FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
[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, 1998
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
(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) (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. $1,396,000.
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 a specified date within the past 60 days. No market exists for
the limited partnership interests of the Registrant; and therefore, no aggregate
market value can be determined.
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I
ITEM 1. DESCRIPTION OF BUSINESS
McCombs Realty Partners ("Partnership" or "Registrant") is a publicly-held
limited partnership organized under the California Uniform Limited Partnership
Act on June 22, 1984. The Partnership's general partner is CRPTEX, Inc., a
Texas Corporation ("the General Partner" and formerly known as Capital Realty
Group Properties, Inc.). The General Partner is a subsidiary of Apartment
Investment and Management Company ("AIMCO"). The Partnership Agreement provides
that the Partnership is to terminate on December 31, 2030, unless terminated
prior to such date.
The Partnership sold 22,036 units of Limited Partnership Interest ("Units") for
$11,018,000 in a public offering that began December 1984 and ended December
1985. Since its initial offering, the Registrant has received approximately
$730,000 of additional capital contributions from limited partners. In
addition, per the Plan of Reorganization (see below), the General Partner made a
$14,500 capital contribution. The Partnership is engaged in the business of
operating and holding real properties for investment. All of the net proceeds
from the offering were expended in 1985 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. 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, 1998, the
Partnership's sole investment property was Lakewood at Pelham. See "Item 2.
Properties".
The original general partners of the Partnership were McCombs Corp., a
California corporation and 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.
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 Registrant has no employees. Property management and administrative
services are provided by the General Partner and affiliates.
The business in which the Partnership is engaged is highly competitive. There
are other residential properties within the market area of the Partnership's
property. The number and quality of competitive properties, including those
which may be managed by an affiliate of the General Partner in such market area,
could have a material effect on the rental market for the apartments at the
Partnership's property and the rents that may be charged for such apartments.
While the General Partner and its affiliates are a significant factor in the
United States in the apartment industry, competition for the apartments is
local. In addition, various limited partnerships have been formed by the
General Partner and/or affiliates to engage in business which may be competitive
with the Partnership.
Both the income and expenses of operating the property owned by the Partnership
are subject to factors outside of the Partnership's control, such as an
oversupply of similar properties resulting from overbuilding, increases in
unemployment or population shifts, reduced availability of permanent mortgage
financing, changes in zoning laws, or changes in patterns or needs of users. In
addition, there are risks inherent in owning and operating residential
properties because such properties are susceptible to the impact of economic and
other conditions outside of the control of the Partnership.
There have been, and it is possible there may be other, Federal, state and local
legislation and regulations enacted relating to the protection of the
environment. The Partnership is unable to predict the extent, if any, to which
such new legislation or regulations might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.
The Partnership monitors its property for evidence of pollutants, toxins and
other dangerous substances, including the presence of asbestos. In certain
cases environmental testing has been performed, which resulted in no material
adverse conditions or liabilities. In no case has the Partnership received
notice that it is a potentially responsible party with respect to an
environmental clean up site.
TRANSFERS OF CONTROL
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. 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 was an affiliate of
Insignia.
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia and IPT merged into AIMCO, a publicly traded real
estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result, AIMCO ultimately acquired a 100% ownership
interest in IPT, the sole shareholder of the General Partner. The General
Partner does not believe that this transaction will have a material effect on
the affairs and operations of the Partnership.
ITEM 2. DESCRIPTION OF PROPERTIES
The following table sets forth the Partnership's investments in properties:
Property Date of Purchase Type of Ownership Use
Lakewood at Pelham 01/85 Fee ownership subject Apartment
Greenville, South Carolina to first mortgage. (1) 271 units
(1) Property is held by a limited partnership in which the Partnership owns a
100% interest.
SCHEDULE OF PROPERTIES:
Set forth below for the Partnership's investment property is the gross carrying
value, accumulated depreciation, depreciable life, method of depreciation and
Federal tax basis.
