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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
Commission file number: 0-24740
RESURGENCE PROPERTIES INC.
(Exact name of registrant as specified in its charter)
MARYLAND 13-3757163
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Wexford Management LLC
411 West Putnam Avenue, Greenwich, CT 06830
(Address of principal executive offices)
(203) 862-7000
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) 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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
As of May 1, 1996, there were 10,000,000 shares of Common Stock, $0.01 par
value, outstanding.
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<PAGE>
RESURGENCE PROPERTIES INC.
FORM 10-Q
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 1996
and December 31, 1995
Unaudited Consolidated Statements of Operations for the
Three Months Ended March 31, 1996 and 1995
Unaudited Consolidated Statement of Shareholders'
Equity for the Three Months Ended March 31, 1996
Unaudited Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 1996 and 1995
Notes to Unaudited Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
<PAGE>
<TABLE>
<CAPTION>
RESURGENCE PROPERTIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share and per share amounts)
==========================================================================================
March 31, December 31,
1996 1995
--------- ---------
<S> <C> <C>
ASSETS
OPERATING REAL ESTATE PROPERTIES:
Land .................................................... $ 19,347 $ 20,539
Buildings and improvements .............................. 72,574 78,868
--------- ---------
91,921 99,407
Accumulated depreciation and amortization ............... (4,533) (4,337)
--------- ---------
Operating real estate properties, net .......... 87,388 95,070
MORTGAGE LOANS ON REAL ESTATE:
Earning ................................................. 15,035 15,052
Non-earning ............................................. 6,913 7,162
--------- ---------
21,948 22,214
Allowance for possible losses ........................... (5,295) (5,295)
--------- ---------
Mortgage loans on real estate, net ...................... 16,653 16,919
CASH AND CASH EQUIVALENTS ..................................... 9,438 8,818
ACCOUNTS RECEIVABLE (net of allowance
for doubtful accounts of $246 and $196) ................. 1,811 1,802
ASSETS HELD FOR SALE .......................................... 22,503 31,707
OTHER ASSETS .................................................. 1,301 1,547
--------- ---------
TOTAL ASSETS .................................................. $ 139,094 $ 155,863
========= =========
<PAGE>
<CAPTION>
RESURGENCE PROPERTIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS -- Continued
(Dollars in thousands, except share and per share amounts)
==========================================================================================
March 31, December 31,
1996 1995
--------- ---------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Senior debt ............................................. $ 43,761 $ 57,898
Mortgage notes payable .................................. 5,702 8,134
Real estate taxes ....................................... 5,545 5,476
Other liabilities ....................................... 2,124 2,354
--------- ---------
Total liabilities .............................. 57,132 73,862
COMMITMENTS AND CONTINGENCIES
REDEEMABLE PREFERRED STOCK .................................... 300 300
SHAREHOLDERS' EQUITY:
Common stock, par value $.01; 50,000,000 shares
authorized; 10,000,000 shares issued and outstanding 100 100
Paid-in-capital ......................................... 101,045 101,045
Accumulated deficit ..................................... (19,483) (19,444)
--------- ---------
Total shareholders' equity .................... 81,662 81,701
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .................... $ 139,094 $ 155,863
========= =========
See notes to unaudited consolidated financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RESURGENCE PROPERTIES INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except share and per share amounts)
=====================================================================================
For the three months
ended March 31,
--------------------
1996 1995
------- -------
<S> <C> <C>
REVENUES:
Minimum rents ........................................... $ 3,989 $ 4,132
Recoveries from tenants ................................. 846 995
Mortgage loan interest .................................. 445 646
Investment income ....................................... 95 218
Net gain (loss) from asset dispositions ................. 975 (214)
Other ................................................... 86 92
------- -------
Total revenues ................................. 6,436 5,869
------- -------
EXPENSES:
Property operations ..................................... 1,904 2,027
Interest expense ........................................ 1,112 1,725
Non-income producing assets ............................. 382 622
Management fees ......................................... 512 512
General and administrative .............................. 186 167
Depreciation and amortization ........................... 777 814
Write-downs for impairment of value ..................... 1,709 --
