ended March 31, 1998 or 1997, and none are expected for the remainder of
1998.
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 priorities as of March 31, 1998:
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 of approximately $730,000 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
of approximately $9,818,000 on October 20, 1998;
5) Limited Partners who did not make additional capital contributions will
be paid one-third of existing capital contributions (one-third of
$1,200,000) on October 20, 1998.
All other claims noted in the Plan were settled on June 25, 1995 when the
Partnership refinanced the then outstanding mortgages encumbering the property.
Additionally, the Plan calls for the General Partner 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.
In order to attempt to satisfy the remaining claims under the Plan, the
Partnership would be required to sell the investment property, or as an
alternative, the Partnership may attempt to obtain authorization from the Court
and the Limited Partners to extend the settlement date of October 20, 1998 to a
future period. Additionally, the Partnership's mortgage indebtedness of
approximately $5,713,000 matures in July 2005, and would require a property sale
or refinancing at that time. However, there can be no assurance that these
courses of action will be successful and that the Partnership will have
sufficient funds to meet its obligations in 1998 or beyond.
Year 2000
The Partnership is dependent upon the General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The General Partner believes that with modifications to
existing software and conversions to new software, the Year 2000 Issue will not
pose significant operational problems for its computer systems. However, if such
modifications and conversions are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the
Partnership.
Other
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date
of this quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
b) Reports on Form 8-K:
None filed during the quarter ended March 31, 1998.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MCCOMBS REALTY PARTNERS, LTD.
By: CRPTEX, INC.
the General Partner
By: /s/ Carroll D. Vinson
Carroll D. Vinson
President
By: /s/ Robert D. Long, Jr.
Robert D. Long, Jr.
Vice President/CAO
Date: May 12, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
McCombs Realty Partners, Ltd. 1998 First Quarter 10-QSB and is qualified in
its entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000759198
<NAME> MCCOMBS REALTY PARTNERS, LTD.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 414
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 5,908
<DEPRECIATION> (3,306)
<TOTAL-ASSETS> 3,495
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 5,713
0
0
<COMMON> 0
<OTHER-SE> (2,382)
<TOTAL-LIABILITY-AND-EQUITY> 3,495
<SALES> 0
<TOTAL-REVENUES> 343
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 363
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 121
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (20)
<EPS-PRIMARY> (1.15)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
