<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
[ ] TRANSITION REPORT UNDER SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
-------------------- ------------------------
Commission File Number 0-17602
- -------------------------------------------------------------------------------
ChrisKen Partners Cash Income Fund L.P.
- -------------------------------------------------------------------------------
(Exact name of small business issuer as Specified in its
certificate of Limited partnership)
Delaware 36-3521124
- ------------------------------- ---------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
345 North Canal Street, Chicago, Illinois 60606
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(312) 454-1626
- -------------------------------------------------------------------------------
(Issuer's telephone number)
- -------------------------------------------------------------------------------
(Former name, former address and formal fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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
------- -------
<PAGE> 2
CHRISKEN PARTNERS CASH INCOME FUND L.P.
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I Financial Information
Item 1. Consolidated Financial Statements (Unaudited)
Consolidated Balance Sheet at
June 30, 1998 2
Consolidated Statements of Operations
for the Six Months Ended
June 30, 1998 and 1997 3
Consolidated Statement of Partners'
Capital for the Six Months Ended
June 30, 1998 4
Consolidated Statements of Cash Flows for
the Six Months Ended June 30, 1998
and 1997 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis or
Plan of Operation 7
PART II. Other Information
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submissions of Matters to a Vote of
Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURE 13
</TABLE>
1
<PAGE> 3
Chrisken Partners Cash Income Fund L.P.
(A Delaware Limited Partnership)
Consolidated Balance Sheet
June 30, 1998
(Unaudited)
<TABLE>
<S> <C>
ASSETS
Cash and cash equivalents $ 531,745
Restricted cash 377,320
Accounts receivable 28,472
Prepaid expenses 627
---------------
938,164
Investment in real estate, at cost:
Land 636,709
Buildings and improvements 5,853,210
Personal property 108,723
---------------
6,598,642
Accumulated depreciation (1,755,581)
---------------
4,843,061
Assets held for sale 6,664,000
---------------
Total assets $ 12,445,225
===============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 79,602
Tenants' security deposits 78,903
Deferred income and prepaid rent 94,048
Accrued real estate taxes 211,740
---------------
Total liabilities 464,293
Partners' capital, 36,948 limited partnership units issued and outstanding
11,980,932
---------------
Total liabilities and partners' capital $ 12,445,225
===============
</TABLE>
See accompanying notes.
2
<PAGE> 4
Chrisken Partners Cash Income Fund L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
1998 1997 1998 1997
----------------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUE
Rental $ 644,761 $ 617,183 $1,280,814 $1,192,447
Interest 10,545 10,077 21,971 20,170
Other 46,217 41,013 77,913 78,145
----------------------------------------------------------------
Total revenue 701,523 668,273 1,380,698 1,290,762
EXPENSES
Property operations 136,993 118,798 292,748 269,122
Depreciation 50,297 132,356 100,594 264,711
General and administrative 246,393 170,632 463,740 366,251
Management fees - Affiliate 38,836 36,274 74,246 69,879
----------------------------------------------------------------
Total expenses 472,519 458,060 931,328 969,963
----------------------------------------------------------------
Net income $ 229,004 $ 210,213 $ 449,370 $ 320,799
================================================================
Net income allocated to general partners $ 22,900 $ 21,021 $ 44,937 $ 32,080
================================================================
Net income allocated to limited partners $ 206,104 $ 189,192 $ 404,433 $ 288,719
================================================================
Net income allocated to limited partners per
limited partnership unit outstanding $ 5.58 $ 5.07 $ 10.95 $ 7.74
================================================================
Limited partnership units outstanding 36,948 37,309 36,948 37,309
================================================================
</TABLE>
See accompanying notes.
3
<PAGE> 5
Chrisken Partners Cash Income Fund L.P.
(A Delaware Limited Partnership)
Consolidated Statement of Partners' Capital
Six months ended June 30, 1998
(Unaudited)
<TABLE>
<CAPTION>
PARTNERS' CAPITAL ACCOUNTS
--------------------------------------------------------------
GENERAL LIMITED
PARTNERS PARTNERS TOTAL
--------------------------------------------------------------
<S> <C> <C> <C>
Balance at January 1, 1998 $ 342,888 $ 11,672,144 $ 12,015,032
Distributions (A) -- (483,470) (483,470)
Net income 44,937 404,433 449,370
--------------------------------------------------------------
Balance at June 30, 1998 $ 387,825 $ 11,593,107 $ 11,980,932
==============================================================
</TABLE>
(A) Summary of 1998 quarterly cash distributions paid per limited partnership
unit:
<TABLE>
<S> <C>
First quarter $6.62
Second quarter $6.47
</TABLE>
See accompanying notes.
