FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1998
or
[ ] TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from .........to.........
Commission file number 0-14470
INVESTORS FIRST-STAGED EQUITY L.P.
(Exact name of small business issuer as specified in its charter)
Delaware 36-3310965
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(847) 562-4537
Issuer's telephone number
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
INVESTORS FIRST-STAGED EQUITY L.P.
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
(Unaudited)
June 30, 1998
Assets
Cash and cash equivalents $ 2,842
Receivables and deposits, net of allowance
for doubtful accounts of $10 699
Restricted escrows 437
Other assets 1,580
Investment properties:
Land $ 8,402
Buildings and related improvements 39,526
47,928
Less accumulated depreciation (25,090) 22,838
$ 28,396
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 38
Accrued interest 377
Tenant security deposit liabilities 421
Other liabilities 98
Advances from affiliates of General Partner 322
Mortgage notes payable 45,194
Partners' Deficit
General partner $ (362)
Limited partners (16,267 units
issued and outstanding) (17,692) (18,054)
$ 28,396
See Accompanying Notes to Consolidated Financial Statements
b)
INVESTORS FIRST-STAGED EQUITY L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Revenues:
Rental income $ 2,013 $ 1,718 $ 3,991 $ 3,556
Other income 99 78 185 151
Total revenues 2,112 1,796 4,176 3,707
Expenses:
Operating 667 732 1,332 1,392
General and administrative 70 19 139 72
Depreciation 464 385 928 861
Interest 838 1,144 1,666 2,220
Property taxes 114 104 227 229
Total expenses 2,153 2,384 4,292 4,774
Loss before gain on sale of
investment property and
extraordinary item (41) (588) (116) (1,067)
Gain on sale of investment
property (Note D) -- 2,042 -- 2,042
(Loss) income before
extraordinary item (41) 1,454 (116) 975
Extraordinary item - (loss) gain on early
extinguishment of debt (Note C and E) -- (1,348) 10 (1,348)
Net (loss) income $ (41) $ 106 $ (106) $ (373)
Net (loss) income allocated to
general partner (1%) $ -- $ 1 $ (1) $ (4)
Net (loss) income allocated to
limited partners (99%) (41) 105 (105) (369)
Net (loss) income $ (41) $ 106 $ (106) $ (373)
Net (loss) income per limited
partnership unit:
(Loss) income before
extraordinary item $ (2.52) $ 88.49 $ (7.06) $ 59.34
Extraordinary item -- (82.04) .61 (82.04)
Net (loss) income $ (2.52) $ 6.45 $ (6.45) $(22.70)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
c)
INVESTORS FIRST-STAGED EQUITY L.P.
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(in thousands, except unit data)
(Unaudited)
Limited
Partnership General Limited
Units Partner Partners Total
Original capital contributions 16,267 $ -- $ 48,802 $ 48,802
Partners' deficit at
December 31, 1997 16,267 $ (361) $ (17,587) $ (17,948)
Net loss for the six months
ended June 30, 1998 -- (1) (105) (106)
Partners' deficit at
June 30, 1998 16,267 $ (362) $ (17,692) $ (18,054)
See Accompanying Notes to Consolidated Financial Statements
d)
INVESTORS FIRST-STAGED EQUITY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1998 1997
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (106) $ (373)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Gain on sale of investment property -- (2,042)
Extraordinary (gain) loss on early extinguishment of debt (10) 1,348
Depreciation 928 861
Amortization of loan costs and leasing commissions 96 76
Change in accounts:
Receivables and deposits 13 191
Other assets (69) (175)
Accounts payable (14) (14)
Accrued interest 194 (674)
Tenant security deposit liabilities 30 (37)
Other liabilities (3) (162)
Net cash provided by (used in)
operating activities 1,059 (1,001)
Cash flows from investing activities:
Proceeds from sale of investment property -- 4,360
Property improvements and replacements (356) (157)
Withdrawals from restricted escrows 329 30
Net cash (used in) provided by
investing activities (27) 4,233
Cash flows from financing activities:
Payment of loan costs (106) (348)
Payments on mortgage notes payable (726) (268)
Repayment of mortgage note payable -- (11,725)
Payment of mortgage fee -- (1,102)
Proceeds from refinance of mortgage note payable -- 12,000
Advances to affiliates 2 226
Net cash used in financing activities (830) (1,217)
Net increase in cash and cash equivalents 202 2,015
Cash and cash equivalents at beginning of period 2,640 1,557
Cash and cash equivalents at end of period $ 2,842 $ 3,572
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,394 $ 2,863
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
e)
INVESTORS FIRST-STAGED EQUITY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Investors First-
Staged Equity L.P. (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 MAERIL, Inc. (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 six month
periods ended June 30, 1998, are not necessarily indicative of the results that
may be expected for the fiscal year ending December 31, 1998. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Partnership's annual report on Form 10-KSB for the
fiscal year ended December 31, 1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE B - TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES
The Partnership has no employees and is dependent on the General Partner or its
affiliates for the management and administration of all partnership activities.