Gross Federal
Carrying Accumulated Tax
Property Value Depreciation Rate Method Basis
(in thousands) (in thousands)
Lakewood at Pelham
Greenville, South
Carolina $5,947 $3,474 3-25 S/L $1,500
See "Note B" to the financial statements in "Item 7" for a further description
of the Partnership's depreciation policy.
SCHEDULE OF PROPERTY INDEBTEDNESS:
The following table sets forth certain information relating to the loan
encumbering the Partnership's investment property.
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1998 Rate Amortized Date Maturity (2)
(in thousands) (in thousands)
Lakewood at Pelham
1st mortgage $5,669 8.1% (1) 07/01/05 $5,151
(1)The principal balance is amortized over 30 years with a balloon payment due
July 1, 2005.
(2)See "Item 7. Financial Statements _ Note D" for information with respect to
the Partnership's ability to prepay this loan and other specific details
about the loan.
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average annual rental rates and occupancy for 1998 and 1997 by property:
Average Annual Average Annual
Rental Rates Occupancy
Property 1998 1997 1998 1997
Lakewood at Pelham $5,750/unit $5,530/unit 90% 94%
The General Partner attributes the decrease in occupancy at Lakewood at Pelham
to increased competition due to the overbuilding of new apartments in the
Greenville, South Carolina market. In addition, the construction of a new
office park adjacent to the property has affected the aesthetic value of the
apartment complex.
As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. The property of the Partnership is subject to competition
from other residential apartment complexes in the area. The General Partner
believes that the property is adequately insured and in good physical condition
subject to normal depreciation and deterioration as is typical for assets of
this type and age. The property is an apartment complex which leases units for
lease terms of one year or less. No residential tenant leases 10% or more of
the available rental space.
SCHEDULE OF REAL ESTATE TAXES AND RATES:
Real estate taxes and rates for 1998 for the property:
1998 1998
Billing Rate
(in thousands)
Lakewood at Pelham Apartments $80 1.44%
CAPITAL IMPROVEMENTS:
During 1998, the Partnership completed approximately $56,000 of capital
improvements at Lakewood at Pelham, consisting primarily of floor covering,
building equipment, and appliances. These improvements were funded from
operating cash flow. Based on a report received from an independent third party
consultant analyzing necessary exterior improvements and estimates made by the
General Partner on interior improvements, it is estimated that the property
requires approximately $232,000 of capital improvements over the near term.
Capital improvements budgeted for 1999 include, but are not limited to, exterior
building improvements, major carpet and vinyl replacement, and landscaping,
which are expected to cost approximately $210,000.
The capital improvements planned for 1999 at the Partnership's property will be
made only to the extent of cash available from operations and Partnership
reserves.
ITEM 3. LEGAL PROCEEDINGS
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature arising in the ordinary course of business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the quarter ended December 31, 1998, no matter was submitted to a vote of
the Partnership's 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, 1998, the number of holders of record of the 17,196.39
Limited Partnership Units ("Units") was 1,263. 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 1998 or 1997, nor are any
expected in the future, as certain priority claims will be required to be
satisfied per the Partnership's Plan of Reorganization. See further discussion
in "Liquidity and Capital Resources" section below.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-KSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained in this Form 10-KSB and the other filings with the Securities and
Exchange Commission made by the Registrant from time to time. The discussion of
the Registrant's business and results of operations, including forward-looking
statements pertaining to such matters, does not take into account the effects of
any changes to the Registrant's business and results of operation. Accordingly,
actual results could differ materially from those projected in the forward-
looking statements as a result of a number of factors, including those
identified herein.
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.
Results of Operations
The Partnership had a net loss for the year ended December 31, 1998, of
approximately $95,000 as compared to net income of approximately $11,000 for the
corresponding period in 1997. The decrease in net income for 1998 was primarily
due to a decrease in total revenues and, to a lesser extent, an increase in
total expenses. Revenues decreased due to a decrease in rental income which was
slightly offset by an increase in other income. Rental income decreased as a
result of an increase in concessions offered during 1998 in an attempt to
increase occupancy and a decrease in occupancy as discussed in "Item 2.