4
<PAGE> 6
Chrisken Partners Cash Income Fund L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30
1998 1997
---------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 449,370 $ 320,799
Adjustments to reconcile net income to net cash flows provided by
operating activities:
Depreciation 100,594 264,710
Net changes in operating assets and liabilities:
Decrease (increase) in accounts receivable 8,927 (9,491)
Decrease in other assets 21,512 21,272
Decrease in accounts payable and accrued expenses
(130,330) (118,312)
Increase in deferred income and prepaid rent 6,631 33,271
Increase in tenants' security deposits 2,753 2,678
---------------------------------------
Net cash flows provided by operating activities 459,457 514,927
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to investment in real estate (38,612) (84,355)
---------------------------------------
Cash flows used in investing activities (38,612) (84,355)
CASH FLOWS FROM FINANCING ACTIVITIES
Redeemed limited partnership units at cost (86,606)
Distributions (483,470) (488,193)
---------------------------------------
Cash flows used in financing activities (483,470) (574,799)
---------------------------------------
Net decrease in cash and cash equivalents (62,625) (144,227)
Cash and cash equivalents, beginning of period 594,370 650,259
---------------------------------------
Cash and cash equivalents, end of period $ 531,745 $ 506,032
=======================================
</TABLE>
See accompanying notes.
5
<PAGE> 7
Chrisken Partners Cash Income Fund L.P.
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements
(Unaudited)
1. INTERIM ACCOUNTING POLICIES
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and 310(b) of
Regulations of S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. The consolidated financial statements are the
representation of the General Partners and reflect all adjustments which are, in
the opinion of the General Partners, necessary for a fair presentation of the
financial position and results of operations of the Partnership. The General
Partners believe that all such adjustments are normal and recurring. For further
information, refer to the consolidated financial statements and notes thereto
included in the Chrisken Partners Cash Income Fund L.P.'s (the "Partnership")
Annual Report on Form 10-KSB for the year ended December 31, 1997.
2. LITIGATION
In February 1998, a lawsuit was filed against the Partnership and affiliated
entities by a prospective buyer of a certain properties owned by the Partnership
and affiliated entities. The buyer sought specific performance by virtue of the
transfer of properties under the provisions of terminated sales negotiations.
The lawsuit was dismissed pursuant to a settlement agreement which provided for
a payment of $500,000 to the prospective buyer of the properties.
6
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Chrisken Partners Cash Income Fund L.P. ("CPCIF" or the "Partnership")
is a Delaware limited partnership organized on May 4, 1987, with Chrisken Income
Properties, Inc. ("Managing General Partner") and Chrisken Limited Partnership I
as General Partners. Pursuant to a public offering (the "Offering"), CPCIF sold
37,732 limited partnership units. CPCIF has 99.99% ownership interests in
Springdale Associates Limited Partnership and Chicago I Self-Storage Limited
Partnership. Springdale Associates Limited Partnership owns a 199-unit
residential complex located in Waukesha, Wisconsin ("Springdale Apartments"),
and Chicago I Self- Storage Limited Partnership owns a 155,997 square foot
self-storage facility located in Chicago, Illinois ("Gold Coast Storage").
Liquidity and Capital Resources
The Partnership had cash and cash equivalents of $531,745 and $594,370
as of June 30, 1998 and December 31, 1997, respectively. The reduction in cash
and cash equivalents is primarily due to additions to investment in real estate,
reductions in accounts payable and distributions in excess of net cash provided
by operating activities. Restricted cash represents operating and contingency
reserves (the "Reserve") equal to approximately 2% of the gross proceeds of the
Offering ($377,320 at June 30, 1998 and December 31, 1997) as required by the
Limited Partnership Agreement. The Reserve is available for unanticipated
contingencies and repairs at Springdale Apartments and Gold Coast Storage
(collectively the "Specified Properties"). The General Partners believe the
current amount of the Reserve is adequate to satisfy cash requirement needs. The
Partnership holds the Specified Properties described above on an unencumbered or
all cash basis.
