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
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2000
[ ] 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, PO 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 preceding 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, except unit data)
September 30, 2000
<TABLE>
<CAPTION>
Assets
<S> <C> <C>
Cash and cash equivalents $ 669
Receivables and deposits 28
Restricted escrows 87
Other assets 117
Investment property:
Land $ 499
Buildings and related personal property 5,786
6,285
Less accumulated depreciation (3,933) 2,352
$ 3,253
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 43
Tenant security deposit liabilities 18
Accrued property taxes 64
Other liabilities 86
Mortgage note payable 5,555
Partners' Deficit
General partner $ --
Limited partners (17,196.39 units
issued and outstanding) (2,513) (2,513)
$ 3,253
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
b)
MCCOMBS REALTY PARTNERS
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
2000 1999 2000 1999
Revenues: (Restated) (Restated)
<S> <C> <C> <C> <C>
Rental income $ 374 $ 368 $ 1,110 $ 1,037
Other income 32 21 84 82
Total revenues 406 389 1,194 1,119
Expenses:
Operating 156 147 494 430
General and administrative 55 23 184 69
Depreciation 65 59 210 182
Interest 118 119 352 358
Property taxes 21 21 64 65
Total expenses 415 369 1,304 1,104
(Loss) income before cumulative
effect of a change in accounting
principle (9) 20 (110) 15
Cumulative effect on prior years
of a change in accounting
principle for the cost of
exterior painting and
landscaping -- -- -- 25
Net (loss) income $ (9) $ 20 $ (110) $ 40
Net (loss) income allocated to
general partner (1%) $ -- $ -- $ (1) $ --
Net (loss) income allocated to
limited partners (99%) (9) 20 (109) 40
$ (9) $ 20 $ (110) $ 40
Per limited partnership unit:
(Loss) income before cumulative
effect of a change in
accounting principle $ (0.52) $ 1.16 $(6.34) $ 0.88
Cumulative effect on prior years
of a change in accounting
principle for the cost of
exterior painting and
landscaping -- -- -- 1.45
$ (0.52) $ 1.16 $ (6.34) $ 2.33
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
c)
MCCOMBS REALTY PARTNERS
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
Partners' capital (deficit) at
<S> <C> <C> <C> <C> <C> <C>
December 31, 1999 17,196.39 $ 1 $(2,404) $(2,403)
Net loss for the nine months
ended September 30, 2000 -- (1) (109) (110)
Partners' deficit at
September 30, 2000 17,196.39 $ -- $(2,513) $(2,513)
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
d)
MCCOMBS REALTY PARTNERS
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
2000 1999
Cash flows from operating activities: (Restated)
<S> <C> <C>
Net (loss) income $ (110) $ 40
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation 210 182
Amortization of loan costs 13 14
Cumulative effect on prior years of a change in
accounting principle -- (25)
Change in accounts:
Receivables and deposits 86 15
Other assets (10) (17)
Accounts payable (16) --
Tenant security deposit liabilities (1) 2
Accrued property taxes (18) (17)
Other liabilities 13 (7)
Net cash provided by operating activities 167 187
Cash flows from investing activities:
Property improvements and replacements (174) (52)
Net withdrawals from restricted escrows 134 65
Net cash (used in) provided by investing activities (40) 13
Cash flows used in financing activities:
Payments on mortgage note payable (51) (47)
Net increase in cash and cash equivalents 76 153
Cash and cash equivalents at beginning of period 593 350
Cash and cash equivalents at end of period $ 669 $ 503
Supplemental disclosure of cash flow information:
Cash paid for interest $ 339 $ 343
At December 31, 1999, $88,000 of property improvements and replacements included
in accounts payable were reported as non-cash activity.
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
e)
MCCOMBS REALTY PARTNERS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Going Concern
Under the Plan of Reorganization (the "Plan"; see "Note C" below) McCombs Realty
Partners (the "Partnership" or "Registrant"), a California limited partnership,
was required to pay claims to limited partners and creditors of approximately
$11,000,000 on October 20, 1998. These claims have not been paid as of September
30, 2000. 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 continues to operate the Partnership's 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
Item 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 the General Partner, 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, 2000 are not necessarily indicative of the
results that may be expected for the fiscal year ending December 31, 2000. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Partnership's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1999 for the Partnership.
