UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
OR
[ ] 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 0-17651
HIGH CASH PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 13-3347257
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
411 West Putnam Avenue Greenwich, CT 06830
(Address of principal executive offices) (Zip Code)
(203) 862-7000
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by checkmark 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 [ ]
HIGH CASH PARTNERS, L.P.
FORM 10-Q - JUNE 30, 1996
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
BALANCE SHEETS - June 30, 1996 and December 31, 1995
STATEMENTS OF OPERATIONS - For the three months ended June 30, 1996 and
1995 and the six months ended June 30, 1996 and 1995
STATEMENT OF PARTNERS' EQUITY - For the six months ended June 30, 1996
STATEMENTS OF CASH FLOWS - For the six months ended June 30, 1996 and
1995
NOTES TO 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
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
HIGH CASH PARTNERS, L.P.
BALANCE SHEETS
June 30, December 31,
1996 1995
------------ ------------
ASSETS
Real estate, net of accumulated depreciation
of $3,241,384 and $3,016,660 .................................................. $ 22,674,693 $ 22,869,017
Cash and cash equivalents ........................................................ 1,551,122 1,407,276
Tenant receivables ............................................................... 143,596 156,608
Other assets ..................................................................... 109,967 117,583
Prepaid real estate taxes ........................................................ -- 59,393
Prepaid insurance premiums ....................................................... 39,414 42,357
------------ ------------
$ 24,518,792 $ 24,652,234
============ ============
LIABILITIES AND PARTNERS' EQUITY
Liabilities
Mortgage loan payable ............................................................ $ 6,500,000 $ 6,500,000
Deferred interest payable ........................................................ 8,336,544 7,530,719
Distributions payable ............................................................ 305,007 305,007
Accounts payable and accrued expenses ............................................ 89,249 90,330
Due to affiliates ................................................................ 79,496 80,870
Tenants' security deposits payable ............................................... 55,259 55,659
------------ ------------
Total liabilities ............................................................. 15,365,555 14,562,585
------------ ------------
Commitments and contingencies
Partners' equity
Limited partners' equity (96,472 units issued
and outstanding) .............................................................. 9,301,886 10,228,934
General partners' deficit ........................................................ (148,649) (139,285)
------------ ------------
Total partners' equity ........................................................ 9,153,237 10,089,649
------------ ------------
$ 24,518,792 $ 24,652,234
============ ============
See notes to financial statements.
HIGH CASH PARTNERS, L.P.
STATEMENTS OF OPERATIONS
For the three months ended For the six months ended
June 30, June 30,
------------------------------ ------------------------------
1996 1995 1996 1995
----------- ----------- ----------- -----------
Revenues
Rental income .................................... $ 647,428 $ 609,163 $ 1,244,086 $ 1,227,099
Interest income .................................. 16,751 18,867 27,719 32,399
Other income ..................................... 890 3,829 1,641 6,529
----------- ----------- ----------- -----------
665,069 631,859 1,273,446 1,266,027
----------- ----------- ----------- -----------
Costs and expenses
Mortgage loan interest ........................... 408,502 365,336 805,825 720,614
Operating expenses ............................... 150,165 155,177 294,994 304,144
Depreciation and amortization .................... 115,964 119,521 236,699 238,425
Partnership management fees ...................... 75,369 75,369 150,738 150,738
General and administrative expenses .............. 37,409 43,848 73,872 87,697
Property management fees ......................... 19,426 17,217 37,716 39,007
----------- ----------- ----------- -----------
806,835 776,468 1,599,844 1,540,625
----------- ----------- ----------- -----------
Net loss .............................................. $ (141,766) $ (144,609) $ (326,398) $ (274,598)
=========== =========== =========== ===========
Net loss attributable to
Limited partners ................................. $ (140,348) $ (143,163) $ (323,134) $ (271,852)
General partners ................................. (1,418) (1,446) (3,264) (2,746)
----------- ----------- ----------- -----------
$ (141,766) $ (144,609) $ (326,398) $ (274,598)
=========== =========== =========== ===========
Net loss per unit of limited partnership
interest (96,472 units outstanding) .............. $ (1.46) $ (1.48) $ (3.35) $ (2.82)
=========== =========== =========== ===========
See notes to financial statements.
HIGH CASH PARTNERS, L.P.
STATEMENT OF PARTNERS' EQUITY
General Limited Total
Partners' Partners' Partners'
Deficit Equity Equity
------------ ------------ ------------
Balance, January 1, 1996 ............................................... $ (139,285) $ 10,228,934 $ 10,089,649
Net loss for the six months ended
June 30, 1996 ...................................................... (3,264) (323,134) (326,398)
Distributions to partners for the six
months ended June 30, 1996
($6.26 per limited partner unit) ................................... (6,100) (603,914) (610,014)
------------ ------------ ------------
Balance, June 30, 1996 ................................................. $ (148,649) $ 9,301,886 $ 9,153,237
============ ============ ============
See notes to financial statements.