------- -------
Total expenses ................................. 6,582 5,867
------- -------
(LOSS) INCOME BEFORE INCOME TAXES AND
EXTRAORDINARY GAIN ..................................... (146) 2
Income Taxes ............................................ -- --
------- -------
(LOSS) INCOME BEFORE EXTRAORDINARY GAIN ....................... (146) 2
Extraordinary Gain ...................................... 114 240
------- -------
NET (LOSS) INCOME ............................................. $ (32) $ 242
======= =======
(LOSS) INCOME PER COMMON SHARE (10,000,000 shares outstanding):
(LOSS) INCOME BEFORE EXTRAORDINARY GAIN ....................... $ (0.01) $ 0.00
EXTRAORDINARY GAIN ............................................ 0.01 0.02
------- -------
NET (LOSS) INCOME ............................................. $ 0.00 $ 0.02
======= =======
See notes to unaudited consolidated financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RESURGENCE PROPERTIES INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
For the Three Months Ended March 31, 1996
(Dollars in thousands, except share amounts)
=====================================================================================================================
COMMON STOCK
---------------------------- PAID - IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1995 10,000,000 $ 100 $ 101,045 $ (19,444) $ 81,701
Preferred stock dividends -- -- -- (7) (7)
Net loss ................. -- -- -- (32) (32)
---------- ---------- ---------- ---------- ----------
Balance, March 31, 1996 .. 10,000,000 $ 100 $ 101,045 $ (19,483) $ 81,662
========== ========== ========== ========== ==========
See notes to unaudited consolidated financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RESURGENCE PROPERTIES INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
=========================================================================================
For the Three Months
ended March 31,
--------------------
1996 1995
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income ................................................ $ (32) $ 242
Adjustments to reconcile net (loss) income to net cash provided by
(used for) operating activities:
Depreciation and amortization:
Operating real estate properties ........................ 714 793
Other assets ............................................ 63 21
Net (gain) loss from asset dispositions ..................... (975) 214
Extraordinary gain .......................................... (114) (240)
Write-down for impairment of value .......................... 1,709 --
Straight line adjustment for stepped rentals ................ (13) 63
Net changes in assets and liabilities ....................... (33) (1,486)
-------- --------
Net cash provided by (used for) operating activities .... 1,319 (393)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net proceeds from sales of assets ........................... 16,930 2,016
Net collections on mortgage loans ........................... 266 529
Improvements to operating properties ........................ (634) (439)
Acquisitions ................................................ (800) (9,532)
-------- --------
Net cash provided by (used for) investing activities .... 15,762 (7,426)
-------- --------
<PAGE>
<CAPTION>
RESURGENCE PROPERTIES INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS -- Continued
(Dollars in thousands)
=========================================================================================
For the Three Months
ended March 31,
--------------------
1996 1995
-------- --------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Senior debt repayments, net ................................. (10,200) (1,570)
Mortgage loan repayments .................................... (2,432) (8)
Preferred stock dividends ................................... (7) (7)
Purchase of interest in senior debt ......................... (3,822) (2,079)
-------- --------
Net cash used for financing activities .................. (16,461) (3,664)
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ............. 620 (11,483)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ................. 8,818 26,877
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ....................... $ 9,438 $ 15,394
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest ...................................... $ 1,141 $ 2,675
======== ========
See notes to unaudited consolidated financial statements
</TABLE>
<PAGE>
RESURGENCE PROPERTIES INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
- --------------------------------------------------------------------------------
A. ORGANIZATION AND ACCOUNTING POLICIES
Resurgence Properties Inc. and its subsidiaries and sub-partnership
(the "Company") is engaged in diversified real estate activities,
including the ownership, operation and management of retail, office,
industrial/warehouse and multi-family real estate, and investments in
mortgage loans on real estate. The Company was incorporated on March
25, 1994 and began its operations on April 7, 1994, when the Company
succeeded to most of the assets of Liberte Investors ("Liberte") upon
consummation of Liberte's bankruptcy plan ("The Plan of
Reorganization"). The Company is managed and administered by Wexford
Management LLC ("Wexford").