Principles of Consolidation:
The Partnership's consolidated financial statements include the accounts of
Pelham Place, L.P., a South Carolina limited partnership. 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.
Change in Accounting Principle:
Effective January 1, 1999, the Partnership changed its method of accounting to
capitalize the cost of exterior painting and major landscaping. The Partnership
believes that this accounting principle change is preferable because it provides
a better matching of expenses with the related benefit of the expenditures and
it is consistent with industry practice and the policies of the General Partner.
This accounting change was first reported during the fourth quarter of 1999.
Accordingly, net income for the three and nine months ended September 30, 1999
has been restated to reflect the accounting change as if it were reported then.
This adjustment decreased net income before the cumulative effect of the
accounting change for the three and nine months ended September 30, 1999 by
approximately $3,000 ($0.17 per limited partnership unit) and $10,000 ($0.58 per
limited partnership unit), respectively. The cumulative effect adjustment of
approximately $25,000 is the result of applying the aforementioned change in
accounting principle retroactively and is included in income for 1999. The
accounting principle change will not have an effect on cash flow, funds
available for distribution or fees payable to the General Partner and
affiliates.
Note C - Plan of Reorganization
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 required that the Partnership make the following payments on October
20, 1998:
1) First, all existing creditors, except prebankruptcy Class 12
creditors ($23,100), would be satisfied;
2) Limited Partners, both original and substitute, who made additional
capital contributions under the plan would receive a repayment of
the additional contributions totaling approximately $730,000;
3) Class 12 creditors would be paid claims aggregating $23,100;
4) Limited Partners who made additional capital contributions and were
original Limited Partners would receive a repayment of their
original capital contributions totaling approximately $9,818,000;
5) Limited Partners who did not make additional capital
contributions would receive a repayment of one-third of their
original capital contributions (i.e., one-third of $1,200,000).
Additionally, the Plan required CRPTEX, Inc. 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.
The payments required by numbers 1 and 3 above were timely satisfied. In
addition, all other claims provided for in the Plan then outstanding were
settled on June 25, 1995 when the Partnership refinanced the then outstanding
mortgages encumbering the property. However, the Partnership was unable to
satisfy the amounts due to the limited partners indicated in numbers 2, 4, and 5
above and is in default on these obligations.
Note D - Transfer of Control
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company ("AIMCO"), a publicly
traded real estate investment trust, with AIMCO being the surviving corporation.
As a result, AIMCO acquired 100% ownership interest in the General Partner. The
General Partner does not believe that this transaction has had or will have a
material effect on the affairs and operations of the Partnership.
Note E - 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 each of the nine months ended September
30, 2000 and 1999:
2000 1999
(in thousands)
Property management fees (included in operating expenses) $ 59 $ 57
Reimbursement for services of affiliates (included in
general and administrative expenses and investment
property) 58 31
During the nine months ended September 30, 2000 and 1999, 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
$59,000 and $57,000 for the nine months ended September 30, 2000 and 1999,
respectively.
Affiliates of the General Partner received reimbursements of accountable
administrative expenses amounting to approximately $58,000 and $31,000 for the
nine months ended September 30, 2000 and 1999, respectively.
In addition to its indirect ownership of the general partner interest in the
Partnership, AIMCO and its affiliates currently own 2,474.5 limited partnership
units in the Partnership representing approximately 14.39% of the outstanding
units. A number of these units were acquired pursuant to tender offers made by
AIMCO or its affiliates. It is possible that AIMCO or its affiliates will make
one or more additional offers to acquire additional limited partnership
interests in the Partnership for cash or in exchange for units in the operating
partnership of AIMCO. Under the Partnership Agreement, unitholders holding a
majority of the Units are entitled to take action with respect to a variety of
matters, which would include without limitation, voting on certain amendments to
the Partnership Agreement and voting to remove the General Partner. When voting
on matters, AIMCO would in all likelihood vote the Units it acquired in a manner
favorable to the interest of the General Partner because of their affiliation
with the General Partner.