HIGH CASH PARTNERS, L.P.
STATEMENTS OF CASH FLOWS
For the six months ended
June 30,
------------------------------------
1996 1995
----------- -----------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS
Cash flows from operating activities
Net loss .................................................................. $ (326,398) $ (274,598)
Adjustments to reconcile net loss to net cash
provided by operating activities
Deferred interest expense .......................................... 805,825 720,614
Depreciation and amortization ...................................... 236,699 238,425
Straight-line adjustment for stepped
lease rentals .................................................... -- (6,020)
Changes in assets and liabilities
Tenant receivables ..................................................... 13,012 (7,768)
Other assets ........................................................... (4,359) (2,957)
Prepaid real estate taxes .............................................. 59,393 58,782
Prepaid insurance premiums ............................................. 2,943 10,686
Accounts payable and accrued expenses .................................. (1,081) 14,173
Due to affiliates ...................................................... (1,374) (6,161)
Tenants' security deposits payable ..................................... (400) 602
Unearned escalation revenue ............................................ -- 75,000
----------- -----------
Net cash provided by operating activities .......................... 784,260 820,778
----------- -----------
Cash flows from investing activities
Improvements to real estate ............................................... (30,400) (17,000)
----------- -----------
Cash flows from financing activities
Distributions to partners ................................................. (610,014) (608,066)
----------- -----------
Net increase in cash and cash equivalents ...................................... 143,846 195,712
Cash and cash equivalents, beginning of period ................................. 1,407,276 1,242,933
----------- -----------
Cash and cash equivalents, end of period ....................................... $ 1,551,122 $ 1,438,645
=========== ===========
See notes to financial statements.
HIGH CASH PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS
1 INTERIM FINANCIAL INFORMATION
The summarized financial information contained herein is unaudited;
however, in the opinion of management, all adjustments (consisting only
of normal recurring accruals) necessary for a fair presentation of such
financial information have been included. The accompanying financial
statements, footnotes and discussion should be read in conjunction with
the financial statements, related footnotes and discussions contained
in the High Cash Partners, L.P. (the "Partnership") annual report on
Form 10-K for the year ended December 31, 1995. The results of
operations for the six months ended June 30, 1996 are not necessarily
indicative of the results to be expected for the full year.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Leases
The Partnership accounts for its leases under the operating method.
Under this method, revenue is recognized as rentals become due, except
for stepped leases where revenue is averaged over the life of the
lease.
Depreciation
Depreciation is computed using the straight-line method over the useful
life of the property, which is estimated to be 40 years. The cost of
the property represents the initial cost of the property to the
Partnership plus acquisition and closing costs. Repairs and maintenance
are charged to operations as incurred.
Impairment of assets
In March 1995, the Financial Accounting Standards Board issued
Statement #121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed of" ("SFAS #121"). The adoption of
the statement was required for fiscal years beginning after December
15, 1995. The Partnership implemented SFAS #121 beginning January 1,
1996. The implementation of SFAS #121 did not result in a write-down of
the Partnership's assets.
Under SFAS #121 the initial test to determine if an 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
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Impairment of assets (continued)
assumptions used in determining fair value. 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 June 30, 1996. 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 estimate and
the variances may be material. The Partnership may provide additional
losses in subsequent years if the real estate market or local economic
conditions change and such write-downs could be material.
A write-down for impairment was not required for the three months ended
June 30, 1996 or 1995.
3 CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES
The Managing General Partner of the Partnership, Resources High Cash,
Inc., was until November 3, 1994, a wholly-owned subsidiary of
Integrated, at which time, pursuant to the consummation of Integrated's
Plan of Reorganization, substantially all the assets of Integrated, but
not the stock of the Managing General Partner, were sold to Presidio
Capital Corp. ("Presidio"). Presidio is also the parent of other
corporations that are, or may be in the future, engaged in businesses
that may be in competition with the Partnership. Accordingly, conflicts
of interest may arise between the Partnership and such other
businesses. Wexford Management LLC ("Wexford") performs management and
administrative services to Presidio, XRC Corp. ("XRC") and its direct
and indirect subsidiaries as well as the Partnership. During the six
months ended June 30, 1996, reimbursable expenses to Wexford by the
Partnership amounted to $40,000. During the three months ended June 30,
1996, reimbursable expenses to Wexford amounted to $20,000. Wexford
performs similar services for other entities which may be in
competition with the Partnership.