The accompanying financial statements, notes and discussions should be
read in conjunction with the consolidated financial statements, related
notes and discussions contained in the Company's annual report on Form
10-K for the year ended December 31, 1995, which is herein incorporated
by reference. Consequently, information with respect to the
organization, significant accounting policies and other required
disclosures are contained therein.
The interim financial information contained herein is unaudited;
however, in the opinion of management, all adjustments (consisting only
of normal recurring adjustments) necessary for the fair presentation of
such financial information have been included.
The December 31, 1995 year-end balance sheet data presented herein was
derived from audited financial statements, but does not include all
disclosures required by generally accepted accounting principles.
The results for the interim period are not necessarily indicative of
the results to be expected for the year ending December 31, 1996.
The Company has approximately $9.4 million of net operating loss
carry-forwards ("NOL") available for U.S. income tax purposes expiring
in years through 2008. The Company has provided a valuation allowance
to offset the full amount of the net deferred tax assets arising from
book and tax differences including those from the NOL's.
Certain reclassifications have been made to the prior year financial
statements to conform with the current period presentation.
In March 1995, the Financial Accounting Standards Board issued SFAS No.
121,"Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of" ("SFAS No. 121"). The Company
adopted SFAS No. 121 for the fiscal year beginning January 1, 1996.
<PAGE>
Under SFAS No. 121 the initial test to determine if impairment exists
is to compute the recoverability of the asset based on anticipated cash
flows (net realizable value) compared to the net carrying value of the
asset. If anticipated cash flows on an undiscounted basis are
insufficient to recover the net carrying value of the asset, an
impairment loss should be recognized, and the asset written down to its
estimated fair value. The fair value of the asset is the amount by
which the asset could be bought or sold in a current transaction
between willing parties, that is, other than in a forced or liquidation
sale. The net realizable value of an asset will generally be greater
than its fair value because net realizable value does not discount cash
flows to present value and discounting is usually one of the
assumptions used in determining fair value.
Upon implementation of SFAS No. 121, certain of the Company's assets
held for sale have been written down to their estimated fair values,
while others remain at depreciated cost. Thus, the net carrying value
of the Company's asset portfolio may differ materially from its fair
value. However, the write-downs for impairment do not affect the tax
basis of the assets and the write-downs are not included in the
determination of taxable income or loss.
Because the determination of both net realizable value and fair value
is based upon projections of future economic events such as property
occupancy rates, rental rates, operating cost inflation and market
capitalization rates which are inherently subjective, the amounts
ultimately realized at disposition may differ materially from the net
carrying value as of the balance sheet date. The cash flows used to
determine fair value and net realizable value are based on good faith
estimates and assumptions developed by management. Inevitably,
unanticipated events and circumstances may occur and some assumptions
may not materialize; therefore actual results may vary from our
estimates and the variances may be material. The Company may provide
additional losses in subsequent periods if the real estate market or
local economic conditions change and such write-downs could be
material.
In October 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting
for Stock-Based Compensation," which is effective for the Company
beginning January 1, 1996. SFAS No. 123 requires expanded disclosures
of stock based compensation arrangements with employees and encourages
(but does not require) compensation cost to be measured based on the
fair value of the equity instrument awarded. Companies are permitted,
however, to continue to apply APB Opinion No. 25, which recognizes
compensation cost based on the intrinsic value of the equity instrument
awarded. The Company will continue to apply APB Opinion No. 25 to its
stock based compensation awards to employees and will disclose the
required pro forma effect on net income and earnings per share.
B. OPERATING REAL ESTATE ASSETS
In January 1996, the Company acquired a vacant 43,000 square foot
building, located in Southern Plaza Shopping Center, for $800.