Description of Properties". Total expenses increased primarily due to an
increase in general and administrative expenses. General and administrative
expense increased primarily due to increases in reimbursements to the General
Partner associated with its management of the Partnership, as allowed under the
Partnership Agreement. Also included in general and administrative expenses at
both December 31, 1998 and 1997 are costs associated with the quarterly and
annual communications with investors and regulatory agencies and the annual
audit required by the Partnership Agreement. The other expenses remained
relatively constant.
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, 1998, the Partnership had cash and cash equivalents of
approximately $350,000 as compared to approximately $451,000 at December 31,
1997. The net decrease in cash and cash equivalents for the year ended December
31, 1998 is approximately $101,000. The decrease in cash and cash equivalents
is due to approximately $86,000 of cash provided by operating activities offset
by cash used in investing and financing activities of approximately $129,000 and
$58,000, respectively. Cash used in investing activities consisted of capital
improvements and net deposits to escrow accounts maintained by the mortgage
lender. Cash used in financing activities consisted of payments of principal
made on the mortgage encumbering the Partnership's property.
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.
The Partnership has budgeted approximately $210,000 in capital improvements for
the Partnership's investment property in 1999. Budgeted capital improvements
include, but are not limited to, exterior building improvements, major carpet
and vinyl replacement, and landscaping. The capital expenditures will be
incurred only if cash is available from operations or from Partnership reserves.
Partnership reserves are sufficient to cover the estimated costs of the capital
improvements planned for 1999. However, the Partnership does not have
sufficient assets to fulfill its obligations under the Plan of Reorganization
("Plan") and in fact defaulted on its obligations due October 20, 1998. See
discussion below for detail as to the Partnership's Plan with respect to meeting
its short term needs under the Plan. No cash distributions were recorded in
1998 or 1997, and none are expected in the future.
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 effective October 25, 1988. The Plan was
approved by all required classes of creditors.
The Plan provides for the following claim priorities as of December 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 CRPTEX, Inc. (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-one 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 $5,669,000 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 1999 or beyond.
Year 2000 Compliance
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 digits to define the applicable year. The Partnership
is dependent upon the General Partner and its affiliates for management and
administrative services ("Managing Agent"). Any of the 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.
Over the past two years, 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
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four Phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the mainframe system used by the Managing Agent became fully
functional. In addition to the mainframe, PC-based network servers and routers
and desktop PCs were analyzed for compliance. The Managing Agent has begun to
replace each of the non-compliant network connections and desktop PCs and, as of
December 31, 1998, had completed approximately 75% of this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by March
31, 1999.
Computer software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at
all properties, is $200,000, and the implementation and the testing process is
expected to be completed by March 31, 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded 80% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
March 31, 1999.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally. The Managing Agent intends to have a third-party conduct an
audit of these systems and report their findings by March 31, 1999.
Any of the above operating equipment that has been found to be non-compliant to
date has been replaced or repaired. To date, these have consisted only of
security systems and phone systems. As of December 31, 1998 the Managing Agent
has evaluated approximately 86% of the operating equipment for the Year 2000
compliance.
The total cost incurred for all properties managed by the Managing Agent as of
December 31, 1998 to replace or repair the operating equipment was approximately
$400,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $325,000, which is expected to be
completed by April 30, 1999.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within our enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before May 1999.
The Managing Agent has updated data transmission standards with two of the three
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by June 1, 1999.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation 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.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.8 million ($0.6 million expensed
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.