Note F - Segment Information
Description of the types of products and services from which the reportable
segment derives its revenues: The Partnership has one reportable segment:
residential properties. The Partnership's residential segment consists of one
apartment complex located in Greenville, South Carolina. The Partnership rents
apartment units to tenants for terms that are typically twelve months or less.
Measurement of segment profit or loss: The Partnership evaluates performance
based on segment profit (loss) before depreciation. The accounting policies of
the reportable segment are the same as those of the Partnership as described in
the Partnership's Annual Report on Form 10-KSB for the year ended December 31,
1999.
Segment information for the three and nine month periods ended September 30,
2000 and 1999 is shown in the tables below. The "Other" column includes
Partnership administration related items and income and expense not allocated to
the reportable segment.
Three Months Ended September 30, 2000 Residential Other Totals
(in thousands)
Rental income $ 374 $ -- $ 374
Other income 30 2 32
Interest expense 118 -- 118
Depreciation 65 -- 65
General and administrative expense -- 55 55
Segment profit (loss) 44 (53) (9)
Nine Months Ended September 30, 2000 Residential Other Totals
(in thousands)
Rental income $ 1,110 $ -- $ 1,110
Other income 77 7 84
Interest expense 352 -- 352
Depreciation 210 -- 210
General and administrative expense -- 184 184
Segment profit (loss) 67 (177) (110)
Total assets 3,113 140 3,253
Capital expenditures for investment
property 86 -- 86
Three Months Ended September 30, 1999 Residential Other Totals
(in thousands)
Rental income $ 368 $ -- $ 368
Other income 19 2 21
Interest expense 119 -- 119
Depreciation 59 -- 59
General and administrative expense -- 23 23
Segment profit (loss) 41 (21) 20
Nine Months Ended September 30, 1999 Residential Other Totals
(in thousands)
Rental income $ 1,037 $ -- $ 1,037
Other income 75 7 82
Interest expense 358 -- 358
Depreciation 182 -- 182
General and administrative expense -- 69 69
Cumulative effect on prior years of
change in accounting principle 25 -- 25
Segment profit (loss) 102 (62) 40
Total assets 3,118 257 3,375
Capital expenditures for investment
property 52 -- 52
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Partnership from time to time.
The discussion of the Partnership'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 Partnership'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.
The Partnership's investment property consists of one apartment complex. The
following table sets forth the average occupancy of the property for the nine
months ended September 30, 2000 and 1999:
Average Occupancy
Property 2000 1999
Lakewood at Pelham 97% 96%
Greenville, South Carolina
Results of Operations
The Partnership reported net losses of approximately $9,000 and $110,000 for the
three and nine months ended September 30, 2000 as compared to net income of
approximately $20,000 and $40,000 for the three and nine months ended September
30, 1999. The decrease in net income for both the three and nine months ended
September 30, 2000 is primarily due to an increase in total expense which was
partially offset by an increase in total revenues. The decrease in net income
for the nine months ended September 30, 2000 is also due to the recognition in
1999 of the cumulative effect on prior years of a change in accounting
principle. Total expenses increased for the three and nine month periods ended
September 30, 2000 primarily due to an increase in general and administrative
expense and, to a lesser extent, increases in operating and depreciation
expenses. Operating expense increased primarily due to an increase in salaries
and related benefits, and to a lesser extent, an increase in insurance expense.
Depreciation expense increased due to an increase in depreciable assets due to
property improvements and replacements completed in the last twelve months.
Interest expense and property tax expense remained relatively constant for the
comparable periods.
General and administrative expenses increased primarily due to an increase in
the services and the costs of such services provided by the General Partner and
its affiliates, and increased professional fees necessary to manage the
Partnership. Included in general and administrative expense at both September
30, 2000 and 1999 are management reimbursements to the General Partner allowed
under the Partnership Agreement. Also included are costs associated with the
quarterly and annual communications with investors and regulatory agencies and
the annual audit required by the Partnership Agreement.
Total revenues for the nine month period ended September 30, 2000 increased
primarily due to an increase in rental income. For the three month period ended
September 30, 2000, total revenues increased due to increases in rental income
and other income. Rental income increased for the three and nine month periods
as a result of the improved occupancy at the property, an increase in the
average rental rate, as well as a decrease in concessions. Other income
increased for the three month period primarily due to an increase in interest
income and tenant charges.