In March 1997, Peachtree Partners, on behalf of Summit Venture, L.P.,
neither of which are affiliated with the Partnership or its General Partners,
submitted an unsolicited offer to the Partnership's Limited Partners to purchase
up to 4.5% of the outstanding Units of the Partnership. As of the close of the
Peachtree Partners offer period, May 15, 1997, the Partnership's records
indicate that 173 Units were sold by Limited Partners to Peachtree Partners. On
April 7, 1997, the General Partners submitted an offer, which expired May 31,
1997, to the Limited Partners whereby the Partnership, the General Partners and
certain third parties, would purchase up to 4.5% of the outstanding Units of the
Partnership. As a result of the Partnership offer, the Partnership purchased
360.858 Units from Limited Partners effective July 1, 1997. During the six
months ended June 30, 1997, 37,309.1316 Units were outstanding. However, the
360.858 Units acquired by the Partnership were retired, leaving 36,948.2736
Units outstanding at July 1, 1997. The cost of the Units purchased by the
Partnership was $86,605.92. Additionally, 140 Units were purchased by both Mr.
John F. Kennedy, President of the Managing General Partner, and Mr. John S.
Marten, President of ChrisKen Real Estate Management Company, Inc., which is the
management agent of the Specified Properties. Management believes that neither
the Unit sales to Peachtree Partners nor the Unit purchases by the Partnership
or its affiliates adversely affect the management or liquidity of the
Partnership.
Results of Operations
Occupancy at the Springdale Apartments was 95% at June 30, 1998, 91% at
December 31, 1997, and 93% at June 30, 1997. Rental revenue increased during the
six months ended June 30, 1998 as compared to the same period one year earlier
primarily due to a 34% reduction in vacancy loss and rent concessions partially
offset by increased employee units. The General Partners believe that occupancy
at Springdale Apartments will remain between 93 - 95% for the remainder of 1998.
Occupancy at Gold Coast Storage was 90% at June 30, 1998, 90% at
December 31, 1997, and 92% at June 30, 1997. Rental revenue increased 11% during
the six months ended June 30, 1998 as compared to the same period one year
earlier with rental rates increasing 7.2% and vacancy loss decreasing by
7
<PAGE> 9
approximately 20%. The General Partners believe that occupancy at Gold Coast
will remain between 90 - 94% for the remainder of 1998.
Management continues to aggressively market both apartment units at
Springdale Apartments and space at Gold Coast Storage in order to increase
occupancy percentages, and rental rates, at both locations.
Management anticipates occupancy at both Properties to improve during 1998.
Rental and other revenue of $764,378 for Springdale Apartments for the
six months ended June 30, 1998 increased 4% from rental revenue of $735,130 for
the six months ended June 30, 1997. The increase in rental revenue primarily
resulted from a 34% reduction in vacancy loss and rent concessions partially
offset by increased employee units in 1998. Rental and other revenue at Gold
Coast Storage increased by approximately 11% from $535,462 for the six months
ended June 30, 1997 to $594,349 for the six months ended June 30, 1998 due to an
increase in rental rates of approximately 7.2% and a 20% reduction of vacancy
loss. The General Partners believe that rental revenue at Gold Coast Storage
will remain relatively stable over the next few years. Overall rental and other
revenue for the six months ended June 30, 1998 of $1,358,727 increased by 7%
from the six months ended June 30, 1997 from $1,270,592 due to the factors
detailed above affecting the Specified Properties.
Expenses for the six months ended June 30, 1998, attributable to
Springdale Apartments of $466,941 were approximately 14.4% lower than expenses
for the six months ended June 30, 1997 of $545,701 due primarily to the
elimination of depreciation expense partially offset by higher property
operating and maintenance, and general and administrative expenses. In the
latter part of 1997, Springdale Apartments was reclassified to "Assets Held for
Sale" which resulted in the suspension of the recognition of depreciation
expense pursuant to Statement of Financial Accounting Standards No. 121
"Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of".
Property operating and maintenance expenses are higher due to increased
janitorial costs, water and sewer, and the recognition of appliance replacement
and other similar costs as a current period expense, which normally would be
treated as additions to investment in real estate but for the restrictions of
doing so as set forth in Statement of Financial Accounting Standards No. 121,
offset by reduced heating fuel and rubbish removal, grounds maintenance, and
general repair costs. Current period janitorial expenses are higher due to
staffing shortages during the first half of 1997. Water and sewer expenses are
higher due to improved current period occupancy levels as compared to the same
period one year ago and understated fourth quarter 1997 accrual estimates.
