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 September 30, 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
(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.)
55 Beattie Place
P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
Issuer's telephone number
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the 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
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands)
September 30, 1998
Assets
Cash and cash equivalents $ 358
Receivables and deposits 98
Restricted escrows 316
Other assets 133
Investment properties:
Land $ 499
Buildings and related personal property 5,432
5,931
Less accumulated depreciation (3,418) 2,513
$ 3,418
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 7
Tenant security deposit liabilities 19
Accrued property taxes 60
Other liabilities 69
Mortgage note payable 5,684
Partners' Capital (Deficit)
General partner $ 1
Limited partners (17,199.69 units
issued and outstanding) (2,422) (2,421)
$ 3,418
See Accompanying Notes to Consolidated Financial Statements
b)
MCCOMBS REALTY PARTNERS
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except for unit data)
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
Revenues:
Rental income $ 328 $ 348 $ 949 $ 1,037
Other income 31 32 104 96
Total revenues 359 380 1,053 1,133
Expenses:
Operating 160 142 458 443
General and administrative 17 20 65 49
Depreciation 56 52 168 154
Interest 120 121 361 365
Property taxes 20 20 60 60
Total expenses 373 355 1,112 1,071
Net (loss) income $ (14) $ 25 $ (59) $ 62
Net (loss) income allocated
to general partners (1%) $ -- $ -- $ -- $ --
Net (loss) income allocated
to limited partners (99%) (14) 25 (59) 62
$ (14) $ 25 $ (59) $ 62
Net (loss) income per
limited partnership unit $ (.81) $ 1.45 $ (3.43) $ 3.60
See Accompanying Notes to Consolidated Financial Statements
c)
MCCOMBS REALTY PARTNERS
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
(in thousands, except for unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
<S> <C> <C> <C> <C>
Partners' capital (deficit)
at December 31, 1997 17,199.69 $ 1 $ (2,363) $ (2,362)
Net loss for the nine months
ended September 30, 1998 -- -- (59) (59)
Partners' capital (deficit)
at September 30, 1998 17,199.69 $ 1 $ (2,422) $ (2,421)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
d)
MCCOMBS REALTY PARTNERS
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1998 1997
Cash flows from operating activities:
Net (loss) income $ (59) $ 62
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation 168 154
Amortization of loan costs 14 14
Change in accounts:
Receivables and deposits (56) 32
Other assets 5 (6)
Accounts payable (71) (26)
Tenant security deposit liabilities (7) 2
Accrued property taxes 60 (16)
Other liabilities (9) (3)
Net cash provided by operating activities 45 213
Cash flows from investing activities:
Property improvements and replacements (40) (52)
Net deposits to restricted escrows (55) (54)
Net cash used in investing activities (95) (106)
Cash flows from financing activities:
Payments on mortgage note payable (43) (40)
Net cash used in financing activities (43) (40)
Net (decrease) increase in cash and cash equivalents (93) 67
Cash and cash equivalents at beginning of period 451 386
Cash and cash equivalents at end of period $ 358 $ 453
Supplemental disclosure of cash flow information:
Cash paid for interest $ 347 $ 350
See Accompanying Notes to Consolidated Financial Statements
e)
MCCOMBS REALTY PARTNERS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A- GOING CONCERN
Under the Plan of Reorganization described in Item 2, McCombs Realty Partners
(the "Partnership") was 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 could 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 limited partners were approached in August 1998 and asked to
either approve a sale of the Partnership's sole investment property or for the
General Partner to petition the Bankruptcy Court for an extension of the
settlement date. The required fifty percent response was not received. The
General Partner is continuing to see that the Partnership operates its business
in the ordinary course while it evaluates the best course of action to follow.
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"), a wholly owned subsidiary of Insignia Properties Trust ("IPT") (see
Note D), all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three and nine month periods ended September 30, 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.
Principles of Consolidation
The Partnership's consolidated financial statements include the accounts of
Pelham Place, L.P. which is the limited partnership which holds title to
Lakewood at Pelham. The Partnership ultimately owns a 100% beneficial interest
in Pelham Place, L.P. and, accordingly, is consolidated. All intercompany
transactions have been eliminated.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE C - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all partnership activities.
The Partnership Agreement provides for certain payments to affiliates for
services and as reimbursement of certain expenses incurred by affiliates on
behalf of the Partnership.