ITEM 7. FINANCIAL STATEMENTS
MCCOMBS REALTY PARTNERS
LIST OF FINANCIAL STATEMENTS
Report of KPMG Peat Marwick LLP, Independent Auditors
Consolidated Balance Sheet - December 31, 1998
Consolidated Statements of Operations - Years ended December 31, 1998 and 1997
Consolidated Statements of Changes in Partners' Capital (Deficit) - Years ended
December 31, 1998 and 1997
Consolidated Statements of Cash Flows - Years ended December 31, 1998 and 1997
Notes to Consolidated Financial Statements
Independent Auditors' Report
The Partners
McCombs Realty Partners
We have audited the accompanying consolidated balance sheet of McCombs Realty
Partners (a California limited partnership) as of December 31, 1998, 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, 1998. 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 as of December 31, 1998, and the results of its operations and its cash
flows for each of the years in the two-year period ended December 31, 1998, in
conformity with generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that McCombs Realty Partners will continue as a going concern. As discussed in
Note A to the consolidated financial statements, the Partnership was required
under its Plan of Reorganization to pay claims to limited partners and creditors
of approximately $11,000,000 during 1998. The Partnership defaulted on this
obligation in 1998. This raises substantial doubt about the Partnership's
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note A. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
/s/KPMG Peat Marwick LLP
Greenville, South Carolina
March 3, 1999
MCCOMBS REALTY PARTNERS
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
December 31, 1998
Assets
Cash and cash equivalents $ 350
Receivables and deposits 115
Restricted escrows 334
Other assets 132
Investment property (Notes D and G):
Land $ 499
Buildings and related personal property 5,448
5,947
Less accumulated depreciation (3,474) 2,473
$ 3,404
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 13
Tenant security deposit liabilities 18
Accrued property taxes 81
Other liabilities 80
Mortgage note payable (Note D) 5,669
Partners' Capital (Deficit)
General partner's $ --
Limited partners' (17,196.39 units issued
and outstanding) (2,457) (2,457)
$ 3,404
See Accompanying Notes to Consolidated Financial Statements
MCCOMBS REALTY PARTNERS
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1998 1997
Revenues:
Rental income $1,265 $1,350
Other income 131 110
Total revenues 1,396 1,460
Expenses:
Operating 609 607
General and administrative 97 67
Depreciation 224 210
Interest 481 486
Property taxes 80 79
Total expenses 1,491 1,449
Net (loss) income $ (95) $ 11
Net (loss) income allocated to
general partner (1%) $ (1) $ --
Net (loss) income allocated to
limited partners (99%) (94) 11
$ (95) $ 11
Net (loss) income per limited partnership unit $(5.47) $ .64
See Accompanying Notes to Consolidated Financial Statements
MCCOMBS REALTY PARTNERS
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data)
YEARS ENDED DECEMBER 31, 1998 AND 1997
Limited
Partnership General Limited
Units Partner Partners Total
Partners' capital (deficit)
at December 31, 1996 17,199.69 $ 1 $(2,374) $(2,373)
Net income for the year ended
December 31, 1997 -- -- 11 11
Partners' capital (deficit)
at December 31, 1997 17,199.69 1 (2,363) (2,362)
Units abandoned (3.30) -- -- --
Net loss for the year ended
December 31, 1998 (1) (94) (95)
Partner's capital (deficit)
at December 31, 1998 17,196.39 $ -- $(2,457) $(2,457)
See Accompanying Notes to Consolidated Financial Statements
MCCOMBS REALTY PARTNERS
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1998 1997
Cash flows from operating activities:
Net (loss) income $ (95) $ 11
Adjustments to reconcile net (loss) income to
net cash provided by operating activities:
Depreciation 224 210
Amortization of loan costs 19 19
Change in accounts:
Receivables and deposits (73) 95
Other assets 1 1
Accounts payable (65) 43
Tenant security deposit liabilities (8) (1)
Accrued property taxes 81 (76)
Other liabilities 2 4
Net cash provided by operating activities 86 306
Cash flows from investing activities:
Property improvements and replacements (56) (115)
Net deposits to restricted escrows (73) (72)
Net cash used in investing activities (129) (187)
Cash flows used in financing activities:
Payments on mortgage note payable (58) (54)
Net (decrease) increase in cash and cash equivalents (101) 65
Cash and cash equivalents at beginning of year 451 386
Cash and cash equivalents at end of year $ 350 $ 451
Supplemental disclosure of cash flow information:
Cash paid for interest $ 462 $ 466
See Accompanying Notes to Consolidated Financial Statements
MCCOMBS REALTY PARTNERS
Notes to Consolidated Financial Statements
NOTE A - GOING CONCERN
Under the Plan of Reorganization described in "Note B", McCombs Realty Partners,
a California Limited Partnership, (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 CRPTEX, Inc. ("the General
Partner") to petition the Bankruptcy Court for an extension of the settlement
date. The required fifty-one 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. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
NOTE B - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization: The Partnership, was formed on June 22, 1984, for the purpose of
operating and holding real properties for investment. The Partnership commenced
operations in January 1985 when a minimum of 2,400 Limited Partnership units
($1,200,000) had been subscribed and issued. Through its investment in Pelham
Place LP, the Partnership owns and operates one apartment property located in
Greenville, South Carolina. The Partnership Agreement provides that the
Partnership is to terminate on December 31, 2030, unless terminated prior to
such date.