The General Partner is a wholly-owned subsidiary of Insignia Properties Trust
("IPT"), an affiliate of Insignia Financial Group, Inc. ("Insignia"). The
General Partner or its affiliates may be reimbursed for direct expenses relating
to the Partnership's administration and other costs charged on behalf of the
Partnership.
Effective January 2, 1998, VMS Realty Investment II, the prior General Partner,
was replaced by MAERIL, Inc. an affiliate of Insignia.
The Partnership has engaged affiliates of Insignia to provide day-to-day
management of the Partnership's properties. These affiliates received
approximately $225,000 and $194,000 of such fees for the six months ended June
30, 1998 and 1997, respectively. An affiliate of Insignia also provided
partnership administration and management services for the Partnership.
Reimbursements for direct expenses relating to these services totaled
approximately $116,000 (including $40,000 of loan costs related to the
refinancing of the properties in 1997) for the six months ended June 30, 1998,
and $70,000 for the six months ended June 30, 1997.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in IPT,
with Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust. The closing, which is anticipated to happen in
September or October of 1998, is subject to customary conditions, including
government approvals and the approval of Insignia's shareholders. If the
closing occurs, AIMCO will then control the General Partner of the Partnership.
NOTE C - EARLY EXTINGUISHMENT OF DEBT
At June 30, 1998, the total estimated future cash payments, on the Partnership's
properties second mortgages, are less than the recorded balances. Therefore, in
compliance with Financial Accounting Standards 15, the Partnership reduced the
carrying balances to the estimated future cash payments of $1,573,000
(Richardson Highlands) and $3,355,000 (Rivercrest Village), recognizing an
extraordinary gain of approximately $10,000 on the partial extinguishment of
debt.
NOTE D - SALE OF BUILDINGS AND LAND AT SERRAMONTE PLAZA
On April 10, 1997, the Partnership sold three buildings and two parcels of land
associated with Serramonte Plaza located in Daly City, California to an
unaffiliated party, Daly City Partners, LLC, a California limited liability
company. The property was sold in an effort to maximize the Partnership's
return on its investment. The sales price for the three buildings and two
parcels of land was approximately $4,778,000 and was determined primarily by
reference to appraised values. The sale resulted in net proceeds of $4,360,000,
after payment of closing costs, and the gain on the sale amounted to
approximately $2,042,000. The proceeds from the sale were used to reduce the
mortgage debt secured by Serramonte Plaza.
NOTE E - REFINANCE OF SERRAMONTE PLAZA
In June 1997, the Partnership refinanced the mortgage indebtedness encumbering
Serramonte Plaza. The previous mortgage note of approximately $7,365,000 was
repaid from loan proceeds received from the refinancing. The new mortgage debt
of $12,000,000 carries a stated interest rate of 8.67%, with a balloon payment
due July 1, 2004. An extraordinary loss on early extinguishment of debt of
approximately $1,348,000 was realized during the second quarter of 1997 due to
the payment of approximately $1,102,000 in early payment mortgage fees and a
loss of approximately $246,000 on the write-off of unamortized loan costs. In
conjunction with the refinancing, a capital improvement reserve of
approximately $500,000 was established and approximately $348,000 in loan costs
were incurred. These loan costs are included in "Other assets" and will be
amortized over the term of the loan.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The Partnership's investment properties consist of two apartment complexes and
one commercial property. The following table sets forth the average occupancy
for these properties for the six months ended June 30, 1998 and 1997:
Average
Occupancy
1998 1997
Rivercrest Village Apartments
Sacramento, California 89% 93%
Richardson Highlands Apartments
Marin City, California 99% 98%
Serramonte Plaza
Daly City, California 96% 83%
The General Partner attributes the decrease in occupancy at Rivercrest Village
Apartments to a recent change in demographics of the property's location. The
increase in occupancy at Serramonte Plaza was primarily due to the vacancy of
one building during 1997 which accounted for approximately 8% of the property.
This building was sold in April of 1997.