<PAGE>
C. ASSETS HELD FOR SALE
For the quarter ended March 31, 1996, the Company sold Barrington
Hills, Olympia Corners, Pike Plaza and the Fort Smith Quarry mortgage
loan and various land assets for net proceeds of approximately $3,738,
$5,703, $771, $6,191 and $527, respectively. These sales resulted in a
net gain of $975, inclusive of closing costs.
D. SENIOR DEBT
In February 1996, the Company purchased a participating interest in the
Senior Debt in the principal amount of $3,936 for $3,822 and recognized
an extraordinary gain of $114.
E. MORTGAGE NOTES PAYABLE
In January 1996, the Company sold Barrington Hills and repaid the
mortgage in full.
F. WRITE-DOWNS FOR IMPAIRMENT OF VALUE AND LOAN LOSSES
During the first quarter of 1996 the Company recorded write-downs for
impairment of value on certain assets held for sale totaling $1,709. No
write-downs were recorded for the quarter ended March 31, 1995.
No independent appraisal of these assets has been obtained or is
contemplated. Since the determination of fair value is based on future
economic events which are inherently subjective, the amounts ultimately
realized may differ materially from the carrying values as of the
balance sheet date.
A discussion of the specific circumstances regarding the write-downs
recorded during the first quarter of 1996 is as follows (this
discussion excludes changes in net carrying values resulting from
capital improvements, sales, pay downs or depreciation):
Assets Held for Sale
Bayshore Club Apartments, located in Naples, Florida, is a two story,
200 unit apartment complex comprising 165,600 square feet in 16
buildings that was constructed in 1976 and renovated in 1991 and is
situated on 32.27 acres of land. The net carrying value of the property
was $5,640 as of December 31, 1995. In March 1996, the Company entered
into a contract for sale of the property for $5,350. Due to a
subsequent decline in the standard of living in the neighborhood,
additions to the number of garden apartment units in the marketplace
and the inability to reverse the decline in occupancy at the property,
it was necessary to negotiate an amendment to the contract reducing the
sale price to $4,400, including closing costs. Accordingly, the
property was reclassified on the consolidated balance sheet from an
operating property to an asset held for sale as of March 31, 1996 and a
write-down of $1,197 was recorded during the first quarter of 1996.
<PAGE>
Shoppes at Cloverplace, located in Palm Harbor, Florida, is a 54,063
square foot strip shopping center, built in 1986 and is situated on
7.06 acres of land. The net carrying value of the property was $2,805
as of December 31, 1995. During March of 1996, the Company entered into
a contract to sell the property for $2,500, including closing costs.
Accordingly, the property was reclassified on the consolidated balance
sheet from an operating property to an asset held for sale as of March
31, 1996 and a write-down of $297 was recorded during the first quarter
of 1996.
Southridge Plaza, located in Denton, Texas, is a 26,014 square foot
strip shopping center that was constructed in 1988 and is situated on
3.53 acres of land. The net carrying value of the property was $3,065
as of December 31, 1995. During the first quarter of 1996, the Company
entered into a contract to sell the property for $2,850, including
closing costs. Accordingly, a write-down of $215 was recorded during
the first quarter of 1996.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following section includes a discussion and analysis of the results of the
Company for the quarter ended March 31, 1996.
Results of Operations - General
The Company's current objective is to maximize shareholder value
through (i) actively managing its real estate and mortgage portfolio to optimize
both cash flow and capital appreciation, (ii) selectively disposing of certain
assets and (iii) acquiring interests in real property and mortgages offering
superior profit potential. The Company believes that the market price of the
Common Stock is trading at prices below market value of the Company's assets net
of its liabilities. Accordingly, the Company has undertaken an analysis of its
operating and financial activities to consider alternative strategies that,
consistent with the objective of maximizing long-term shareholder value, will
increase the market price of the Common Stock. Strategies that the Company may
pursue would include, but would not be limited to, changes in the composition of
the Company's asset portfolio, business combinations, the disposition of
significant portions of the Company's assets, the sale of the Company or the
liquidation of the Company.