Under the Partnership Agreement, the maximum liability of the Limited Partners
is the amount of their capital contributions. Since its initial offering, the
Partnership has received approximately $730,000 of additional capital
contributions from limited partners. In addition, per the Plan of
Reorganization (see below), the General Partner made a $14,500 capital
contribution. There were 17,196.39 Limited Partnership units outstanding at
December 31, 1998 and 17,199.69 outstanding at December 31, 1997.
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"). Effective October 1, 1998, the General
Partner became a subsidiary of Apartment Investment and Management Company
("AIMCO") (see "Note C _ Transfer of Control"). The directors and officers of
the General Partner also serve as executive officers of AIMCO.
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 priorities as of December 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 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 Profits, Gains and Losses: Partnership income, gains and losses
are generally allocated 98% to the Limited Partners, 1% to the General Partner,
CRPTEX, and 1% to a special Limited Partner interest, which percentage was
subsequently 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 the Partnership's property 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 (17,196.39 in 1998 and 17,199.69 in 1997) 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 property 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 property, 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, 1998 and 1997.
Principles of Consolidation: The Partnership's consolidated financial
statements include the accounts of Pelham Place, L.P., a South Carolina limited
partnership, as of December 31, 1998. 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
interpartnership 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: The investment property is stated at cost. Acquisition
fees are capitalized as a cost of real estate. In accordance with "Statement of
Financial Accounting Standards ("SFAS") No. 121, Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed of", the
Partnership records impairment losses on long-lived assets used in operations
when events and circumstances indicate that the assets might be impaired and the
undiscounted cash flows estimated to be generated by those assets are less than
the carrying amounts of those assets. No adjustments for impairment of value
are recorded in either of the years ended December 31, 1998 or 1997.
Depreciation: Depreciation is determined using the straight-line method over
the estimated useful lives of the investment 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 against rental income as
incurred.
Loan Costs: Loan costs of approximately $193,000 net of accumulated
amortization of approximately $68,000 are included in other assets and are being
amortized on a straight-line basis over the life of the loan.
Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and
in banks, demand deposits, money market funds, and certificates of deposit with
original maturities less than 90 days. At certain times, the amount of cash
deposited at a bank may exceed the limit on insured deposits.
Tenant Security Deposits: The Partnership requires security deposits from
lessees for the duration of the lease and such deposits are included in
receivables and deposits. The security deposits are refunded when the tenant
vacates, provided the tenant has not damaged the apartment and is current on
rental payments.
Advertising: The Partnership expenses the costs of advertising as incurred.
Advertising expense, included in operating expenses, was approximately $28,000
and $23,000 for the years ended December 31, 1998 and 1997, respectively.
Fair Value of Financial Instruments: The Partnership believes that the carrying
amount of its financial instruments (except for long term debt) approximates
their fair value due to the short term maturity of these instruments. The fair
value of the Partnership's long term debt, after discounting the scheduled loan
payments at an estimated borrowing rate currently available to the Partnership,
approximates its carrying balance.