Effective January 1, 1999, the Partnership changed its method of accounting to
capitalize the cost of exterior painting and major landscaping. The Partnership
believes that this accounting principle change is preferable because it provides
a better matching of expenses with the related benefit of the expenditures and
it is consistent with industry practice and the policies of the General Partner.
This accounting change was first reported during the fourth quarter of 1999.
Accordingly, net income for the three and nine months ended September 30, 1999
has been restated to reflect the accounting change as if it were reported then.
This adjustment decreased net income before the cumulative effect of the
accounting change for the three and nine months ended September 30, 1999 by
approximately $3,000 ($0.17 per limited partnership unit) and $10,000 ($0.58 per
limited partnership unit), respectively. The cumulative effect adjustment of
approximately $25,000 is the result of applying the aforementioned change in
accounting principle retroactively and is included in income for 1999. The
accounting principle change will not have an effect on cash flow, funds
available for distribution or fees payable to the General Partner and
affiliates.
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 expenses. 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, 2000, the Partnership had cash and cash equivalents of
approximately $669,000 as compared to approximately $503,000 at September 30,
1999. The increase in cash and cash equivalents of approximately $76,000 for the
nine months ended September 30, 2000, from the Partnership's calendar year end,
is due to approximately $167,000 of cash provided by operating activities, which
was partially offset by approximately $51,000 of cash used in financing
activities and approximately $40,000 of cash used in investing activities. Cash
used in investing activities consisted of property improvements and
replacements, which was partially offset by net withdrawals from 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
investment property. The Partnership invests its working capital reserves in a
money market account.
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.
Capital improvements planned at the Partnership's investment property are
detailed below.
Approximately $88,000 has been budgeted for capital improvements at Lakewood at
Pelham for the year 2000, consisting primarily of floor covering replacement,
lighting upgrades, structural improvements, and appliance replacements. During
the nine months ended September 30, 2000, the Partnership expended approximately
$86,000 on budgeted and unbudgeted capital improvements at Lakewood at Pelham,
consisting primarily of carpet and tile replacement, appliance replacements, air
conditioning unit replacements and installing and painting handrails. These
improvements were funded by replacement reserves and operations. Additional
improvements may be considered and will depend on the physical condition of the
property as well as replacement reserves and anticipated cash flow generated by
the property.
The additional 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
the year 2000. However, the Partnership does not have sufficient assets to
fulfill its obligation 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 distributions were declared or paid during either of the nine
months ended September 30, 2000 or 1999, 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 of California
("Court"). The Partnership continued as Debtor-In-Possession to operate its
business in the ordinary course until the Court confirmed the Partnership's Plan
effective October 25, 1988. The Plan was approved by all required classes of
creditors.
The Plan required that the Partnership make the following payments on October
20, 1998:
1) First, all existing creditors, except prebankruptcy Class 12
creditors ($23,100), would be satisfied;
2) Limited Partners, both original and substitute, who made additional
capital contributions under the plan would receive a repayment of
the additional contributions totaling approximately $730,000;
3) Class 12 creditors would be paid claims aggregating $23,100;
4) Limited Partners who made additional capital contributions and were
original Limited Partners would receive a repayment of their
original capital contributions totaling approximately $9,818,000;
5) Limited Partners who did not make additional capital
contributions would receive a repayment of one-third of their
original capital contributions (i.e., one-third of $1,200,000).
Additionally, the Plan required CRPTEX, Inc. 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.
The payments required by numbers 1 and 3 above were timely satisfied. In
addition, all other claims provided for in the Plan then outstanding were
settled on June 25, 1995 when the Partnership refinanced the then outstanding
mortgages encumbering the property. However, the Partnership was unable to
satisfy the amounts due to the limited partners indicated in numbers 2, 4, and 5
above and is in default on these obligations.
In order to satisfy these obligations, the Partnership would be required to sell
the investment property. As an alternative, the Partnership could seek
authorization from the Limited Partners to extend the payment 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 $5,555,000 at September 30, 2000 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 2000 or
beyond.
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, 2000.
<PAGE>
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.
General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Martha L. Long
Martha L. Long
Senior Vice President and
Controller
Date: November 13, 2000