The Company has disposed of a significant portion of its portfolio
acquired under the plan of reorganization of Liberte Investors. The future
performance of the Company's portfolio of assets will be subject to prevailing
economic conditions and to financial, business and other factors, including the
future performance of the real estate market, the availability of financing to
prospective asset purchasers and to other factors beyond the Company's control.
For these reasons, the results of the Company's operations from period to period
may not be comparable.
Inflation is not expected to have a material impact on the Company's
results of operations or financial position.
Three Months Ended March 31, 1996 Compared To Three Months Ended March 31, 1995
For the three months ended March 31, 1996, revenues related to the
operations of the Company's operating properties decreased to $4,835,000 from
$5,127,000 for the same period in the prior year, primarily as a result of the
disposition of four operating properties (one in September 1995, one in January
1996, one in February 1996 and one in March 1996) partially offset by the
acquisition of an operating property in February 1995. For the same period,
property operating expenses decreased to $1,904,000 from $2,027,000 in the prior
year, primarily as a result of a real estate tax refund at Harbor Bay. Also, a
portion of the Harbor Bay operating expenses became the responsibility of the
tenant upon their occupancy in May 1995, thus reducing expenses in the current
period. The reduction in operating expenses resulting from the disposition of
the four operating properties was almost entirely offset by an increase due to
the acquisition of an operating property. Exclusive of revenues and expenses
related to the four properties sold and one property acquired, operating revenue
and expenses for the three months ended March 31, 1996 were $3,974,000 and
$1,447,000 compared to $4,091,000 and $1,593,000 for the same period in the
prior year. Depreciation and amortization for the three months ended March 31,
1996 and 1995, amounted to $777,000 and $814,000, respectively. The decrease in
depreciation and amortization is a result of the disposition of the four
operating properties as mentioned above and write-downs of operating properties
in the latter part of 1995.
<PAGE>
Mortgage loan interest, primarily generated from earning loans,
decreased to $445,000 for the three months ended March 31, 1996 from $646,000
for the same period in the prior year, primarily as a result of mortgage loan
pay offs during the latter part of 1995 and the sale of a mortgage in January
1996.
Investment income decreased to $95,000 for the three months ended March
31, 1996 from $218,000 for the same period in the prior year, primarily due to a
lower amount of cash available for investment for the three months ended March
31, 1996.
Interest expense decreased to $1,112,000 for the three months ended
March 31, 1996 from $1,725,000 for the same period in the prior year, primarily
due to the reduction in the outstanding balance of the Senior Debt resulting
from the recent purchases and quarterly amortization payments and the payoff of
the Barrington Hills mortgage payable.
Expenses related to non-income producing assets decreased to $382,000
for the three months ended March 31, 1996 from $622,000 for the same period in
the prior year, primarily as a result of asset sales. Expenses related to
non-income producing assets consisted primarily of real estate taxes. Such
expenses will decrease in the future to the extent that such assets are sold.
However, to the extent the Company forecloses on additional mortgage loans,
expenses related to assets held for sale would increase.
General and administrative expenses, which primarily consists of
insurance, consulting, legal and accounting fees, increased to $186,000 for the
three months ended March 31, 1996 from $167,000 for the same period in the prior
year primarily due to an increase in accounting fees and secured debt
administration costs which is partially offset by a decrease in consulting fees.
In March 1995, the Financial Accounting Standards Board issued
Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed of ("SFAS No. 121"). The Company adopted SFAS
No. 121 for the fiscal year beginning January 1, 1996. See Note A to the
consolidated financial statements.
In accordance with SFAS No. 121, the Company monitors the value of its
assets on a continuous basis to ascertain if impairment exists, based on current
information available to the Company. During the first quarter of 1996 the
Company recorded write-downs for impairment of $1,709,000 relating to the
impairment of value of certain assets held for sale. No write-downs were
recorded for the quarter ended March 31, 1995. No independent appraisal of these
assets has occurred or is contemplated. See footnote F to the consolidated
financial statements for a discussion of the specific circumstances regarding
the write-downs recorded during the first quarter of 1996.