The following transactions with the General Partner and its affiliates were
incurred during the nine months ended September 30, 1998 and 1997:
1998 1997
(in thousands)
Property management fees (included in operating expenses) $ 55 $ 57
Reimbursement for services from affiliates (included in
operating and general and administrative expenses) (1) 41 24
(1) Included in "Reimbursements for services from affiliates" for 1998 and
1997 is approximately $1,000 and $2,000, respectively, 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.
NOTE D - TRANSFER OF CONTROL - SUBSEQUENT EVENT
On October 1, 1998, Insignia Financial Group, Inc. completed its merger with and
into Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result of the Insignia Merger, AIMCO acquired control
of the General Partner. In addition, AIMCO also acquired approximately 51% of
the outstanding common shares of beneficial interest of IPT. Also, effective
October 1, 1998, IPT and AIMCO entered into an Agreement and plan of Merger
pursuant to which IPT is to be merged with and into AIMCO or a subsidiary of
AIMCO (the "IPT Merger"). The IPT Merger requires the approval of the holders
of a majority of the outstanding IPT Shares. AIMCO has agreed to vote all of
the IPT Shares owned by it in favor of the IPT Merger and has granted an
irrevocable limited proxy to unaffiliated representatives of IPT to vote the IPT
Shares acquired by AIMCO and its subsidiaries in favor of the IPT Merger. As a
result of AIMCO's ownership and its agreement, the vote of no other holder of
IPT is required to approve the merger. The General Partner does not believe
that this transaction will have a material effect on the affairs and operations
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
average occupancy of Lakewood at Pelham Apartments for the nine month periods
ended September 30, 1998 and 1997 was 90% and 95%, respectively. The decrease
in occupancy at Lakewood at Pelham for the nine months ended September 30, 1998
in comparison to the same period in 1997 is attributable to the overbuilding of
new apartments in the Greenville, South Carolina market. Additionally,
construction of a new office park adjacent to the property has somewhat affected
the aesthetic value of the complex. However, average occupancy for the nine
months ended September 30, 1998 remains close to the market average.
Results of Operations
The Partnership's net loss for the nine months ended September 30, 1998 was
approximately $59,000 as compared to net income of approximately $62,000 for the
corresponding period of 1997. The Partnership's net loss for the three month
period ended September 30, 1998 was approximately $14,000 versus net income of
approximately $25,000 for the corresponding period in 1997. The decrease in net
income for the nine months ended September 30, 1998 is primarily due to a
decrease in rental income and increases in operating, general and
administrative, and depreciation expenses. Rental income decreased as a result
of the decrease in occupancy at Lakewood at Pelham Apartments, despite an
increase in the average rental rate. The increase in operating expense can be
attributed to an increase in ordinary maintenance costs related to interior
repairs in 1998. The decrease in net income for the three month period ended
September 30, 1998 compared to the same period of 1997 is primarily attributable
to the decrease in rental income and increase in operating expense as previously
described. General and administrative expense increased primarily due to
increases in reimbursements associated with the administration of the
partnership. Depreciation expense increased due to approximately $100,000 of
capital improvements and replacements at the property over the last twelve
months.
Included in operating expense for the nine months ended September 30, 1998 is
approximately $10,000 of major repairs and maintenance primarily comprised of
landscaping costs. Included in operating expense for the nine months ended
September 30, 1997 is approximately $8,000 of major repairs and maintenance
primarily comprised of exterior building repairs and golf cart costs.
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 September 30, 1998, the Partnership held cash and cash equivalents of
approximately $358,000 versus approximately $453,000 at September 30, 1997. The
net decrease in cash and cash equivalents for the nine months ended September
30, 1998 was approximately $93,000 compared to a net increase of approximately
$67,000 for the nine months ended September 30, 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 and a decrease in accounts payable, partially offset by an increase in
accrued property taxes, all of which were related to the timing of receipts and
payments. Net cash used in investing and financing activities remained
consistent for the nine month periods ended September 30, 1998 and 1997.
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, and to comply with federal, state and local legal and
regulatory requirements. Such assets are currently not sufficient to meet the
short-term needs of the Partnership. No cash distributions were paid or
declared during the nine months ended September 30, 1998 or 1997, and none are
expected for the remainder of 1998.
On March 9, 1987, the original general partners of the Partnership, 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 September 30, 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 could 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 limited partners were approached in August 1998 and
asked to either approve a sale of the Partnership's sole investment property or
for the General Partner to petition the Bankruptcy Court for an extension of the
settlement date. The required fifty percent response was not received. As a
result, the Partnership defaulted on its obligations which were due on October
20, 1998. The General Partner is continuing to see that the Partnership
operates its business in the ordinary course while it evaluates the best course
of action to follow. Additionally, the Partnership's mortgage indebtedness of
approximately $5,684,000 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.