Restricted Escrows:
Repair and Remediation Reserve: At the time of the refinancing of the
Lakewood at Pelham mortgage note payable in 1995, $92,250 of the proceeds were
designated for a repair and remediation reserve for certain deferred
maintenance. At December 31, 1998, 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.
Replacement Reserve: In addition to the repair and remediation Reserve for
Lakewood at Pelham, a replacement reserve account was also established at the
time of refinancing. This reserve is to be used for capital replacements at the
apartment complex. At December 31, 1998, the account balance was approximately
$242,000, which includes interest earned on these funds.
Segment Reporting: In June 1997, the Financial Accounting Standards Board
issued SFAS No. 131, "Disclosure about Segments of an Enterprise and Related
Information", which is effective for years beginning after December 15, 1997.
SFAS No. 131 established standards for the way that public business enterprises
report information about operating segments in annual financial statements and
requires that those enterprises report selected information about operating
segments in interim financial reports. It also establishes standards for
related disclosures about products and services, geographic areas, and major
customers. (see "Note I" for required disclosures).
Reclassifications: Certain reclassifications have been made to the 1997
information to conform to the 1998 presentation.
NOTE C - TRANSFER OF CONTROL
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia and IPT merged into AIMCO, a publicly traded real
estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result, AIMCO ultimately acquired a 100% ownership
interest in IPT, the sole shareholder of the General Partner. The General
Partner does not believe that this transaction will have a material effect on
the affairs and operations of the Partnership.
NOTE D - MORTGAGE NOTE PAYABLE
The principle terms of the mortgage note payable are as follows:
Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
Property 1998 Interest Rate Date Maturity
(in thousands) (in thousands)
Lakewood at Pelham
1st mortgage $5,669 $ 43 8.1% 07/01/05 $5,151
The mortgage indebtedness carries a stated interest rate of 8.1% and is being
amortized over 30 years with a balloon payment due July 1, 2005. The investment
property may not be sold subject to the existing indebtedness. Additionally,
the mortgage note requires a prepayment penalty if repaid prior to maturity.
Scheduled principal payments of the mortgage note payable subsequent to December
31, 1998, are as follows (in thousands):
1999 $ 63
2000 68
2001 74
2002 81
2003 87
Thereafter 5,296
$5,669
NOTE E - 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 consolidated 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) income and Federal
taxable income (loss) (in thousands, except per unit data):
1998 1997
Net (loss) income as reported $ (95) $ 11
Add (deduct):
Depreciation and amortization (253) (262)
Other 1 2
Federal taxable loss $ (347) $ (249)
Federal taxable loss per limited
partnership unit $(19.97) $(14.33)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of partners' deficit:
1998 1997
(in thousands)
Total partner's deficit - financial
statement basis $(2,457) $(2,362)
Current year tax basis net loss over
financial statement net loss (252) (260)
Prior year cumulative tax basis net loss over
financial statement net loss (684) (424)
Total partner's deficit - federal
income tax basis $(3,393) $(3,046)
NOTE F - 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. Property management fees are included in operating
expense on the consolidated statements of operations. Reimbursements for
services from affiliates are included in general and administrative expense and
operating expense in the consolidated statements of operations. The following
transactions with the General Partner and its affiliates were incurred during
1998 and 1997:
Years Ended December 31,
1998 1997
(in thousands)
Property management fees $74 $75
Reimbursement for services from affiliates (1) 56 36
(1) Included in "Reimbursements for services from affiliates" for both 1998 and
1997 is approximately $2,000 in reimbursements for construction oversight
costs.
During the years ended December 31, 1998 and 1997, affiliates of the General
Partner were entitled to receive 5% of gross receipts from the Partnership's
investment property as compensation for providing property management services.
The Partnership paid to such affiliates approximately $74,000 and $75,000 for
the years ended December 31, 1998 and 1997, respectively.
Affiliates of the General Partner received reimbursements of accountable
administrative expenses amounting to approximately $56,000 and $36,000 for the
years ended December 31, 1998 and 1997, respectively.
