<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
ENDED September 30, 1996.
- ---- 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: 0-16601 (formerly 33-16164-LA)
FMG RITA RANCH LIMITED PARTNERSHIP
(Exact name of registrant)
Delaware 23-2466343
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
250 King of Prussia Road, Radnor, PA 19087
(Address of Principal Executive Offices)
Issuer's Telephone Number: (610 964-7234)
Indicate by check mark whether the registrant (a) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
The unaudited financial statements of FMG Rita Ranch Limited
partnership (the "Partnership") at September 30, 1996 are attached hereto as
Exhibit A.
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Background
The Partnership is a Delaware limited partnership. The Partnership was
formed on January 30, 1987 by FMG Western Region Acquisitions, Inc. (the
"General Partner") and the initial limited partner, FM Initial, Inc., with an
initial contribution of $25,000 by the General Partner. The General Partner is
an indirect wholly-owned subsidiary of The Fidelity Mutual Life Insurance
Company (in Rehabilitation) ("Fidelity Mutual"). In accordance with the Amended
and Restated Limited partnership Agreement dated December 17, 1987 (the
"Partnership Agreement"), FM Initial, Inc. withdrew from the partnership upon
admittance of new limited partners. The Partnership was formed to acquire and
realize appreciation in a certain 118 acre parcel of undeveloped land near
Tucson, Arizona (the "Property") by holding it for investment and eventual sale,
although there is no assurance that this will be attained.
Results of Operations
The Partnership's revenues for the third quarter of fiscal year 1996
consisted of interest income of $1 and partnership transfer fees of $25.
Expenses for the third quarter of 1996 consisted of general and administrative
costs of $1,179, management fees of $3,750, insurance of $35 and real estate
taxes of $1,892.
The Partnership's revenues for the second quarter of fiscal year 1996
consisted of interest income of $2 and partnership transfer fees of $25.
Expenses for the second quarter of 1996 consisted of general and administrative
costs of $1,875, management fees of $3,750, insurance of $34 and real estate
taxes of $2,604.
The Partnership's revenues for the first quarter of fiscal year 1996
consisted of interest income of $2 and partnership transfer fees of $75.
Expenses for the first quarter of 1996 consisted of general and administrative
costs of $1,430, management fees of $3,750, insurance of $35 and real estate
taxes of $2,604.
2
<PAGE> 3
The Partnership's revenues for fiscal year 1995 consisted of interest
income of $89 and partnership transfer fees of $25. Expenses for 1995 consisted
primarily of general and administrative costs of $7,051, management fees of
$15,000, insurance of $127 and real estate taxes of $10,415.
The Partnership's revenues for fiscal year 1994 consisted of interest
income of $8 and partnership transfer fees of $250. Expenses for 1994 consisted
primarily of general and administrative costs of $4,481, insurance of $1,801 and
real estate taxes of $13,597.
The current real estate forecast for Rita Ranch is that there will
continue to be an absorption of vacant land in other Tucson submarkets, and
improvements in the immediate area, in particular the residential sector which
is one of the fastest growing in Tucson, Arizona. Unfortunately, the commercial
and industrial market growth has been limited.
The General Partner is in the process of having an appraisal performed
and if there is any impairment, it will be recorded during the fourth quarter of
1996.
Liquidity and Capital Resources
The Partnership has no cash reserve remaining at September 30, 1996. As
shown in the accompanying financial statements, the Partnership has incurred
substantial operating losses in each of the past three years. Such losses will
continue until the Partnership begins to sell land parcels. In the partnership
agreement, the General Partner has committed to contribute up to $600,000 to the
capital of the Partnership as the need for additional working capital arises.
Cumulative amounts funded by the General Partner amounted to $261,948 at
September 30, 1996. Realization of the partnership's assets is dependent upon
the continued funding of operating deficits by the General Partner and its
affiliate. There can be no assurance, however, that the General Partner or its
affiliate will continue to fund operating deficits.
The weak conditions in both the real estate and industrial sectors of
Tucson are responsible for nearly halting sales of undeveloped industrial land
for parcels greater than 25 acres. These unfavorable conditions have contributed
to the substantial decrease in the value of the Partnership's land.
While growth in the Rita Ranch Planned Community is encouraging, we
continue to believe that the property should be held until the demand for
industrial land and corresponding values rebound.
3
<PAGE> 4
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
The Partnership is not a direct party to, nor is the Partnership's
property directly the subject of, any material legal proceedings. However, on
November 6, 1992, the Commonwealth Court of Pennsylvania issued an order placing
The Fidelity Mutual Life Insurance Company ("Fidelity Mutual"), the indirect
parent of the General Partner of the Partnership, into rehabilitation under the
control and authority of the Pennsylvania Insurance Commissioner pursuant to the
provisions of the Pennsylvania Insurance Department Act, 40 P.S. Section 221.1
et seq. The Partnership is not a direct party to the order, but ownership of the
stock of the General Partner is vested in the Insurance Commissioner pursuant to
the Order.
Item 2 - Changes in Securities
There was no change in the partnership's securities during the third
quarter of 1996.
Item 3 - Defaults Upon Senior Securities
There was no default in the payment of principal, interest, a sinking
or purchase fund installment or any other default with respect to any
indebtedness of the Partnership. The Partnership has issued no preferred stock;
accordingly, there has been no arrearages or delinquencies with respect to any
such preferred stock.