Heating fuel costs are lower due to mild temperatures during the early winter
months of 1998 and overstated fourth quarter 1997 accrual estimates. General and
administrative expenses are higher for the six months ended June 30, 1998 as
compared to the same period one year earlier due to higher advertising,
administrative salaries, bad debt expenses, employer costs, and property
disposition and legal fees partially offset by lower office administrative costs
and real estate taxes. Administrative salaries are higher due to increased
salary levels and full staffing during the current period as compared to 1997.
Employer costs are higher primarily due to overall higher wages and full
staffing during the current period. One-time, nonrecurring property disposition
costs and legal fees are currently being recognized as the result of the
property disposition and litigation discussed below. Real estate tax expense is
lower as the result of a legislative reduction of tax rates.
Expenses attributable to Gold Coast Storage for the six months ended
June 30, 1998 of $423,512 are 13% higher compared to expenses for the six months
ended June 30, 1997 of $374,912. Property operating and maintenance expenses are
higher in 1998 as compared to the first six months of 1997 due to increased
water and sewer, elevator maintenance, and heating and ventilation system and
structural repairs offset by lower janitorial/maintenance payroll, heating fuel
and electricity costs, and grounds maintenance. As is the case with the
increased water and sewer costs, which was caused by a water leak, the
fluctuations in property operating and maintenance expenses identified above are
not significant and are the of result individual one-time occurrences.
Depreciation expense is higher during the current period due to additions to
investment in real
8
<PAGE> 10
estate during 1997. General and administrative expenses during the first six
months of 1998 are 19% higher compared to 1997 due to increased advertising
costs, administrative salaries, administrative expenses, bad debt expenses, and
real estate taxes, partially offset by reduced property insurance expense.
Advertising costs are higher because six third party contract advertiser
payments were made during the current six month period while only five such
payments were made during the six month period ended June 30, 1997.
Administrative salaries are higher because current period staff vacancies were
filled by using temporary agency personnel due to shortages of qualified
personnel in the open market. Use of temporary agencies is more expensive than
conventional employee costs because agency personnel rates include agency
overhead and profit margin. Bad debt expense is higher in part due to higher
rental rates and occupancy rates, both of which contribute to higher delinquency
values, and due to a greater than normal number of accounts which have become
uncollectible. Real estate tax expense for the six months ended June 30, 1997
reflected a refund of prior year taxes while the current period does not reflect
a similar refund. Management fees are higher due to increased revenue.
Overall expenses incurred by the Specified Properties for the six
months ended June 30, 1998 of $890,453 decreased approximately 3.3% from the six
months ended June 30, 1997 of $920,613 primarily as a result of a combination of
the foregoing factors affecting the Specified Properties. Management anticipates
that, in aggregate, expenses in 1998 will be similar to those experienced in
1997.
Net income for the six months ended June 30, 1998 of $297,437 from
Springdale Apartments increased significantly from the six months ended June 30,
1997 of $189,430 due primarily to increased rental revenue, the elimination of
depreciation expense offset by increased property operating and maintenance, and
general and administrative expenses. Net income for the six months ended June
30, 1998 of $170,837 from Gold Coast Storage increased 6.4% as compared to net
income for the six months ended June 30, 1997 of $160,550 due to increased
rental revenue offset by higher property operating and maintenance,
depreciation, and general and administrative expenses, and management fees.
Interest income earned by the Partnership for the six months ended June
30, 1998 of $21,971 increased slightly from the six months ended one year
earlier of $20,170. Administrative expenses incurred by the Partnership for the
six months ended June 30, 1998 of $40,875 are lower as compared to one year
earlier expenses of $49,350 primarily due to a timing difference in the payment
of accounting and tax service fees.
Overall net income for the six months ended June 30, 1998 of $449,370
increased significantly from the six months ended June 30, 1997 of $320,799 due
to increased rental revenue at the Specified Properties and decreased expenses
at the Springdale Apartments partially offset by increased expenses at Gold
Coast.
Net cash flows provided by operations for the six months ended June 30,
1998 was $459,457 compared to net cash flows provided by operations of $514,927
for the six months ended June 30, 1997. The change was primarily the result of a
decrease in accounts payable and accrued expenses, the suspension of the
recognition of depreciation expense as discussed above, and an increase in
deferred income and prepaid rent offset by increased net income during the six
months ended June 30, 1998 as compared to the period ended June 30, 1997, and a
decrease in accounts receivable. Additions to investment in real estate at the
Specified Properties decreased to $38,612 for the six months ended June 30, 1998
compared to $84,355 for the same period one year ago. Additions to investment in
real estate during 1998 at Gold Coast Storage during the first six months of
1998 included the addition of signage and heating and ventilating system
improvements. As discussed above, Statement of Financial Accounting Standards
No. 121 requires that all expenditures be immediately expensed, therefore there
were no additions to investment in real estate during 1998 at Springdale
Apartments. Distributions to Limited Partners during the six months ended June
30, 1998 totaled $483,470 compared to distributions of $488,193 during the six
months ended June 30, 1997. The General Partners anticipate that distributions
to Limited Partners will remain at the current level throughout 1998, provided
that revenues and expenses also remain stable during the remainder of the year.