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 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 G - REAL ESTATE AND ACCUMULATED DEPRECIATION
Initial Cost
To Partnership
(in thousands)
Cost
Buildings Capitalized
and Related (Written Down)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
(in thousands) (in thousands)
Lakewood at Pelham
Greenville, South Carolina $ 5,669 $ 695 $ 6,730 $(1,478)
<TABLE>
<CAPTION>
Gross Amount at Which Carried
At December 31, 1998
(in thousands)
Buildings
And
Related
Personal Accumulated Date of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Lakewood at Pelham
Greenville, South Carolina $ 499 $5,448 $5,947 $3,474 1980 01/85 3-25
</TABLE>
Reconciliation of "Real Estate and Accumulated Depreciation":
Years Ended December 31,
1998 1997
(in thousands)
Real Estate
Balance at beginning of year $5,891 $5,776
Property improvements 56 115
Balance at end of year $5,947 $5,891
Accumulated Depreciation
Balance at beginning of year $3,250 $3,040
Additions charged to expense 224 210
Balance at end of year $3,474 $3,250
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1998 and 1997 is approximately $8,615,000 and $8,559,000,
respectively. Accumulated depreciation for Federal income tax purposes at
December 31, 1998 and 1997 is approximately $7,115,000 and $6,638,000,
respectively.
NOTE H - CONTINGENCIES
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature arising in the ordinary course of business.
NOTE I - SEGMENT INFORMATION
Description of the Types of Products and Services from which the Reportable
Segment Derives its Revenues: As defined by SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information", the Partnership has one
reportable segment: residential properties. The Partnership's residential
property segment consists of one apartment complex located in the southeastern
part of the United States. The Partnership rents apartment units to people for
terms that are typically twelve months or less.
Measurement of Segment Profit or Loss: The Partnership evaluates performance
based on net income. The accounting policies of the reportable segment are the
same as those described in the summary of significant accounting policies.
Segment information for the years 1998 and 1997 is shown in the tables below (in
thousands). The "Other" column includes partnership administration related items
and income and expense not allocated to the reportable segment.
1998
Residential Other Totals
Rental income $ 1,265 $ -- $ 1,265
Other income 117 14 131
Interest expense 481 -- 481
Depreciation 224 -- 224
General and administrative expense -- 97 97
Segment loss (12) (83) (95)
Total assets 3,080 324 3,404
Capital expenditures for investment
property 56 -- 56
1997
Residential Other Totals
Rental income $ 1,350 $ -- $ 1,350
Other income 94 16 110
Interest expense 486 -- 486
Depreciation 210 -- 210
General and administrative expense -- 67 67
Segment profit (loss) 62 (51) 11
Total assets 3,142 405 3,547
Capital expenditures for investment
property 115 -- 115
ITEM 8.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
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 director and
executive officers of CRPTEX, Inc. (formerly Capital Realty Group Properties,
Inc.), the Partnership's General Partner, their ages and the nature of all
positions with CRPTEX, Inc. presently held by them are set forth below. There
are no family relationships between or among any officers or directors.
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 was an affiliate of Insignia. On
October 1, 1998, Insignia Financial Group, Inc. merged into Apartment Investment
and Management Company ("AIMCO") with AIMCO being the surviving corporation.
Name Age Position
Patrick J. Foye 41 Executive Vice President and Director
Timothy R. Garrick 42 Vice President _ Accounting and Director
Patrick J. Foye has been Executive Vice President and Director of the General
Partner since October 1, 1998. Mr. Foye has served as Executive Vice President
of AIMCO since May 1998. Prior to joining AIMCO, Mr. Foye was a partner in the
law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1989 to 1998 and was
Managing Partner of the firm's Brussels, Budapest and Moscow offices from 1992
through 1994. Mr. Foye is also Deputy Chairman of the Long Island Power
Authority and serves as a member of the New York State Privatization Council.
He received a B.A. from Fordham College and a J.D. from Fordham University Law
School.