Item 4 - Submission of Matters to a Vote of Security Holders
No matters were submitted to the Partners for a vote during the third
quarter of 1996.
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
4
<PAGE> 5
Reports on Form 8-K
None
Exhibits (numbered in accordance with Item 601 of Regulation S-K)
<TABLE>
<CAPTION>
Exhibit Numbers Description Page Number
- --------------- ----------- -----------
<S> <C> <C>
3.1(a) Certificate of Limited *
Partnership
3.1(b) & (4) Restated Limited Partnership **
Agreement
9 not applicable
11 not applicable
12 not applicable
13 not applicable
16 not applicable
18 not applicable
19 not applicable
22 not applicable
23 not applicable
24 not applicable
25 not applicable
28 not applicable
29 not applicable
</TABLE>
*Incorporated by reference to Exhibit 3.1 filed as part of the Exhibits to the
Partnership's Registration Statement on Form S-18, Registration No. 33-16164-LA.
5
<PAGE> 6
** Incorporated by reference to Exhibit 3.2 filed as part of the
partnership's Registration Statement on Form S-18, Registration No. 33-16164-LA.
6
<PAGE> 7
SIGNATURE
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 and in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ James W. Kelican, Jr. Vice President, 11/12, 1996
- ----------------------------- Director of
James W. Kelican, Jr. FMG Western
Region
Acquisitions,
Inc.
/s/ Margaret Tamasitis Assistant 11/12, 1996
- ----------------------------- Secretary of
Margaret Tamasitis FMG Western
Region
Acquisitions,
Inc.
</TABLE>
7
<PAGE> 8
EXHIBIT A
FMG RITA RANCH LIMITED PARTNERSHIP
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
(Unaudited)
----------- -----------
<S> <C> <C>
Land $350,000 $350,000
Cash and cash equivalents 245 205
----------- -----------
$350,245 $350,205
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Accrued expenses $ 14,300 $ 9,842
Due to affiliates -- 3,750
Partners' Equity 335,945 336,613
----------- -----------
$350,245 $350,205
=========== ===========
</TABLE>
1
<PAGE> 9
F M G RITA RANCH LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
Three months Three months Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES:
Interest income $ 1 $ 2 $ 5 $ 6
Other income 25 25 125 25
--------- --------- --------- ---------
26 27 130 31
========= ========= ========= =========
EXPENSES:
Real estate taxes 1,892 1,246 7,100 7,811
Management fees 3,750 3,750 11,250 11,250
General and administrative 1,179 1,156 4,484 4,183
Insurance 35 30 104 92
--------- --------- --------- ---------
6,856 6,182 22,938 23,336
--------- --------- --------- ---------
NET LOSS $ (6,830) $ (6,155) $ (22,808) $ (23,305)
Partners' equity,
Beginning of period 339,025 332,952 336,613 339,196
Captial Contributions 3,750 12,250 22,140 23,156
--------- --------- --------- ---------
Partners' equity,
End of period $ 335,945 $ 339,047 $ 335,945 $ 339,047
========= ========= ========= =========
Weighted Average Number of
Limited Partnership Units
Outstanding 6,707 6,707 6,707 6,707
========= ========= ========= =========
Loss from Operations per
Limited Partnership
Interest $ (1.00) $ (.91) $ (3.36) $ (3.44)
========= ========= ========= =========
</TABLE>
2
<PAGE> 10
F M G RITA RANCH LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS
ENDED SEPTEMBER 30
-----------------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
REVENUES:
Interest income $ 5 $ 6 $ 6
Other income 125 25 200
-------- -------- --------
130 31 206
-------- -------- --------
EXPENSES:
Real estate taxes 7,100 7,811 10,315
Management fees 11,250 11,250 --
General and administrative 4,484 4,183 4,000
Insurance 104 92 1,770
-------- -------- --------
22,938 23,336 16,085
-------- -------- --------
NET LOSS $(22,808) $(23,305) $(15,879)
======== ======== ========
</TABLE>
3
<PAGE> 11
F M G RITA RANCH LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS
ENDED SEPTEMBER 30
----------------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(22,808) $(23,305) $(15,879)
Adjustments to reconcile net
income (loss) to net cash
used in operating activities:
Increase in General Partner's
capital 22,140 23,156 22,243
Increase (decrease) in
accrued expenses 4,458 90 (6,709)
Increase (decrease) in
due to affiliate (3,750) -- --
-------- -------- --------
Net cash provided by (used in)
operating activities $ 40 $ (59) $ (345)
-------- -------- --------
Net increase (decrease) in cash 40 (59) (345)
Cash, Beginning of period 205 292 615
-------- -------- --------
Cash, End of period $ 245 $ 233 $ 270
======== ======== ========
</TABLE>
4
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000820047
<NAME> FMG RITA RANCH LIMITED PARTNERSHIP
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<EXCHANGE-RATE> 1
<CASH> 245
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 245
<PP&E> 350,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 350,245
<CURRENT-LIABILITIES> 14,300
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 335,945
<TOTAL-LIABILITY-AND-EQUITY> 350,245
<SALES> 130
<TOTAL-REVENUES> 130
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 22,938
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (22,808)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (22,808)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