Subject to the rights of the Limited Partners under the Limited
Partnership Agreement, XRC will control the Partnership through its
ownership of the shares of the Managing General Partner and, as of
February 28, 1995, the Associate General Partner. XRC is managed by
Presidio Management Company, LLC ("Presidio Management"), a company
controlled by a director of Presidio and XRC. Presidio Management is
responsible for the day-to-day management of XRC and, among other
things, has authority to designate directors of the Managing General
Partner. In March 1996, Presidio Management assigned its agreement for
the day-to-day management of XRC to Wexford.
XRC has elected new directors for the Managing General Partner and
Resources Supervisory Management Corp. ("Resources Supervisory").
3 CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES (continued)
However, certain executives remain the same and certain of Integrated's
former employees who performed services for the Partnership are now
employees of Wexford, which provides administrative services to XRC and
the Partnership.
Affiliates of the General Partners are also engaged in businesses
related to the acquisition and operation of real estate. An affiliated
partnership, Resources Accrued Mortgage Investors 2 L.P. ("RAM 2"),
whose managing general partner is also owned by Presidio, made a zero
coupon first mortgage loan to the Partnership and conflicts of interest
could arise with respect to such loan.
The Partnership has entered into a supervisory management agreement
with Resources Supervisory, an affiliate of the Managing General
Partner, to perform certain functions related to the management of the
property. A portion of the property management fees payable to
Resources Supervisory was paid to an unaffiliated management company
which was engaged for the purpose of performing the management
functions for certain properties. For the quarters ended June 30, 1996
and 1995, Resources Supervisory was entitled to receive $19,426 and
$17,217, respectively, of which $15,299 and $12,252, respectively, was
paid to the unaffiliated management company. No leasing activity
compensation was paid to Resources Supervisory for the quarter ended
June 30, 1996 or 1995. Current fees of $4,127 were payable to Resources
Supervisory at June 30, 1996, which were paid in the subsequent
quarter.
For managing the affairs of the Partnership, the Managing General
Partner is entitled to receive a partnership management fee in an
annual amount equal to 1.25% of the gross offering proceeds. For the
quarters ended June 30, 1996 and 1995, the Managing General Partner was
entitled to a partnership management fee of $75,369. Current fees of
$75,369 were payable to the Managing General Partner at June 30, 1996,
which were paid in the subsequent quarter.
The general partners are allocated 1% of the net income or losses of
the Partnership. The general partners were allocated losses of $1,418
and $1,446 for the quarters ended June 30, 1996 and 1995, respectively.
They are also entitled to receive 1% of distributions which amounted to
$3,050 for the quarters ended June 30, 1996 and 1995.
Effective April 1, 1991, Integrated purchased, in an arms-length
transaction from an unaffiliated third party, 8,361 limited partnership
units. Effective January 1, 1995 pursuant to the consummation of
Integrated's Plan of Reorganization, these units were transferred to
XRC.
4 DISTRIBUTIONS PAYABLE
Distributions payable are as follows:
June 30, December 31,
1996 1995
----------- ------------
Limited partners $ 301,957 $ 301,957
General partners 3,050 3,050
----------- ------------
$ 305,007 $ 305,007
=========== ============
Such distributions were paid in August 1996 and February 1996,
respectively.
5 DUE TO AFFILIATES
Due to affiliates are as follows:
June 30, December 31,
1996 1995
------------ ------------
Partnership Management Fee $ 75,369 $ 75,369
Supervisory Management Fee 4,127 5,501
------------ ------------
$ 79,496 $ 80,870
============ ============
Such amounts were paid in August 1996 and May 1996, respectively.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Partnership's sole property is a community shopping center located
in Reno, Nevada containing approximately 233,000 square feet of net
rentable area. The Partnership's public offering commenced on June 29,
1988 and, as of its termination on June 29, 1990, had accepted
subscriptions for 77,901 Units (including Units held by the initial
limited partner) for aggregate proceeds of $17,284,285 (gross proceeds
of $19,475,250 less organization and offering costs aggregating
$2,190,965). The Partnership committed 100% of its net proceeds
available for investment to the Sierra Marketplace acquisition. In
addition, pursuant to a settlement agreement, on December 19, 1990 the
Partnership settled all claims with respect to its Short-Term Loans. As
a part of this transaction, the Partnership sold 18,571 unregistered
units to Integrated for aggregate net proceeds of $4,120,441 (gross
proceeds of $4,642,750 less organization and offering costs aggregating
$522,309) who in turn, sold these units to the Partnership's three bank
creditors. On February 4, 1991, Integrated purchased all of the 8,361
units owned by one of the banks. This transfer became effective on
April 1, 1991. Effective January 1, 1995, pursuant to the consummation
of Integrated's bankruptcy, these units were transferred to XRC.