Timothy R. Garrick has served as Vice President-Accounting of AIMCO and Vice
President-Accounting and Director of the General Partner since October 1, 1998.
Prior to that date, Mr. Garrick served as Vice President-Accounting Services of
Insignia Financial Group since June of 1997. From 1992 until June of 1997, Mr.
Garrick served as Vice President of Partnership Accounting and from 1990 to 1992
as an Asset Manager for Insignia Financial Group. From 1984 to 1990, Mr.
Garrick served in various capacities with U.S. Shelter Corporation. From 1979
to 1984, Mr. Garrick worked on the audit staff of Ernst & Whinney. Mr. Garrick
received his B.S. Degree from the University of South Carolina and is a
Certified Public Accountant.
ITEM 10. EXECUTIVE COMPENSATION
No remuneration was paid to the General Partner nor any of its directors or
officers during the year ended December 31, 1998.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security ownership of certain beneficial owners.
No person or entity 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, 1998.
(b) Security ownership of management.
No officers or directors of CRPTEX, Inc., the General Partner of the
Partnership, own any Limited Partnership Interests in the Partnership.
No general partners or officers or directors of the General Partner of the
Partnership possess the right to acquire a beneficial ownership of Interests
of the Partnership.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner received no cash distributions from operations as General or
Limited Partner during or with respect to, the fiscal years ended December 31,
1998 or 1997. See "Item 10. Executive Compensation" and "Item 11. Security
Ownership of Certain Beneficial Owners and Management" for a discussion of
transactions with the General Partner.
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. Property management fees are included in operating expense on the
consolidated statements of operations. Reimbursements for services from
affiliates are included in general and administrative expense and operating
expense in the consolidated statements of operations. The following
transactions with the General Partner and its affiliates were incurred during
1998 and 1997:
Years Ended December 31,
1998 1997
(in thousands)
Property management fees $74 $75
Reimbursement for services from affiliates (1) 56 36
(1) Included in "Reimbursements for services from affiliates" for both 1998 and
1997 is approximately $2,000 in reimbursements for construction oversight
costs.
During the years ended December 31, 1998 and 1997, affiliates of the General
Partner were entitled to receive 5% of gross receipts from the Partnership's
investment property as compensation for providing property management services.
The Partnership paid to such affiliates approximately $74,000 and $75,000 for
the years ended December 31, 1998 and 1997, respectively.
Affiliates of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $56,000 and $36,000 for the
years ended December 31, 1998 and 1997, respectively.
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 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.
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 1998:
Current Report on Form 8-K dated October 1, 1998 and filed on October 16,
1998 disclosing change in control of Registrant from Insignia Financial
Group, Inc. to AIMCO.
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
BY: CRPTEX, Inc.
General Partner
By: /s/ Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/ Timothy R. Garrick
Timothy R. Garrick
Vice President - Accounting
Date: March 31, 1999
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/ Patrick J. Foye Executive Vice President Date: March 31, 1999
Patrick J. Foye and Director
By: /s/ Timothy R. Garrick Vice President - Accounting Date: March 31, 1999
Timothy R. Garrick and Director
EXHIBIT INDEX
Exhibit
2.1 Agreement and Plan of Merger, dated as of October 1, 1998, by and
between AIMCO and IPT; filed in Current Report on Form 8-K on October
16,1998.
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 Current
Report on Form 10-QSB for the Quarter ended June 30, 1995.
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from McCombs
Realty Partners 1998 Year-End 10-KSB and is qualified in its entirety by
reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000759198
<NAME> MCCOMBS REALTY PARTNRS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 350
<SECURITIES> 0
<RECEIVABLES> 115
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 5,947
<DEPRECIATION> (3,474)
<TOTAL-ASSETS> 3,404
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 5,669
0
0
<COMMON> 0
<OTHER-SE> (2,457)
<TOTAL-LIABILITY-AND-EQUITY> 3,404
<SALES> 0
<TOTAL-REVENUES> 1,396
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,491
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 481
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (95)
<EPS-PRIMARY> (5.47)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