Results of Operations
The Partnership realized a net loss of approximately $106,000 for the six months
ended June 30, 1998, compared to a net loss of approximately $373,000 for the
six months ended June 30, 1997. For the three months ended June 30, 1998, the
Partnership realized a net loss of approximately $41,000 compared to net income
of approximately $106,000 for the corresponding period of 1997. The decrease in
net income for the three months ended June 30, 1998 compared to the
corresponding period of 1997, resulted primarily from the gain of approximately
$2,042,000 realized on the sale of buildings and land at Serramonte Plaza in
April, 1997 (See "Note D"). Partially offsetting this gain was an extraordinary
loss on early extinguishment of debt of approximately $1,348,000 realized on the
refinance of Serramonte Plaza during the same period (See "Note E").
The decrease in net loss before gain on sale of investment property and
extraordinary item for the three and six month periods ended June 30, 1998, is
attributable to an increase in rental income and a decrease in interest
expense. Rental income increased due to increased occupancy at Serramonte Plaza
and Richardson Highlands Apartments which was partially offset by a decrease in
occupancy at Rivercrest Village Apartments. The increase in rental income was
also due to rental rate increases at all properties. Interest expense decreased
due to the refinancing of the first mortgages on Serramonte Plaza, Richardson
Highland and Rivercrest Village and the pay down of Richardson Highland and
Rivercrest Village's second mortgages. The pay down of these second mortgages
caused the total estimated future cash payments to be less than the recorded
balances; therefore, in compliance with Financial Accounting Standard 15, the
Partnership reduced the carrying balance to the estimated future cash payments
of $1,573,000 (Richardson Highlands) and $3,355,000 (Rivercrest Village),
recognizing an extraordinary gain of approximately $10,000 on the partial
extinguishment of debt at June 30, 1998.
Included in operating expense for the six months ended June 30, 1998, is
approximately $19,000 of major repairs and maintenance comprised primarily of
exterior painting and exterior building repairs. For the six months ended June
30, 1997, approximately $100,000 of major repairs and maintenance comprised
primarily of exterior painting, major landscaping, exterior building and
swimming pool repairs are included in operating expense.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of each of its investment properties 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
The Partnership held cash and cash equivalents of approximately $2,842,000 at
June 30, 1998, compared to approximately $3,572,000 at June 30, 1997. The net
increase in cash and cash equivalents for the six months ended June 30, 1998 was
approximately $202,000. The net increase in cash and cash equivalents for the
six months ended June 30, 1997 was approximately $2,015,000. The net cash
provided by operating activities increased primarily due to the decrease in net
loss as described above and an increase in accrued interest at June 30, 1998.
The increase in accrued interest is a result of the timing of mortgage interest
payments. Net cash used in investing activities increased due to an increase in
property improvements and replacements. The increase was partially offset by
withdrawals from the capital improvement and replacement reserve escrows to be
used to purchase these improvements and replacements. In addition, the
Partnership received proceeds from the sale of Serramonte Plaza in 1997. Net
cash used in financing activities decreased due to the result of the payment of
a mortgage fee incurred in connection with the refinancing of Serramonte Plaza
in the six months ended 1997 (See "Note E").
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 properties to adequately maintain the physical
assets and other operating needs of the Partnership. The mortgage indebtedness
of approximately $45,194,000, matures from January 2000 until January 2008, with
balloon payments due at maturity, at which time the properties will either be
refinanced or sold. Future cash distributions will depend on the levels of cash
generated from operations, property sales, and availability of cash reserves.
No cash distributions were paid during the six months ended June 30, 1998 or
June 30, 1997.
Year 2000
The Partnership is dependent upon the General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The General Partner believes that
with modifications to existing software and conversions to new software, the
Year 2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.
Other
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date
of this quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates of revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
b) Reports on Form 8-K:
None filed during the quarter ended June 30, 1998.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MAERIL, Inc.
(Registrant)
By: MAERIL, Inc.
General Partner
Date: August 7, 1998 By: /s/ Carroll D. Vinson
Carroll D. Vinson
President and Director
Date: August 7, 1998 By: /s/ Robert D. Long, Jr.
Robert D. Long, Jr.
Vice President and CAO
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Investors First-Staged Equity, L.P. 1998 Second Quarter 10-QSB and is
qualified in its entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000768834
<NAME> INVESTORS FIRST-STAGED EQUITY, L.P.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 2,842
<SECURITIES> 0
<RECEIVABLES> 699
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 47,928
<DEPRECIATION> 25,090
<TOTAL-ASSETS> 28,396
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 45,194
0
0
<COMMON> 0
<OTHER-SE> (18,054)
<TOTAL-LIABILITY-AND-EQUITY> 28,396
<SALES> 0
<TOTAL-REVENUES> 4,176
<CGS> 0
<TOTAL-COSTS> 4,292
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,666
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (106)
<EPS-PRIMARY> (6.45)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