Transfer of Control - Subsequent Event
On October 1, 1998, Insignia Financial Group, Inc. completed its merger with and
into Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result of the Insignia Merger, AIMCO acquired control
of the General Partner. In addition, AIMCO also acquired approximately 51% of
the outstanding common shares of beneficial interest of Insignia Properties
Trust ("IPT"), the sole shareholder of the General Partner. Also, effective
October 1, 1998, IPT and AIMCO entered into an Agreement and plan of Merger
pursuant to which IPT is to be merged with and into AIMCO or a subsidiary of
AIMCO (the "IPT Merger"). The IPT Merger requires the approval of the holders
of a majority of the outstanding IPT Shares. AIMCO has agreed to vote all of
the IPT Shares owned by it in favor of the IPT Merger and has granted an
irrevocable limited proxy to unaffiliated representatives of IPT to vote the IPT
Shares acquired by AIMCO and its subsidiaries in favor of the IPT Merger. As a
result of AIMCO's ownership and its agreement, the vote of no other holder of
IPT is required to approve the merger. The General Partner does not believe
that this transaction will have a material effect on the affairs and operations
of the Partnership.
Year 2000
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. The Partnership is
dependent upon the General Partner and its affiliates for management and
administrative services ("Managing Agent"). Any computer programs or hardware
that have date-sensitive software or embedded chips may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.
The Managing Agent has determined that it will be required to modify or replace
significant portions of its software and certain hardware so that those systems
will properly utilize dates beyond December 31, 1999. The Managing Agent
presently believes that with modifications or replacements of existing software
and certain hardware, the Year 2000 Issue can be mitigated. However, if such
modifications and replacements are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the Managing
Agent and the Partnership.
Status of Progress in Becoming Year 2000 Compliant
The Managing Agent's plan to resolve the Year 2000 Issue involves the following
four phases: assessment, remediation, testing and implementation. To date, the
Managing Agent has fully completed its assessment of all information systems
that could be significantly affected by the Year 2000, and has begun the
remediation, testing and implementation phase on both hardware and software
systems. Assessments are continuing in regards to embedded systems in operating
equipment. The Managing Agent anticipates having all phases complete by June 1,
1999.
In addition to the areas the Partnership is relying on the Managing Agent to
verify compliance with, the Partnership has certain operating equipment,
primarily at the property sites, which needed to be evaluated for Year 2000
compliance. The focus of the General Partner was to the security systems,
elevators, heating-ventilation-air-conditioning systems, telephone systems and
switches, and sprinkler systems. The General Partner is currently engaged in the
identification of all non-compliant operational systems, and is in the process
of estimating the costs associated with any potential modifications or
replacements needed to such systems in order for them to be Year 2000 compliant.
It is not expected that such costs would have a material adverse affect upon
the operations of the Partnership.
Risk Associated with the Year 2000
The General Partner believes that the Managing Agent has an effective program in
place to resolve the Year 2000 issue in a timely manner and has appropriate
contingency plans in place for critical applications that could affect the
Partnership's operations. To date, the General Partner is not aware of any
external agent with a Year 2000 issue that would materially impact the
Partnership's results of operations, liquidity or capital resources. However,
the General Partner has no means of ensuring that external agents will be Year
2000 compliant. The General Partner does not believe that the inability of
external agents to complete their Year 2000 resolution process in a timely
manner will have a material impact on the financial position or results of
operations of the Partnership. However, the effect of non-compliance by
external agents is not readily determinable.
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 September 30, 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
By: CRPTEX, INC.
as General Partner
By: /s/Patrick Foye
Patrick Foye
Executive Vice President
By: /s/Timothy R. Garrick
Timothy R. Garrick
Vice President - Accounting
(Duly Authorized Officer)
Date: November 16, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
McCombs Realty Partners 1998 Third Quarter 10-QSB and is qualified in its
entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000759198
<NAME> MCCOMBS REALTY PARTNERS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 358
<SECURITIES> 0
<RECEIVABLES> 98
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 5,931
<DEPRECIATION> (3,418)
<TOTAL-ASSETS> 3,418
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 5,684
0
0
<COMMON> 0
<OTHER-SE> (2,421)
<TOTAL-LIABILITY-AND-EQUITY> 3,418
<SALES> 0
<TOTAL-REVENUES> 1,053
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,112
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 361
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (59)
<EPS-PRIMARY> (3.43)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