9
<PAGE> 11
The Partnership's internal operations use a significant number of
computer software programs and operating systems. To the extent that these
software applications contain code that is unable to appropriately interpret the
upcoming calendar year 2000, some level of modification or possibly even
replacement of such source code or applications will be necessary. The
Partnership is in the process of identifying the software applications that are
not "Year 2000" compliant. Given the information known at this time about the
Partnership's ongoing efforts to upgrade and maintain critical business systems
as necessary, it is currently not anticipated that the "Year 2000" issue or
related costs will have a material adverse effect on the Partnership's business,
financial condition, and results of operations. However, the Partnership is
still analyzing its software applications and those utilized by key suppliers
and, to the extent they are not fully "Year 2000" compliant, there can be no
assurance that the costs necessary to update software and potential systems
interruptions would not have a material adverse effect on the Partnership's
business, financial condition, and results of operation.
"Safe Harbor" statement under the U.S. Private Securities Litigation
Reform Act of 1995: Some statements in this Form 10-Q are forward looking and
actual results may differ materially from those stated. As discussed herein,
among the factors that may affect actual results are changes in rental rates,
occupancy levels in the market place in which the Springdale Apartments and Gold
Coast Storage compete and/or unanticipated changes in expenses or capital
expenditures.
10
<PAGE> 12
CHRISKEN PARTNERS CASH INCOME FUND L.P.
(A DELAWARE LIMITED PARTNERSHIP)
ITEM 1. LEGAL PROCEEDINGS.
In October 1997, four affiliated limited partnerships, including the
Partnership, executed a non-binding letter of intent pursuant to which they were
exploring a possible sale of their properties to Vinings Investment Properties,
L.P. ("Vinings"). The letter of intent was allowed to expire, although the
confidentially provision remained in effect. On December 5, 1997, the
Partnership and 15 other affiliated limited partnerships (collectively with the
Partnership, the "ChrisKen Partnerships") executed a second, non-binding letter
of intent (the "LOI") pursuant to which the ChrisKen Partnerships were exploring
a possible sale of their properties to Vinings. A separate purchase price was
proposed for each property, with the aggregate proposed purchase price to be
$87,770,000, payable in a combination of cash and units of limited partnership
interest to be issued by Vinings ("Vinings Units"), with the balance to paid
through Vinings' assumption or repayment of all outstanding mortgage
indebtedness and costs relating thereto. The Vinings Units were to be issued to
electing limited partners in certain of the ChrisKen Partnerships who were
accredited investors (as such term is defined in Rule 501(a) of Regulation D
promulgated under the Securities Act of 1933, as amended). The Vinings Units
were convertible, upon satisfaction of certain conditions, into shares of common
stock of the Vinings general partner, Vinings Investment Trust (the "Vinings
REIT"). Shares of the Vinings REIT traded on the NASDAQ Small Cap market. The
quarterly report on Form 10-Q filed by the Vinings REIT as of and for the
quarter ended September 30, 1997 (the last available public filing), stated that
there were 1,080,512 shares outstanding, with reported high and low bid and
asked prices of $4.25 and $4.25.
In the LOI, Vinings conditioned its proposed purchase of Springdale
Apartments on approval by the limited partners, of the sale, to Vinings, of
properties owned by certain of the other ChrisKen Partnerships as well as
completion of due diligence regarding operations and conditions of the
properties, approval of the sale transaction by the Vinings REIT's board of
directors, securing financing to complete the transaction and, if Vinings could
not complete the transaction on or before February 23, 1998, approval by the
Vinings REIT's shareholders, which could have extended the closing to August
1998 or later. Additionally, as Vinings owned only two properties, a condition
of the transaction requested by the General Partners and required by the
financing source last proposed by Vinings, was that ChrisKen Real Estate
Management Company, Inc. (CREMCO) be merged into Vinings, either directly or
through a merger with the existing property manager for Vinings, to ensure
continuity and depth of property management on a going forward basis. Because
the time frame for completion and certain of the other conditions imposed by
Vinings were unattractive, the ChrisKen Partnerships requested additional
protections, including the right to solicit other potential purchasers if
Vinings were unable to close by June 30, 1998. After Vinings rejected those
protections and declined to discuss the terms on which the merger would occur or
meet with the ChrisKen Partnerships' lenders, all ChrisKen Partnerships ceased
negotiations on or about January 25, 1998.