In connection with the Company's purchases of interests in the Senior
Debt, as discussed below, during the three months ended March 31, 1996 and 1995,
the Company recorded extraordinary gains of $114,000 and $240,000 respectively.
<PAGE>
Capital Expenditures
Capital expenditures for the three months ended March 31, 1996 were
$634,000. For the three months ended March 31, 1996, approximately $492,000
related to tenant improvements and the balance of the expenditures was for
normal property improvements. The source of funds for such capital expenditures
were from cash generated from rents, interest received on mortgage loans,
proceeds from the sale of assets and principal repayments on its mortgage loans.
Liquidity and Capital Resources
For the three months ended March 31, 1996, cash and cash equivalents
increased by $620,000. $1,319,000 was provided by operating activities,
$15,762,000 was provided by investing activities and $16,461,000 was used for
financing activities. Cash provided by investing activities consisted primarily
of net proceeds from asset sales of $16,930,000 and net collections on mortgage
loans of $266,000 partially offset by improvements to the operating properties
of $634,000 and the purchase of a building for $800,000. Cash used for financing
activities consisted primarily of net Senior Debt repayments of $10,200,000,
mortgage repayments of $2,432,000 and the purchase of an interest in the Senior
Debt of $3,822,000.
During the quarter ended March 31, 1996, the Company sold Barrington
Hills, Olympia Corners, Pike Plaza and the Fort Smith Quarry mortgage loan and
various land assets for net proceeds of approximately $3,738,000, $5,703,000,
$771,000, $6,191,000 and $527,000, respectively. These sales resulted in a net
gain of $975,000, inclusive of closing costs.
In connection with Liberte's Plan of Reorganization, the Company
assumed Liberte's then outstanding debt under Liberte's credit agreements which
was restructured pursuant to the Credit Agreement, the Company's sole credit
facility. The Credit Agreement has no provision for the extension of additional
credit and the Company, at present, believes that available cash, existing cash
flow from operations and the proceeds from sales of properties and mortgage
repayments are sufficient to satisfy the Company's foreseeable cash requirements
(principally scheduled debt maturities and amortization, capital expenditures
and other assumed liabilities inclusive of real estate taxes) and, when combined
with the Company's ability to leverage new investments, should be sufficient to
finance such new investments.
As of March 31, 1996, the Senior Debt under the Credit Agreement was
approximately $43,761,000. This is net of $14,315,000 which the Company acquired
through March 31, 1996.
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K:
(a) Not applicable.
(b) None. The Company was not required to file any reports
on Form 8-K during the quarter ended March 31, 1996.
<PAGE>
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 thereunto duly authorized.
Resurgence Properties Inc.
Date: May 15, 1996 By: /s/ Joseph M. Jacobs
---------------------
Joseph M. Jacobs
Chief Executive Officer and President
(Duly Authorized Officer)
Date: May 15, 1996 By: /s/ Jay L. Maymudes
--------------------
Jay L. Maymudes
Chief Financial Officer, Vice President
and Secretary (Principal Financial and
Accounting Officer and Duly Authorized
Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF THE MARCH 31, 1996 FORM 10Q OF RESURGENCE PROPERTIES INC. AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 9,438,000
<SECURITIES> 0
<RECEIVABLES> 2,057,000
<ALLOWANCES> 246,000
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 139,094,000
<CURRENT-LIABILITIES> 0
<BONDS> 49,463,000
0
300,000
<COMMON> 100,000
<OTHER-SE> 81,262,000
<TOTAL-LIABILITY-AND-EQUITY> 139,094,000
<SALES> 0
<TOTAL-REVENUES> 6,436,000
<CGS> 0
<TOTAL-COSTS> 1,904,000
<OTHER-EXPENSES> 3,566,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,112,000
<INCOME-PRETAX> (146,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (146,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 114,000
<CHANGES> 0
<NET-INCOME> (32,000)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