The Partnership uses working capital reserves set aside from the net
proceeds of its public offering and undistributed cash flow from
operations as its primary measure of liquidity. The Partnership's
working capital reserves initially consisted of 5% of the gross
proceeds from its public offering. As of June 30, 1996, working capital
reserves amounted to $1,289,771 which may be used to fund capital
expenditures, insurance, real estate taxes, and distributions to
partners. All expenditures made during the quarter ended June 30, 1996
were funded from cash flow from operations.
For the quarter ended June 30, 1996, the Partnership declared a
distribution of cash flow from operations to Partners which was
consistent with the prior year's quarterly distributions representing a
5% annualized return on the Limited Partners' original investment. The
distribution was paid subsequent to June 30, 1996. Future distributions
will depend upon results from operations. Although there are three
tenants that each accounted for more than 10% of the total rental
revenues of Sierra Marketplace, none of their leases are due to expire
before the year 2003 and the Partnership is not aware of any
significant problems with respect to these three tenants. The
Partnership intends in the future to distribute less than all of its
cash flow from operations, when appropriate, to maintain adequate
reserves for capital improvements and capitalized lease procurement
costs. Thus, cash distributions might be reduced even if operations
continue at the current level.
To the extent that annual adjusted cash from operations exceeds 11% per
annum, noncumulative, of original contributions of the offering, such
excess may be retained in a separate reserve account to prepay a
portion of RAM 2 loan obligations. However, it is unlikely that
adjusted cash flow will exceed such a threshold in the near future.
Liquidity and Capital Resources (continued)
The Partnership expects to continue to utilize a portion of its cash
flow from operations to pay for various capital and tenant improvements
to the property and leasing commissions (the amount of which cannot be
predicted with certainty). The Partnership believes that existing
working capital reserves will be sufficient for the foreseeable future.
However, if the real estate market conditions deteriorate in the area
where the Partnership's property is located, there is substantial risk
that this would have an adverse effect on cash flow distributions and
working capital reserves. Additionally, the Partnership may not have
sufficient liquidity to make payments which may be required under the
terms of the RAM 2 loan in certain circumstances.
Real estate market
The real estate market continues to suffer from the effects of the
recent recession which included a substantial decline in the market
value of existing properties. Furthermore, the competition for
non-anchor tenants is strong among existing centers in the Sierra
Marketplace vicinity. This has hindered the lease up of difficult back
space in Sierra Market Place. These factors may continue to reduce
rental rates. As a result, the Partnership's potential for realizing
the full value of its investment in its property is at increased risk.
Impairment of assets
In March 1995, the Financial Accounting Standards Board issued
Statement #121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed of" ("SFAS #121"). The adoption of
the statement was required for fiscal years beginning after December
15, 1995. The Partnership implemented SFAS #121 beginning January 1,
1996. The implementation of SFAS #121 did not result in a write-down of
the Partnership's assets.
Under SFAS #121 the initial test to determine if an 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. 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 June 30, 1996. The cash flows used to determine
fair value and net realizable value are based on good faith estimates
Impairment of assets (continued)
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 estimate and
the variances may be material. The Partnership may provide additional
losses in subsequent years if the real estate market or local economic
conditions change and such write-downs could be material.
A write-down for impairment was not required for the three months ended
June 30, 1996 or 1995.
Results of operations
The net loss increased for the six months ended June 30, 1996 and
decreased for the three months ended June 30, 1996 when compared to the
same periods in the prior year. The increase for the six months was a
result of a greater increase in costs and expenses than the increase in
revenues. The decrease for the three months was due to a greater
increase in revenues than the increase in costs and expenses.
Revenues increased for both the six and three months ended June 30,
1996 compared with the same periods the prior year, primarily due to
increases in rental income partially offset by decreases in interest
and other income. Rental revenue increased for both periods due to an
increase in insurance escalations at the property. Interest income
decreased for both periods primarily due to a decrease in interest
rates. Other income decreased for each period as a result of a decrease
in transfer fee income.
Costs and expenses increased for both the six and three months ended
June 30, 1996 compared with the same periods the prior year, primarily
due to increases in mortgage loan interest expense, partially offset by
decreases in general and administrative expenses. Mortgage loan
interest expense increased in each period due to the compounding effect
from the deferral of interest expense on the zero coupon mortgage.
General and administrative expenses decreased primarily as a result of
a decrease in payroll costs.
Inflation has not had a material impact on the Partnership's operations
or financial condition during the last two years and is not expected to
have a material impact in the future.
PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
13
(a) Exhibits: None
(b) Reports on Form 8-K: None
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.
HIGH CASH PARTNERS, L.P.
By: Resources High Cash, Inc.
Managing General Partner
Dated: August 14, 1996 By: /s/ Frederick Simon
-------------------
Frederick Simon
President
(Duly Authorized Officer)
Dated: August 14, 1996 By: /s/ Jay L. Maymudes
-------------------
Jay L. Maymudes
Vice President
(Principal Financial and
Accounting Officer)