On January 30, 1998, after being threatened with litigation over the
proposed sale of the properties, the ChrisKen Partnerships filed an action
(Springdale Associates, Ltd. et. al. v. Vinings Investment Properties, L.P.,
Case No. 98 CH 1193, pending in the Circuit Court of Cook County) seeking a
declaratory judgment that there was no binding or enforceable contract with the
Vinings. Vinings counterclaimed, alleging, inter alia, that there was an
enforceable contract.
11
<PAGE> 13
On February 3, 1998, Vinings filed a complaint (Vinings Investment
Properties, L.P. v. Kennedy et. al., Case No. 98 CH 1421, pending in the Circuit
Court of Cook County) seeking specific performance, and other relief, arising
out of a claim by Vinings that it allegedly entered into an enforceable and
binding contract to purchase the properties owned by the ChrisKen Partnerships.
The ChrisKen Partnerships denied that there was any binding and enforceable
contract with Vinings, and denied that Vinings had any right to purchase the
real estate and property of any of the ChrisKen Partnerships. A motion to
dismiss the Complaint had been filed on behalf of the ChrisKen Partnerships, the
General Partners and CREMCO.
On March 27, 1998, the general partners of the ChrisKen Partnerships,
in their representative capacities as general partners of the ChrisKen
Partnerships, brought an action (ChrisKen Income Properties, Inc. II et. al. v.
Vinings Investment Properties Trust, Peter D. Anzo, Stephanie A. Reed et. al.,
Civil Action No. 1 98-CV-0934, pending in the United States District Court for
the Northern District of Georgia) seeking injunctive and other relief for an
alleged breach of the confidentiality agreement between the parties and other
misconduct, including misrepresentation of availability of financing and intent
with respect to providing property management expertise.
All of the litigation was dismissed with prejudice pursuant to a
Settlement Agreement and Mutual Release which provided in relevant part: (1) the
dismissal with prejudice and without cost to each of the three cases described
above; (2) mutual releases of any and all claims relating to the matters,
transactions, act or events identified in or related to the three cases; and (3)
payment to Vinings of Five Hundred Thousand and 00/100 Dollars ($500,000.00) in
exchange for the delivery by Vinings to the ChrisKen Partnerships of all due
diligence materials obtained by Vinings in connection with the proposed
acquisition of the properties owned by the ChrisKen Partnerships, including but
not limited to: environmental audits; engineering reports, appraisals, marketing
and demographic studies; comparative rental properties; on-site inspections;
personalty schedules; financial analyses; title reports and documentation
evidencing exceptions; licenses and certificates; state and local tax analyses;
deferred maintenance cost estimates and reserves; property specific plans and
specifications; forecasts and projections; lists of limited partners' names and
addresses; together with such other and additional due diligence material
provided by in-house and third party vendors.
Items 2 through 5 are omitted because of the absence of conditions
under which they are required.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibit 27 Financial Data Schedule.
12
<PAGE> 14
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
ChrisKen Partners Cash Income Fund L.P.
---------------------------------------
(Registrant)
By: ChrisKen Income Properties
Inc., Managing General Partner
Date: August 11, 1998 By: /s/John F. Kennedy
-------------------------------
John F. Kennedy
Director and President
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 909,065
<SECURITIES> 0
<RECEIVABLES> 28,472
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 938,164
<PP&E> 13,262,642
<DEPRECIATION> 1,755,581
<TOTAL-ASSETS> 12,445,225
<CURRENT-LIABILITIES> 464,293
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 11,980,932
<TOTAL-LIABILITY-AND-EQUITY> 12,445,225
<SALES> 1,280,814
<TOTAL-REVENUES> 1,380,698
<CGS> 0
<TOTAL-COSTS> 931,328
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 449,370
<INCOME-TAX> 0
<INCOME-CONTINUING> 449,370
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 449,370
<EPS-PRIMARY> 10.95
<EPS-DILUTED> 10.95
</TABLE>
